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 March 30, 2015
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_____________________
*Furnished herewith
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Dated: April 1, 2015
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AMERICAN REALTY INVESTORS, INC.
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Executive Vice
President and Chief Financial Officer
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NEWS RELEASE
FOR IMMEDIATE RELEASE
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Contact:
American Realty Investors, Inc. Investor Relations
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
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||||||||||||
For the Years Ended December 31,
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||||||||||||
2014
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2013
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2012
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||||||||||
(dollars in thousands, except per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Rental and other property revenues (including $701, $670 and $587 for the year ended 2014, 2013
and 2012, respectively, from related parties)
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$ | 79,412 | $ | 80,750 | $ | 81,849 | ||||||
Expenses:
|
||||||||||||
Property operating expenses (including $645, $699 and $879 for the year ended 2014, 2013 and 2012,
respectively, from related parties)
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42,124 | 39,318 | 40,000 | |||||||||
Depreciation
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17,593 | 15,954 | 14,873 | |||||||||
General and administrative (including $3,628, $3,646 and $3,539 for the year ended 2014, 2013 and
2012, respectively, from related parties)
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10,282 | 7,919 | 6,037 | |||||||||
Provision on impairment of notes receivable and real estate assets
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- | 18,980 | 2,330 | |||||||||
Net income fee to related party
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3,669 | 4,089 | 180 | |||||||||
Advisory fee to related party
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8,943 | 10,166 | 10,182 | |||||||||
Total operating expenses
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82,611 | 96,426 | 73,602 | |||||||||
Operating income (loss)
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(3,199 | ) | (15,676 | ) | 8,247 | |||||||
Other income (expense):
|
||||||||||||
Interest income (including $19,029, $19,110 and $14,182 for the year ended 2014, 2013 and 2012,
respectively, from related parties)
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20,054 | 19,445 | 14,612 | |||||||||
Other income (including $0, $0 and $6,000 for the year ended 2014, 2013 and 2012, respectively,
from related parties)
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1,415 | 10,163 | 7,770 | |||||||||
Mortgage and loan interest (including $3,660, $3,927 and $3,692 for the year ended 2014, 2013 and
2012, respectively, from related parties)
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(35,416 | ) | (36,158 | ) | (38,224 | ) | ||||||
Deferred borrowing costs amortization
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(2,556 | ) | (2,952 | ) | (684 | ) | ||||||
Loan charges and prepayment penalties
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(2,854 | ) | (5,557 | ) | (3,574 | ) | ||||||
Loss on the sale of investments
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(92 | ) | (283 | ) | (118 | ) | ||||||
Earnings from unconsolidated subsidiaries and investees
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347 | 391 | 372 | |||||||||
Litigation settlement
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3,591 | (20,313 | ) | (175 | ) | |||||||
Total other expenses
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(15,511 | ) | (35,264 | ) | (20,021 | ) | ||||||
Loss before gain (loss) on land sales, non-controlling interest, and taxes
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(18,710 | ) | (50,940 | ) | (11,774 | ) | ||||||
Gain (loss) on land sales
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561 | (455 | ) | 5,475 | ||||||||
Loss from continuing operations before tax
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(18,149 | ) | (51,395 | ) | (6,299 | ) | ||||||
Income tax benefit (expense)
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20,413 | 40,513 | (144 | ) | ||||||||
Net income (loss) from continuing operations
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2,264 | (10,882 | ) | (6,443 | ) | |||||||
Discontinued operations:
|
||||||||||||
Loss from discontinued operations
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(3,557 | ) | (2,634 | ) | (9,297 | ) | ||||||
Gain on sale of real estate from discontinued operations
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61,879 | 98,951 | 8,885 | |||||||||
Income tax benefit (expense) from discontinued operations
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(20,413 | ) | (33,711 | ) | 144 | |||||||
Net income (loss) from discontinued operations
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37,909 | 62,606 | (268 | ) | ||||||||
Net income (loss)
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40,173 | 51,724 | (6,711 | ) | ||||||||
Net (income) loss attributable to non-controlling interests
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(9,288 | ) | (10,448 | ) | 1,126 | |||||||
Net income (loss) attributable to American Realty Investors, Inc.
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30,885 | 41,276 | (5,585 | ) | ||||||||
Preferred dividend requirement
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(2,043 | ) | (2,452 | ) | (2,452 | ) | ||||||
Net income (loss) applicable to common shares
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$ | 28,842 | $ | 38,824 | $ | (8,037 | ) | |||||
Earnings per share - basic
|
||||||||||||
Loss from continuing operations
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$ | (0.71 | ) | $ | (2.07 | ) | $ | (0.67 | ) | |||
Income (loss) from discontinued operations
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2.99 | 5.43 | (0.02 | ) | ||||||||
Net income (loss) applicable to common shares
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$ | 2.28 | $ | 3.36 | $ | (0.69 | ) | |||||
Earnings per share - diluted
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||||||||||||
Loss from continuing operations
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$ | (0.71 | ) | $ | (2.07 | ) | $ | (0.67 | ) | |||
Income (loss) from discontinued operations
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2.99 | 5.43 | (0.02 | ) | ||||||||
Net income (loss) applicable to common shares
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$ | 2.28 | $ | 3.36 | $ | (0.69 | ) | |||||
Weighted average common shares used in computing earnings per share
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12,683,956 | 11,525,389 | 11,525,389 | |||||||||
Weighted average common shares used in computing diluted earnings per share
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12,683,956 | 11,525,389 | 11,525,389 | |||||||||
Amounts attributable to American Realty Investors, Inc.
|
||||||||||||
Loss from continuing operations
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$ | (7,024 | ) | $ | (21,330 | ) | $ | (5,317 | ) | |||
Income (loss) from discontinued operations
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37,909 | 62,606 | (268 | ) | ||||||||
Net income (loss)
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$ | 30,885 | $ | 41,276 | $ | (5,585 | ) |
AMERICAN REALTY INVESTORS, INC.
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||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
December 31,
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December 31,
|
|||||||
2014
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2013
|
|||||||
(dollars in thousands, except share
and par value amounts)
|
||||||||
Assets
|
||||||||
Real estate, at cost
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$ | 810,214 | $ | 799,698 | ||||
Real estate held for sale at cost, net of depreciation ($0 in 2014 and $2,390 in 2013 )
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- | 16,427 | ||||||
Real estate subject to sales contracts at cost, net of depreciation ($2,300 in 2014 and $1,949 in 2013)
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19,026 | 27,598 | ||||||
Less accumulated depreciation
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(129,477 | ) | (143,429 | ) | ||||
Total real estate
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699,763 | 700,294 | ||||||
Notes and interest receivable
|
||||||||
Performing (including $139,466 in 2014 and $145,754 in 2013 from related parties)
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149,484 | 153,275 | ||||||
Non-performing
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3,161 | 3,140 | ||||||
Less allowance for estimated losses (including $15,537 in 2014 and $15,809 in 2013 from related parties)
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(18,279 | ) | (19,600 | ) | ||||
Total notes and interest receivable
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134,366 | 136,815 | ||||||
Cash and cash equivalents
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12,299 | 16,437 | ||||||
Restricted cash
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49,266 | 32,929 | ||||||
Investments in unconsolidated subsidiaries and investees
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4,279 | 3,789 | ||||||
Receivable from related party
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21,414 | 14,086 | ||||||
Other assets
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44,111 | 38,972 | ||||||
Total assets
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$ | 965,498 | $ | 943,322 | ||||
Liabilities and Shareholders’ Equity
|
||||||||
Liabilities:
|
||||||||
Notes and interest payable
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$ | 638,891 | $ | 618,930 | ||||
Notes related to assets held for sale
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1,552 | 17,100 | ||||||
Notes related to assets subject to sales contracts
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18,616 | 23,012 | ||||||
Deferred revenue (including $72,564 in 2014 and $74,303 in 2013 from sales to related parties)
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74,409 | 76,148 | ||||||
Accounts payable and other liabilities (including $11,024 in 2014 and $15,394 in 2013 to related parties)
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52,442 | 73,271 | ||||||
785,910 | 808,461 | |||||||
Shareholders’ equity:
|
||||||||
Preferred stock, Series A: $2.00 par value, authorized 15,000,000 shares, issued and outstanding 2,461,252
and 3,353,954 shares in 2014 and 2013, respectively (liquidation preference $10 per share), including
900,000 shares in 2014 and 2013 held by ARL. Series K: $2.00 par value, authorized, issued and
outstanding zero and 135,000 shares in 2014 and 2013, respectively (liquidation preference $22 per share)
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3,126 | 4,908 | ||||||
Common stock, $0.01 par value, authorized 100,000,000 shares; issued 14,443,404 and 11,941,174 shares
and outstanding 14,027,619 and 11,525,389 shares in 2014 and 2013, respectively; including 140,000 shares
held by TCI (consolidated) in 2014 and 229,214 shares held by TCI (consolidated) in 2013.
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141 | 115 | ||||||
Treasury stock at cost; 415,785 shares in 2014 and 2013 and 140,000 shares held by TCI (consolidated) as
of 2014 and 229,214 shares held by TCI (consolidated) as of 2013
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(6,395 | ) | (6,395 | ) | ||||
Paid-in capital
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108,378 | 102,974 | ||||||
Retained earnings
|
19,090 | (11,795 | ) | |||||
Total American Realty Investors, Inc. shareholders' equity
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124,340 | 89,807 | ||||||
Non-controlling interest
|
55,248 | 45,054 | ||||||
Total equity
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179,588 | 134,861 | ||||||
Total liabilities and equity
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$ | 965,498 | $ | 943,322 |