Part I - Financial Information Item 1. Financial Statements The unaudited statements show increased assets and liabilities from acquisitions and a net loss for the quarter Consolidated Balance Sheets Total assets grew to $1.15 billion and liabilities to $868.4 million, driven by property acquisitions Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Assets | $1,153,915 | $1,123,707 | | Real estate properties, net | $1,077,326 | $1,029,239 | | Cash and cash equivalents | $21,062 | $32,428 | | Total Liabilities | $868,397 | $833,347 | | Mortgages payable, net | $808,729 | $771,817 | | Total Equity | $285,518 | $290,360 | Consolidated Statements of Operations The company reported a Q1 2019 net loss of $4.2 million, a significant shift from a $25.2 million net income in Q1 2018 Statement of Operations Summary (in thousands, except per share data) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Total Revenues | $30,946 | $29,651 | | Total Expenses | $35,744 | $34,548 | | Gain on sale of real estate | $0 | $51,981 | | Net (loss) income attributable to common stockholders | $(4,247) | $25,222 | | Diluted (loss) earnings per share | $(0.27) | $1.75 | Consolidated Statements of Comprehensive (Loss) Income A comprehensive loss of $4.9 million was reported for Q1 2019, compared to a $26.0 million comprehensive income in Q1 2018 Comprehensive (Loss) Income Summary (in thousands) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net (loss) income | $(5,083) | $49,908 | | Other comprehensive (loss) income | $(869) | $1,132 | | Comprehensive (loss) income attributable to common stockholders | $(4,852) | $26,008 | Consolidated Statement of Equity Total equity decreased to $285.5 million due to a net loss and common stock distributions - Key changes in equity for Q1 2019 included a net loss of $5.1 million, common stock distributions of $3.2 million ($0.20 per share), and distributions to non-controlling interests of $2.3 million15 Consolidated Statements of Cash Flows Net cash decreased by $11.7 million, driven by investing activities in real estate properties Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,492 | $11,609 | | Net cash (used in) provided by investing activities | $(18,219) | $43,289 | | Net cash used in financing activities | $(2,006) | $(37,983) | | Net (decrease) increase in cash | $(11,733) | $16,915 | Notes to Consolidated Financial Statements Notes detail accounting policies, portfolio composition, debt obligations, and recent property acquisitions - As of March 31, 2019, the company owned 36 multi-family properties with 10,008 units and interests in three unconsolidated joint ventures with 1,026 units24 - In February 2019, the company changed its fiscal year end from September 30 to December 31 to better align with other multi-family REITs32 - The company acquired one 312-unit multi-family property in Kannapolis, NC, for $48.1 million during the quarter ended March 31, 201949 - Total debt obligations, net of deferred costs, increased to $845.8 million as of March 31, 2019, from $808.9 million at December 31, 201858 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management analyzes financial results, highlighting revenue growth from acquisitions and sufficient liquidity for near-term obligations Overview The company operates as a REIT focused on multi-family properties, primarily in the southeast U.S. and Texas - The company acquired the 312-unit Vive at Kellswater property in Kannapolis, NC, for $48.1 million on March 12, 2019104 - Subsequent to the quarter end, on May 7, 2019, the company acquired a 328-unit property in Trussville, AL, for $43.0 million through a joint venture106 - Leasing commenced in Q1 2019 for the first 120 completed units at the 402-unit Bells Bluff project in West Nashville, TN103 Results of Operations Q1 2019 revenues increased 4.4% and expenses rose 3.5%, driven by property acquisitions and same-store performance Revenue and Expense Comparison (in thousands) | Category | Q1 2019 | Q1 2018 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $30,946 | $29,651 | $1,295 | 4.4% | | Total Expenses | $35,744 | $34,548 | $1,196 | 3.5% | - Rental revenue from same-store properties increased by $980,000, largely due to higher rental rates and occupancy109 - Real estate operating expenses for same-store properties increased by $621,000, with approximately 55% of this increase due to higher real estate taxes from increased assessments115 Liquidity and Capital Resources Available liquidity stood at $23.5 million, with management deeming resources sufficient for near-term needs - As of May 6, 2019, the company had $23.5 million in available liquidity, comprising $14.7 million in cash, $7.8 million in restricted cash, and $1.0 million available under its credit facility124 - The company entered into a new $10 million credit facility in April 2019, secured by cash accounts, and subsequently borrowed $9 million in May 2019129 - The company paid a quarterly cash dividend of $0.20 per share on January 4, 2019, and April 5, 2019, despite having a net operating loss carryforward that does not currently require distributions to maintain REIT status133 Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) Q1 2019 FFO was $3.1 million ($0.19/share) and AFFO was $3.7 million ($0.23/share) FFO and AFFO Reconciliation (in thousands, except per share data) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | GAAP Net (loss) income | $(4,247) | $25,222 | | NAREIT FFO | $3,062 | $5,334 | | AFFO | $3,718 | $3,794 | | NAREIT FFO per share | $0.19 | $0.37 | | AFFO per share | $0.23 | $0.26 | Item 3. Quantitative and Qualitative Disclosures About Market Risks The company's primary market risks are interest rate fluctuations and geographic concentration in Texas - A 100 basis point increase in interest rates would reduce annual net income by $641,000 from unhedged mortgages and increase interest expense by $374,000 on junior subordinated notes144146 - The company has geographic concentration risk, with 31% of its properties (by unit count) located in Texas, 15% in Georgia, and 12% in Florida147 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of the quarter-end - Based on an evaluation as of March 31, 2019, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective148 - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls149 Part II - Other Information Item 6. Exhibits This section lists filed exhibits, including a new loan agreement and required officer certifications - Exhibits filed include the Loan Agreement with VNB New York, LLC and certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act153
BRT Apartments (BRT) - 2019 Q1 - Quarterly Report