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BRT REALTY TRUST FILES (8-K/A) Disclosing Financial Statements and Exhibits

August 5, 2014

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired-Sandtown Vista Page (i) Independent Auditor's Report 1 (ii) Statement of Revenues and Certain Expenses for the year ended December 31, 2013



(iii) Statement of Revenues and Certain Expenses for the three months ended 2

March 31, 2014. (Unaudited) (iv) Notes to Statements of Revenues and Certain Expenses 3 (b) Unaudited Pro Forma Consolidated Financial Statements 4 (i) Pro Forma Consolidated Balance Sheet at March 31, 2014 5 (ii) Pro Forma Consolidated Statements of Income: For the year ended September 30, 2013 6 For the six months ended March 31, 2014 7 (iii) Notes to Pro Forma Consolidated Financial Statements 8 (c) Exhibits Exhibit No. Title of Exhibit 23.1 Consent of BDO USA, LLP dated August 5, 2014

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Independent Auditor's Report

Board of Trustees and ShareholdersBRT Realty Trust and Subsidiaries Great Neck, New York 11021 We have audited the accompanying statements of revenues and certain expense of the property located at 1475 Sand Bay Drive, Atlanta, Georgia (the "Sandtown Vista") for the year ended December 31, 2013.



Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the statement of revenues and certain expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenues and certain expenses that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues and certain expenses. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the statement of revenues and certain expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to Sandtown Vista's preparation and fair presentation of the statement of revenues and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses.



We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the statement of revenues and certain expenses of the Property for the year ended December 31, 2013, in accordance with accounting principles generally accepted in the United States of America.



Emphasis of Matter

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with rules and regulations of the U.S. Securities and Exchange Commission and for inclusion in a Current Report on Form 8-K/A of BRT Realty Trust as described in Note 2 to the statement of revenues and certain expenses and is not intended to be a complete presentation of the Property's revenues and expenses. /s/ BDO USA, LLP New York, New YorkAugust 5, 2014 1

-------------------------------------------------------------------------------- Sandtown Vista Statements of Revenues and Certain Expenses Three Months Ended Year Ended March 31, 2014 December 31, 2013 (Unaudited) Revenues: Rental and other income $ 821,000 $ 3,430,000 Certain Expenses: Real estate taxes 107,000 402,000 Management fees 30,000 118,000 Utilities 31,000 310,000 Payroll 88,000 374,000 Insurance 18,000 80,000 Repairs and maintenance 46,000 207,000 Total certain expenses 320,000 1,491,000 Revenues in excess of certain expenses $ 501,000 $



1,939,000

See Independent Auditor's report and accompanying notes to the Statements of Revenues and Certain Expenses.

2 -------------------------------------------------------------------------------- Sandtown Vista Notes to Statements of Revenues and Certain Expenses



1. Organization

The property, located at 1475 Sand Bay Drive, Atlanta, GA ("Sandtown Vista" or the "Property"), is a garden apartment complex containing 350 units.

BRT Realty Trust ("BRT" or the "Trust") is a business trust organized in Massachusetts. BRT owns, operates and develops multi-family properties, commercial and mixed use real estate assets and originates and holds for investment loans on multi-family and commercial properties.

On June 26, 2014, a consolidated joint venture comprised of our wholly-owned subsidiary and an unaffiliated joint venture partner acquired the Property for a contract purchase price of $28.4 million, financed with $22.2 million of mortgage debt.



2. Basis of Presentation and Significant Accounting Policies

The accompanying statements of revenues and certain expenses of the Property has been prepared in accordance with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for inclusion in the Trust's Current Report on Form 8-K/A. Accordingly, the statements of revenues and certain expenses excludes certain expenses that may not be comparable to those expected to be incurred in the future operations of the aforementioned property. Items excluded consist of interest expense, depreciation, amortization, corporate expenses, and other costs not directly related to future operations.



Use of Estimates

The preparation of the statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the statements of revenues and certain expenses. Actual results could differ from those estimates. Revenue Recognition



Rental revenue is recognized on an accrual basis when earned and due from tenants. Leases are generally for a one-year term and have no renewal options.

Income Taxes

The entity that owns the Property was organized as a limited liability company and is not directly subject to federal or state income taxes.

3. Subsequent Events

Subsequent events were evaluated from December 31, 2013 through August 5, 2014, the date on which the statements of revenues and certain expenses was issued.

3 --------------------------------------------------------------------------------

BRT REALTY TRUST AND SUBSIDIARIES Pro Forma Consolidated Financial Statements (Unaudited) On June 26, 2014, TRB Sandtown Vista LLC, a wholly owned subsidiary of BRT Realty Trust (the "Trust") and an unaffiliated joint venture partner, acquired a multi-family garden apartment complex located at 1475 Sand Bay Drive, Atlanta, GA ("Sandtown Vista") containing 350 units for a contract purchase price of $28.4 million, including $22.2 million of mortgage debt. On April 2, 2014, TRB Triple Play LLC, a wholly owned subsidiary of the Trust, and an unaffiliated joint venture partner, acquired three multi-family garden apartment complexes located at 1 Club Parkway, Nashville, TN, 7601 North Chicot Road, Little Rock AK and 1945 North Lock Road, Wichita, KS (the "Triple Play Properties") containing an aggregate of 968 units for a contract purchase price of $54.3 million, including $35.3 of assumed mortgage debt. On January 21, 2014, TRB Waterside LLC, a wholly owned subsidiary of the Trust, and an unaffiliated joint venture partner, acquired a multi-family garden apartment complex located at 8380 Whipporwill Drive, Indianapolis, Indiana ("Waterside at Castleton") containing 400 units for a contract purchase price of $18.8 million, including $14.5 million of mortgage debt. On November 22, 2013, TRB Columbus LLC, a wholly-owned subsidiary of the Trust, acquired a 264 unit multi-family garden apartment complex located at 4551 Durrow Drive, Columbus, Ohio ("Newbridge Commons"), for a contract purchase price of $14.1 million, including $10.7 million of assumed mortgage debt. The pro forma unaudited consolidated balance sheet is presented as if the acquisitions had been completed on March 31, 2014. The pro forma unaudited consolidated statement of income for the year ended September 30, 2013 is presented as if the acquisition of the Triple Play Properties, Waterside at Castleton and Newbridge Commons had been completed on October 1, 2012. The unaudited pro forma consolidated statement of income for the six months ended March 31, 2014 is presented as if the acquisition of Sandtown Vista, the Triple Play Properties, Waterside at Castleton and Newbridge Commons had been completed on October 1, 2013.



The pro forma unaudited consolidated statement of income for the six months ended March 31, 2014 has been adjusted to reflect the income and certain expense items of Waterside at Castleton and Newbridge Commons from the date of acquisition through March 31, 2014.

These pro forma unaudited consolidated financial statements are presented for informational purposes only and should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended September 30, 2013. The pro forma unaudited consolidated financial statements are based on assumptions and estimates considered appropriate by the Trust's management; however, such statements do not purport to represent what the Trust's financial position and results of operations would have been assuming the completion of the acquisitions on October 1, 2012 and October 1, 2013, nor do they purport to project the Trust's financial position and results of operations at any future date or for any future period. In the opinion of the Trust's management, all adjustments necessary to reflect the effects of the transactions described above have been included in the pro forma consolidated financial statements. 4 --------------------------------------------------------------------------------

BRT REALTY TRUST AND SUBSIDIARIES PRO FORMA - UNAUDITED CONSOLIDATED BALANCE SHEET At March 31, 2014 (Amounts in thousands, except per share data) Purchase of The Trust The Trust Previously Reported Sandtown Pro Forma Historical Acquisition(a) Vista as Adjusted ASSETS Real estate properties, net of accumulated depreciation of $18,427$ 518,924 $



54,250 $ 28,350$ 601,524

Real estate loans, net, all earning interest 17,222 - - 17,222 Cash and cash equivalents 47,984 (14,951 ) (5,714 ) 27,319 Restricted cash - construction holdbacks 20,142 - - 20,142 Deferred costs 13,371 368 189 13,928 Prepaid expenses 4,006 - - 4,006 Other assets 12,340 528 953 13,821 Total Assets $ 633,989 $ 40,195 $ 23,778$ 697,962 LIABILITIES AND EQUITY Liabilities: Mortgages payable $ 393,221 $ 35,265 $ 22,165$ 450,651 Junior subordinated notes 37,400 - - 37,400 Accounts payable and accrued liabilities 8,273 371 184 8,828 Deposits payable 1,327 128 - 1,455 Deferred income 25,848 - - 25,848 Total Liabilities 446,069 35,764 22,349 524,182 Commitments and contingencies - - - -



Equity:

BRT Realty Trust shareholders' equity:

Preferred shares, $1 par value:

authorized 10,000 shares, none issued - - - - Shares of beneficial interest, $3 par value: authorized number of shares, unlimited, 13,535 issued 40,965 - - 40,965 Additional paid-in capital 165,798 - - 165,798 Accumulated other comprehensive income 4 - - 4 Accumulated deficit (72,897 ) - - (72,897 ) Total BRT Realty Trust shareholders' equity 133,870 - - 133,870 Non-controlling interests 34,050 4,431 1,429 39,910 Total Equity 167,920 4,431 1,429 173,780 Total Liabilities and Equity $ 633,989 $



40,195 $ 23,778$ 697,962

See accompanying notes to the unaudited pro forma consolidated financial statements 5

-------------------------------------------------------------------------------- BRT REALTY TRUST AND SUBSIDIARIES PRO FORMA - UNAUDITED CONSOLIDATED STATEMENT OF INCOME For The Year Ended September 30, 2013 (Dollars in thousands, except share data) Previously Reported The Trust The Trust Acquisitions Purchase of Pro Forma Historical (b) Sandtown Vista as Adjusted Revenues: Rental and other revenue from real estate properties $ 30,592$ 12,607 $ 3,506 $ 46,705 Interest and fees on real estate loans 9,946 - - 9,946 Other income 2,279 - - 2,279 Total revenues 42,817 12,607 3,506 58,930 Expenses: Operating expenses relating to real estate properties 16,409 6,431 1,770 24,610 Interest expense 12,487 2,804 (c) 897 ( c) 16,188 Advisor's fees, related party 1,802 309 (d) 102 (d) 2,213 Property acquisition costs 2,466 - - 2,466 General and administrative-including $779 to related party 7,448 - - 7,448 Depreciation and amortization 7,094 2,324 (e) 756 (e) 10,174 Total expenses 47,706 11,868 3,525 63,099 Total revenues less total expenses (4,889 ) 739 (19 ) (4,169 ) Equity in earnings of unconsolidated ventures 198 - - 198 Gain on sale of available-for-sale securities 530 - - 530 Gain on sale of partnership interest 5,481 - - 5,481 Gain on sale of real estate assets 769 - - 769 Net income (loss) 2,089 739 (19 ) 2,809 Plus: net loss (income) attributable to non-controlling interests 2,924 (191 ) (17 ) 2,716 Net income (loss) attributable to common shareholders $ 5,013 $ 548 $ (36 ) $ 5,525 Basic and diluted per share amounts attributable to common shareholders: Income from continuing operations $ .30 $ .04 $ .00 $ . 34 Discontinued operations .05 - - .05 Basic and diluted income per share $ .35 $ .04 $ .00 $ .39



Amounts attributable to BRT Realty Trust:

Income from continuing operations $ 4,244 $ 548 $ (36 ) $ 4,756 Discontinued operations 769 - - 769 Net income $ 5,013 $ 548 $ (36 ) $ 5,525 Weighted average number of common shares outstanding: Basic and diluted 14,137,091 14,137,091 14,137,091 14,137,091 See accompanying notes to the pro forma unaudited consolidated financial statements. 6

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BRT REALTY TRUST AND SUBSIDIARIES PRO FORMA - UNAUDITED CONSOLIDATED STATEMENT OF INCOME For The Six Months Ended March 31, 2014 (Dollars in thousands, except share data) The Trust Pro The Trust Previously Reported Purchase of Forma Historical Acquisitions(b) Sandtown Vista As Adjusted Revenues: Rental and other revenue from real estate properties $ 28,684 $



5,023 $ 1,753 $ 35,460 Interest and fees on real estate loans

1,769 - - 1,769 Other income 547 - - 547 Total revenues 31,000 5,023 1,753 37,776 Expenses: Operating expenses relating to real estate properties 16,029 2,585 885 19,499 Interest expense 9,778 1,082 (c) 448 (c) 11,308 Advisor's fees, related party 930 156 (d) 51 (d) 1,137 Property acquisition costs 1,528 - - 1,528 General and administrative-including $213 to related party 3,427 - - 3,427 Depreciation and amortization 6,574 952 (e) 378 (e) 7,904 Total expenses 38,266 4,775 1,762 44,803 Total revenues less total expenses (7,266 ) 248 (9 ) (7,037 ) Equity in earnings of unconsolidated ventures 4 - - 4 Net (loss) income (7,262 ) 248 (9 ) (7,033 ) Plus: net loss (income) attributable to non-controlling interests 1,937 (80 ) (8 ) 1,851 Net (loss) income attributable to common shareholders $ (5,325 ) $ 168 $ (17 ) $ (5,182 ) Basic and diluted per share amounts attributable to common shareholders: Basic and diluted (loss) income per share $ (.37 ) $ .01 .00 $ (.36 ) Weighted average number of common shares outstanding: Basic and diluted 14,227,734 14,227,734 14,227,734 14,227,734


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