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8-K

BRT Apartments Corp. (BRT)

8-K 2020-06-17 For: 2020-06-17
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2020

BRT APARTMENTS CORP.

(Exact name of Registrant as specified in charter)

Maryland 001-07172 13-2755856
(State or other jurisdiction of incorporation) (Commission file No.) (IRS Employer I.D. No.)

60 Cutter Mill Road, Suite 303, Great Neck, New York 11021

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code 516-466-3100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock BRT NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 and Item 7.01. Results of Operations and Financial Condition; Regulation FD Disclosure.

On June 17, 2020, we issued a press release announcing our results of operations for the three months ended March 31, 2020. The press release refers to certain supplemental financial information available on our website. The press release and the supplemental financial information are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The information in this Item 2.02 and 7.01, including the information included in Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Items 2.02 and 7.01 of this Current Report on Form 8-K are intended to be furnished to, not filed with, the SEC.

Exhibit No. Description
99.1 Press release dated June 17, 2020
99.2 Supplemental Financial Information dated June 17, 2020
101 Cover Page Interactive Data File - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRT APARTMENTS CORP.
June 17, 2020 /s/ George Zweier
George Zweier, Vice President
and Chief Financial Officer

Document

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BRT APARTMENTS CORP. REPORTS FIRST QUARTER RESULTS FOR 2020

– Collects 98% of April and May 2020 Billed Amounts and 95% of June 2020 Billed Amounts –

Great Neck, New York – June 17, 2020 – BRT APARTMENTS CORP. (NYSE:BRT), a growing multi-family real estate investment trust with properties located primarily in the Southeast United States and Texas today announced operating results for the quarter ended March 31, 2020.

Jeffrey A. Gould, President and Chief Executive Officer stated: “BRT is in a position of strength as we continue to successfully execute in the face of the COVID-19 pandemic. We recognize that both the pandemic and its economic impact are a fluid situation and we continue to focus on fiscal preparedness and asset and property management that has served us well during these challenging times. We remain committed to creating long term stockholder value and wish to remain well positioned as we navigate this unprecedented time.”

Financial Results:

Net loss attributable to common stockholders was $4.8 million, or $0.29 per diluted share, for the first quarter of 2020, compared to net loss of $4.2 million, or $0.27 per diluted share, for the three months ended March 31, 2019. The change is due primarily to the $523,000 increase in professional fees associated with the Company’s restatement of certain prior period financial statements.

Funds from Operations[1], or FFO, was $3.3 million, or $0.19 per diluted share, for the quarter ended March 31, 2020, compared to $3.1 million, or $0.19 per diluted share, in the corresponding quarter in 2019.

AFFO in the 2020 quarter was $4.0 million, or $0.23 per diluted share, compared to $3.7 million, or $0.23 per diluted share, in the 2019 quarter.

Diluted per share net income, FFO and AFFO were negatively impacted during the quarter ended March 31, 2020 by the $0.03 per diluted share increase in professional fees related to the restatement and the approximate 1.0 million increase in the weighted average number of shares of common stock outstanding from January 1, 2019 through March 31, 2020 (including the effect of 694,298 shares issued during the three months ended March 31, 2020), due primarily to stock issuances pursuant to the Company’s at-the-market equity offering program.

Operating Results:

As of June 15, 2020, BRT owns or has interests in 39 multi-family properties with 11,042 units, located across 11 states, including two properties in lease-up. Eight properties are wholly-owned and the balance are owned through unconsolidated joint ventures in which BRT owns a substantial equity interest.

[1] A description and reconciliation of non-GAAP financial measures (e.g., FFO and AFFO) to GAAP financial measures is presented later in this release.

During the current quarter, average total occupancy at stabilized properties was approximately 93.3%, compared to approximately 91.1% during the corresponding quarter in 2019. Average rental rate per occupied unit at stabilized properties during the current quarter was approximately $1,013 per month compared to approximately $956 per month during the corresponding 2019 quarter. Stabilized properties include all our consolidated and unconsolidated properties, other than those in lease-up.

Rental revenue for the current three months decreased 2.9% to $6.7 million from $6.9 million for the quarter ended March 31, 2019, due primarily to property sales.

Total expenses for the quarter ended March 31, 2020 were $9.8 million compared to $9.2 million for the quarter ended March 31, 2019, due primarily to professional fees and expenses related to the restatement of BRT’s financial statements.

Our share of the loss of unconsolidated joint ventures for the current quarter was $1.8 million compared to $2.1 million in the corresponding quarter of 2019.

Portfolio Activities

During the current quarter, BRT acquired, through an unconsolidated joint venture in which it has an 80% equity interest, a 264-unit multi-family property located in a suburb of Charlotte, North Carolina for a purchase price of $38 million, including $23.2 million of mortgage debt assumed in connection with acquisition. BRT continues to be engaged with property owners for potential acquisitions but remains cautious with respect to additional capital deployment due to the economic uncertainties related to the pandemic.

Subsequent Events:

As a consequence of the COVID-19 pandemic, the Company anticipated that it would receive requests from its residents for rent relief. Through June 15, 2020, BRT collected 98% of the amounts billed for each of April and May and 95% of the amounts billed for June 2020.

Balance Sheet:

At March 31, 2020, BRT had $18.7 million of cash and cash equivalents, total assets of $395 million, total debt of $169.6 million, and total stockholders’ equity of $202.9 million.

At March 31, 2020, BRT’s unconsolidated subsidiaries had cash and cash equivalents of $12.7 million, total assets of $1.1 billion and total debt of $826.6 million

At June 1, 2020, after giving effect to $5 million borrowed in May 2020 from its credit facility, BRT’s available liquidity was approximately $33.4 million, comprising $18.5 million of cash and cash equivalents, $9.9 million of restricted cash, and, subject to attainment of requisite borrowing base levels and satisfaction of other conditions, up to $5 million available under its credit facility.

BRT’s mortgage debt of $965.8 million (including $832.5 million of mortgage debt of its unconsolidated subsidiaries) has a weighted average interest rate of 4.07% and a weighted average remaining term to maturity of 7.5 years. Approximately 91% of the mortgage debt bears interest at a fixed rate. The balance of such debt represents variable rate construction financing; BRT anticipates refinancing, with fixed rate mortgage debt, such debt when lease-up at the related properties is complete.

Supplemental Financial Information:

In an effort to enhance its financial disclosures to investors, BRT has posted a supplemental financial information report which can be accessed on the Company’s website at www.brtapartments.com under the caption “Investor Relations - Financial Statements and SEC Filings.”

Non-GAAP Financial Measures:

BRT discloses FFO and AFFO because it believes that such metrics are widely recognized and appropriate measure of the performance of an equity REIT.

BRT computes FFO in accordance with the "White Paper on Funds from Operations" issued by the National Association of Real Estate Investment Trusts ("NAREIT") and NAREIT's related guidance. FFO is defined in the White Paper as net income (loss) (computed in accordance with generally accepting accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, plus impairment write-downs of depreciable real estate and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis. In computing FFO, BRT does not add back to net income the amortization of costs in connection with its financing activities or depreciation of non-real estate assets. BRT computes AFFO by adjusting FFO for loss on extinguishment of debt; straight-line rent accruals; restricted stock and restricted stock unit expense and deferred mortgage costs (including its share of its unconsolidated joint ventures); and gain on insurance recovery. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of AFFO may vary from one REIT to another.

BRT believes that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate assets, which assures that the value of real estate assets diminish predictability over time. In fact, real estate values have historically risen and fallen with market conditions. As a result, BRT believes that FFO and AFFO provide a performance measure that when compared year-over-year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily apparent from net income. BRT also considers FFO and AFFO to be useful in evaluating potential property acquisitions.

FFO and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO should not be considered to be an alternative to net income as a reliable measure of our operating performance; nor should FFO and AFFO be considered an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.

Forward Looking Information:

Certain information contained herein is forward looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the apparent improvement in the economic environment and BRT’s ability to originate additional loans. BRT intends such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “apparent,” “experiencing” or similar expressions or variations thereof. Forward looking statements, including statements with respect to BRT’s multi-family property acquisition and ownership activities, involve known and unknown risks, uncertainties and other factors, which, in some cases, are beyond BRT’s control and could materially affect actual results, performance or achievements. Other factors that could cause BRT’s actual results, performance or achievements to differ materially from its expectations include: the recent restatement of its financial statements, accounting, accounting policies and internal control over financial reporting; the preparation of, and the audit or review, as applicable, of restated filings; the discovery of adjustments, in addition to those previously reported, to its previously issued financial statements; and the impact of the COVID-19 pandemic on its operations, liquidity and capital resources. Investors are cautioned not to place undue reliance on any forward-looking statements and to carefully review the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed on May 15, 2020 and in the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed thereafter.

Additional Information:

BRT is a real estate investment trust that owns, operates and develops multi-family properties. Interested parties are urged to review the Form 10-Q to be filed with the Securities and Exchange Commission for the quarter ended March 31, 2020 and the supplemental disclosures regarding the quarter on the investor relations section of the Company’s website at: http://brtapartments.com/investor_relations for further details. The Form 10-Q can also be linked through the “Investor Relations” section of BRT’s website. For additional information on BRT’s operations, activities and properties, please visit its website at www.brtapartments.com.

Contact: Investor Relations - (516) 466-3100

BRT APARTMENTS CORP.

60 Cutter Mill Road

Suite 303

Great Neck, New York 11021

Telephone (516) 466-3100

Telecopier (516) 466-3132

www.BRTapartments.com

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONDENSED BALANCE SHEETS

(Dollars in thousands)

March 31, 2020<br>(unaudited) December 31, 2019<br>(audited)
ASSETS
Real estate properties, net of accumulated depreciation $ 168,451 $ 169,689
Investments in unconsolidated joint ventures 185,946 177,071
Real estate loan 4,000 4,150
Cash and cash equivalents 18,707 22,699
Restricted cash 10,243 9,719
Other assets 7,613 7,282
Total assets $ 394,960 $ 390,610
LIABILITIES AND EQUITY
Mortgages payable, net of deferred costs $ 132,524 $ 133,215
Junior subordinated notes, net of deferred costs 37,068 37,063
Accounts payable and accrued liabilities 22,642 20,772
Total Liabilities 192,234 191,050
Total BRT Apartments Corp. stockholders’ equity 202,879 199,653
Non-controlling interests (153) (93)
Total Equity 202,726 199,560
Total Liabilities and Equity $ 394,960 $ 390,610

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share data)

Three Months Ended<br>March 31,
2020 2019
Revenues:
Rental and other revenues from real estate properties $ 6,745 $ 6,886
Other income 179 244
Total revenues 6,924 7,130
Expenses:
Real estate operating expenses 3,058 3,176
Interest expense 1,860 1,946
General and administrative 3,367 2,544
Depreciation 1,561 1,547
Total expenses 9,846 9,213
Total revenue less total expenses (2,922) (2,083)
Equity in loss of unconsolidated joint ventures (1,815) (2,068)
(Loss) from continuing operations (4,737) (4,151)
Income tax provision 62 62
Net (loss) income from continuing operations, net of taxes (4,799) (4,213)
Net loss attributable to non-controlling interests (32) (34)
Net (loss) attributable to common stockholders $ (4,831) $ (4,247)
Per share amounts attributable to common stockholders:
Basic $ (0.29) $ (0.27)
Diluted $ (0.29) $ (0.27)
Funds from operations - Note 1 $ 3,298 $ 3,062
Funds from operations per common share - diluted - Note 2 $ 0.19 $ 0.19
Adjusted funds from operations - Note 1 $ 3,968 $ 3,718
Adjusted funds from operations per common share - diluted -Note 2 $ 0.23 $ 0.23
Weighted average number of shares of common stock outstanding:
Basic 16,932,252 15,886,493
Diluted 16,932,252 15,886,493

BRT APARTMENTS CORP. AND SUBSIDIARIES

FUNDS FROM OPERATIONS

(Dollars in thousands, except per share data)

Three Months Ended March 31,
2020 2019
Note 1:
Funds from operations is summarized in the following table:
GAAP Net loss attributable to common stockholders $ (4,831) $ (4,247)
Add: depreciation of properties 1,561 1,547
Add: our share of depreciation in unconsolidated joint ventures 6,572 5,785
Adjustments for non-controlling interests (4) (23)
NAREIT Funds from operations attributable to common stockholders 3,298 3,062
Adjustments for: straight-line rent accruals (10) (10)
Add: amortization of restricted stock and restricted stock units 438 365
Add: amortization of deferred mortgage costs 80 73
Add: our share of deferred mortgage costs from unconsolidated joint venture properties 160 227
Adjustments for non-controlling interests 2 $ 1
Adjusted funds from operations attributable to common stockholders $ 3,968 $ 3,718
Note 2:
GAAP Net loss attributable to common stockholders $ (0.29) $ (0.27)
Add: depreciation of properties 0.09 0.10
Add: our share of depreciation in unconsolidated joint ventures 0.39 0.36
Adjustment for non-controlling interests
NAREIT Funds from operations per diluted common share 0.19 0.19
Adjustments for: straight line rent accruals
Add: amortization of restricted stock and restricted stock units 0.03 0.02
Add: amortization of deferred mortgage costs
Add: our share of deferred mortgage costs from unconsolidated joint venture properties 0.01 0.02
Adjustments for non-controlling interests
Adjusted funds from operations per diluted common share $ 0.23 $ 0.23

Document

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SUPPLEMENTAL FINANCIAL<br>INFORMATION FOR Q1 2020

June 17, 2020

BRT APARTMENTS CORP.

60 Cutter Mill Rd., Great Neck, NY 11021

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FORWARD LOOKING STATEMENTS

The information set forth herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "believe", "expect", "intend", "anticipate”, “estimate", "project", or similar expressions or variations thereof. Forward-looking statements involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Investors are cautioned not to place undue reliance on any forward-looking statements and are urged to read the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed on May 15, 2020 and in reports filed with the SEC thereafter, including our Quarterly Report on Form 10-Q for the period ended March 31, 2020, that we anticipate will be filed contemporaneously with the furnishing of this document.

The Company undertakes no obligation to update or revise the information herein, whether as a result of new information, future events or circumstances, or otherwise.

Units under rehabilitation for which we have received or accrued rental income from business interruption insurance, while not physically occupied, are treated as leased (i.e., occupied) at rental rates in effect at the time of the casualty.

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Table of Contents Page Number
Financial Highlights 1
Operating Results 2
Funds From Operations 3
Consolidated Balance Sheets 4
Portfolio Data by State 5
Same Store Comparison - Consolidated 6
Same Store Comparison - Unconsolidated 7
Portfolio Data Combined 8
Multi-Family Acquisitions and Dispositions 9
Value-Add Information and Capital Expenditures 10
Debt Analysis 11
Non-GAAP Financial Measures, Definitions, and Reconciliations 12-13
Portfolio Table 14

BRT Apartments Corp. (NYSE: BRT)

Financial Highlights

_________________________________________________________________________________________________________

As at March 31,
2020 2019
Market capitalization (thousands) $ 176,054 $ 220,692
Shares outstanding (thousands) 17,176 15,900
Closing share price $ 10.25 $ 13.88
Quarterly dividend declared per share $ 0.22 $ 0.20
Multi-family properties owned 39 36
Units 11,042 (1) 10,311 (1)
Average occupancy (2) 93.3 % 91.1 %
Average monthly rental revenue per occupied unit (2) $ 1,013 $ 956
Quarter ended March 31,
Per share data 2020<br>(Unaudited) 2019<br>(Unaudited)
Earnings per share (basic) $ (0.29) $ (0.27)
Earnings per share (diluted) $ (0.29) $ (0.27)
FFO per share of common stock (diluted) (3) 0.19 0.19
AFFO per share of common stock (diluted) (3) $ 0.23 $ 0.23

(1) For 2020, includes 1,880 consolidated units and 9,162 unconsolidated units. For 2019. includes 1,688 consolidated units and 8,623 unconsolidated units. Unconsolidated for 2020 and 2019 includes 741 units in lease-up.

(2) For the period presented, average reflects stabilized properties and includes consolidated and unconsolidated assets.

See definition of stabilized properties on page 13.

(3) See the reconciliation of Funds From Operations, or FFO, and Adjusted Funds From Operations, or AFFO, to net income,

as calculated in accordance with GAAP, on page 3, and the definitions of such terms at page 13.

BRT Apartments Corp. (NYSE: BRT)

Operating Results

( dollars in thousands except per share data)

_____________________________________________________________________________________________________________________

Three Months Ended<br>March 31,
2020 2019
Revenues:
Rental revenue $ 6,745 $ 6,886
Other income 179 244
Total revenues 6,924 7,130
Expenses:
Real estate operating expenses 3,058 3,176
Interest expense 1,860 1,946
General and administrative (1) 3,367 2,544
Depreciation 1,561 1,547
Total expenses 9,846 9,213
Total revenues less total expenses (2,922) (2,083)
Equity in loss of unconsolidated joint ventures (1,815) (2,068)
Loss from continuing operations (4,737) (4,151)
Provision for taxes 62 62
Net loss from continuing operations, net of taxes (4,799) (4,213)
Net loss to non-controlling interests (32) (34)
Net loss attributable to common stockholders $ (4,831) $ (4,247)
Weighted average number of shares of common stock outstanding:
Basic 16,932,252 15,886,493
Diluted 16,932,252 15,886,493
Per share amounts attributable to common stockholders:
Basic $ (0.29) $ (0.27)
Diluted $ (0.29) $ (0.27)

(1) General and Administrative for the quarter ended 3/31/2020 includes $523 of professional fees relating to restatement.

BRT Apartments Corp. (NYSE: BRT)

Funds from Operations

(dollars in thousands except per share data)

_____________________________________________________________________________________________________________________

Three Months Ended<br>March 31,
2020 2019
GAAP Net loss attributable to common stockholders $ (4,831) $ (4,247)
Add: depreciation of properties 1,561 1,547
Add: our share of depreciation in unconsolidated joint ventures 6,572 5,785
Adjustments for non-controlling interests (4) (23)
NAREIT Funds from operations attributable to common stockholders 3,298 3,062
Adjustments for: straight-line rent accruals (10) (10)
Add: amortization of restricted stock and restricted stock units 438 365
Add: amortization of deferred mortgage costs 80 73
Add: our share of deferred mortgage costs from unconsolidated joint venture properties 160 227
Adjustments for non-controlling interests 2 1
Adjusted funds from operations attributable to common stockholders $ 3,968 $ 3,718
Three Months Ended March 31,
--- --- --- --- ---
2020 2019
GAAP Net loss attributable to common stockholders $ (0.29) $ (0.27)
Add: depreciation of properties 0.09 0.10
Add: our share of depreciation in unconsolidated joint ventures 0.39 0.36
NAREIT Funds from operations per diluted common share 0.19 0.19
Add: amortization of restricted stock and restricted stock units 0.03 0.02
Add: our share of deferred mortgage costs from unconsolidated joint venture properties 0.01 0.02
Adjustments for non-controlling interests
Adjusted funds from operations per diluted common share $ 0.23 $ 0.23

BRT Apartments Corp. (NYSE: BRT)

Consolidated Balance Sheets

(amounts in thousands, except per share amounts)

_____________________________________________________________________________________________________________________

December 31, 2019<br>(audited)
ASSETS
Real estate properties, net 168,451 $ 169,689
Investments in unconsolidated joint ventures 177,071
Real estate loan 4,150
Cash and cash equivalents 22,699
Restricted cash 9,719
Other assets 7,282
Total Assets 394,960 $ 390,610
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net of deferred costs 132,524 $ 133,215
Junior subordinated notes, net of deferred costs 37,063
Accounts payable and accrued liabilities 20,772
Total Liabilities 191,050
Commitments and contingencies
Equity:
BRT Apartments Corp. stockholders' equity:
Preferred shares .01 par value 2,000 shares authorized, none issued
Common stock, .01 par value, 300,000 shares authorized;
16,432 and 15,638 shares outstanding 156
Additional paid-in capital 232,331
Accumulated other comprehensive loss (10)
Accumulated deficit (32,824)
Total BRT Apartments Corp. stockholders’ equity 199,653
Non-controlling interests (93)
Total Equity 199,560
Total Liabilities and Equity 394,960 $ 390,610

All values are in US Dollars.

BRT Apartments Corp. (NYSE: BRT)

Portfolio Data by State

Quarter ended March 31, 2020

(dollars in thousands, except monthly rent amounts)

_____________________________________________________________________________________________________________________

Consolidated
Units Revenues Property Operating Expenses NOI (1) % of NOI Contribution Average Occupancy<br> (2) Average Rent per Occ. Unit<br> (2)
Texas 464 $1,338 $792 $546 15% 89.8% $938
Georgia 448 1,555 584 971 26% 96.2% 1,076
Florida 276 949 405 544 15% 93.2% 1,100
Ohio 264 756 348 408 11% 94.9% 926
Virginia 220 966 355 611 17% 93.5% 1,392
South Carolina 208 801 438 363 10% 92.7% 1,170
Other (3) 380 136 244 7%
Current Portfolio Totals 1,880 $6,745 $3,058 $3,687 100.0% 93.3% $1,073
Unconsolidated (Pro-Rata Share)^(1)^
Units Revenues Property Operating Expenses NOI (1) % of NOI Contribution Average Occupancy<br> (2) Average Rent per Occ. Unit<br> (2)
Texas 2,561 $5,236 $2,720 $2,516 24% 91.9% $1,117
South Carolina 1,183 2,168 1,112 1,056 10% 89.4% 1,114
Georgia 1,097 2,340 1,135 1,205 12% 91.3% 1,107
Florida 972 2,114 1,034 1,080 10% 94.7% 1,057
Alabama 940 2,262 984 1,278 12% 96.5% 906
Mississippi 776 1,418 507 911 9% 95.5% 979
Tennessee 702 1,597 650 947 9% 97.6% 1,194
North Carolina 576 1,063 419 644 6% 94.4% 1,297
Missouri 355 1,318 590 728 7% 96.7% 1,468
Other (3) (25) 21 (46) 0%
Current Portfolio Totals 9,162 $19,491 $9,172 $10,319 100% 93.3% $999

_________________________________________________________________________________

(1) See the reconciliation of NOI to net income, as calculated in accordance with GAAP, on page 12 and the definition of NOI and pro-rata share on page 13.

(2) Excludes properties that were sold or not stabilized for the full period presented.

(3) Other includes properties sold during the periods presented and legacy assets.

BRT Apartments Corp. (NYSE: BRT)

Consolidated Same Store Comparisons

Quarters ended March 31, 2020 and 2019

(dollars in thousands, except monthly rent amounts)

_____________________________________________________________________________________________________________________

Revenues Property Operating Expenses NOI
Units 2020 2019 % Change 2020 2019 % Change 2020 2019 % Change
Georgia (1) 448 1,555 1,405 10.7 % $584 $633 (7.7) % $971 $772 25.8 %
Florida 276 949 939 1.1 % 405 372 8.9 % 544 567 (4.1) %
Texas (2) 272 698 683 2.2 % 468 367 27.5 % 230 316 (27.2) %
Ohio 264 756 713 6.0 % 348 304 14.5 % 408 409 (0.2) %
Virginia 220 966 942 2.5 % 355 322 10.2 % 611 620 (1.5) %
South Carolina 208 801 795 0.8 % 438 407 7.6 % 363 388 (6.4) %
Totals 1,688 5,725 5,477 4.5 % $2,598 $2,405 8.0 % $3,127 $3,072 1.8 %
Weighted Average Occupancy Weighted Average Monthly Rent per Occupied Unit
2020 2019 % Change 2020 2019 % Change
Georgia 96.2 93.5 2.9 % $1,076 $996 8.0 %
Florida 93.2 98.2 (5.1) % 1,100 1,025 7.3 %
Texas 88.9 90.1 (1.3) % 837 805 4.0 %
Ohio 94.9 94.7 0.2 % 926 877 5.6 %
Virginia 93.5 94.7 (1.3) % 1,392 1,365 2.0 %
South Carolina 92.7 94.3 (1.7) % 1,170 1,141 2.5 %
Totals 93.6 94.2 (0.6) % $1,072 $1,019 5.2 %

All values are in US Dollars.

_______________________________

See definition of Same Store on page 13

(1) Increase in revenues due to change in rents and occupancy

(2) Expenses for 2020 are represented for a stabilized quarter. For the quarter ended March 31, 2019, the expenses were unusually low due to a lag in timing of payments as a result of a change in management companies.

BRT Apartments Corp. (NYSE: BRT)

Unconsolidated Same Store Comparisons

Quarters ended March 31, 2020 and 2019

BRT Pro-rata Share

(dollars in thousands, except monthly rent amounts)

________________________________________________________________________________________

Revenues Property Operating Expenses NOI
Units 2020 2019 % Change 2020 2019 % Change 2020 2019 % Change
Texas 2,561 5,235 5,104 2.6 % $2,705 $2,606 3.8 % $2,530 $2,498 1.3 %
Georgia 1,097 2,340 2,224 5.2 % 1,135 1,045 8.6 % 1,205 1,179 2.2 %
Florida 972 2,114 1,951 8.4 % 1,034 919 12.5 % 1,080 1,032 4.7 %
South Carolina (1) 844 1,627 1,717 (5.2) % 866 865 0.1 % 761 852 (10.7) %
Mississippi 776 1,418 1,358 4.4 % 507 501 1.2 % 911 857 6.3 %
Alabama (2) 412 952 870 9.4 % 422 390 8.2 % 530 480 10.4 %
Missouri 355 1,318 1,219 8.1 % 590 579 1.9 % 728 640 13.8 %
Tennessee 300 889 853 4.2 % 298 305 (2.3) % 591 548 7.8 %
Totals 7,317 15,893 15,296 3.9 % $7,557 $7,210 4.8 % $8,336 $8,086 3.1 %
Weighted Average Occupancy Weighted Average Monthly Rent per Occupied Unit
2020 2019 % Change 2020 2019 % Change
Texas 91.9 92.8 (1.0) % $1,117 $1,088 2.7 %
Georgia 92.8 91.1 1.9 % 1,090 1,039 4.9 %
Florida 94.7 93.6 1.2 % 1,057 1,015 4.1 %
South Carolina 90.1 91.3 (1.3) % 1,114 1,122 (0.7) %
Mississippi 95.5 96.6 (1.1) % 979 936 4.6 %
Alabama 96.5 96.0 0.5 % 847 790 7.2 %
Missouri 96.7 93.6 3.3 % 1,468 1,428 2.8 %
Tennessee 97.6 98.2 (0.6) % 1,194 1,134 5.3 %
Totals 93.3 93.3 0.0 % $1,095 $1,060 3.3 %

All values are in US Dollars.

________________________________

See definition of Same Store on page 13

(1) South Carolina NOI variance of (10.7%) is due to a revenue decline at one property where approximately 14 corporate tenants moved out.

(2) Alabama NOI variance is due to an increase in payroll, insurance, and repairs and maintenance at 2 properties.

BRT Apartments Corp. (NYSE: BRT)

Portfolio Data Combined

Quarter ended March 31,

(dollars in thousands, except monthly rent amounts)

________________________________________________________________________________________

Portfolio 2020
Revenues Property Operating Expenses NOI (1)
Consolidated $6,745 $3,058 3,687
Unconsolidated 19,491 9,172 10,319
Total $26,236 $12,230 14,006
Same Store
2020 2019 Variance
Revenues Property Operating Expenses NOI (1) Property Operating Expenses NOI (1) Revenues Property Operating Expenses NOI (1)
Consolidated $5,725 $2,598 3,127 $2,405 $3,072 4.5 % 8.0 % 1.8 %
Unconsolidated 15,893 7,557 8,336 7,210 8,086 3.9 % 4.8 % 3.1 %
Total $21,618 $10,155 11,463 $9,615 $11,158 4.1 % 5.6 % 2.7 %

All values are in US Dollars.

BRT Apartments Corp. (NYSE: BRT)

Acquisitions and Dispositions

(dollars in thousands)

________________________________________________________________________________________

Acquisitions for quarter ended March 31, 2020
Location Purchase Date Units Purchase Price Acquisition Mortgage Debt Initial BRT Equity Ownership Percentage Capitalized Acquisition Costs
Wilmington, NC (1) 2/20/2020 264 $ 38,000 $ 23,200 $ 13,700 80 % $ 459

(1) Unconsolidated property

BRT Apartments Corp. (NYSE: BRT)

Value-Add Program and Capital Expenditures

Quarter ended March 31, 2020

________________________________________________________________________________________

Value-Add Program
(Includes consolidated and unconsolidated amounts)
Units Rehabilitated (1) Estimated Rehab Costs (2) Estimated Rehab Costs Per unit Estimated Average Monthly Rent Increase (3) Estimated Annualized ROI (3) Estimated units available to be renovated (24 months)
91 $501,000 $5,505 $85 19% 800
(1) Refers to rehabilitated units with respect to which a new lease or renewal lease was entered into during the period.
(2) Reflects rehab costs incurred during the current and prior periods with respect to units completed, in which a new<br> lease or renewal lease was entered into during the current period.
(3) These results are not necessarily indicative of the results that would be generated if such improvements were made<br> across our portfolio of properties or at any particular property. Rents at a property may increase for reasons wholly<br> unrelated to property improvements, such as changes in demand for rental units in a particular market or<br> sub-market.
Capital Expenditures
--- --- --- --- --- --- ---
(Includes consolidated and unconsolidated amounts)
Gross Capital Expenditures Less: JV Partner Share BRT Share of Capital Expenditures (4)
Estimated Recurring Capital Expenditures (1) $ 236,000 $ 111,098 $ 124,902
Estimated Non-Recurring Capital Expenditures (2) 2,104,000 1,436,314 667,686
Total Capital Expenditures $ 2,340,000 $ 1,547,412 $ 792,588
Replacements (operating expense) (3) $ 640,912 $ 182,585 $ 458,327
Estimated Recurring Capital Expenditures and <br>Replacements per unit (10,301 units) $ 85 $ 28 $ 57
(1) Recurring capital expenditures represent our estimate of expenditures incurred at the property to maintain the property's existing operations -<br> it excludes revenue enhancing projects.
(2) Non-recurring capital expenditures represent our estimate of significant improvements to the common areas, property exteriors, or interior<br> units of the property, and revenue enhancing upgrades.
(3) Replacements are expensed as incurred at the property.
(4) Based on BRT's equity interest.

BRT Apartments Corp. (NYSE: BRT)

Debt Analysis

As of March 31, 2020

(dollars in thousands)

____________________________________________________________________________________________________________________________________

Consolidated
Year Total Principal Payments Scheduled Amortization Principal Payments Due at Maturity Percent of Total Principal Payments Due At Maturity Weighted Average Interest Rate (1)
2020 $ 2,285 $ 2,285 $
2021 17,274 3,272 14,002 12 % 4.29 %
2022 62,543 1,924 60,619 54 % 4.36 %
2023 1,270 1,270
2024 1,316 1,316
Thereafter 48,594 10,055 38,539 34 % 4.03 %
Total $ 133,282 $ 20,122 $ 113,160 100 %
Unconsolidated (BRT pro rata Share)
Year Total Principal Payments Scheduled Amortization Principal Payments Due at Maturity Percent of Total Principal Payments Due At Maturity Weighted Average Interest Rate (1)
2020 $ 1,791 $ 1,791 $
2021 22,447 3,409 19,038 4 % 3.47 %
2022 47,897 4,438 43,459 10 % 3.86 %
2023 29,610 5,025 24,585 5 % 4.12 %
2024 5,805 5,805
Thereafter 421,331 52,057 369,274 81 % 4.18 %
Total $ 528,881 $ 72,525 $ 456,356 100 %
Combined
Year Total Principal Payments Scheduled Amortization Principal Payments Due at Maturity Percent of Total Principal Payments Due At Maturity Weighted Average Interest Rate (1)
2020 $ 4,076 $ 4,076 $
2021 39,721 6,681 33,040 6 % 3.68 %
2022 110,440 6,362 104,078 18 % 4.06 %
2023 30,880 6,295 24,585 4 % 4.05 %
2024 7,121 7,121
Thereafter 469,925 62,112 407,813 72 % 4.15 %
Total $ 662,163 $ 92,647 $ 569,516 100 %
Weighted Average Remaining Term to Maturity (2) 7.5 years
Weighted Average Interest Rate (2) 4.07 %
Debt Service Coverage Ratio for the quarter ended March 31, 2020 1.40 (3)
(1) Based on balloon payments at maturity.
(2) Includes consolidated and unconsolidated amounts.
(3) See definition on page 13. Includes consolidated and 100% of the unconsolidated amounts.
Junior Subordinated Notes
--- ---
Principal Balance $37,400
Interest Rate 3 month LIBOR + 2.00% (i.e, 3.77% and 2.76% at 3/31/2020 and 6/30/20 respectively)
Maturity April 30, 2036
Credit Facility (as of June 17, 2020)
Maximum Amount Available Up to $10,000
Amount Outstanding as of June 17, 2020 $5,000
Interest Rate Prime + 0.50% (floor of 5.00%)

BRT Apartments Corp. (NYSE: BRT)

NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

(dollars in thousands)

________________________________________________________________________________________

We compute NOI by adjusting net income (loss) to (a) add back (1) depreciation expense, (2) general and administrative expenses, (3) interest expense, (4) loss on extinguishment of debt, (5) equity in loss of unconsolidated joint ventures, (6) provision for taxes, (7) the impact of non-controlling interests, and (b) deduct (1) other income, (2) gain on sale of real estate, and (3) gain on insurance recoveries related to casualty loss. We define "Same Store NOI" as NOI for all our consolidated properties that were owned for the entirety of the periods being presented, other than properties in lease up and developments. Other REIT’s may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REIT’s. We believe NOI provides an operating perspective not immediately apparent from GAAP operating income or net (loss) income. NOI is one of the measures we use to evaluate our performance because it (i) measures the core operations of property performance by excluding corporate level expenses and other items unrelated to property operating performance and (ii) captures trends in rental housing and property operating expenses. We view Same Store NOI as an important measure of operating performance because it allows a comparison of operating results of properties owned for the entirety of the current and comparable periods and therefore eliminates variations caused by acquisitions or dispositions during the periods. However, NOI should only be used as an alternative measure of our financial performance.

The following tables provides a reconciliation of NOI to net income attributable to common stock-holders as computed in accordance with GAAP for the periods presented for the consolidated properties:

Consolidated Three Months Ended<br>March 31,
2020 2019
GAAP Net loss attributable to common stockholders (4,831) $ (4,247)
Less: Other Income (179) (244)
Add: Interest expense 1,860 1,946
General and administrative 3,367 2,544
Depreciation 1,561 1,547
Provision for taxes 62 62
Less: Gain on sale of real estate
Add: Loss on extinguishment of debt
Equity in loss of unconsolidated joint venture properties 1,815 2,068
Add: Net loss attributable to non-controlling interests 32 34
Net Operating Income $ 3,687 $ 3,710
Non-same store Net Operating Income (560) (638)
Same store Net Operating Income $ 3,127 $ 3,072

The following tables provides a reconciliation of NOI to net income attributable to common stockholders as computed in accordance with GAAP for the periods presented for BRT's pro rata share of the unconsolidated properties:

Unconsolidated Three Months Ended<br>March 31,
2020 2019
BRT equity in loss from joint ventures (1,815) $ (2,069)
Add: Interest expense 5,570 5,040
Depreciation 6,572 5,781
Other non-multi family (8) (68)
Net Operating Income $ 10,319 $ 8,684
Non-same store Net Operating Income (1,983) (598)
Same store Net Operating Income 8,336 8,086

BRT Apartments Corp. (NYSE: BRT)

NON-GAAP FINANCIAL MEASURES AND DEFINITIONS

(dollars in thousands)

________________________________________________________________________________________

Funds from Operations (FFO)

FFO is a non-GAAP financial performance measure defined by the National Association of Real Estate Investment Trusts and is widely recognized by investors and analysts as one measure of operating performance of a REIT. The FFO calculation excludes items such as real estate depreciation and amortization, gains and losses on the sale of real estate assets and impairment on depreciable assets. Historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, it is management’s view, and we believe the view of many industry investors and analysts, that the presentation of operating results for a REIT using the historical accounting for depreciation is insufficient. FFO excludes gains and losses from the sale of real estate, which we believe provides management and investors with a helpful additional measure of the performance of our real estate portfolio, as it allows for comparisons, year to year, that reflect the impact on operations from trends in items such as occupancy rates, rental rates, operating costs, general, administrative and other expenses, and interest expenses.

Adjusted Funds from Operations (AFFO)

AFFO excludes from FFO straight line rent adjustments, loss on extinguishment of debt, amortization of restricted stock and RSU expense, amortization of deferred mortgage costs and gain on insurance recovery. AFFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management and provides investors a view of the performance of our portfolio over time, including after the time we cease to acquire properties on a frequent and regular basis. We believe that AFFO enables investors to compare the performance of our portfolio with other REITs that have not recently engaged in acquisitions, as well as a comparison of our performance with that of other non-traded REITs, as AFFO, or an equivalent measure is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

Debt Service Coverage Ratio

Debt service coverage ratio is net operating income ("NOI") divided by total debt service and includes both consolidated and unconsolidated assets.

Total Debt Service

Total debt service is the cash required to cover the repayment of interest and principal on a debt for a particular period. Total debt service is used in the calculation of the debt service coverage ratio which is used to determine the borrower’s ability to make debt service payments.

Stabilized Properties

For all periods presented, stabilized properties include all our consolidated properties, other than those in lease-up or development.

Same Store

Same store refers to stabilized properties that we and our consolidated joint ventures owned and operated for the entirety of both periods being compared.

Pro-Rata Share

BRT's pro-rata share reflects its percentage equity interest in the unconsolidated joint ventures that own these properties. Due to the operation of allocation/distribution provision of the joint venture agreements pursuant to which BRT participates in the ownership of these properties, BRT's share of the gain and loss on the sale of a property may be less than implied by BRT's percentage equity interest.

BRT Apartments Corp. (NYSE: BRT)

on Portfolio Table

As of 6/17/2020

___________________________________________________________________________________________

Property City State Year Built Year Acquired Property Age Units Q1 2020 Avg. Occupancy Q1 2020 Avg. Rent per Occ. Unit % Ownership
Consolidated Properties
Silvana Oaks North Charleston SC 2010 2012 11 208 92.7% $ 1,170 100 %
Avondale Station Decatur GA 1950 2012 71 212 97.0% 1,154 100 %
Newbridge Commons Columbus OH 1999 2013 22 264 94.9% 926 100 %
Kendall Manor Houston TX 1981 2014 40 272 88.9% 837 100 %
Avalon Pensacola FL 2008 2014 13 276 93.2% 1,100 100 %
Parkway Grande San Marcos TX 2014 2015 7 192 91.0% 1,078 100 %
Woodland Trails LaGrange GA 2010 2015 11 236 95.5% 1,004 100 %
Kilburn Crossing Fredericksburg VA 2005 2016 16 220 93.5% 1,392 100 %
Total/Weighted Avg. Consolidated 24 1,880
Properties owned by Unconsolidated Joint Ventures
Brixworth at Bridgestreet Huntsville AL 1985 2013 36 208 97.7% 802 80 %
Crossings of Bellevue Nashville TN 1985 2014 36 300 97.6% 1,194 80 %
Retreat at Cinco Ranch Katy TX 2008 2016 13 268 93.2% 1,180 75 %
Grove at River Place Macon GA 1988 2016 33 240 91.8% 674 80 %
Civic Center 1 Southaven MS 2002 2016 19 392 95.6% 936 60 %
Verandas at Shavano Park San Antonio TX 2014 2016 7 288 91.6% 1,068 65 %
Chatham Court and Reflections Dallas TX 1986 2016 35 494 92.7% 982 50 %
Waters Edge at Harbison Columbia SC 1996 2016 25 204 90.4% 936 80 %
Pointe at Lenox Park Atlanta GA 1989 2016 32 271 93.4% 1,270 74 %
Civic Center 2 Southaven MS 2005 2016 16 384 95.5% 1,023 60 %
Verandas at Alamo Ranch San Antonio TX 2015 2016 6 288 94.0% 1,041 71.9 %
OPOP Towers St. Louis MO 2014 2017 7 128 96.7% 1,348 75.5 %
OPOP Lofts St. Louis MO 2014 2017 7 53 95.5% 1,387 75.5 %
Vanguard Heights Creve Coeur MO 2016 2017 5 174 97.1% 1,579 78.4 %
Mercer Crossing Dallas TX 2014/2016 2017 7 509 91.8% 1,337 50 %
Jackson Square Tallahassee FL 1996 2017 25 242 96.8% 1,085 80 %
Magnolia Pointe Madison AL 1991 2017 30 204 97.8% 893 80 %
Woodland Apartments Boerne TX 2007 2017 14 120 95.0% 967 80 %
The Avenue Ocoee FL 1998 2018 23 522 94.5% 1,094 50 %
Parc at 980 Lawrenceville GA 1997 2018 24 586 92.9% 1,175 50 %
Anatole Apartments Daytona Beach FL 1986 2018 35 208 92.6% 927 80 %
Landings of Carrier Parkway Grand Prairie TX 2001 2018 20 281 93.0% 1,064 50 %
Crestmont at Thornblade Greenville SC 1998 2018 23 266 89.9% 1,055 90 %
The Vive at Kellswater Kannapolis NC 2011 2019 10 312 94.4% 1,724 65 %
Somerset at Trussville Trussville AL 2007 2019 14 328 95.9% 1,009 80 %
The Village at Lakeside Auburn AL 1988 2019 33 200 95.0% 860 80 %
Canalside Lofts Columbia SC 2008/2013 2017 13 374 88.5% 1,255 36 %
Gateway Oaks Forney TX 2016 2016 5 313 86.4% 1,148 50 %
Abbotts Run Wilmington NC 2001 2019 20 264 N/A N/A 80 %
Total/Weighted Avg. Unconsolidated 20 8,421
Lease-Up Projects: (1)
Bell's Bluff Nashville TN 2018 2 402 69.1% 1,393 58.1 %
Canalside Sola Columbia SC 2018 2 339 79.2% 1,370 46.2 %
Total/Weighted Avg. (lease-up) 2 741
Total/Weighted Avg. Portfolio 19 11,042
(1) Unconsolidated

14