brt-20230630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-07172

BRT APARTMENTS CORP.

(Exact name of Registrant as specified in its charter)


Maryland						13-2755856
(State or other jurisdiction of						(I.R.S. Employer Identification No.)
incorporation or organization)


60 Cutter Mill Road, Great Neck, NY						11021
(Address of principal executive offices)						(Zip Code)

516-466-3100

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer” “accelerated filer”, “smaller reporting company”and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐						Accelerated filer ☐
Non-accelerated filer ☒						Smaller reporting company ☒
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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

18,860,350 Shares of Common Stock,

par value $0.01 per share, outstanding on August 1, 2023

Table of Contents

BRT APARTMENTS CORP. AND SUBSIDIARIES

Table of Contents


Part I - Financial Information		Page No.
Item 1.	Financial Statements
	Consolidated Balance Sheets - June 3 0 , 2023 (unaudited) and December 31, 2022 (audited)	2
	Consolidated Statements of Operations –Three and s ix months ended June 3 0 , 2023 and 2022 (unaudited)	3

	Consolidated Statements of Equity – Three and s ix months ended June 3 0 , 2023 and 2022 (unaudited)	4
	Consolidated Statements of Cash Flows – Six months ended June 3 0 , 2023 and 2022 (unaudited)	6
	Notes to Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	38

Item 4.	Controls and Procedures	38

Part II – Other Information

Item 1.	Legal Proceedings	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Table of Contents

Explanatory Note

Unless otherwise indicated or the context otherwise requires, all references to (i) “us”, “we”, “BRT” or the “Company” refer to BRT Apartments Corp. and its consolidated and unconsolidated subsidiaries; (ii) "acquisitions" include investments in and by unconsolidated joint ventures; and (iii) "same store properties" refer to properties that we owned and operated for the entirety of the periods being compared, except for properties that are under construction, in lease-up, or are undergoing development or redevelopment. We move properties previously excluded from our same store portfolio (because they were under construction, in lease up or are in development or redevelopment) into the same store designation once they have stabilized (as described below) and such status has been reflected fully in all quarters during the applicable periods of comparison. Newly constructed, lease-up, development and redevelopment properties are deemed stabilized upon the earlier to occur of the first full calendar quarter beginning (a) 12 months after the property is fully completed and put in service and (b) attainment of at least 90% physical occupancy.

Table of Contents

Item 1. Financial Statements

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)


	June 30, 2023		December 31, 2022
	(unaudited)		(audited)
ASSETS
Real estate properties, net of accumulated depreciation and amortization of $67,753 and $55,195	$	643,869	$	651,603
Investments in unconsolidated joint ventures	35,530		42,576
Cash and cash equivalents	31,336		20,281
Restricted cash	830		872
Other assets	16,241		16,786

Total Assets	$	727,806	$	732,118
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, net of deferred costs of $4,438 and $4,166	$	423,383	$	403,792
Junior subordinated notes, net of deferred costs of $267 and $277	37,133		37,123
Credit facility, net of deferred costs of $0 and $498	—		18,502
Accounts payable and accrued liabilities	21,544		22,631
Total Liabilities	482,060		482,048

Commitments and contingencies
Equity:
BRT Apartments Corp. stockholders' equity:
Preferred shares $0.01 par value 2,000 shares authorized, none outstanding	—		—
Common stock, $0.01 par value, 300,000 shares authorized; 17,917 and 18,006 shares outstanding	179		180
Additional paid-in capital	272,064		273,863

Accumulated deficit	(26,514)		(23,955)
Total BRT Apartments Corp. stockholders’ equity	245,729		250,088
Non-controlling interest	17		(18)
Total Equity	245,746		250,070
Total Liabilities and Equity	$	727,806	$	732,118

See accompanying notes to consolidated financial statements.

Table of Contents

BRT APARTMENTS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands, except shares and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental and other revenue from real estate properties	$	23,255	$	14,683	$	46,194	$	26,113
Other income	63		2		63		6
Total revenues	23,318		14,685		46,257		26,119
Expenses:
Real estate operating expenses - including $10 and $8 to related parties for the three months ended and $16 and $19 for the six months ended	10,548		6,348		20,982		11,101
Interest expense	5,513		2,912		10,996		4,933
General and administrative - including $165 and $185 to related parties for the three months ended and $337 and $431 for the six months ended	3,848		3,533		7,903		7,166

Depreciation and amortization	7,543		5,010		15,551		8,616
Total expenses	27,452		17,803		55,432		31,816
Total revenues less total expenses	(4,134)		(3,118)		(9,175)		(5,697)
Equity in earnings (loss) of unconsolidated joint ventures	464		(50)		1,279		1,180
Equity in earnings from sale of unconsolidated joint ventures properties	14,744		40,098		14,744		53,059
Gain on sale of real estate	—		—		—		6
Insurance recovery of casualty loss	215		—		215		—
Gain on insurance recoveries	—		—		240		—

SEC Form 10-Q filed by BRT Apartments Corp. (MD)