Nevada
|
001-15663
|
75-2847135
|
(State or other
jurisdiction of incorporation)
|
(Commission
File No.)
|
(I.R.S. Employer
Identification No.)
|
1603 LBJ Freeway, Suite 800
Dallas, Texas
|
75234
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
(d)
|
Exhibits.
|
Exhibit Designation
|
Description of Exhibit
|
99.1*
|
Press Release dated March 31, 2014.
|
_____________________
*Furnished herewith.
|
Dated: April 2, 2014
|
AMERICAN REALTY INVESTORS, INC.
|
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.
Investor Relations
(800) 400-6407
Investor.relations@americanrealtyinvest.com
|
AMERICAN REALTY INVESTORS, INC.
|
||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
For the Years Ended December 31,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
(dollars in thousands, except share and per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Rental and other property revenues (including $670, $587 and $223 for the year
ended 2013, 2012 and 2011, respectively, from related parties)
|
$ | 89,636 | $ | 90,086 | $ | 80,075 | ||||||
Expenses:
|
||||||||||||
Property operating expenses (including $804, $985 and $998 for the year ended
2013, 2012 and 2011, respectively, from related parties)
|
43,597 | 44,484 | 43,959 | |||||||||
Depreciation
|
17,286 | 16,201 | 13,668 | |||||||||
General and administrative (including $3,646, $3,539 and $4,264 for the year ended
2013, 2012 and 2011, respectively, from related parties)
|
7,934 | 6,051 | 13,157 | |||||||||
Provision on impairment of notes receivable and real estate assets
|
18,980 | 2,330 | 42,409 | |||||||||
Net income fee to related party
|
4,089 | 180 | 54 | |||||||||
Advisory fee to related party
|
10,166 | 10,182 | 13,225 | |||||||||
Total operating expenses
|
102,052 | 79,428 | 126,472 | |||||||||
Operating income (loss)
|
(12,416 | ) | 10,658 | (46,397 | ) | |||||||
Other income (expense):
|
||||||||||||
Interest income (including $19,110, $14,182 and $10,122 for the year ended
2013, 2012 and 2011, respectively, from related parties)
|
19,445 | 14,612 | 10,948 | |||||||||
Other income (including $0, $6 and $0 for the year ended 2013, 2012 and
2011, respectively, from related parties)
|
10,179 | 7,763 | 2,684 | |||||||||
Mortgage and loan interest (including $3,927, $3,692 and $2,190 for the
year ended 2013, 2012 and 2011, respectively, from related parties)
|
(38,101 | ) | (40,095 | ) | (43,247 | ) | ||||||
Deferred borrowing costs amortization
|
(2,959 | ) | (688 | ) | (1,896 | ) | ||||||
Loan charges and prepayment penalties
|
(5,557 | ) | (3,574 | ) | (439 | ) | ||||||
Gain (loss) on the sale of investments
|
(283 | ) | (118 | ) | 91 | |||||||
Earnings from unconsolidated subsidiaries and investees
|
391 | 372 | 79 | |||||||||
Litigation settlement
|
(20,313 | ) | (175 | ) | (225 | ) | ||||||
Total other expenses
|
(37,198 | ) | (21,903 | ) | (32,005 | ) | ||||||
Loss before gain (loss) on land sales, non-controlling interest, and taxes
|
(49,614 | ) | (11,245 | ) | (78,402 | ) | ||||||
Gain (loss) on land sales
|
(455 | ) | 5,475 | 34,247 | ||||||||
Loss from continuing operations before tax
|
(50,069 | ) | (5,770 | ) | (44,155 | ) | ||||||
Income tax benefit (expense)
|
40,049 | (329 | ) | 13,100 | ||||||||
Net loss from continuing operations
|
(10,020 | ) | (6,099 | ) | (31,055 | ) | ||||||
Discontinued operations:
|
||||||||||||
Loss from discontinued operations
|
(3,960 | ) | (9,826 | ) | (19,479 | ) | ||||||
Gain on sale of real estate from discontinued operations
|
98,951 | 8,885 | 56,907 | |||||||||
Income tax benefit (expense) from discontinued operations
|
(33,247 | ) | 329 | (13,100 | ) | |||||||
Net income (loss) from discontinued operations
|
61,744 | (612 | ) | 24,328 | ||||||||
Net income (loss)
|
51,724 | (6,711 | ) | (6,727 | ) | |||||||
Net (income) loss attributable to non-controlling interests
|
(10,448 | ) | 1,126 | 7,017 | ||||||||
Net income (loss) attributable to American Realty Investors, Inc.
|
41,276 | (5,585 | ) | 290 | ||||||||
Preferred dividend requirement
|
(2,452 | ) | (2,452 | ) | (2,456 | ) | ||||||
Net income (loss) applicable to common shares
|
$ | 38,824 | $ | (8,037 | ) | $ | (2,166 | ) | ||||
Earnings per share - basic
|
||||||||||||
Loss from continuing operations
|
$ | (1.99 | ) | $ | (0.65 | ) | $ | (2.30 | ) | |||
Income (loss) from discontinued operations
|
5.36 | (0.05 | ) | 2.11 | ||||||||
Net income (loss) applicable to common shares
|
$ | 3.37 | $ | (0.70 | ) | $ | (0.19 | ) | ||||
Earnings per share - diluted
|
||||||||||||
Loss from continuing operations
|
$ | (1.99 | ) | $ | (0.65 | ) | $ | (2.30 | ) | |||
Income (loss) from discontinued operations
|
5.36 | (0.05 | ) | 2.11 | ||||||||
Net income (loss) applicable to common shares
|
$ | 3.37 | $ | (0.70 | ) | $ | (0.19 | ) | ||||
Weighted average common shares used in computing earnings per share
|
11,525,389 | 11,525,389 | 11,517,431 | |||||||||
Weighted average common shares used in computing diluted earnings per share
|
11,525,389 | 11,525,389 | 11,517,431 | |||||||||
Amounts attributable to American Realty Investors, Inc.
|
||||||||||||
Loss from continuing operations
|
$ | (20,468 | ) | $ | (4,973 | ) | $ | (24,038 | ) | |||
Income (loss) from discontinued operations
|
61,744 | (612 | ) | 24,328 | ||||||||
Net income (loss)
|
$ | 41,276 | $ | (5,585 | ) | $ | 290 |
AMERICAN REALTY INVESTORS, INC.
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(dollars in thousands, except share
and par value amounts)
|
||||||||
Assets
|
||||||||
Real estate, at cost
|
$ | 799,698 | $ | 1,031,632 | ||||
Real estate held for sale at cost, net of depreciation ($2,390 in 2013 and $4,393 in 2012 )
|
16,427 | 17,040 | ||||||
Real estate subject to sales contracts at cost, net of depreciation ($1,949 in 2013 and $15,948 in 2012)
|
27,598 | 42,286 | ||||||
Less accumulated depreciation
|
(143,429 | ) | (160,525 | ) | ||||
Total real estate
|
700,294 | 930,433 | ||||||
Notes and interest receivable
|
||||||||
Performing (including $145,754 in 2013 and $114,275 in 2012 from related parties)
|
153,275 | 120,998 | ||||||
Non-performing
|
3,140 | 4,175 | ||||||
Less allowance for estimated losses (including $15,809 in 2013 and $18,962 in 2012 from related parties)
|
(19,600 | ) | (21,704 | ) | ||||
Total notes and interest receivable
|
136,815 | 103,469 | ||||||
Cash and cash equivalents
|
16,437 | 13,399 | ||||||
Restricted cash
|
32,929 | 34,518 | ||||||
Investments in unconsolidated subsidiaries and investees
|
3,789 | 8,168 | ||||||
Receivable from related party
|
14,086 | - | ||||||
Other assets
|
38,972 | 45,358 | ||||||
Total assets
|
$ | 943,322 | $ | 1,135,345 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Liabilities:
|
||||||||
Notes and interest payable
|
$ | 618,930 | $ | 794,966 | ||||
Notes related to assets held for sale
|
17,100 | 18,915 | ||||||
Notes related to assets subject to sales contracts
|
23,012 | 55,976 | ||||||
Payable to related parties
|
- | 10,922 | ||||||
Deferred revenue (including $74,303 in 2013 and $71,303 in 2012 from sales to related parties)
|
76,148 | 73,148 | ||||||
Accounts payable and other liabilities (including $15,394 in 2013 and $13,553 in 2012 to related parties)
|
73,271 | 96,314 | ||||||
808,461 | 1,050,241 | |||||||
Shareholders’ equity:
|
||||||||
Preferred stock, Series A: $2.00 par value, authorized 15,000,000 shares, issued and outstanding 3,353,954
shares in 2013 and 2012 (liquidation preference $10 per share), including 900,000 shares in 2013 and 2012
held by subsidiaries. Series K: $2.00 par value, authorized, issued and outstanding 135,000 and 0 shares
in 2013 and 2012, respectively (liquidation preference $22 per share), held by TCI (consolidated)
|
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 2013 and in 2012
|
115 | 115 | ||||||
Treasury stock at cost; 415,785 shares in 2013 and 2012 and 229,214 shares held by TCI (consolidated)
as of 2013 and 2012
|
(6,395 | ) | (6,395 | ) | ||||
Paid-in capital
|
102,974 | 105,700 | ||||||
Retained earnings
|
(11,795 | ) | (53,071 | ) | ||||
Accumulated other comprehensive loss
|
- | (786 | ) | |||||
Total American Realty Investors, Inc. shareholders' equity
|
89,807 | 50,471 | ||||||
Non-controlling interest
|
45,054 | 34,633 | ||||||
Total equity
|
134,861 | 85,104 | ||||||
Total liabilities and equity
|
$ | 943,322 | $ | 1,135,345 |