Cautionary Statement Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q (the "Quarterly Report"), together with other
statements and information publicly disseminated by us, 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 (the "Exchange Act"). We intend 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 include this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements relate to expectations, beliefs, projections, future
plans and strategies, anticipated events or trends concerning matters that are
not historical facts. Forward looking statements are generally identifiable by
use of words such as "may," "will," "will likely result," "shall," "should,"
"could," "believe," "expect," "intend," "anticipate," "estimate," "project,"
"apparent," "experiencing," or similar expressions or variations thereof.

Forward-looking statements contained in this Quarterly Report are based on our
beliefs, assumptions and expectations of our future performance taking into
account the information currently available to us. These beliefs, assumptions
and expectations can change as a result of many possible events or factors, not
all of which are known to us or within our control, and which could materially
affect actual results, performance or achievements. Factors which may cause
actual results to vary from our forward-looking statements include, but are not
limited to:


•inability to generate sufficient cash flows due to unfavorable economic and
market conditions (e.g., inflation, volatile interest rates and the possibility
of a recession), changes in supply and/or demand, competition, uninsured losses,
changes in tax and housing laws or other factors;
•adverse changes in real estate markets, including, but not limited to, the
extent of future demand for multifamily units in our significant markets,
barriers of entry into new markets which we may seek to enter in the future,
limitations on our ability to increase or collect rental rates, competition, our
ability to identify and consummate attractive acquisitions and dispositions on
favorable terms, and our ability to reinvest sale proceeds in a manner that
generates favorable returns;
•general and local real estate conditions, including any changes in the value of
our real estate;
•decreasing rental rates or increasing vacancy rates;
•challenges in acquiring properties (including challenges in buying properties
directly without the participation of joint venture partners and the limited
number of multi-family property acquisition opportunities available to us),
which acquisitions may not be completed or may not produce the cash flows or
income expected;
•the competitive environment in which we operate, including competition that
could adversely affect our ability to acquire properties and/or limit our
ability to lease apartments or increase or maintain rental rates;
•exposure to risks inherent in investments in a single industry and sector;
•the concentration of our multi-family properties in the Southeastern United
States and Texas, which makes us more susceptible to adverse developments in
those markets;
•increases in expenses over which we have limited control, such as real estate
taxes, insurance costs and utilities, due to inflation and other factors;
•impairment in the value of real estate we own;
•failure of property managers to properly manage properties;
•accessibility of debt and equity capital markets;
•disagreements with, or misconduct by, joint venture partners;
•inability to obtain financing at favorable rates, if at all, or refinance
existing debt as it matures;
•level and volatility of interest or capitalization rates or capital market
conditions;
•extreme weather and natural disasters such as hurricanes, tornadoes and floods;
                                       19
--------------------------------------------------------------------------------
  Table of Contents
•lack of or insufficient amounts of insurance to cover, among other things,
losses from catastrophes;
•risks associated with acquiring value-add multi-family properties, which
involves greater risks than more conservative approaches;
•the condition of Fannie Mae or Freddie Mac, which could adversely impact us;
•changes in Federal, state and local governmental laws and regulations,
including laws and regulations relating to taxes and real estate and related
investments;
•our failure to comply with laws, including those requiring access to our
properties by disabled persons, which could result in substantial costs;
•board determinations as to timing and payment of dividends, if any, and our
ability or willingness to pay future dividends;
•our ability to satisfy the complex rules required to maintain our qualification
as a REIT for federal income tax purposes;
•possible environmental liabilities, including costs, fines or penalties that
may be incurred due to necessary remediation of contamination of properties
presently owned or previously owned by us or a subsidiary owned by us or
acquired by us;
•our dependence on information systems and risks associated with breaches of
such systems;
•disease outbreaks and other public health events, and measures that are taken
by federal, state, and local governmental authorities in response to such
outbreaks and events;
•impact of climate change on our properties or operations;
•risks associated with the stock ownership restrictions of the Internal Revenue
Code of 1986, as amended (the "Code") for REITs and the stock ownership limit
imposed by our charter; and
•the other factors described in our Annual Report on Form 10-K for the year
ended December 31, 2022( the "Annual Report")including those set forth in such
report under the captions "Item 1. Business," "Item 1A. Risk Factors," and "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations".

We caution you not to place undue reliance on forward-looking statements, which
speak only as of the date of this report. Except to the extent otherwise
required by applicable law or regulation, we undertake no obligation to update
these forward-looking statements to reflect events or circumstances after the
filing of this report or to reflect the occurrence of unanticipated events
thereafter.

                                       20
--------------------------------------------------------------------------------
  Table of Contents
Overview

We are an internally managed real estate investment trust, also known as a REIT,
that owns, operates and, to a lesser extent, holds interests in joint ventures
that own and operate multi-family properties. At March 31, 2023, we: (i)
wholly-own 21 multi-family properties with an aggregate of 5,420 units and a
carrying value of $645.6 million; (ii) have ownership interests, through
unconsolidated entities, in eight multi-family properties with 2,781 units and a
carrying value of our net equity investment $37.7 million; and (iii) own other
assets, through consolidated and unconsolidated subsidiaries, with a carrying
value of $5.4 million. The 29 properties are located in 11 states; most of the
properties are located in the Southeast United States and Texas.


Challenges and Uncertainties as a Result of the Volatile Economic Environment



As more fully described in our Annual Report, and in particular, the sections
thereof entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations", we face challenges due to the
volatile economic environment.

Activities During the Three Months Ended March 31, 2023

Mortgage Financing and Credit Line Paydown



On February 24, 2023, we obtained mortgage debt of $21.2 million on our Silvana
Oaks-North Charleston, SC multi-family property. Such mortgage debt matures in
March 2033, bears interest of 4.45% and is interest only for the term of the
mortgage. We used the proceeds of this financing to pay off the outstanding $19
million balance on our credit facility.

Joint Venture - Contract to sell a property



On March 13, 2023, the unconsolidated joint venture that owns Chatham Court and
Reflections, a 494 unit multi-family property located in Dallas, TX, and in
which we have a 50% interest, entered into a contract to sell such property. We
estimate that our share of the gain from this sale will be approximately $14.6
million and that our share of the related early extinguishment of debt charge
will be $167,000. In 2022, this property accounted for $753,000 of equity in
earnings from unconsolidated joint ventures. We anticipate that the closing of
this transaction, which is subject to customary closing conditions, will be
completed in the quarter ending June 30, 2023, although we can provide no
assurance that this transaction will be completed.

Contract to Acquire a Property



On March 8, 2023, we entered into an agreement to acquire a 238-unit multifamily
property constructed in 2019 and located in Richmond, VA, for a purchase price
of approximately $62.5 million. The purchase price includes the assumption of
approximately $32 million of mortgage debt bearing an interest rate of 3.34% and
maturing in 2061. The purchase is subject to the satisfaction of various
conditions, including the completion, to our satisfaction, of its due diligence
investigation, as well as the approval by the mortgage lender of our assumption
of the mortgage debt. We anticipate that this transaction will be completed by
year end 2023, although we can provide no assurance that this transaction will
be completed.

Insurance Recoveries

In late April 2023, we received $215,000, and during the quarter ending June 30,
2023, we anticipate receiving, an additional $275,000 of insurance recoveries
(net of applicable deductibles) related to an approximate $614,000 of repair and
maintenance expense incurred in the six months ended March 31, 2023 (including
$100,000 in the quarter ended March 31, 2023), at ten properties that incurred
damage as a result of a late December 2022 storm. We anticipate that such
amounts will be recorded as insurance recoveries in the quarters ending June 30,
2023 and/or September 30, 2023.
                                       21
--------------------------------------------------------------------------------

Results of Operations

Three months ended March 31, 2023 compared to three months ended March 31, 2022.



As used herein, the term "same store properties" refers to operating properties
that were wholly owned for the entirety of the periods presented. For the three
months ended March 31, 2023 and 2022, there were ten same store properties in
our consolidated portfolio.

Revenues

The following table compares our revenues for the periods indicated:



                                                     Three Months Ended 

March 31,


                                                                                                Increase                 %
(Dollars in thousands):                                 2023                  2022             (Decrease)              Change
Rental and other revenue from real estate
properties                                       $        22,939          $  11,430          $    11,509                  100.7  %
Other income                                                   -                  4                   (4)                (100.0) %
Total revenues                                   $        22,939          $  11,434          $    11,505                  100.6  %



Rental and other revenue from real estate properties

The increase was due to:

•$10.7 million from our purchase in 2022, of the interests of our joint venture partners that owned 11 multi-family properties (the "Partner Buyouts"), and



•$1.1 million at same store properties primarily due to an increase in average
rental rates.
The increase was offset by a $347,000 decrease due to a decline in occupancy
rates.


Expenses

The following table compares our expenses for the periods indicated:


                                                            Three Months Ended March 31,
                                                                                                      Increase
(Dollars in thousands)                                         2023                 2022             (Decrease)             % Change
Real estate operating expenses                          $        10,434          $  4,753          $     5,681                  119.5  %
Interest expense                                                  5,483             2,021                3,462                  171.3  %
General and administrative                                        4,055             3,633                  422                   11.6  %

Depreciation and amortization                                     8,008             3,606                4,402                  122.1  %
Total expenses                                          $        27,980          $ 14,013          $    13,967                   99.7  %



Real estate operating expense.

The increase is due to the following changes:

•$4.9 million from the Partner Buyouts, and



•$803,000 from same store properties, including an approximate (i) $263,000
increase in insurance expense ( including approximately $70,000 related to
cancellation penalties) due to the implementation, in December 2022, of the
master insurance program, (ii) $238,000 of repair, maintenance and replacements
and (iii) $102,000 increase in utility expense at Bells Bluff - West Nashville,
TN property, primarily due to a water leak.






                                       22

--------------------------------------------------------------------------------

  Table of Contents
Interest expense.

The change is due to a:

•$2.9 million increase from the Partner Buyouts;
•$423,000 increase due to an increase on the interest rate on our junior
subordinated debt which is based on three month LIBOR - we estimate that our
interest expense on this debt during the quarter ending June 30, 2023, will be
approximately $680,000, a $394,000 increase from the quarter ended June 30,
2022; and

•$250,000 increase due to the increase in the average outstanding balance on the
credit facility to $11.4 million during the three months ended March 31, 2023.
As of March 31, 2023, there is no outstanding balance on the facility.
The increase was offset by a decrease of $132,000 due to the payoff of $29.5
million of mortgage debt in 2022.

General and administrative
The increase is due primarily to a $435,000 increase in non-cash compensation
expense - specifically, increases of:

•$264,000 due to the inclusion, for the entire three months ended March 31,
2023, of the amortization expense related to the performance and market based
restricted stock units (the "RSUs") granted in June 2022; and

•$171,000 due to the amortization expense related to restricted stock, including
$143,000 related to the restricted stock granted in January 2023 as a result of
the higher fair value of the shares granted in 2023 in comparison to the value
of the restricted stock granted in 2018.

Depreciation and amortization

The increase is due primarily to $5.1 million from the Partner Buyouts, offset by a $721,000 decline due to reduced depreciation related to lease intangibles.

Gain on insurance recoveries

We received a $240,000 payment during the quarter ended March 31, 2023, representing the final payment made by the insurance carrier with respect to damage we sustained at The Woodland Apartments - Boerne, TX in 2021.

Unconsolidated Joint Ventures - Results of Operations

Equity in earnings (loss) of unconsolidated joint ventures.



The table below reflects the condensed income statements of our Unconsolidated
Properties. In accordance with US generally accepted accounting principles, each
of the line items in the chart below (other than equity in income (loss) of
unconsolidated joint ventures and equity in earnings from sale of unconsolidated
joint ventures) is presented as if these properties are wholly owned by us
although our equity interests in these properties ranges from 32 to 80% (see
note 7 of our consolidated financial statements) (dollars in thousands):
                                       23

--------------------------------------------------------------------------------


  Table of Contents
                                                         Three Months Ended March 31,
                                                                                                    Increase
                                                            2023                  2022              (Decrease)            % change
Rental and other revenues from unconsolidated
joint ventures                                       $        12,132          $  25,231          $    (13,099)                (51.9) %

Real estate operating expense from
unconsolidated joint ventures                                  5,675             11,169                (5,494)                (49.2) %
Interest expense from unconsolidated joint
ventures                                                       2,455              6,026                (3,571)                (59.3) %
Depreciation from unconsolidated joint
ventures                                                       2,707              6,636                (3,929)                (59.2) %
Total expenses from unconsolidated joint
ventures                                                      10,837             23,831               (12,994)                (54.5) %

Total revenues less total expenses from
unconsolidated joint ventures                                  1,295              1,400                  (105)                 (7.5) %

Other equity earnings                                            113                 55                    58                 105.5  %

Gain on insurance recoveries from
unconsolidated joint ventures                                     65                515                  (450)                (87.4) %
Loss on extinguishment of debt from
unconsolidated joint ventures                                      -                (30)                   30                (100.0) %
Gain on sale of real estate from
unconsolidated joint ventures                                      -             23,652               (23,652)               (100.0) %

Net income from unconsolidated joint ventures $ 1,473

$  25,592          $    (24,119)                (94.2) %

Equity in earnings of unconsolidated joint
ventures and equity in earnings from sale of
unconsolidated joint venture properties              $           815          $  14,191          $    (13,376)                (94.3) %


Set forth below is an explanation of the most significant changes in the
components of the equity in earnings of unconsolidated joint ventures and equity
in earnings from sale of unconsolidated joint venture properties. Same store
properties at Unconsolidated Properties represent eight properties that were
owned for the entirety of the periods being compared.

Rental and other revenues from unconsolidated joint ventures

The components of the decrease include:



•$10.1 million from the Partner Buyouts;
•$3.9 million from the sale in 2022 of the following properties owned by
unconsolidated joint ventures: Verandas at Shavano - San Antonio, TX
("Shavano"), Retreat at Cinco Ranch - Katy, TX ("Cinco") ,The Vive - Kanapolis,
NC (the "Vive"), and Waters Edge at Harbison - Columbia, SC ("Waters Edge";
collectively with Shavano, Cinco and Vive, the "2022 Sales").

Offsetting the decrease was a $868,000 increase from same store properties due to increased rental rates, net of the impact of a decrease in occupancy rates..

Real estate operating expenses from unconsolidated joint ventures

The components of the decrease are:



•$4.3 million from the Partner Buyouts; and
•$1.9 million from the 2022 Sales.


Offsetting this decrease was a $678,000 increase in such expenses at same store
properties, with expenses generally increasing across most expense categories
including real estate taxes and utilities and payroll.

Interest expense from unconsolidated joint ventures.

The decrease is due to the decrease in mortgage debt due to property sales and the Partner Buyouts-in particular:



•$2.5 million from the Partner Buyouts; and
•$1.0 million from the 2022 Sales.

                                       24
--------------------------------------------------------------------------------
  Table of Contents
Depreciation from unconsolidated joint ventures

The components of the decrease include:



•$2.8 million from the Partner Buyouts;
•$908,000 from the 2022 Sales (excluding Shavano).

Gain on insurance recoveries from unconsolidated joint ventures



In the three months ended March 31, 2023, we recognized a $65,000 gain on
insurance recoveries from a claim filed at a property and in the three months
ended March 31, 2022, we recognized $515,000 in gains primarily due to our
receipt of insurance recoveries from claims on two properties located in Texas
that were damaged in a February 2021 ice storm, which receipts exceeded the
assets previously written-off.

Gain on sale of real estate from unconsolidated joint ventures



In the three months ended March 31, 2022, we recognized a gain on the sale of
real estate of $23.7 million from the sale of Varandas at Shavano - San Antonio,
TX. There was no comparative sale in the quarter ended March 31, 2023.



Liquidity and Capital Resources



We require funds to pay operating expenses and debt service obligations, acquire
properties, make capital and other improvements, fund capital contributions and
pay dividends. Generally, our primary sources of capital and liquidity are the
operations of our multi-family properties (including distributions from the
operations of our multi-family joint ventures), mortgage debt financings and
re-financings, the sale of shares of our common stock pursuant to our
at-the-market equity distribution program, borrowings from our credit facility
and our available cash. At May 1, 2023, our available liquidity was $73.4
million, including $13.4 million of cash and cash equivalents and $60 million
available under our credit facility. At May 1, 2023, the interest rate on the
credit facility was 8%.

We anticipate that from April 1, 2023 through December 31, 2026, our operating
expenses, $130.5 million of mortgage amortization and interest expense
(including $53.2 million from unconsolidated joint ventures), $123.4 million of
balloon payments with respect to mortgages maturing in 2025 and 2026, estimated
capital expenditures (for 2023 only) of $8.7 million (including an estimated
$2.9 million for our value add program), interest expense on our junior
subordinated notes, estimated cash dividend payments of at least $71.6 million
(assuming (i) the current quarterly dividend rate of $0.25 per share and (ii)
19.1 million shares outstanding), will be funded from cash generated from
operations (including distributions from unconsolidated joint ventures),
property sales and, to the extent available, our credit facility. Our operating
cash flow and available cash is insufficient to fully fund the $123.4 million of
balloon payments, and if we are unable to refinance such debt on acceptable
terms, we may need to issue additional equity or dispose of properties, in each
case on potentially unfavorable terms.

Our ability to acquire additional multi-family properties and implement
value-add projects is limited by our available cash and our ability to (i) draw
on our credit facility, (ii) obtain, on acceptable terms, mortgage debt from
lenders, and (iii) raise capital from the sale of our common stock.

At March 31, 2023, we had mortgage debt of $691.2 million (including $260.8 million of mortgage principal debt of our unconsolidated subsidiaries). The mortgage debt at our: (i) consolidated subsidiaries had a weighted average interest rate of 4.02% and a weighted average remaining term to maturity of approximately 7.8 years, and (ii) at our unconsolidated subsidiaries had a weighted average interest rate of 4.07% and a remaining term to maturity of approximately 5.8 years.



Capital improvements at (i) two unconsolidated multi-family properties will be
funded by approximately $830,000 of restricted cash available at March 31, 2023
and the cash flow from operations at such properties and (ii) other properties
will be funded from the cash flow from operations of such properties.

Junior Subordinated Notes



As of March 31, 2023, $37.4 million (excluding deferred costs of $272,000 in
principal amount of our junior subordinated notes is outstanding. These notes
mature in April 2036, contain limited covenants (including covenants prohibiting
us from paying dividends or repurchasing capital stock if there is an event of
default (as defined therein) on these notes), are redeemable at our option and
bear an interest rate, which resets and is payable quarterly, of three-month
LIBOR plus 200 basis points. At March 31, 2023 and 2022, the interest rate on
these notes was 6.80% and 2.30%, respectively. As noted

                                       25
--------------------------------------------------------------------------------
  Table of Contents
in our Annual Report, there is uncertainty as to whether the alternative
interest rates to LIBOR contemplated by these notes will be available when LIBOR
becomes unavailable in July 2023.

Credit Facility



Our credit facility with VNB New York, LLC, an affiliate of Valley National Bank
(collectively, "VNB"), allows us to borrow, subject to compliance with borrowing
base requirements and other conditions, up to $60 million, (i) for the
acquisition of, and investment in, multi-family properties, (ii) to repay
mortgage debt secured by multi-family properties and (iii) for Operating
Expenses (i.e., working capital (including dividend payments) and operating
expenses); provided, that not more than $25 million may be used for Operating
Expenses. The credit facility is secured by cash accounts maintained by us at
VNB (and we are required to maintain substantially all of our bank accounts at
VNB), and the pledge of our interests in the entities that own the unencumbered
multi-family properties used in calculating the borrowing base. The credit
facility bears an annual interest rate, which resets daily, equal to the prime
rate, with a floor of 3.50%. The interest rate in effect as of March 31, 2023
was 8%. There is an annual fee of 0.25% on the total amount committed by VNB and
unused by us. The credit facility matures in September 2025. Net proceeds
received from the sale, financing or refinancing of our properties are generally
required to be used to repay amounts outstanding on the facility. As of May 1,
2023, there was no outstanding balance on the credit facility and $60 million is
available to be borrowed thereunder.

The terms of the credit facility include certain restrictions and covenants
which, among other things, limit the incurrence of liens, require that we
maintain and include in the collateral securing the facility at least three
unencumbered properties with an aggregate value(as calculated pursuant to the
facility) of at least $75 million, and require compliance with financial ratios
relating to, among other things, maintaining a minimum tangible net worth of
$140 million, the minimum amount of debt service coverage with respect to the
properties (and amounts drawn on the credit facility) used in calculating the
borrowing base. Net proceeds received from the sale, financing or refinancing of
wholly-owned properties are generally required to be used to repay amounts
outstanding under the credit facility.

At March 31, 2023, we were in compliance in all material respects with the requirements of the facility.

Other Financing Sources and Arrangements



At March 31, 2023, we are joint venture partners in unconsolidated joint
ventures which own eight multi-family properties and a development project, and
the distributions to us from these joint venture properties of $2.2 million in
the quarter ended March 31, 2023 contributed to our liquidity and cash flow.
Further, we may be required to make significant capital contributions with
respect to these properties. At March 31, 2023, these joint venture properties
have a net equity carrying value of $41.2 million and are subject to mortgage
debt, which is not reflected on our consolidated balance sheet, of $260.8
million. Although BRT Apartments Corp. is not the obligor with respect to such
mortgage debt, the loss of any of these properties due to mortgage foreclosure
or similar proceedings would have a material adverse effect on our results of
operations and financial condition. See note 7 to our consolidated financial
statements.

Cash Distribution Policy

We have elected to be treated as a REIT under the Internal Revenue Code of 1986,
as amended, which we refer to as the "Code." To qualify as a REIT, we must meet
a number of organizational and operational requirements, including a requirement
that we distribute to our stockholders within the time frames prescribed by the
Code at least 90% of our ordinary taxable income. Management currently intends
to maintain our REIT status. As a REIT, we generally will not be subject to
corporate Federal income tax on taxable income we distribute to stockholders in
accordance with the Code. If we fail to qualify as a REIT in any taxable year,
we will be subject to Federal income taxes at regular corporate rates and may
not be able to qualify as a REIT for four subsequent tax years. Even if we
qualify for Federal taxation as a REIT, we are subject to certain state and
local taxes on our income and to Federal income and excise taxes on
undistributed taxable income (i.e., taxable income not distributed in the
amounts and in the time frames prescribed by the Code).

On April 4, 2023, we paid a quarterly cash dividend of $0.25 per share.



We carefully monitor our discretionary spending. Our largest recurring
discretionary expenditure has been our quarterly dividend (which was $0.25 per
share of common stock, or in the approximate amount of $4.8 million, for the
most recent quarter). Each quarter, our board of directors evaluates the timing
and amount of our dividend based on its assessment of, among other things, our
short and long- term cash and liquidity requirements, prospects, debt
maturities, projections of our REIT taxable income, net income, funds from
operations, and adjusted funds from operations.
                                       26
--------------------------------------------------------------------------------
  Table of Contents
Application of Critical Accounting Estimates

A complete discussion of our critical accounting estimates is included in our
Annual Report. There have been no significant changes in such estimates since
December 31, 2022.



Funds from Operations, Adjusted Funds from Operations and Net Operating Income



We disclose below funds from operations ("FFO"), adjusted funds from operations
("AFFO") and net operating income ("NOI") because we believe that such metrics
are a widely recognized and appropriate measure of the performance of an equity
REIT.

We compute 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
(calculated in accordance with GAAP), excluding depreciation and amortization
related to real estate, gains and losses from the sale of certain real estate
assets, gains and losses from change in control, impairment write-downs of
certain real estate assets and investments in entities where the impairment is
directly attributable to decreases in the value of depreciable real estate held
by the entity. Adjustments for unconsolidated partnerships and joint ventures
are calculated to reflect funds from operations on the same basis. In computing
FFO, we do not add back to net income the amortization of costs in connection
with our financing activities or depreciation of non-real estate assets.

We compute AFFO by adjusting FFO for the loss of extinguishment of debt,our
straight-line rent accruals, restricted stock and RSU compensation expense, fair
value adjustment of mortgage debt, gain on insurance recovery, insurance
recovery from casualty loss and deferred mortgage and debt costs ( including, in
each case as applicable, from our share from our unconsolidated joint ventures).
Since the NAREIT White Paper only provides guidelines for computing FFO, the
computation of AFFO may vary from one REIT to another.

We believe 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 assumes that the carrying value of
real estate assets diminishes predictably over time. In fact, real estate values
have historically risen and fallen with market conditions. As a result, we
believe 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. We also consider FFO and AFFO to be
useful to us 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. FFO and AFFO
do not measure whether cash flow is sufficient to fund all of our cash needs,
including principal amortization and capital improvements. FFO and AFFO do not
represent cash flows from operating, investing or financing activities as
defined by GAAP.

Management recognizes that there are limitations in the use of FFO and AFFO. In
evaluating our performance, management is careful to examine GAAP measures such
as net income and cash flows from operating, investing and financing activities.


                                       27
--------------------------------------------------------------------------------
  Table of Contents
The tables below provides a reconciliation of net loss determined in accordance
with GAAP to FFO and AFFO on a dollar and per share basis for each of the
indicated periods (dollars in thousands, except per share amounts):


                                                                            

Three Months Ended March 31,


                                                                               2023              2022
GAAP Net (loss) income attributable to common stockholders                 $  (4,098)         $ 11,508
Add: depreciation of properties                                                8,008             3,606

Add: our share of depreciation in unconsolidated joint venture properties

                                                                     1,376             4,318

Deduct: our share of equity in earnings from sale of unconsolidated joint venture properties

                                                           -           (12,961)
Deduct: gain on sale of real estate                                                -                (6)
Adjustments for non-controlling interests                                         (4)               (4)
NAREIT Funds from operations attributable to common stockholders               5,282             6,461

Adjustments for: straight-line rent accruals                                      19                 6

Add: our share of loss on extinguishment of debt from unconsolidated joint venture properties

                                                           -                19
Add: amortization of restricted stock and RSU expense                          1,410               974
Add: amortization of deferred mortgage and debt costs                            252                77

Add: our share of deferred mortgage costs from unconsolidated joint venture properties

                                                                27                93
Add: amortization of fair value adjustment for mortgage debt                     157                 -

Less: gain on insurance proceeds                                                (240)                -

Less: our share of gain on insurance proceeds from unconsolidated joint venture properties

                                                         (30)             (386)
Adjustments for non-controlling interests                                         (3)               (1)

Adjusted funds from operations attributable to common stockholders $ 6,874 $ 7,243






                                       28

--------------------------------------------------------------------------------


  Table of Contents
                                                                                 Three Months Ended March 31,
                                                                                  2023                    2022
Net (loss) income attributable to common stockholders                      $          (0.21)         $       0.62
Add: depreciation of properties                                                        0.42                  0.20

Add: our share of depreciation in unconsolidated joint venture properties

                                                                             0.07                  0.23

Deduct: our share of equity in earnings from sale of unconsolidated joint venture properties

                                                                  -                 (0.70)
Deduct: gain on sale of real estate                                                       -                     -
Adjustment for non-controlling interests                                                  -                     -
NAREIT Funds from operations per diluted common share                                  0.28                  0.35

Adjustments for: straight line rent accruals                                              -                     -

Add: our share of loss on extinguishment of debt from unconsolidated joint venture properties

                                                                  -                     -
Add: amortization of restricted stock and RSU expense                                  0.07                  0.05
Add: amortization of deferred mortgage and debt costs                                  0.01                     -

Add: our share of deferred mortgage and debt costs from unconsolidated joint venture properties

                                                   -                  0.01
Add: amortization of fair value adjustment for mortgage debt                           0.01                     -

Less: gain on insurance proceeds                                                      (0.01)                    -

Less: our share of gain on insurance proceeds from unconsolidated joint venture properties

                                                                  -                 (0.02)
Adjustments for non-controlling interests                                                 -                     -
Adjusted funds from operations per diluted common share                    $           0.36          $       0.39

Diluted shares outstanding for FFO and AFFO                                      19,137,577            18,570,639



Three Months Ended March 31, 2023 and 2022



FFO for the three months ended March 31, 2023 decreased from the corresponding
quarter in the prior year primarily due to the increases in (i) interest expense
(the result of increased usage on our credit facility and increased interest
rates on our subordinated debt); (ii) general and administrative expenses
(primarily non-cash compensation expense related to the amortization of
restricted stock and RSU expense); and (iii) amortization of mortgage fair value
adjustments related to Partner Buyouts.

AFFO for the three months ended March 31, 2023 decreased from the corresponding
period in the prior year, primarily due to the increase in interest expense, the
result of increased usage on our credit facility and increased interest rates on
our subordinated debt.

Diluted per share FFO and AFFO were impacted in the three months ended March 31, 2023 by a 567,000 increase in the weighted average shares of common stock outstanding, primarily due to stock issuances pursuant to our at-the market offering, equity incentive program and dividend reinvestment plan.

See "Results of Operations - Three Months Ended March 31, 2023 compared to three months ended March 31, 2022", for a discussion of these changes.







                                       29

--------------------------------------------------------------------------------

Table of Contents



Net Operating Income, or NOI, is a non-GAAP measure of performance. NOI is used
by our management and many investors to evaluate and compare the performance of
our properties to other comparable properties, to determine trends at our
properties and to determine the estimated fair value of our properties. The
usefulness of NOI may be limited in that it does not take into account, among
other things, general and administrative expense, interest expense, loss on
extinguishment of debt, casualty losses, insurance recoveries and gains or
losses as determined by GAAP. NOI is a property specific performance metric and
does not measure our performance as a whole.

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. 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 income (loss). 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. However, NOI should
only be used as an alternative measure of our financial performance.

The following table provides a reconciliation of net income attributable to common stockholders as computed in accordance with GAAP to NOI of our consolidated properties for the periods presented (dollars in thousands):



                                                                Three 

Months Ended March 31,


                                                                   2023                  2022             Variance
GAAP Net (loss) income attributable to common
stockholders                                                $        (4,098)         $  11,508          $ (15,606)
Less: Other Income                                                        -                 (4)                 4
Add: Interest expense                                                 5,483              2,021              3,462
General and administrative                                            4,055              3,633                422

Depreciation and amortization                                         8,008              3,606              4,402
Provision for taxes                                                      76                 74                  2
Less: Gain on sale of real estate                                         -                 (6)                 6

  Equity in earnings from sale of unconsolidated
joint
  venture properties                                                      -            (12,961)            12,961
Gain on insurance recoveries                                           (240)                 -               (240)

Adjust for: Equity in (earnings) of unconsolidated joint venture properties

                                               (815)            (1,230)               415
Add: Net income attributable to non-controlling
interests                                                                36                 36                  -
Net Operating Income                                        $        12,505          $   6,677          $   5,828
Less: Non-same store Net Operating Income                             6,127                320              5,807
Same store Net Operating Income                             $         6,378          $   6,357          $      21





For the three months ended March 31, 2023, NOI increased $5.8 million from the
corresponding period in 2022 primarily due to a $11.5 million increase in rental
revenues offset by a $5.7 million increase in real estate operating expenses.
The increase in rental revenue and real estate operating expenses were primarily
due to the Partner Buyouts. Same store NOI in the three months ended March 31,
2023 increased by $21,000 from the corresponding period in 2022, due to a
$823,000 increase in rental revenues (and in particular, the increase in average
rental rates) offset by a $802,000 increase in real estate operating expenses.
See "-Results of Operations - Three Months Ended March 31, 2023 Compared to the
three Months ended March 31, 2022 " for a discussion of these changes.
                                       30

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses