10-Q 1 arl-10q_063020.htm QUARTERLY REPORT arl-10q_063020.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020

 

or

 

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 001-15663

 

AMERICAN REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada 75-2847135

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234

(Address of principal executive offices) (Zip Code)

 

(469) 522-4200

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ARL NYSE

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) ☒ Yes ☐ No.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐ Accelerated filer
     
Non-accelerated filer ☐ Smaller reporting company
     
Emerging growth company ☐    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $.01 par value 15,997,076
(Class) (Outstanding at August 14, 2020)

 

 

 

 

 

 

AMERICAN REALTY INVESTORS, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

  PAGE
PART I. FINANCIAL INFORMATION    
       
Item 1. Financial Statements   3
       
  Consolidated Balance Sheets at June 30, 2020 (unaudited) and December 31, 2019   3
       
  Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 (unaudited)   4
       
  Consolidated Statement of Shareholders’ Equity for the three and six months ended June, 2020 and 2019 (unaudited)   5
       
  Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 (unaudited)   6
       
  Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (unaudited)   7
       
  Notes to Consolidated Financial Statements   8
       

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  25
       
Item 3. Quantitative and Qualitative Disclosures About Market Risks   35
       
Item 4. Controls and Procedures   35
       

PART II. OTHER INFORMATION 

   
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   36
       
Item 6. Exhibits   36

 

2

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

 

    June 30, 2020     December 31, 2019  
    (Unaudited)     (Audited)  
    (dollars in thousands, except share and par value amounts)  
Assets            
Real estate, at cost   $ 484,639     $ 469,997  
Real estate subject to sales contracts at cost     6,307       7,966  
Less accumulated depreciation     (96,002 )     (90,173 )
Total real estate     394,944       387,790  
                 
Notes and interest receivable (including $110,827 in 2020 and $106,081 in 2019 from related parties)     180,146       169,299  
Less allowance for estimated losses (including $12,557 and $13,099 in 2020 and 2019 from related parties)     (12,557 )     (13,099 )
Total notes and interest receivable     167,589       156,200  
                 
Cash and cash equivalents     42,461       51,228  
Restricted cash     30,114       32,083  
Investment in VAA     52,773       59,148  
Investment in other unconsolidated investees     8,639       8,507  
Receivable from related party     75,923       85,996  
Other assets     55,846       49,689  
Total assets   $ 828,289     $ 830,641  
                 
Liabilities and Shareholders’ Equity                
Liabilities:                
Notes and interest payable   $ 263,325     $ 254,873  
Bond and interest payable     218,216       229,722  
Deferred revenue (including $25,660 in 2020 and $24,762 in 2019 to related parties)     25,660       24,762  
Accounts payable and other liabilities (including $12,267 in 2020 and $11,817 in 2019 to related parties)     23,508       24,768  
Total liabilities     530,709       534,125  
                 
Shareholders’ equity:                
                 
Preferred stock, Series A: $2.00 par value, authorized 15,000,000 shares, issued 614 and outstanding 1,800,614 in 2020 and 2019 (liquidation preference $10 per share), including 1,800,000 shares held by ARL and its subsidiaries in 2020 and 2019.     5       5  
Common stock, $0.01 par value, 100,000,000 shares authorized; 16,412,861 shares issued and 15,997,076 outstanding as of  2020 and 2019, including 140,000 shares held by TCI (consolidated) in 2020 and 2019.     164       164  
Treasury stock at cost; 415,785 shares in 2020 and 2019, and 140,000 shares held by TCI (consolidated) as of 2020 and 2019.     (6,395 )     (6,395 )
Paid-in capital     82,017       82,017  
Retained earnings     164,348       163,708  
Total American Realty Investors, Inc. shareholders' equity     240,139       239,499  
Non-controlling interest     57,441       57,017  
Total shareholders' equity     297,580       296,516  
Total liabilities and shareholders' equity   $ 828,289     $ 830,641  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2020     2019     2020     2019  
    (dollars in thousands, except per share amounts)  
Revenues:                                
Rental and other property revenues (including $280 and $202 for the three months and $546 and $413 for the six months ended 2020 and 2019, respectively, from related parties)   $ 11,947     $ 11,840     $ 23,865     $ 23,769  
                                 
Expenses:                                
Property operating expenses (including $254 and $246 for the three months ended and $496 and $504 for the six months ended 2020 and 2019, respectively, from related parties)     5,810       7,323       12,120       13,320  
Depreciation and amortization     3,418       3,439       6,812       6,548  
General and administrative (including $765 and $985 for the three months ended and $1,898 and $2,582 for the six months ended 2020 and 2019, respectively, from related parties)     1,669       2,419       4,464       5,024  
Franchise taxes and other expenses           585       1,496       585  
Net income fee to related party     112       90       198       190  
Advisory fee to related party     2,241       2,361       4,528       4,214  
Total operating expenses     13,250       16,217       29,618       29,881  
Net operating loss     (1,303 )     (4,377 )     (5,753 )     (6,112 )
                                 
Other income (expenses):                                
Interest income (including $5,129 and $6,207 for the three months ended and $9,755 and $12,304 for the six months ended 2020 and 2019, respectively, from related parties)     5,284       6,505       11,038       12,658  
Other income     2,794       3,364       4,006       7,031  
Mortgage and loan interest (including $1,543 and $2,385 for the three months ended and $3,458 and $4,692 for the six months ended 2020 and 2019, respectively, from related parties)     (9,071 )     (9,408 )     (18,673 )     (19,376 )
Foreign currency transaction (loss) gain     (5,599 )     (2,325 )     2,244       (8,143 )
Equity loss from VAA     (735 )     (236 )     (1,111 )     (1,291 )
Earnings from unconsolidated subsidiaries and investees     16       173       132       231  
Total other income (expenses)     (7,311 )     (1,927 )     (2,364 )     (8,890 )
Income (loss) before gain on land sales, non-controlling interest, and taxes     (8,614 )     (6,304 )     (8,117 )     (15,002 )
Loss on sale of income producing properties           (80 )           (80 )
Gain on land sales     5,339       2,517       9,477       4,733  
Net income (loss) before taxes     (3,275 )     (3,867 )     1,360       (10,349 )
State income tax expense     (49 )           (296 )      
Net income (loss)     (3,324 )     (3,867 )     1,064       (10,349 )
Net (income) loss attributable to non-controlling interest     1,018       1,089       (424 )     1,424  
Net income (loss) attributable to American Realty Investors, Inc.     (2,306 )     (2,778 )     640       (8,925 )
Net income (loss) applicable to common shares   $ (2,306 )   $ (2,778 )   $ 640     $ (8,925 )
                                 
(Loss) earnings per share - basic                                
Net income (loss)   $ (0.21 )   $ (0.24 )   $ 0.07     $ (0.65 )
Net income (loss) applicable to common shares   $ (0.14 )   $ (0.17 )   $ 0.04     $ (0.56 )
                                 
(Loss) earnings per share - diluted                                
Net income (loss)   $ (0.21 )   $ (0.24 )   $ 0.07     $ (0.65 )
Net income (loss) applicable to common shares   $ (0.14 )   $ (0.17 )   $ 0.04     $ (0.56 )
                                 
Weighted average common shares used in computing earnings per share     15,997,076       15,997,076       15,997,076       15,997,076  
Weighted average common shares used in computing diluted earnings per share     15,997,076       15,997,076       15,997,076       15,997,076  
                                 
Amounts attributable to American Realty Investors, Inc.                                
Net income (loss)   $ (3,324 )   $ (3,867 )   $ 1,064     $ (10,349 )
Net income (loss) applicable to American Realty Investors, Inc.   $ (2,306 )   $ (2,778 )   $ 640     $ (8,925 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

  

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2020 and 2019

(Unaudited, dollars in thousands, except share amounts) 

 

For the three months ended June 30, 2020   Total     Comprehensive     Preferred     Common Stock     Treasury     Paid-in     Retained     Non-
controlling
 
  Equity     Income (Loss)     Stock     Shares     Amount     Stock     Capital     Earnings     Interest  
                                                                         
Balance, March 31, 2020   $ 300,904     $ 93,074     $ 5       16,412,861     $ 164     $ (6,395 )   $ 82,017     $ 166,654     $ 58,459  
Net loss     (3,324 )     (2,306 )                                   (2,306 )     (1,018 )
Balance, June 30, 2020   $ 297,580     $ 90,768     $ 5       16,412,861     $ 164     $ (6,395 )   $ 82,017     $ 164,348     $ 57,441  
                                                                         
For the three months ended June 30, 2019   Total     Comprehensive     Preferred     Common Stock     Treasury     Paid-in     Retained     Non-
controlling
 
  Equity     Income (Loss)     Stock     Shares     Amount     Stock     Capital     Earnings     Interest  
                                                                         
Balance, March 31, 2019   $ 314,578     $ 99,939     $ 5       16,412,861     $ 164     $ (6,395 )   $ 84,818     $ 173,519     $ 62,467  
Net loss     (3,867 )     (2,778 )                                   (2,778 )     (1,089 )
Distribution to equity partner     (45 )                                   (45 )            
Balance, June 30, 2019   $ 310,666     $ 97,161     $ 5       16,412,861     $ 164     $ (6,395 )   $ 84,773     $ 170,741     $ 61,378  
                                                                         
For the six months ended June 30, 2020   Total     Comprehensive     Preferred     Common Stock     Treasury     Paid-in     Retained     Non-
controlling
 
  Equity     Income (Loss)     Stock     Shares     Amount     Stock     Capital     Earnings     Interest  
                                                                         
Balance, December 31, 2019   $ 296,516     $ 90,128     $ 5       16,412,861     $ 164     $ (6,395 )   $ 82,017     $ 163,708     $ 57,017  
Net income     1,064       640                                     640       424  
Balance, June 30, 2020   $ 297,580     $ 90,768     $ 5       16,412,861     $ 164     $ (6,395 )   $ 82,017     $ 164,348     $ 57,441  
                                                                         
For the six months ended June 30, 2019   Total     Comprehensive     Preferred     Common Stock     Treasury     Paid-in     Retained     Non-
controlling
 
  Equity     Income (Loss)     Stock     Shares     Amount     Stock     Capital     Earnings     Interest  
                                                                         
Balance, December 31, 2018   $ 321,127     $ 106,086     $ 5       16,412,861     $ 164     $ (6,395 )   $ 84,885     $ 179,666     $ 62,802  
Net loss     (10,349 )     (8,925 )                                   (8,925 )     (1,424 )
Distribution to equity partner     (112 )                                   (112 )            
Balance, June 30, 2019   $ 310,666     $ 97,161     $ 5       16,412,861     $ 164     $ (6,395 )   $ 84,773     $ 170,741     $ 61,378  

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

5

 

  

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2020     2019     2020     2019  
    (dollars in thousands)   
       
Net income (loss)   $ (3,324 )   $ (3,867 )   $ 1,064     $ (10,349 )
Total comprehensive income (loss)     (3,324 )     (3,867 )     1,064       (10,349 )
Comprehensive (income) loss attributable to non-controlling interest     1,018       1,089       (424 )     1,424  
Comprehensive income (loss) attributable to American Realty Investors, Inc.   $ (2,306 )   $ (2,778 )   $ 640     $ (8,925 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

  

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Six Months Ended June 30,  
    2020     2019  
    (dollars in thousands)  
Cash Flow From Operating Activities:                
Net  income (loss)   $ 1,064     $ (10,349 )
Adjustments to reconcile net income (loss) applicable to common shares to net cash used in operating activities:                
Distribution from VAA Joint Venture     1,441        
Foreign currency transaction (gain) loss     (2,244 )     8,143  
Allowance for bad debt     (542 )      
Gain on sale of land     (9,477 )     (4,733 )
Loss (gain) on sale of income-producing properties           80  
Depreciation and amortization     6,812       6,548  
Amortization of deferred borrowing costs     425       369  
Amortization of bond issuance costs     1,550       1,150  
Loss from joint venture     1,111       1,291  
(Earnings) from unconsolidated subsidiaries and investees     (132 )     (231 )
(Increase) decrease in assets:                
Accrued interest receivable     (1,397 )     7,724  
Other assets     (4,911 )     4,474  
Prepaid expense     (2,345 )     5,226  
Rent receivables     110       236  
Related party receivables     (4,432 )     (31,857 )
Increase (decrease) in liabilities:                
Accrued interest payable     1,106       (4,818 )
Other liabilities     (362 )     1,257  
Net cash used in operating activities     (12,223 )     (15,490 )
                 
Cash Flow From Investing Activities:                
Proceeds from notes receivables     5,042       255  
Origination of notes receivables     (1,748)       (945 )
Acquisition of land held for development     (2,664 )     (2,832 )
Acquisition of income producing properties           1,296  
Proceeds from sale of land     12,255       15,800  
Distribution from equity investee     3,823        
Improvement of income producing properties     (7,727 )     (4,050 )
Construction and development of new properties     (253 )     (17,434 )
Net cash provided by (used in) investing activities     8,728       (7,910 )
                 
Cash Flow From Financing Activities:                
Bond payments     (11,561 )     (10,378 )
Proceeds from notes payable     24,567       12,915  
Recurring payment of principal on notes payable     (20,247 )     (3,393 )
Distributions to equity partner           (112 )
Net cash used in financing activities     (7,241 )     (968 )
                 
Net decrease in cash, cash equivalents and restricted cash     (10,736 )     (24,368 )
Cash, cash equivalents and restricted cash, beginning of period     83,311       106,615  
Cash, cash equivalents and restricted cash, end of period   $ 72,575     $ 82,247  
                 
Supplemental disclosures of cash flow information:                
Cash paid for interest   $ 17,680     $ 16,879  
                 
Schedule of noncash investing and financing activities:                
Land received in exchanged for note receivable   $     $ 1,800  
Notes payable issued on acquisition of land held for development   $ 3,350     $  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

7

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

As used herein, the terms “ARL”, “the Company”, “we”, “our” or “us” refer to American Realty Investors, Inc., a Nevada corporation, which was formed in 1999. The Company is headquartered in Dallas, Texas and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol (“ARL”). Over 90% of ARL’s stock is owned by related party entities.

 

ARL and a subsidiary own approximately 78.38% of the outstanding shares of common stock of Transcontinental Realty Investors, Inc. (“TCI”), a Nevada corporation, whose common stock is traded on the NYSE under the symbol (“TCI”). TCI, a subsidiary of ARL, owns approximately 81.23% of the common stock of Income Opportunity Realty Investors, Inc. (“IOR”). Effective July 17, 2009, IOR’s financial results were consolidated with those of ARL and TCI and their subsidiaries. IOR’s common stock is traded on the NYSE American under the symbol (“IOR”).

 

ARL’s Board of Directors is responsible for directing the overall affairs of ARL and for setting the strategic policies that guide the Company. As of April 30, 2011, the Board of Directors delegated the day-to-day management of the Company to Pillar Income Asset Management, Inc. (“Pillar”), a Nevada corporation, under a written Advisory Agreement that is reviewed annually by ARL’s Board of Directors. The directors of ARL are also directors of TCI and IOR. The Chairman of the Board of Directors of ARL also serves as the Chairman of the Board of Directors of TCI and IOR. The officers of ARL also serve as officers of TCI, IOR and Pillar.

 

ARL invests in real estate through direct ownership, leases and partnerships and also invests in mortgage loans on real estate. Pillar Income Asset Management, Inc. (“Pillar”) is the Company’s external Advisor and Cash Manager. Although the Board of Directors is directly responsible for managing the affairs of ARL, and for setting the policies which guide it, the day-to-day operations of ARL are performed by Pillar, as the contractual Advisor, under the supervision of the Board. Pillar’s duties include, but are not limited to: locating, evaluating and recommending real estate and real estate-related investment opportunities and arranging debt and equity financing for the Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to their decisions in connection with ARL’s business plan and investment policy. Pillar also serves as an Advisor and Cash Manager to TCI and IOR.

 

Regis Realty Prime, LLC (“Regis”) manages our commercial properties and provides brokerage services. ARL engages third-party companies to lease and manage its apartment properties.

 

Southern Properties Capital Ltd. a British Virgin Island corporation (“Southern” or “SPC”), is a wholly owned subsidiary of TCI that was incorporated on August 16, 2016 for the purpose of raising funds by issuing debentures that cannot be converted into shares on the Tel-Aviv Stock Exchange (“TASE”). Southern operates in the United States and is primarily involved in investing in, developing, constructing and operating income-producing properties of multi-family residential real estate assets. Southern is included in the consolidated financial statements of TCI.

 

On January 1, 2012, the Company’s subsidiary, TCI, entered into a development agreement with Unified Housing Foundation, Inc. (“UHF”) a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.

 

On November 19, 2018, TCI executed an agreement between the Macquarie Group (“Macquarie”) and SPC and TCI to create a joint venture, Victory Abode Apartments, LLC (“VAA”) to address existing and future demand for quality multifamily residential housing through acquisition and development of sustainable Class A multifamily housing in focused secondary and tertiary markets. In connection with the formation of the joint venture, SPC and TCI contributed a portfolio of 49 income producing apartment complexes, and 3 development projects in various stages of construction and received cash consideration of $236.8 million. At the time of the transfer of the properties, the joint venture assumed all liabilities of those properties, including mortgage debt to the Department of Housing and Urban Development (“HUD”).

 

8

 

 

VAA is equally owned and controlled by Abode JVP, LLC, a wholly-owned subsidiary of SPC and Summerset Intermediate Holdings 2, LLC (“Summerset”), a wholly-owned indirect subsidiary of Macquarie.  Pursuant to the Agreement, Abode JVP, LLC and Summerset each own voting and profit participation rights of 50% and 49%, respectively (“Class A Members”).  The remaining 2% of the profit participation interest is held by Daniel J. Moos ARL’s President and Chief Executive Officer (“Class B Member”) who also serves as the Manager of the joint venture. 

 

Properties

 

At June 30, 2020, our portfolio of income-producing properties consisted of:

 

Seven commercial properties consisting of five office buildings and two retail properties comprising in aggregate of approximately 1.7 million square feet;
Ten residential apartment communities owned directly by us comprising in 1,657 units, excluding apartments being developed;
Approximately 1,891 acres of developed and undeveloped land; and
Fifty-one residential apartment communities totaling 10,137 units owned by our 50% owned investee VAA.

 

We join with various third-party development companies to construct residential apartment communities. We are in the predevelopment process on several residential apartment communities that have not yet begun construction. The third-party developer typically holds a general partner as well as a majority limited partner interest in a limited partnership formed for the purpose of building a single property, while we generally take a minority limited partner interest in the limited partnership. We may contribute land to the partnership as part of our equity contribution or we may contribute the necessary funds to the partnership to acquire the land. We are required to fund all necessary equity contributions while the third-party developer is responsible for obtaining construction financing, hiring a general contractor and for the overall management, successful completion and delivery of the project. We generally bear all the economic risks and rewards of ownership in these partnerships and therefore include these partnerships in our Consolidated Financial Statements. The third-party developer is paid a developer fee typically equal to a percentage of the construction costs. When the project reaches stabilized occupancy, we acquire the third-party developer’s partnership interests in exchange for any remaining unpaid developer fees.

 

Basis of Presentation

 

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

 

The year-end Consolidated Balance Sheet at December 31, 2019 was derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and disclosures required by U.S. GAAP for complete financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Certain 2019 Consolidated Financial Statement amounts have been reclassified to conform to the 2020 presentation.

 

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Principles of Consolidation

 

The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (“VIE”), in accordance with the provisions and guidance of ASC Topic 810, “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary is generally the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

 

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.

 

For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities is included in consolidated net income. Our investments in Gruppa Florentina, LLC and VAA are accounted for under the equity method.

 

Real Estate, Depreciation and Impairment

 

Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements: 10-40 years; furniture, fixtures and equipment: 5-10 years). The Company continually evaluates the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360 (“ASC 360”), “Property, Plant and Equipment”. Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.

 

Real Estate Held For Sale

 

We periodically classify real estate assets as “held for sale.” An asset is classified as held for sale after the approval of our Board of Directors, after an active program to sell the asset has commenced and if the sale is probable. One of the deciding factors in determining whether a sale is probable is whether the firm purchase commitment is obtained and whether the sale is probable within the year. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying Consolidated Balance Sheets. Upon a decision that the sale is no longer probable, the asset is classified as an operating asset and depreciation expense is reinstated.

 

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Cost Capitalization

 

Costs related to planning, developing, leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. We capitalize interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, we first use the interest incurred on specific project debt, if any, and next use the weighted average interest rate of non-project specific debt. We capitalize interest, real estate taxes and certain operating expenses until building construction is substantially complete and the building is ready for its intended use, but no later than one year from the cessation of major construction activity.

 

We capitalize leasing costs which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal costs that may be applicable. We allocate these costs to individual tenant leases and amortize them over the related lease term.

 

Fair Value Measurement

 

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

 

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:

 

Level 1  —  Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
Level 2  —  Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3   —  Unobservable inputs that are significant to the fair value measurement.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Deferred Costs

 

Costs relating to the financing of properties are deferred and amortized over the life of the related financing agreement. Amortization is reflected as interest expense in the Consolidated Statements of Operations, with remaining terms ranging from 6 months to 40 years. Unamortized financing costs are written off when the financing agreement is extinguished before the maturity date.

 

Related Parties

 

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.  

 

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Newly Issued Accounting Standards  

 

On April 10, 2020, the FASB issued a Staff Q&A (“Q&A”) related to the application of the lease guidance in ASC 842 for the accounting impact of lease concessions related to the COVID-19 pandemic. The Q&A, allows an entity to make an election to account for lease concessions related to the effects of the COVID-19 as though enforceable rights and obligations for those concessions existed. As a result of this election, an entity will not have to analyze each lease to determine whether enforceable rights and obligations for concessions exist in the lease and can elect to apply or not apply the lease modification guidance in ASC 842, as long as the concessions do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. Our election of the guidance of the Q&A has not had a significant impact on our consolidated financial statements during the six months ended June 30, 2020

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions from ASC 740. Also, the amendments in this Update simplify the accounting for income taxes by requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax, requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination, and other targeted changes. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2020. The Company is currently evaluating the impact that the adoption of ASU 2019-12 may have on its consolidated financial statements.

 

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. This standard is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The effective date of the amendments is for fiscal years, and interim periods within those years, beginning after December 15, 2019. The new standard must be adopted retrospectively with early adoption permitted. The adoption of ASU 2018-17 did not have a material impact on the Company’s financial position and results of operations.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. Early adoption is permitted. The adoption of ASU 2018-13 did not have a material impact on the Company’s financial position and results of operations.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard amended the existing lease accounting guidance and required lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases continued to recognize lease expense in a manner similar to previous accounting. For lessors, accounting for leases under the new guidance was substantially the same as in prior periods, but it eliminated current real estate-specific provisions and changed the treatment of initial direct costs. The Company early adopted the standard on January 1, 2019.

 

The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. The Company adopted the standard on January 1, 2019, but since no material lease arrangements were identified where the Company was the lessee, there were no right-of-use assets or lease liabilities recorded.

 

In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements, which provided entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases. The ASU provided a practical expedient which allowed lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient. The ASU also provided a transition option that permitted entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected.

 

12

 

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard provides companies with a single model for use in accounting for revenue arising from contracts with customers. The scope of this standard specifically excludes lease contracts. The Company adopted the standard on January 1, 2019, but it did not have an impact to the financial statements as the majority of the Company’s revenue is from rental revenue generated from lease contracts.

 

Recent Accounting Pronouncements not yet Adopted

 

In March, 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, which clarify or address specific stakeholder issues in a number of topics that affect the Company. The ASU is applicable to the Company for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the effect of these clarifications on its financial reporting.

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying to U.S. GAAP to contracts, hedging relationships and other transactions affected by rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company has mortgage loan obligations that reference LIBOR, and will be considering application of this ASU in the event any of its obligations experience a discontinuation of LIBOR.

 

NOTE 2. INVESTMENT IN VAA

 

On November 19, 2018, TCI executed an agreement with Macquarie Group (“Macquarie”) to create a joint venture, Victory Abode Apartments, LLC (“VAA”) to address existing and future demand for quality multifamily residential housing through acquisition and development of sustainable Class A multifamily housing in focused secondary and tertiary markets.

 

The Company accounts for its investment in VAA under the equity method of accounting. Under the equity method of accounting, our net equity in the investment is reflected within the Consolidated Balance Sheets in the caption ‘Investment in VAA’, and our share of the net income or loss from the joint venture is included within the Consolidated Statements of Operations in the caption ‘Equity earnings from VAA’. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds and other agreed upon adjustments.

 

13

 

  

The following is a summary of the financial position and results of operations of VAA (dollars in thousands):

 

    For the period ended June 30,  
    2020     2019  
Balance Sheet                
Net real estate assets   $ 1,232,160     $ 1,247,535  
Other assets     57,160       56,474  
Debt, net     (834,766 )     (812,010 )
Other liabilities     (270,647 )     (272,716 )
Total equity     (183,907 )     (219,283 )

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2020     2019     2020     2019  
Results of Operations                
Total revenue   $ 29,725     $ 28,927     $ 59,284     $ 56,328  
Total property, operating, and maintenance expenses     (15,541 )     (14,313 )     (29,282 )     (28,482 )
Interest expense     (14,193 )     (14,799 )     (29,267 )     (29,869 )
Depreciation and Amortization     (7,763 )     (15,523 )     (15,420 )     (30,756 )
Total other expense     (95 )     (327 )     (1,076 )     (1,002 )
Net loss   $ (7,867 )   $ (16,035 )   $ (15,761 )   $ (33,781 )

 

Below is a reconciliation of our allocation of income or loss from VAA.

 

    For the Three Months Ended June 30,     For the Six Months Ended June 30,  
    2020     2019     2020     2019  
VAA net loss   $ (7,867 )   $ (16,035 )   $ (15,761 )   $ (33,781 )
Adjustments to reconcile to income (loss) from VAA                                
Interest expense on mezzanine loan     5,264       6,401       11,137       12,490  
In-place lease intangibles - amortization expense     —         8,429       —         16,765  
Depreciation basis differences     1,133       733       2,402       1,944  
Net loss   $ (1,470 )   $ (472 )   $ (2,222 )   $ (2,582 )
Percentage ownership in VAA     50 %     50 %     50 %     50 %
Loss from VAA   $ (735 )   $ (236 )   $ (1,111 )   $ (1,291 )

 

NOTE 3. REAL ESTATE ACTIVITY

 

Below is a summary of the real estate owned as of June 30, 2020 and December 31, 2019 (dollars in thousands): 

 

    June 30,     December 31,  
    2020     2019  
Apartments   $ 178,240     $ 156,173  
Apartments under construction     14,809       22,363  
Commercial properties     230,365       229,424  
Land held for development     61,225       62,037  
Real estate subject to sales contract     6,307       7,966  
Total real estate, at cost, less impairment   $ 490,946     $ 477,963  
Less accumulated deprecation     (96,002 )     (90,173 )
Total real estate, net of depreciation   $ 394,944     $ 387,790  

 

14

 

 

The following is a description of our significant real estate and financing transactions for the three months ended June 30, 2020: 

 

Sold a combined 25.9 acres of land to third parties in Farmers Branch, Texas and Forney, Texas for an aggregate sales price of $6.6 million and recognized a gain on the sale of approximately $5.3 million.
Sold a plot of land (0.3 acres) in Farmers Brach, Texas for a sale price of $0.2 million and recognized a gain on the sale of approximately $0.06 million.
Acquired a plot of land (1.3 acres) in McKinney, Texas for a purchase price of $0.5 million.
Acquired a plot of land (0.7 acres) in Denton, Texas for a purchase price of $0.1 million.
Purchased note receivable from related parties for a purchase price of $3.6 million. No gain or loss was recognized from the purchase of the notes receivables (refer to Note 5).

 

The Company continues to invest in the development of apartment projects. During the three months ended June 30, 2020, we have $0.3 million related to the construction or predevelopment of various apartment complexes out of which nominal amount represents capitalized interest costs.

 

NOTE 4. SUPPLEMENTAL CASH FLOW INFORMATION

 

For the six months ended June 30, 2020 and 2019, the Company paid interest expense of $14.7 million and $16.9 million, respectively. 

 

Cash and cash equivalents, and restricted cash for the six months ended June 30, 2020 and 2019 was $72.6 million and $82.2 million, respectively. The following is a reconciliation of the Company’s cash and cash equivalents, and restricted cash to the total presented in the consolidated statement of cash flows.

 

    For the Period Ended June 30,  
    2020     2019  
         
Cash and cash equivalents   $ 42,461     $ 37,579  
Restricted cash (cash held in escrow)     15,598       29,538  
Restricted cash (certificate of deposits)     2,853       8,501  
Restricted cash (held with Trustee)     11,663       6,563  
  Total cash, cash equivalents and restricted cash   $ 72,575     $ 82,181  

 

Amounts included in restricted cash represent funds set aside to meet contractual obligations with certain financial institutions for the payment of reserve replacement deposits and tax and insurance escrow. In addition, restricted cash includes funds to the Bond’s Trustee for payment of principal and interests.

 

NOTE 5. NOTES AND INTEREST RECEIVABLE

 

A portion of our assets are invested in mortgage notes receivable, principally secured by real estate. We may originate mortgage loans in conjunction with providing purchase money financing of property sales. Notes receivable are generally collateralized by real estate or interests in real estate and guarantees, unless noted otherwise, are so secured. Management intends to service and hold for investment the mortgage notes in our portfolio. A majority of the notes receivable provide for principal to be paid at maturity. 

 

15

 

 

Below is a summary of our notes receivable as of June 30, 2020 (dollars in thousands): 

 

    Maturity   Interest          
Borrower   Date   Rate     Amount    Security
Performing loans:                  
     Prospectus Endeavors 4, LLC   01/23   12.00%                                 5,907   Secured
     Prospectus Endeavors 6, LLC   10/22   12.00%                                    496   Secured
     Oulan-Chikh Family Trust 03/21   8.00%                                    174   Secured
     H198, LLC (McKinney Ranch Land)   09/20   6.00%                                 4,554   Secured
     Forest Pines   11/20   5.00%                                 2,869   Secured
     Spyglass Apartments of Ennis, LP   11/20   5.00%                                 5,336   Secured
     Bellwether Ridge   11/20   5.00%                                 3,855   Secured
     Parc at Windmill Farms   11/20   5.00%                                 7,929   Secured
     Autumn Breeze Apts   10/21   5.00%                                 1,638   Secured
     Plum Tree   10/21   5.00%                                    658   Secured
     Ingleside   12/21   5.00%                                 2,181   Secured
     RNC   09/24   5.00%                                 8,853   Secured
     Revolving Line of Credit Steeple Crest   10/20   5.00%                                 6,665   Secured
     Unified Housing Foundation, Inc. (Echo Station) (1)   12/32   12.00%                                 1,481   Secured
     Unified Housing Foundation, Inc. (Inwood on the Park) (1)   12/32   12.00%                                 3,639   Secured
     Unified Housing Foundation, Inc. (Kensington Park) (1)   12/32   12.00%     3,934   Secured
     Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   12/32   12.00%                                 2,000   Secured
     Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   12/32   12.00%                                 6,369   Secured
     Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   12/32   12.00%                                 2,732   Secured
     Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%                                 1,953   Secured
     Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%                                 2,000   Secured
     Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%                                 4,000   Secured
     Unified Housing Foundation, Inc. (Timbers of Terrell) (1)   12/32   12.00%                                 1,323   Secured
     Unified Housing Foundation, Inc. (1)   12/21   12.00%                               10,401   Unsecured
     Unified Housing Foundation, Inc. (1)   03/21   12.00%                                 5,314   Unsecured
     Unified Housing Foundation, Inc. (1)   03/22   12.00%                                 4,782   Unsecured
     Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   07/21   12.00%                                    838   Secured
     Unified Housing Foundation, Inc. (Limestone Ranch) (1)   07/21   12.00%                                    773   Secured
     Unified Housing Foundation, Inc. (Marquis at Vista Ridge) (1)   07/21   12.00%                                    839   Secured
     Unified Housing Foundation, Inc. (Timbers at the Park) (1)   07/21   12.00%                                    432   Secured
     Unified Housing Foundation, Inc. (Bella Vista) (1)   08/21   12.00%                                    212   Secured
     Unified Housing Foundation, Inc. (1)   10/21   12.00%                                 6,831   Unsecured
     Unified Housing Foundation, Inc. (1)   12/32   12.00%                                    497   Unsecured
     Unified Housing Foundation, Inc. (1)   05/23   12.00%                                 3,615   Unsecured
     RAH/PFBL 2020 Advisory Fee   03/23   12.00%                                      61   Secured
     RAI/UHF RWR I&II, Tivoli   03/23   12.00%                                 1,482   Secured
     RAI/UHF 2020 Advisory Fee   03/23   12.00%                                 4,792   Secured
     RAI/UHF Trails of WR Sale   03/23   12.00%                                    716   Secured
     RAI/FBH 2020 Advisory Fee   03/23   12.00%                                    317   Secured
     Realty Advisors Management, Inc. (1)   12/22   2.28%                               20,387   Unsecured
     One Realco Corporation   01/23   3.00%                                 7,000   Unsecured
     Other related party notes (1) (2)   Various   Various                                 4,078   Various secured interests
     Other non-related party notes   Various   Various                               11,724   Various secured interests
     Accrued interest                                       14,509    
Total Performing                                     180,146    
      Allowance for estimated losses                                      (12,557)    
Total    $                   167,589    

 

(1) Related party notes
(2) An allowance was taken for estimated losses at full value of note.

 

16

 

 

We invest in mortgage loans, secured by mortgages that are subordinate to one or more prior liens either on the fee or a leasehold interest in real estate. Recourse on such loans ordinarily includes the real estate on which the loan is made, other collateral and guarantees.

 

At June 30, 2020, we had mortgage loans and accrued interest receivable from related parties, net of allowances, totaling $98.2 million and recognized interest income of $4.4 million related to these notes receivables. During the quarter just ended, the Company collected $4.7 million and purchased from a related party $10.9 million of notes receivables with an interest rate of 12% and maturity date of March 2023.

 

The Company has various notes receivable from Unified Housing foundation, Inc. (“UHF”). UHF is determined to be a related party due to our significant investment in the performance of the collateral secured under the notes receivable. Payments are due from surplus cash flow from operations, sale or refinancing of the underlying properties. These notes are cross collateralized to the extent that any surplus cash available from any of the properties underlying these notes will be used to repay outstanding interest and principal for the remaining notes. Furthermore, any surplus cash available from any of the properties UHF owns, besides the properties underlying these notes, can be used to repay outstanding interest and principal for these notes. The allowance on the notes was a purchase allowance that was netted against principal balance at the time of the acquisition.

 

NOTE 6. INVESTMENT IN UNCONSOLIDATED INVESTEES

 

The summary data presented below includes our investments accounted for under the equity method, except for our investment in VAA which is discussed in detail in Note 2 ‘Investment in VAA’.

 

The Company owns a 20% interest in Gruppa Florentina, LLC which is the sole shareholder of Milano Restaurants International Corporation, (“Milano”) which operates 33 pizza parlors under the trade name “Me-N-Ed’s Pizza Parlors” and four pizza parlors operating under the trade name “Blast 825 Pizza”, located primarily in Central and Northern California. Milano has a 100% ownership interest in Siena Corp, which operates two grills under the trade names “Me-N-Ed’s Victory Grill” and “Me-N-Ed’s Coney Island Grill”. Milano has a 100% ownership interest in Piazza del Pane, Inc., which operates two restaurants located in Central California. Milano also has 23 franchised locations, including two operating, under the trade name Angelo & Vito’s Pizzerias.

 

The following is a summary of the financial position and results of operations as of June 30, 2020 and 2019 from our investees (dollars in thousands):

 

    For the Period Ended June 30,  
SUMMARY OF FINANCIAL POSITION:   2020     2019  
Real estate, net of accumulated depreciation   $ 12,353     $ 13,336  
Notes receivable     11,053       11,156  
Other assets     39,758       32,107  
Notes payable     (13,050 )     (9,621 )
Other liabilities     (8,849 )     (6,737 )
Shareholders' equity/partners capital     (41,265 )     (40,241 )
                 
      For the Six Months Ended June 30,  
SUMMARY OF OPERATIONS:     2020       2019  
Revenue   $ 26,394     $ 27,869  
Depreciation     (702 )     (728 )
Operating expenses     (24,285 )     (25,579 )
Interest expense     (289 )     (320 )
Income from operations   $ 1,118     $ 1,242  
Net  income   $ 1,118     $ 1,242  
                 
Company's 20% proportionate share of earnings   $ 224     $ 248  

 

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NOTE 7. NOTES AND INTEREST PAYABLE

 

Below is a summary of our notes and interest payable as of June 30, 2020 and December 31, 2019 (dollars in thousands): 

 

    June 30,     December 31,  
    2020     2019  
Apartments   $ 135,655     $ 120,024  
Apartments under Construction     4,505       9,017  
Commercial     91,973       92,838  
Land     17,115       19,128  
Corporate and other notes     19,858       20,429  
Total notes payable   $ 269,106     $ 261,436  
Less: unamortized deferred borrowing costs     (6,917 )     (7,342 )
Total outstanding notes payable, net   $ 262,189     $ 254,094  
Accrued Interest     1,136       779  
Total notes payable, net and accrued interest   $ 263,325     $ 254,873  

 

During the six months ended June 30, 2020, the Company drew down $7.4 million in construction loans to fund the development of various apartment projects. In addition, TCI through one of its subsidiaries issued a note payable of $3.4 million to purchase land for development in Kent, Ohio. The note has an interest rate of 10% and a maturity date of November 13, 2024.

 

NOTE 8. BONDS AND BONDS INTEREST PAYABLE

 

Following is the outstanding balance of SPC’s Bonds and interest payable as of June 30, 2020 and December 31, 2019 (dollars in thousands):

 

    June 30,     December 31,  
    2020     2019  
Bonds (Series A)   $ 80,785     $ 92,653  
Bonds (Series B)     39,729       39,844  
Bonds (Series B expansion)     20,860       20,920  
Bonds (Series C)     79,342       79,572  
Total outstanding bonds   $ 220,716     $ 232,989  
Less: deferred bond issuance costs     (8,174 )     (9,724 )
Total outstanding bonds, net     212,542       223,265  
Accrued Interest     5,674       6,457  
Total oustanding bonds, net and accrued interest   $ 218,216     $ 229,722  

   

The aggregate maturity of the bonds are as follows:

 

    June 30,     December 31,  
Year   2020     2019  
2020   $ 11,541     $ 23,148  
2021     35,199       35,301  
2022     35,199       35,301  
2023     114,541       114,873  
2024     12,118       12,153  
Thereafter     12,118       12,213  
    $ 220,716     $ 232,989  

 

On January 31, 2020, the Company paid $11.6 million in Series A bond principal and $7.3 million in interest payments in Series A, B and C bonds, respectively.

 

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On July 22, 2020, the Company paid $11.7 million in Series A bond principal and $6.9 million in interest payments in Series A, B and C bonds, respectively.

 

NOTE 9. RELATED PARTY TRANSACTIONS

 

During the ordinary course of business, we have related party transactions that include, but are not limited to, rental income, interest income, interest expense, general and administrative costs, commissions, management fees, and property expenses. In addition, we have assets and liabilities that include related party amounts. The related party amounts included in assets and liabilities, and the related party revenues and expenses received and paid are shown on the face of the Consolidated Financial Statements.

 

The following table reflects the reconciliation of the beginning and ending balances of accounts receivable from and (accounts payable) to related parties as of June 30, 2020 (dollars in thousands):

 

    Pillar  
Related party receivable, December 31, 2019     85,996  
Cash transfers     5,550  
Advisory fees     (3,277 )
Net income fee     (198 )
Cost reimbursements     (1,882 )
Interest income     1,970  
Notes receivable purchased     (7,368 )
Expenses (paid) received by Advisor     (4,394 )
Financing (mortgage payments)     (315 )
Intercompany property transfers     (159 )
Related party receivable, June 30, 2020   $ 75,923  

 

NOTE 10. DEFERRED INCOME

 

In previous years, the Company has sold properties to related parties where we have had continuing involvement in the form of management or financial assistance associated with the sale of the properties. Because of the continuing involvement associated with the sale, the sales criteria for the full accrual method is not met, and as such the Company has deferred some or all of the gain recognition and accounted for the sale by applying the finance, deposit, installment or cost recovery methods, as appropriate, until the sales criteria is met. The gain on these transactions have been deferred until the properties are sold to a non-related third party. As of June 30, 2020, we had deferred gain of $25.7 million.

 

NOTE 11. OPERATING SEGMENTS

 

Our segments are based on our method of internal reporting which classifies our operations by property type. Our property types are grouped into commercial properties, apartments, land and other operating segments. Significant differences among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve the calculation and allocation of administrative and other expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their net operating income and cash flow.

 

Items of income that are not reflected in the segments are interest, other income, gain on debt extinguishment, gain on condemnation award, equity in partnerships and gains on sale of real estate. Expenses that are not reflected in the segments are provision for losses, advisory, net income and incentive fees, general and administrative, non-controlling interests and net loss from discontinued operations before gains on sale of real estate.

 

The segment labeled as “Other” consists of revenue and operating expenses related to the notes receivable and corporate debt.

 

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Presented below is our reportable segments’ operating income for the three months ended June 30, 2020 and 2019, including segment assets and expenditures (dollars in thousands):

 

    Commercial                          
For the Three Months Ended June 30, 2020   Properties     Apartments     Land     Other     Total  
Rental and other property revenues   $ 7,863     $ 4,084     $     $     $ 11,947  
Property operating expenses     (4,071 )     (1,930 )     (95 )     286       (5,810 )
Depreciation     (2,480 )     (938 )                 (3,418 )
Mortgage and loan interest     (1,346 )     (1,177 )     (293 )     (6,255 )     (9,071 )
Interest income                       5,284       5,284  
Gain on land sales                 5,339             5,339  
Segment operating (loss) income   $ (34 )   $ 39     $ 4,951     $ (685 )   $ 4,271  
Capital expenditures   $ 232     $ 7,400     $ 664     $       8,296  
Real estate assets   $ 146,576     $ 180,835     $ 67,533     $       394,944  
                                         
Property Sales                                        
Sales price   $     $ 2,426     $ 6,477     $     $ 8,903  
Cost of sale           (2,426 )     (1,138 )           (3,564 )
Gain on sale   $     $     $ 5,339     $     $ 5,339  

 

    Commercial                          
For the Three Months Ended June 30, 2019   Properties     Apartments     Land     Other     Total  
Rental and other property revenues   $ 8,020     $ 3,818     $     $ 2     $ 11,840  
Property operating expenses     (4,410 )     (2,018 )     (88 )     (807 )     (7,323 )
Depreciation     (2,732 )     (707 )                 (3,439 )
Mortgage and loan interest     (1,947 )     (1,003 )     (41 )     (6,417 )     (9,408 )
Interest income                       6,505       6,505  
Loss on sale of income producing property           (80 )                 (80 )
Gain on land sales                 2,517             2,517  
Segment operating (loss) income   $ (1,069 )   $ 10     $ 2,388     $ (717 )   $ 612  
Capital expenditures     346       9,596       353             10,295  
Real estate assets                              
                                         
Property Sales                                        
Sales price   $     $ 3,695     $ 5,802     $     $ 9,497  
Cost of sale           (3,775 )     (3,285 )           (7,060 )
Gain on sale   $     $ (80 )   $ 2,517     $     $ 2,437  

 

The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations for the three months ended June 30, 2020 and 2019 (dollars in thousands):

 

    For the Three Months Ended  
    June 30,  
    2020     2019  
Segment operating income   $ 4,271     $ 612  
Other non-segment items of income (expense)                
General and administrative     (1,669 )     (2,419 )
Franchise taxes and other expenses           (585 )
Net income fee to related party     (112 )     (90 )
Advisory fee to related party     (2,241 )     (2,361 )
Other income     2,794       3,364  
Foreign Currency Transaction gain (loss)     (5,599 )     (2,325 )
Loss from joint venture     (735 )     (236 )
Earnings from unconsolidated investees     16       173  
State income tax expense     (49 )      
Net income (loss) from continuing operations   $ (3,324 )   $ (3,867 )

 

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Presented below is our reportable segments’ operating income for the six months ended June 30, 2020 and 2019, including segment assets and expenditures (dollars in thousands):

 

    Commercial                          
For the Six Months Ended June 30, 2020   Properties     Apartments     Land     Other     Total  
Rental and other property revenues   $ 15,747     $ 8,116     $     $ 2     $ 23,865  
Property operating expenses     (8,181 )     (3,860 )     (193 )     114       (12,120 )
Depreciation     (5,002 )     (1,810 )                 (6,812 )
Mortgage and loan interest     (2,717 )     (2,349 )     (574 )     (13,033 )     (18,673 )
Interest income                       11,038       11,038  
Gain on land sales                 9,477             9,477  
Segment operating (loss) income   $ (153 )   $ 97     $ 8,710     $ (1,879 )   $ 6,775  
Capital expenditures   $ 941     $ 14,433     $ 2,664     $     $ 18,038  
Assets   $ 146,576     $ 180,835     $ 67,533     $     $ 394,944  
                                         
Property Sales                                        
Sales price   $     $ 2,426     $ 12,189     $     $ 14,615  
Cost of sale           (2,426 )     (2,712 )           (5,138 )
Gain on land sales   $     $     $ 9,477     $     $ 9,477  

 

    Commercial                          
For the Six Months Ended June 30, 2019   Properties     Apartments     Land     Other     Total  
Rental and other property revenues   $ 16,247     $ 7,518     $     $ 4     $ 23,769  
Property operating expenses     (8,346 )     (4,076 )     (45 )     (853 )     (13,320 )
Depreciation     (5,107 )     (1,441 )                 (6,548 )
Mortgage and loan interest     (3,914 )     (1,937 )     (370 )     (13,155 )     (19,376 )
Interest income                       12,658       12,658  
Loss on sale of income producing property           (80 )                 (80 )
Gain on land sales                 4,733             4,733  
Segment operating (loss) income   $ (1,120 )   $ (16 )   $ 4,318     $ (1,346 )   $ 1,836  
Capital expenditures   $ 4,045     $ 17,434     $ 2,832     $     $ 24,311  
Assets   $ 152,863     $ 151,688     $ 78,871     $     $ 383,422  
                                         
Property Sales                                        
Sales price   $     $ 3,695     $ 14,517     $     $ 18,212  
Cost of sale           (3,775 )     (9,784 )           (13,559 )
Gain on sale   $     $ (80 )   $ 4,733     $     $ 4,653  

  

The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations for the six months ended June 30, 2020 and 2019 (dollars in thousands):

 

    For the Six Months Ended June 30,  
    2020     2019  
Segment operating income   $ 6,775     $ 1,836  
Other non-segment items of income (expense)                
General and administrative     (4,464 )     (5,024 )
Franchise taxes and other expenses     (1,496 )     (585 )
Net income fee to related party     (198 )     (190 )
Advisory fee to related party     (4,528 )     (4,214 )
Other income     4,006       7,031  
Foreign currency translation gain (loss)     2,244       (8,143 )
Loss from joint venture     (1,111 )     (1,291 )
Losses from other unconsolidated investees     132       231  
State income tax expense     (296 )      
Net income (loss) from continuing operations   $ 1,064     $ (10,349 )

 

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The table below reflects a reconciliation of the segment information to the corresponding amounts in the Consolidated Balance Sheets (dollars in thousands):

 

    As of June 30,  
    2020     2019  
Segment assets   $ 394,944     $ 383,422  
Investments in unconsolidated investees     61,412       74,911  
Notes and interest receivable     167,589       159,582  
Other assets     204,344       199,638  
Total assets   $ 828,289     $ 817,553  

 

NOTE 12. COMMITMENTS, CONTINGENCIES, AND LIQUIDITY

 

Liquidity. Management believes that ARL will generate excess cash flow from property operations in 2020; such excess, however, will not be sufficient to discharge all of ARL’s obligations as they became due. Management intends to sell land and income-producing real estate, refinance real estate and obtain additional borrowings primarily secured by real estate to meet its liquidity requirements.

 

Partnership Buyouts. ARL is the limited partner in various partnerships related to the construction of residential properties. As permitted in the respective partnership agreements, ARL intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to the completion of these projects. The amounts paid to buy out the non-affiliated partners are limited to development fees earned by the non-affiliated partners and are outlined in the respective partnership agreements.

 

Litigation. The ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its business, in the opinion of management, the outcome of such litigation will not have a material adverse impact upon the Company’s financial condition, results of operation or liquidity, unless otherwise noted below.

 

Guarantees. The Company is the primary guarantor on a $24.3 million mezzanine loan between UHF and a lender. In addition, ARI and an officer of the Company are limited recourse guarantors of the loan. As of June 30 2020 UHF was in compliance with the covenants to the loan agreement.

 

ART and ART Midwest, Inc.

 

A formerly owned entity (American Realty Trust, Inc.) and its former subsidiary (ART Midwest, Inc.) have been parties to a litigation with Mr. David Clapper and entities related to Mr. Clapper (collectively, the “Clapper Parties”). The matter originally involved a transaction in 1998 in which ART Midwest, Inc. was to acquire eight residential apartment complexes from the Clapper Parties. Through the years, a number of rulings, both for and against American Realty Trust, Inc. “ART” and ART Midwest, Inc., were issued. In October 2011, a ruling was issued under which the Clapper Parties received a judgment for approximately $74 million, including $26 million in actual damages and $48 million interest. The ruling was against ART and ART Midwest, Inc., but no other entity. During February 2014, the Court of Appeals affirmed a portion of the judgment in favor of the Clapper Parties, but also ruled that a double counting of a significant portion of the damages had occurred and remanded the case back to the trial court to recalculate the damage award, as well as pre- and post-judgment interest thereon. Subsequently, the trial court recalculated the damage award, reducing it to approximately $59 million, inclusive of actual damages and then current interest. ART was also a significant owner of a partnership interest in the partnership that was awarded the initial damages in this matter.

 

The Clapper Parties subsequently filed a new lawsuit against ARI, its subsidiary EQK Holdings, Inc. “EQK”, and ART. The Clapper Parties seek damages from ARL for payment by ART to ARL of ART’s stock in EQK in exchange for a release of the Antecedent Debt owed by ART to ARI. In February 2018 the court determined that this legal matter should not have been filed in federal court and therefore granted motions to dismiss on jurisdictional grounds. In June 2018, the court overruled its own grant of motions to dismiss and reinstated the case. We continue to vigorously defend the case and management believes it has defenses to the claims. The case has not been set for trial.

 

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In January 2012, the Company sold all of the issued and outstanding stock of ART to an unrelated party for a promissory note in the amount of $10 million. At December 31, 2012, the Company fully reserved and valued the note at zero.

 

Dynex Capital, Inc.

 

On July 20, 2015, the 68th Judicial District Court in Dallas County, Texas issued its Final Judgment in Cause No. DC-03-00675, styled Basic Capital Management, Inc., American Realty Trust, Inc., Transcontinental Realty Investors, Inc., Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. v. Dynex Commercial, Inc. The case, which was litigated for more than a decade, had its origin with Dynex Commercial making loans to Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. (subsidiaries of Continental Mortgage & Equity Trust (“CMET”), an entity which merged into TCI in 1999 after the original suit was filed). Under the original loan commitment, $160 million in loans were to be made to the entities. The loans were conditioned on the execution of a commitment between Dynex Commercial and Basic Capital Management, Inc. (“Basic”).

 

An original trial in 2004, which also included Dynex Capital, Inc. as a defendant, resulted in a jury awarding damages in favor of Basic for “lost opportunity,” as well as damages in favor of ART and in favor of TCI and its subsidiaries for “increased costs” and “lost opportunity.” The original Trial Court judge ignored the jury’s findings, however, and entered a “Judgment Notwithstanding the Verdict” (“JNOV”) in favor of the Dynex entities (the judge held the Plaintiffs were not entitled to any damages from the Dynex entities). After numerous appeals by all parties, Dynex Capital, Inc. was ultimately dismissed from the case and the remaining claims against Dynex Commercial were remanded to the Trial Court for a new judgment consistent with the jury’s findings. The Court entered the new Final Judgment against Dynex Commercial, Inc. on July 20, 2015.

 

The Final Judgment entered against Dynex Commercial, Inc. on July 20, 2015 awarded Basic was $0.256 million in damages, plus pre-judgment interest of $0.192 million for a total amount of $0.448 million. The Judgment awarded ART was $14.2 million in damages, plus pre-judgment interest of $10.6 million for a total amount of $24.8 million. The Judgment awarded TCI was $11.1 million, plus pre-judgment interest of $8.4 million for a total amount of $19.5 million. The Judgment also awarded Basic, ART, and TCI post-judgment interest at the rate of 5% per annum from April 25, 2014 until the date their respective damages were paid. Lastly, the Judgement awarded Basic, ART, and TCI was $1.6 million collectively in attorneys’ fees from Dynex Commercial, Inc.

 

TCI is working with counsel to identify assets and collect on the Final Judgment against Dynex Commercial, Inc., as well as pursue additional claims, if any, against Dynex Capital, Inc. Post judgment interest continues to accrue. 

 

Berger Litigation

 

On February 4, 2019, an individual claiming to be a stockholder holding 7,900 shares of Common Stock of Income Opportunity Realty Investors, Inc. (“IOR”) filed a Complaint in the United States District Court for the Northern District of Texas, Dallas Division, individually and allegedly derivatively on behalf of IOR, against Transcontinental Realty Investors, Inc. (“TCI”), American Realty Investors, Inc. (“ARL”), (TCI is a shareholder of IOR, ARL is a shareholder of TCI) Pillar Income Asset Management, Inc. (“Pillar”), ( collectively the “Companies”), certain officers and directors of the Companies (“Additional Parties”) and two other individuals. The Complaint filed alleges that the sale and/or exchange of certain tangible and intangible property between the Companies and IOR during the last ten years of business operations constitutes a breach of fiduciary duty by the one or more of Companies, the Additional Defendants and/or the directors of IOR. The case alleges other related claims. The Plaintiff seeks certification as a representative of IOR and all of its shareholders, unspecified damages, a return to IOR of various funds and an award of costs, expenses, disbursements (including Plaintiff’s attorneys’ fees) and prejudgment and post-judgment interest. The named Defendants intend to vigorously defend the action, deny all of the allegations of the Complaint, and believe the allegations to be wholly without any merit. The Defendants have filed motions to dismiss the case in its entirety in June 2019. On February 26, 2020, the Court denied IOR’s demand futility motion. The remaining Defendants’ motions were granted in part and denied in part in the first quarter of 2020. Discovery is ongoing.

 

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NOTE 13. EARNINGS PER SHARE

  

Earnings Per Share (“EPS”) have been computed pursuant to the provisions of ASC Topic 260, “Earnings Per Share”. The computation of basic EPS is calculated by dividing net income available to common shareholders from continuing operations, adjusted for preferred dividends, by the weighted-average number of common shares outstanding during the period. Shares issued during the period shall be weighted for the portion of the period that they were outstanding.

 

As of June 30, 2020, the Company have 614 shares issued and 1,800,614 shares outstanding of Series A 10.0% cumulative convertible preferred stock. These shares may be converted into common stock at 90% of the average daily closing price of the common stock for the prior 20 trading days.  These are considered in the computation of diluted earnings per share if the effect of applying the if-converted method is dilutive.  Of the issued 1,800,614 shares of Series A 10.0% cumulative convertible preferred stock, 1,800,000 shares are held by ARL and its subsidiaries.  Dividends are not paid on the shares owned by ARL.

 

NOTE 14. SUBSEQUENT EVENTS

 

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and across our portfolio. While we did not experience significant disruptions during the three months ended June 30, 2020 from the COVID-19 pandemic, we are unable to predict the impact the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties.

 

On July 16, 2020, the Company entered into purchase and sale agreement with a related party for the sale of multi-family property located in Port Arthur, Texas. The purchase price for this transaction is $13.3 million, net cash proceeds received is $5.4 million and assumption of debt is $9.1 million.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis by management should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and in the Company’s Form 10-K for the year ended December 31, 2019 (the “Annual Report”).

 

This Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the captions “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

 

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

 

  general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

 

  risks associated with the availability and terms of construction and mortgage financing and the use of debt to fund acquisitions and developments;

 

  demand for apartments and commercial properties in the Company’s markets and the effect on occupancy and rental rates;

 

  the Company’s ability to obtain financing, enter into joint venture arrangements in relation to or self-fund the development or acquisition of properties;

 

  risks associated with the timing and amount of property sales and the resulting gains/losses associated with such sales;

 

  failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully;

 

  risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities);

 

  risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

 

  costs of compliance with the Americans with Disabilities Act and other similar laws and regulations;

 

  potential liability for uninsured losses and environmental contamination;

 

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  risks associated with our dependence on key personnel whose continued service is not guaranteed; and

 

  the other risk factors identified in this Form 10-Q, including those described under the caption “Risk Factors.”

 

The risks included here are not exhaustive. Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements, include among others, the factors listed and described at Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review.

 

We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and our property portfolio. While we did not incur significant disruptions during the three months ended June 30, 2020 from the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The pandemic is having a significant impact on the U.S. economy and on the local markets in which our properties are located. Nearly every industry has been impacted directly or indirectly, and the commercial real estate market has come under pressure due to numerous factors, including preventative measures taken by local, state and federal authorities to alleviate the public health crisis such as mandatory business closures, quarantines, and restrictions on travel and “shelter-in-place” or “stay-at-home” orders.

The following provides an overview of the impact of COVID-19 on our financial condition, results of operations and cash flows.

 

We have collected approximately 97% of its second quarter rents, comprised of approximately 95% from multi-family tenants and 98% from office tenants.
We have not granted any abatements or granted any significant deferments of contractual rents.
Occupancy at its non-lease up properties remains stable at 87% at June 30, 2020 in comparison to 89% at June 30, 2019.
We continue to obtain positive leasing spreads for new leases and renewals at properties.
Our ground up development work continues unabated and thus far we have not experienced any work stoppages.

 

In addition, we believe that our financing activity will not be significantly impacted, given that most of our assets are HUD-backed loans with long maturity periods and it continues to able to refinance its maturities as they become due and obtain new financings for leased up properties.

The future impact of COVID-19 on our business and financial activities will depend on future developments, which at this stage are unpredictable considering the fluctuations of COVID-19 outbreaks and the resulting changes in the markets.

 

Other sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time-to-time and it is not possible for management to predict all such matters; nor can we assess the impact of all such matters on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and to other materials we may furnish to the public from time-to-time through Forms 8-K or otherwise as we file them with the SEC.

 

Overview

 

We are an externally advised and managed real estate investment company that owns a diverse portfolio of income-producing properties and land held for development. Our portfolio of income-producing properties includes residential apartment communities, office buildings and other commercial properties. Our investment strategy includes acquiring existing income-producing properties, as well as developing new properties on land already owned or acquired for a specific development project.

 

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We acquire land primarily in urban in-fill locations or high-growth suburban markets. We are an active buyer and seller of real estate.

 

During the six months ended June 30, 2020, we sold 44.9 acres of land to third parties in Farmers Branch, Texas and Forney, Texas for an aggregate sales price of $12.2 million and recognized a gain on the sale of $9.5 million. Furthermore, we acquired (i) 100% of the membership interest in EQK Portage, LLC, which owns approximately 49.2 acres of land in Kent, OH. We purchased the land for development at a total purchase price of $5.4 million, consisting of $2.0 million in cash and a 3.4 million note payable. The note has an interest rate of 10% and a maturity date of November 13, 2024, (ii) 100% of the membership interest in RNC Portfolio, which owns approximately 0.7 acres of commercial land in in Lewisville, TX. The Company purchased the land for development at a purchase price of approximately $0.1 million, which was paid in cash, (iii) approximately 1.3 acres of land in in McKinney, TX. The Company purchased the land for development at a purchase price of approximately $0.5 million, which was paid in cash.

 

In addition, we purchased notes receivables from related parties for an aggregate purchase price of $10.9 million. No gain or loss was recognized from the purchase of the notes receivables (refer to Note 5).

 

As of June 30, 2020, we owned 1,657 units in ten residential apartment communities, and seven commercial properties comprising of approximately 1.7 million rentable square feet. In addition, we own approximately 1,891 acres of land held for development. The Company currently owns income-producing properties and land in eight states.

 

We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties and debt financing primarily in the form of property-specific first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with variable interest rate construction loans that are converted to long-term, fixed rate amortizing mortgages when the development project is completed and occupancy has been stabilized. We will, from time to time, also enter into partnerships with various investors to acquire income-producing properties or land and to sell interests in certain of our wholly owned properties. When we sell assets, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable. We generate operating revenues primarily by leasing apartment units to residents and leasing office, retail and industrial space to commercial tenants. We have no employees.

 

We have historically engaged in and may continue to engage in certain business transactions with related parties, including, but not limited to, asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

 

Pillar Income Asset Management, Inc. (“Pillar”) is the Company’s external Advisor and Cash Manager. Although the Board of Directors is directly responsible for managing the affairs of ARL, and for setting the policies which guide it, the day-to-day operations of ARL are performed by Pillar, as the contractual Advisor, under the supervision of the Board. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities and arranging debt and equity financing for the Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to their decisions in connection with ARL’s business plan and investment policy. Pillar also serves as an Advisor and Cash Manager to TCI and IOR.

 

Regis Realty Prime, LLC (“Regis”) manages our commercial properties and provides brokerage services. ARL engages third-party companies to lease and manage its apartment properties.

 

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Critical Accounting Policies

 

We present our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The FASB Accounting Standards Codification (“ASC”) is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP.

 

The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (“VIE”), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

 

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.

 

For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities are included in consolidated net income. Our investment in VAA and Gruppa Florentina, LLC are accounted for under the equity method.

 

Real Estate

 

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-market” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities in accordance with ASC Topic 805 “Business Combinations”, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings at replacement cost.

 

We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as available market information. Estimates of future cash flows are based on a number of factors including, the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

 

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We cease capitalization when a building is considered substantially complete and ready for its intended use, but no later than one year from the cessation of major construction activity.

 

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Depreciation and Impairment

 

Real estate is stated at depreciated cost. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, property taxes, insurance, and other project costs incurred during the period of development.

Management reviews its long-lived assets used in operations for impairment when there is an event or change in circumstances that indicates impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.

 

Investments in Unconsolidated Real Estate Ventures

 

Except for ownership interests in variable interest entities, we account for our investments in unconsolidated real estate ventures under the equity method of accounting because we exercise significant influence over, but do not control, these entities. These investments are recorded initially at cost, as investments in unconsolidated real estate ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated real estate ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in variable interest entities, we consolidate those in which we are the primary beneficiary.

 

Recognition of Rental Income

 

Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. On our Consolidated Balance Sheets, we include as a receivable the excess of rental income recognized over rental payments actually received pursuant to the terms of the individual commercial lease agreements.

 

Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.

 

Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.

 

The Company owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartments to tenants. As of June 30, 2020, our apartment leases generally have initial terms of 12 months or less and the rental revenue is recognized on an accrual basis when due from tenants in accordance with ASC 842, Leases. These leases are generally renewable at the end of the lease term subject to potential increases in rental rates. Collection of the rental payments is determined to be probable at lease commencement, so the payments are generally due and collected on a monthly basis and recognized monthly as earned, which is not materially different than on a straight-line basis, as lease terms are normally for periods of one year or less. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a monthly basis consistent with rental payment revenue recognition. Lease revenue also includes all pass-through revenue from leases and common area maintenance reimbursements. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease.

 

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Revenue Recognition on the Sale of Real Estate

 

Sales and the associated gains or losses of real estate are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

 

Non-Performing Notes Receivable

 

We consider a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.

 

Interest Recognition on Notes Receivable

 

We record interest income as earned in accordance with the terms of the related loan agreements.

 

Allowance for Estimated Losses

 

We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.

 

Fair Value of Financial Instruments

 

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

 

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:

 

Level 1 – Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
   
Level 2 – Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
   
Level 3 – Unobservable inputs that are significant to the fair value measurement.

 

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Related Parties

 

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required; trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.

 

Results of Operations

 

The following discussion and analysis is based on our Consolidated Statements of Operations for the three months ended June 30, 2020 and 2019, as included in Part I, Item 1. “Financial Statements” of this report. At June 30, 2020 and 2019, we owned or had interests in a portfolio of ten and nine income-producing properties, respectively.

 

Comparison of the three months ended June 30, 2020 to the same period ended 2019:

 

For the three months ended June 30, 2020, we reported net loss applicable to common shares of 2.3 million or $0.14 per diluted earnings per share, as compared to a net loss applicable to common shares of $2.8 million or $0.17 per diluted earnings per share for the same period ended 2019.

 

Revenues

 

Rental and other property revenues were $11.9 million for the three months ended June 30, 2020, compared to $11.8 million for the same period in 2019. For the quarter ended June 30, 2020, the Company generated revenues of $7.9 million and $4.0 million from its commercial and residential segments, respectively.

 

Expenses

 

Property operating expenses decreased by $1.5 million to $5.8 million for the three months ended June 30, 2020 as compared to $7.3 million for the same period in 2019. The decrease in property operating expenses was primarily attributable to reduction in property replacements cost.

 

Depreciation and amortization during the three months ended June 30, 2020 remained same as compared to the three months ended June 30, 2019, which was $3.4 million.

 

General and administrative expense was $1.7 million for the three months ended June 30, 2020, compared to $2.4 million for the same period in 2019. The decrease of $0.7 million in general and administrative expenses was primarily due to decrease in professional and legal services, and other expenses.

 

We had no franchise taxes and other expenses for the three months ended June 30, 2020 compared to $0.6 million for the same period in 2019.

 

Other income (expense)

 

Interest income was $5.3 million for the three months ended June 30, 2020, compared to $6.5 million for the same period in 2019. The decrease of $1.2 million was due to decrease in interest of $1.2 million on receivables from related parties.

 

Other income decreased to $2.8 million for the three months ended June 30, 2020, from $3.4 million for the same period in 2019. The decrease of $0.6 million in other income was primarily due to tax increment incentives related to infrastructure development work. For the same period a year ago, the Company received cash proceeds of $3.4 million from the collection of tax increment incentives related to infrastructure development work.

 

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Mortgage and loan interest expense was $9.0 million for the three months ended June 30, 2020, compared to $9.4 million for the same period in 2019.

 

Foreign currency transaction was a loss of $5.6 million for the three months ended June 30, 2020 as compared to a loss of $2.3 million for the same period in 2019. The loss was the result of the strengthening of the Israel Shekels against the US Dollar due to economic uncertainties most likely as a result of the global pandemic outbreak.

 

Loss from unconsolidated investments was a net $0.7 million for the three months ended June 30, 2020 as compared to a net loss of nominal amount for the three months ended June 30, 2019. The loss from unconsolidated investments during the first quarter just ended was driven primarily from our share in the losses reported by the VAA Joint Venture of $0.7 million.

 

Gain on land sales was $5.3 for the three months ended June 30, 2020, compared to $2.1 million for the same period in 2019. In the current period we sold approximately 25.9 acres of land for a sales price of $6.6 million which resulted in a gain of $5.3 million. For the same period in 2019, we sold 41.6 acres of land for an aggregate sales price of $7.6 million and recorded a gain of $2.5 million.

 

Comparison of the six months ended June 30, 2020 to the same period ended 2019:

 

For the six months ended June 30, 2020, we reported a net income applicable to common shares of $0.6 million or $0.04 per diluted share, compared to a net loss applicable to common shares of $8.9 million or $0.56 per diluted share for the same period in 2019.

 

Revenues

 

Rental and other property revenues were $23.9 million for the six months ended June 30, 2020, compared to $23.8 million for the same period in 2019. For the six months ended June 30, 2020, the Company generated revenues of $15.8 million and $8.1 million from its commercial and residential segments, respectively. 

 

Expenses

 

Property operating expenses decreased by $1.2 million to $12.1 million for the six months ended June 30, 2020 as compared to $13.3 million for the same period in 2019. The decrease in property operating expenses was primarily attributable to reduction in property replacements cost.

 

Depreciation and amortization increased by $0.3 million to $6.8 million during the six months ended June 30, 2020 as compared to $6.5 million for the same period in 2019. This increase is primarily due to increase of depreciation expense in residential segment by $0.4 million.

 

General and administrative expense was $4.5 million for the six months ended June 30, 2020, compared to $5.0 million for the same period in 2019. The decrease of $0.5 million in general and administrative expenses was primarily due to decrease in other expenses, partially offset by increase in in professional and legal services.

 

Franchise taxes and other expenses was $1.5 million for the six months ended June 30, 2020, compared to $0.6 million for the same period in 2019. The increase of $0.9 million in franchise taxes and other expenses was primarily due to increases in franchise taxes of $1.0 million.

 

Other income (expense)

 

Interest income was $11.0 million for the six months ended June 30, 2020, compared to $12.7 million for the same period in 2019. The decrease of $1.7 million was due primarily to an increase in interest on receivables owed from our Advisors of $1.7 million.

 

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Other income was $4.0 million for the six months ended June 30, 2020, compared to $7.0 million for the same period in 2019 a decrease of $3.0 million. During the six months just ended, we recognized miscellaneous income of $2.6 million from the collection of tax increment incentives related to infrastructure development work and $1.4 million from other miscellaneous activities. For the same period a year ago, we recognized a gain of $3.6 million as a result of deferred income associated with the sale of land held by IOR, and received cash proceeds of $3.1million from the collection of tax increment incentives related to infrastructure development work.

 

Mortgage and loan interest expense was $18.7 million for the six months ended June 30, 2020 as compared to $19.4 million for the same period in 2019.

 

Foreign currency transaction was a gain of $2.2 million for the three months ended March 31, 2020 as compared to a loss of $8.1 million for the same period in 2019. The unrealized gain was the result of the strengthening of the U.S. Dollar against the Israel Shekels due to perceived liquidity issues in Israel most likely as a result of the global pandemic outbreak, primarily during the first quarter of 2020.

 

Loss from unconsolidated investments was a net of $1.0 million for the six months ended June 30, 2020 as compared to a loss of $1.1 million for the six months ended June 30, 2019. The loss from unconsolidated investments during the six months ended June 30, 2020, was driven primarily from our share in the losses reported by the VAA Joint Venture of $1.1 million (Refer to Note 2).

 

Gain on land sales was $9.5 for the three months ended June 30, 2020, compared to $4.7 million for the same period in 2019. In the current period we sold approximately 44.9 acres of land for a sales price of $12.2 million which resulted in a gain of $9.5 million. For the same period a year ago, we sold 63.9 acres of land for an aggregate sales price of $16.3 million and recorded a gain of $4.7 million. 

 

Liquidity and Capital Resources

 

Our principal liquidity needs are:

 

  fund normal recurring expenses;

 

  meet debt service and principal repayment obligations including balloon payments on maturing debt;

 

  fund capital expenditures, including tenant improvements and leasing costs;

 

  fund development costs not covered under construction loans; and

 

  fund possible property acquisitions.

 

Our principal sources of cash have been and will continue to be:

 

  property operations;

 

  proceeds from land and income-producing property sales;

 

  collection of mortgage notes receivable;

 

  collection of receivables from related party companies;

 

  refinancing of existing debt; and

 

  additional borrowing, including mortgage notes, mezzanine financing and lines of credit.

 

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We draw on multiple financing sources to fund our long-term capital needs. We generally fund our development projects with construction loans. Management anticipates that our available cash from property operations may not be sufficient to meet all of our cash requirements. Management intends to selectively sell land and income-producing assets, refinance or extend real estate debt and seek additional borrowing secured by real estate to meet its liquidity requirements. Although the past cannot predict the future, historically, management has been successful at extending a portion of our current maturity obligations and selling assets as necessary to meet current obligations.

 

Cash Flow Summary

 

The following summary discussion of our cash flows is based on the statements of cash flows as presented in Part I Item 1. “Financial Statements” and is not meant to be an all-inclusive discussion of the changes in our cash flow (dollars in thousands): 

 

    For the six months ended June 30,        
    2020     2019     Incr /(Decr)  
Net cash (used in) operating activities   $ (12,223 )   $ (15,490 )   $ 3,267  
Net cash provided by (used in) investing activities   $ 8,728     $ (7,910 )   $ 16,638  
Net cash (used in) financing activities   $ (7,241 )   $ (968 )   $ (6,273 )

 

Our primary use of cash for operations is daily operating costs, general and administrative expenses, advisory fees, and land holding costs. Our primary source of cash from operating activities is from rental income on properties. In addition, we have a related party account in which excess cash is transferred to or from.

 

Our primary cash outlays for investing activities are for construction and development, acquisition of land and income-producing properties, and capital improvements to existing properties. During the six months ended June 30, 2020, we advanced $1.7 million toward various notes receivable, purchased land for development for $2.7 million, and invested approximately $8.0 million for the development of new properties and improvement of income producing properties. For the six months ended June 30, 2019, we advanced $0.9 million toward various notes receivables, purchased land for development for $2.8 million, and invested approximately $21.5 million for the development of new properties and improvement of income producing properties.

 

Our primary sources of cash from investing activities are from the proceeds on the sale of land and income-producing properties. During the three months ended June 30, 2020, we received aggregate sales proceeds of $12.2 million from the sale of 44.9 acres of land and recorded a gain of $9.5 million. In addition, collected $5.0 million on note receivables and received $3.8 million on distributions from one of our equity investees. For the six months ended June 30, 2019, we received aggregate sales proceeds of $15.8 million from the sale of 63.94 acres of land and recorded a gain of $4.7 million, and received $1.3 million and land valued at $1.8 million from the sale of a multifamily residential property.

 

Our primary sources of cash from financing activities are from proceeds on notes payables either through refinancing our existing loans or by obtaining new financing. Our primary cash outlays are for recurring debt payments and payments on maturing notes payable.

 

During the three months ended June 30, 2020, the decrease in cash flow from financing activities is primarily due to a payment on bond principal of $11.6 million, and payments on our outstanding notes of $20.2 million, partially offset by proceeds from borrowings of approximately $24.7 million. During the six months ended June 30, 2019, the decrease in cash flow from financing activities is primarily due to a payment on bond principal of $10.4 million, and payments on our outstanding notes of $3.4 million, offset by proceeds from notes of approximately $12.9 million.

 

Environmental Matters

 

Under various federal, state and local environmental laws, ordinances and regulations, we may be potentially liable for removal or remediation costs, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery for personal injury associated with such materials.

 

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Management is not aware of any environmental liability relating to the above matters that would have a material adverse effect on our business, assets or results of operations.

 

Inflation

 

The effects of inflation on our operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with inflationary increases and decreases in real estate costs. Fluctuations in the rate of inflation also affect the sales values of properties and the ultimate gains to be realized from property sales. To the extent that inflation affects interest rates, earnings from short-term investments and the cost of new financings as well as the cost of variable interest rate debt will be affected.

 

Tax Matters

 

ARL is a member of the May Realty Holdings, Inc., (“MRHI”) consolidated group for federal income tax reporting. There is a tax sharing and compensating agreement between ARL, Income Opportunities Realty Investors, Inc. (“IOR”), and Transcontinental Realty Investors, Inc. (“TCI”).

 

Financial statement income varies from taxable income principally due to the accounting for income and losses of investees, gains and losses from asset sales, depreciation on owned properties, amortization of discounts on notes receivable and payable and the difference in the allowance for estimated losses.

 

For the quarter ended June 30, 2020, ARL had income before income taxes of $1.4 million driven mostly by the unrealized gain in foreign currency of $2.2 million which for federal income tax purposes is not taxable and therefore produces a loss before income taxes, and as such, the Company did not recognize a tax expense.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. Our management’s objectives, with regard to interest rate risks, are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at fixed rates or variable rates with the lowest margins available and in some cases, with the ability to convert variable rates to fixed rates.

 

As of June 30, 2020, our outstanding notes payable balance was $269.1 million, out of which $265.4 million were notes with fixed interest rates and $3.7 million represented a note with a variable interest rate of 9.75%. If our variable interest rates increased 100 basis points, we estimate that total annual interest cost, would increase by $0.01 million, and would result in a decrease of $0.001 in our earnings per share.

 

Our variable rate exposure is mitigated through the ability to secure long-term fixed rate HUD financing on the residential apartment complexes with a weighted average borrowing rate of approximately 5.1% at June 30, 2020.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.

 

There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On September 1, 2000, the Board of Directors approved a share repurchase program authorizing the repurchase of up to a total of 1,000,000 shares of ARL common stock. This repurchase program has no termination date. In August 2010, the Board of Directors approved an increase in the share repurchase program for up to an additional 250,000 shares of Common Stock which results in a total authorization under the repurchase program for up to 1,250,000 shares. There were no shares purchased under this program during the first quarter of 2020. As of June 30, 2020, 986,750 shares have been purchased and 263,250 shares may be purchased under the program. 

 

ITEM 6.             EXHIBITS

 

The following exhibits are filed herewith or incorporated by reference as indicated below:

 

Exhibit 
Number
  Description of Exhibit 
3.0   Certificate of Restatement of Articles of Incorporation of American Realty Investors, Inc. dated August 3, 2000 (incorporated by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
     
3.1   Certificate of Correction of Restated Articles of Incorporation of American Realty Investors, Inc. dated August 29, 2000 (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q dated September 30, 2000).
     
3.2   Articles of Amendment to the Restated Articles of Incorporation of American Realty Investors, Inc. decreasing the number of authorized shares of and eliminating Series B Cumulative Convertible Preferred Stock dated August 23, 2003 (incorporated by reference to Exhibit 3.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
     
3.3   Articles of Amendment to the Restated Articles of Incorporation of American Realty Investors, Inc., decreasing the number of authorized shares of and eliminating Series I Cumulative Preferred Stock dated October 1, 2003 (incorporated by reference to Exhibit 3.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
     
3.4   Bylaws of American Realty Investors, Inc. (incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S-4 filed December 30, 1999).
     
4.1   Certificate of Designations, Preferences and Relative Participating or Optional or Other Special Rights, and Qualifications, Limitations or Restrictions Thereof of Series F Redeemable Preferred Stock of American Realty Investors, Inc., dated June 11, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001).
     
4.2   Certificate of Withdrawal of Preferred Stock, Decreasing the Number of Authorized Shares of and Eliminating Series F Redeemable Preferred Stock, dated June 18, 2002 (incorporated by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
     
4.3   Certificate of Designation, Preferences and Rights of the Series I Cumulative Preferred Stock of American Realty Investors, Inc., dated February 3, 2003 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).
     

 

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4.4   Certificate of Designation for Nevada Profit Corporations designating the Series J 8% Cumulative Convertible Preferred Stock as filed with the Secretary of State of Nevada on March 16, 2006 (incorporated by reference to Registrant’s current report on Form 8-K for event of March 16, 2006).
     
4.5   Certificate of Designation for Nevada Profit Corporation designating the Series K Convertible Preferred Stock as filed with the Secretary of State of Nevada on May 6, 2013 (incorporated by reference to Registrant’s current report on form 8-K for event of May 7, 2013). 
     
10.1   Advisory Agreement between American Realty Investors, Inc. and Pillar Income Asset Management, Inc., dated April 30, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, dated May 2, 2011).

 

 10.2   Second Amendment to Modification of Stipulation of Settlement dated October 17, 2001 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4, dated February 24, 2002).
     
31.1*   Certification by the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
     
31.2*   Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
     
32.1*   Certification pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

*       Filed herewith.

 

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 SIGNATURE PAGE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AMERICAN REALTY INVESTORS, INC.
     
Date: August 14, 2020 By: /s/ Daniel J. Moos
    Daniel J. Moos
   

President and Chief Executive Officer 

(Principal Executive Officer)

     
Date: August 14, 2020 By: /s/ Alla Dzyuba
    Alla Dzyuba
   

Vice President and Chief Accounting Officer 

(Principal Financial Officer) 

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