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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BRT Apartments Corp | NYSE:BRT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 17.60 | 0 | 01:00:00 |
Maryland
|
|
001-07172
|
|
13-2755856
|
(State or other jurisdiction of incorporation)
|
|
(Commission file No.)
|
|
(IRS Employer I.D. No.)
|
Item 9.01
|
Financial Statements and Exhibits.
|
(a)
|
Financial Statement of property acquired-Magnolia Pointe
|
Page
|
|
|
(i) Independent Auditor’s Report
|
1
|
|
|
(ii) Statement of Revenues and Certain Expenses for the Nine months ended September 30, 2017 (unaudited) and for the Year ended December 31, 2016.
|
2
|
|
|
(iii) Notes to Statement of Revenues and Certain Expenses
|
3
|
|
(b)
|
Unaudited Pro Forma Consolidated Financial Statements
|
4
|
|
|
(i) Pro Forma Consolidated Balance Sheet at September 30, 2017
|
5
|
|
|
(ii) Pro Forma Consolidated Statements of Income:
|
|
|
|
For the year ended September 30, 2017
|
6
|
|
|
(ii) Notes to Pro Forma Consolidated Financial Statements
|
7
|
|
(d)
|
Exhibits
|
|
|
|
|
|
|
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Exhibit No.
|
Title of Exhibit
|
|
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Consent of BDO USA, LLP, dated January 17, 2018
|
|
|
|
Nine months ended September 30, 2017 (unaudited)
|
Year ended December 31, 2016
|
||||
Revenues:
|
|
|
|
||||
Rental income
|
|
$
|
1,372,000
|
|
$
|
1,783,000
|
|
Other income
|
|
197,000
|
|
254,000
|
|
||
Rental and other income
|
|
1,569,000
|
|
2,037,000
|
|
||
|
|
|
|
||||
Certain Expenses:
|
|
|
|
||||
Real estate taxes
|
|
124,000
|
|
59,000
|
|
||
Management fees
|
|
54,000
|
|
72,000
|
|
||
Utilities
|
|
141,000
|
|
187,000
|
|
||
Payroll
|
|
167,000
|
|
226,000
|
|
||
Insurance
|
|
33,000
|
|
44,000
|
|
||
Repairs and maintenance
|
|
128,000
|
|
194,000
|
|
||
Total certain expenses
|
|
647,000
|
|
782,000
|
|
||
|
|
|
|
||||
Revenues in excess of certain expenses
|
|
$
|
922,000
|
|
$
|
1,255,000
|
|
|
|
The Company Historical
|
|
Purchase of Magnolia Pointe
|
|
The Company
Pro Forma
as Adjusted
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Real estate properties, net of accumulated depreciation
|
|
$
|
902,281
|
|
|
$
|
18,594
|
|
|
$
|
920,875
|
|
|
|
|
|
|
|
|
||||||
Real estate loan
|
|
5,500
|
|
|
—
|
|
|
5,500
|
|
|||
Cash and cash equivalents
|
|
12,383
|
|
|
(4,449
|
)
|
|
7,934
|
|
|||
Restricted cash
|
|
6,151
|
|
|
1,361
|
|
|
7,512
|
|
|||
Deposits and escrows
|
|
27,839
|
|
|
247
|
|
|
28,086
|
|
|||
Investment in unconsolidated joint ventures
|
|
21,415
|
|
|
—
|
|
|
21,415
|
|
|||
Other assets
|
|
9,359
|
|
|
73
|
|
|
9,432
|
|
|||
Real estate property held for sale
|
|
8,969
|
|
|
—
|
|
|
8,969
|
|
|||
Total Assets
|
|
$
|
993,897
|
|
|
$
|
15,826
|
|
|
$
|
1,009,723
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Mortgages payable, net of deferred costs
|
|
$
|
697,826
|
|
|
$
|
14,672
|
|
|
$
|
712,498
|
|
Junior subordinated notes, net of deferred costs
|
|
37,018
|
|
|
—
|
|
|
37,018
|
|
|||
Accounts payable and accrued liabilities
|
|
22,348
|
|
|
40
|
|
|
22,388
|
|
|||
Total Liabilities
|
|
757,192
|
|
|
14,712
|
|
|
771,904
|
|
|||
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Equity:
|
|
|
|
|
|
|
||||||
BRT Apartments Corp. stockholders' equity:
|
|
|
|
|
|
|
||||||
Preferred shares, $.01 and $1 par value:
|
|
|
|
|
|
|
||||||
authorized 2,000 and 10,000 shares, none issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock $.01 par value, 300,000 shares authorized;
|
|
|
|
|
|
|
||||||
13,333 shares issued at September 30, 2017
|
|
133
|
|
|
—
|
|
|
133
|
|
|||
Additional paid-in capital
|
|
201,910
|
|
|
—
|
|
|
201,910
|
|
|||
Accumulated other comprehensive income
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||
Accumulated deficit
|
|
(37,047
|
)
|
|
—
|
|
|
(37,047
|
)
|
|||
Total BRT Apartments Corp. stockholders' equity
|
|
165,996
|
|
|
—
|
|
|
165,996
|
|
|||
Non-controlling interests
|
|
70,709
|
|
|
1,114
|
|
|
71,823
|
|
|||
Total Equity
|
|
236,705
|
|
|
1,114
|
|
|
237,819
|
|
|||
Total Liabilities and Equity
|
|
$
|
993,897
|
|
|
$
|
15,826
|
|
|
$
|
1,009,723
|
|
|
The Company Historical
|
|
Purchase of Magnolia Pointe
|
|
The Company
Pro Forma
as Adjusted
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental and other revenues from real estate properties
|
$
|
104,477
|
|
|
$
|
2,086
|
|
|
$
|
106,563
|
|
Other income
|
1,294
|
|
|
—
|
|
|
1,294
|
|
|||
Total revenues
|
105,771
|
|
|
2,086
|
|
|
107,857
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Real estate operating expenses - including
$2,725 to related parties
|
51,279
|
|
|
1,008
|
|
|
52,287
|
|
|||
Interest expense
|
28,171
|
|
|
645
|
|
(a)
|
28,816
|
|
|||
General and administrative-including $346 to related party
|
9,396
|
|
|
—
|
|
|
9,396
|
|
|||
Depreciation
|
30,491
|
|
|
1,091
|
|
(b)
|
31,582
|
|
|||
Total expenses
|
119,337
|
|
|
2,744
|
|
|
122,081
|
|
|||
Total revenues less total expenses
|
(13,566
|
)
|
|
(658
|
)
|
|
(14,224
|
)
|
|||
Equity in loss of unconsolidated joint ventures
|
(384
|
)
|
|
—
|
|
|
(384
|
)
|
|||
Gain on sale of real estate assets
|
52,601
|
|
|
—
|
|
|
52,601
|
|
|||
Loss on extinguishment of debt
|
(1,463
|
)
|
|
—
|
|
|
(1,463
|
)
|
|||
Income (loss) from continuing operations
|
37,188
|
|
|
(658
|
)
|
|
36,530
|
|
|||
Provision for taxes
|
1,560
|
|
|
—
|
|
|
1,560
|
|
|||
Net income (loss)
|
35,628
|
|
|
(658
|
)
|
|
34,970
|
|
|||
Net (income) loss attributable to non-controlling interests
|
(22,028
|
)
|
|
132
|
|
|
(21,896
|
)
|
|||
Net income (loss) attributable to common stockholders
|
$
|
13,600
|
|
|
$
|
(526
|
)
|
|
$
|
13,074
|
|
|
|
|
|
|
|
||||||
Basic and diluted per share amounts attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic and diluted earnings (loss) per share
|
$
|
0.97
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.93
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares of common stock outstanding:
|
|
|
|
|
|
||||||
Basic
|
13,993,638
|
|
|
13,993,638
|
|
|
13,993,638
|
|
|||
Diluted
|
14,018,843
|
|
|
14,018,843
|
|
|
14,018,843
|
|
1.
|
The historical consolidated financial statements of the Company include the accounts of the Company and consolidated subsidiaries in which the Company is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”). Investments in entities for which the Company has the ability to exercise significant influence but does not have financial or operating control, are accounted for under the equity method of accounting. Accordingly, the Company’s share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income (loss) under the caption “Equity in loss of unconsolidated joint ventures”. Investments in entities for which the Company does not have the ability to exercise any influence are accounted for under the cost method of accounting.
|
2.
|
Notes to the pro forma unaudited consolidated balance sheet and statements of income for Magnolia Pointe for the year ended September 30, 2017.
|
a)
|
To reflect the interest expense resulting from the mortgage securing Magnolia Pointe which expense is calculated an interest rate of 4.08% and includes amortization of deferred financing costs.
|
b)
|
To reflect depreciation expense on the estimated useful life of the property of 30 years.
|
|
|
BRT APARTMENTS CORP.
|
|
|
|
|
|
By: /s/ George Zweier
|
|
|
George Zweier
|
January 17, 2018
|
|
Vice President and
|
Great Neck, NY
|
|
Chief Financial Officer
|
|
|
|
1 Year BRT Apartments Chart |
1 Month BRT Apartments Chart |
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