Nevada
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001-15663
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75-2847135
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(State or other
jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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1603 LBJ Freeway, Suite 800
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Exhibits.
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Exhibit Designation
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Description of Exhibit
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99.1*
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Press Release dated April 2, 2013.
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_____________________
*Furnished herewith.
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Dated: April 3, 2013 |
AMERICAN REALTY INVESTORS, INC.
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By: /s/ Gene S. Bertcher | |
Gene S. Bertcher, Executive Vice | |
President and Chief Financial Officer |
NEWS RELEASE
FOR IMMEDIATE RELEASE
|
Contact:
American Realty Investors, Inc.
Gene Bertcher
(800) 400-6407
investor.relations@americanrealtyinvest.com
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AMERICAN REALTY INVESTORS, INC.
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||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
For the Years Ended December 31,
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||||||||||||
2012
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2011
|
2010
|
||||||||||
(dollars in thousands, except share and par value amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Rental and other property revenues (including $587 and $223 and $955 for 2012 and 2011 and 2010
respectively from affiliates and related parties)
|
$ | 119,521 | $ | 108,480 | $ | 106,505 | ||||||
Expenses:
|
||||||||||||
Property operating expenses (including $1,126 and $1,156 and $1,575 for 2012 and 2011 and 2010
respectively from affiliates and related parties)
|
59,397 | 58,904 | 58,768 | |||||||||
Depreciation and amortization
|
21,617 | 18,703 | 20,400 | |||||||||
General and administrative (including $3,539 and $4,264 and $4,517 for 2012 and 2011 and 2010
respectively from affiliates and related parties)
|
6,388 | 13,619 | 12,457 | |||||||||
Provision on impairment of notes receivable and real estate assets
|
4,730 | 44,372 | 51,588 | |||||||||
Advisory fee to affiliate
|
10,182 | 13,225 | 15,770 | |||||||||
Total operating expenses
|
102,314 | 148,823 | 158,983 | |||||||||
Operating income (loss)
|
17,207 | (40,343 | ) | (52,478 | ) | |||||||
Other income (expense):
|
||||||||||||
Interest income (including $14,182 and $9,641 and $7,363 for 2012 and 2011 and 2010 respectively
from affiliates and related parties)
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14,612 | 10,948 | 8,425 | |||||||||
Other income (including $6,000 and $0 and $0 for 2012 and 2011 and 2010 respectively from affiliates
and related parties)
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7,950 | 2,723 | 8,726 | |||||||||
Mortgage and loan interest (including $3,692 and $1,709 and $3,374 for 2012 and 2011 and 2010
respectively from affiliates and related parties)
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(59,034 | ) | (59,248 | ) | (65,049 | ) | ||||||
Gain (loss) on the sale of investments
|
(361 | ) | 91 | 673 | ||||||||
Earnings from unconsolidated subsidiaries and investees
|
372 | 79 | (200 | ) | ||||||||
Gain on foreign currency translation
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- | - | 222 | |||||||||
Total other expenses
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(36,461 | ) | (45,407 | ) | (47,203 | ) | ||||||
Loss before gain on land sales, non-controlling interest, and taxes
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(19,254 | ) | (85,750 | ) | (99,681 | ) | ||||||
Gain (loss) on land sales
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5,475 | 34,247 | (10,103 | ) | ||||||||
Loss from continuing operations before tax
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(13,779 | ) | (51,503 | ) | (109,784 | ) | ||||||
Income tax benefit
|
2,474 | 15,672 | 1,668 | |||||||||
Net loss from continuing operations
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(11,305 | ) | (35,831 | ) | (108,116 | ) | ||||||
Discontinued operations:
|
||||||||||||
Loss from discontinued operations
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(1,817 | ) | (12,131 | ) | (16,351 | ) | ||||||
Gain on sale of real estate from discontinued operations
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8,885 | 56,907 | 19,306 | |||||||||
Income tax expense from discontinued operations
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(2,474 | ) | (15,672 | ) | (1,034 | ) | ||||||
Net income from discontinued operations
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4,594 | 29,104 | 1,921 | |||||||||
Net loss
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(6,711 | ) | (6,727 | ) | (106,195 | ) | ||||||
Net loss attributable to non-controlling interests
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1,126 | 7,017 | 11,448 | |||||||||
Net income (loss) attributable to American Realty Investors, Inc.
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(5,585 | ) | 290 | (94,747 | ) | |||||||
Preferred dividend requirement
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(2,452 | ) | (2,456 | ) | (2,488 | ) | ||||||
Net loss applicable to common shares
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$ | (8,037 | ) | $ | (2,166 | ) | $ | (97,235 | ) | |||
Earnings per share - basic
|
||||||||||||
Loss from continuing operations
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$ | (1.10 | ) | $ | (2.72 | ) | $ | (8.65 | ) | |||
Income from discontinued operations
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0.40 | 2.53 | 0.17 | |||||||||
Net loss applicable to common shares
|
$ | (0.70 | ) | $ | (0.19 | ) | $ | (8.48 | ) | |||
Earnings per share - diluted
|
||||||||||||
Loss from continuing operations
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$ | (1.10 | ) | $ | (2.72 | ) | $ | (8.65 | ) | |||
Income from discontinued operations
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0.40 | 2.53 | 0.17 | |||||||||
Net loss applicable to common shares
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$ | (0.70 | ) | $ | (0.19 | ) | $ | (8.48 | ) | |||
Weighted average common share used in computing earnings per share
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11,525,389 | 11,517,431 | 11,463,084 | |||||||||
Weighted average common share used in computing diluted earnings per share
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11,525,389 | 11,517,431 | 11,463,084 | |||||||||
Amounts attributable to American Realty Investors, Inc.
|
||||||||||||
Loss from continuing operations
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$ | (10,179 | ) | $ | (28,814 | ) | $ | (96,668 | ) | |||
Income from discontinued operations
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4,594 | 29,104 | 1,921 | |||||||||
Net income (loss)
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$ | (5,585 | ) | $ | 290 | $ | (94,747 | ) |
AMERICAN REALTY INVESTORS, INC.
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||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
December 31,
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December 31,
|
|||||||
2012
|
2011
|
|||||||
(dollars in thousands, except share and
par value amounts)
|
||||||||
Assets
|
||||||||
Real estate, at cost
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$ | 1,031,632 | $ | 1,120,122 | ||||
Real estate held for sale at cost, net of depreciation ($4,393 for 2012 and $1,752 for 2011 )
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17,040 | 15,015 | ||||||
Real estate subject to sales contracts at cost, net of depreciation ($15,948 for 2012 and $9,790 for 2011)
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42,286 | 49,982 | ||||||
Less accumulated depreciation
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(160,525 | ) | (158,489 | ) | ||||
Total real estate
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930,433 | 1,026,630 | ||||||
Notes and interest receivable
|
||||||||
Performing (including $114,275 in 2012 and $104,969 in 2011 from related parties)
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120,998 | 110,136 | ||||||
Non-performing
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4,175 | 4,787 | ||||||
Less allowance for estimated losses (including $18,962 and $8,962 in 2012 and 2011 from related parties)
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(21,704 | ) | (13,383 | ) | ||||
Total notes and interest receivable
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103,469 | 101,540 | ||||||
Cash and cash equivalents
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17,141 | 20,312 | ||||||
Investments in unconsolidated subsidiaries and investees
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8,168 | 10,746 | ||||||
Other assets (including $0 in 2012 and $11 in 2011 from related parties)
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76,134 | 76,243 | ||||||
Total assets
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$ | 1,135,345 | $ | 1,235,471 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Liabilities:
|
||||||||
Notes and interest payable
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$ | 766,101 | $ | 855,619 | ||||
Notes related to assets held for sale
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18,915 | 13,830 | ||||||
Notes related to assets subject to sales contracts
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55,976 | 44,516 | ||||||
Stock-secured notes payable
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28,865 | 26,898 | ||||||
Payable to related parties
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10,922 | 10,294 | ||||||
Deferred revenue (including $71,303 in 2012 and $71,964 in 2011 from sales to related parties)
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73,148 | 78,750 | ||||||
Accounts payable and other liabilities (including $15,746 in 2012 and $10,805 in 2011 to related parties)
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96,314 | 110,307 | ||||||
1,050,241 | 1,140,214 | |||||||
Shareholders’ equity:
|
||||||||
Preferred stock, $2.00 par value, authorized 15,000,000 shares, issued and outstanding Series A, 3,353,954
shares in 2012 and 2011 (liquidation preference $10 per share), including 900,000 shares in 2012 and 2011
held by subsidiaries
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4,908 | 4,908 | ||||||
Common stock, $.01 par value, authorized 100,000,000 shares; issued 11,941,174 and outstanding
11,525,389 shares in 2012 and in 2011
|
115 | 115 | ||||||
Treasury stock at cost; 415,785 shares in 2012 and 2011 and 229,214 and 236,587 shares held by TCI
(consolidated) as of 2012 and 2011
|
(6,395 | ) | (6,395 | ) | ||||
Paid-in capital
|
105,700 | 105,388 | ||||||
Retained earnings
|
(53,071 | ) | (47,486 | ) | ||||
Accumulated other comprehensive loss
|
(786 | ) | (786 | ) | ||||
Total American Realty Investors, Inc. shareholders' equity
|
50,471 | 55,744 | ||||||
Non-controlling interest
|
34,633 | 39,513 | ||||||
Total equity
|
85,104 | 95,257 | ||||||
Total liabilities and equity
|
$ | 1,135,345 | $ | 1,235,471 |