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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
Current Report

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)November 10, 2022

American Realty Investors, Inc.
(Exact name of registrant as specified in its charter)

Nevada001-1566375-2847135
(State or other jurisdiction of 
Incorporation or organization) 		(Commission File Number)(IRS Employer Identification Number)
1603 LBJ Freeway,Suite 800DallasTX75234
(Address of principal executive offices)(Zip Code)
(469) 522-4200
Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 ☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐  Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 230.425)
 ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
 ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockARLNYSE
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):
☐  Emerging growth company
If an emerging growth company indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

On November 10, 2022, American Realty Investors, Inc. (“ARL” or the “Company”) announced its operational results for the quarter ended September 30, 2022. A copy of the announcement is attached as Exhibit “99.1.”

The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits


(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit No.Description
Press release datedNovember 10, 2022
_________________________
* Furnished herewith






SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: November 10, 2022By:/s/  ERIK L. JOHNSON
Erik L. Johnson
Executive Vice President and Chief Financial Officer

 Document


NEWS RELEASEContact:
American Realty Investors, Inc. Investor Relations
FOR IMMEDIATE RELEASEErik Johnson (469) 522-4200 investor.relations@transconrealty-invest.com


American Realty Investors, Inc. reports Earnings for Quarter Ended September 30, 2022

DALLAS (November 10, 2022) -- American Realty Investors, Inc. (NYSE:ARL) is reporting its results of operations for the quarter ended September 30, 2022. For the three months ended September 30, 2022, we reported net income attributable to the Company of $302.3 million or $18.72 per diluted share, compared to net income of $19.4 million or $1.20 per diluted share for the same period in 2021.

Financial Highlights

•We collected approximately 99% of our rents for the three months ended September 30, 2022, comprised of approximately 98% from multifamily tenants and approximately 99% from office tenants.
•Total stabilized occupancy was 94% at September 30, 2022, which includes 96% at our multifamily properties and 68% at our commercial properties.
•On September 16, 2022, VAA completed the sale of 45 properties for $1.8 billion, resulting in gain on sale of $738.7 million to the joint venture. In connection with sale, we received an initial distribution of $182.8 million from VAA. We plan to use our share of the proceeds to invest in income-producing real estate, pay down debt and for general corporate purposes.
•In connection with the VAA sale, we sold Sugar Mill Phase III, a 72 unit multifamily property in Baton Rouge, Louisiana for $11.8 million, resulting in gain on sale of $1.9 million. We used the proceeds to pay off the $9.6 million mortgage note payable on the property and for general corporate purposes.

Financial Results

Rental revenues decreased $2.1 million from $9.6 million for the three months ended September 30, 2021 to $7.6 million for the three months ended September 30, 2022. The decrease in rental revenue is primarily due to the sale of 600 Las Colinas in 2021 and the sale of Toulon in the first quarter of 2022.

Net operating loss decreased $2.0 million from $5.2 million for three months ended September 30, 2021 to $3.2 million for the three months ended September 30, 2022. The decrease in net operating loss is primarily due to a reduction of legal costs related to the Clapper litigation and arbitration settlement in 2021 offset in part by net operating profit from the sale of 600 Las Colinas in 2021.

Net income attributable to the Company increased $282.9 million from $19.4 million for the three months ended September 30, 2021 to $302.3 million for the three months ended September 30, 2022. The increase in net income is primarily attributed to our share of the gain on the sale of the 45 properties by VAA, offset in part by the tax expense from the sale.




About American Realty Investors, Inc.
American Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, shopping centers, and developed and undeveloped land. The Company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The Company also holds mortgage receivables. The Company’s primary asset and source of its operating results is its investment in Transcontinental Realty Investors, Inc. (NYSE:TCI). For more information, visit the Company’s website at www.americanrealtyinvest.com.


AMERICAN REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Revenues:
Rental revenues$7,570 $9,628 $22,310 $30,183 
Other income749 866 1,925 3,242 
   Total revenue8,319 10,494 24,235 33,425 
Expenses:
Property operating expenses4,701 5,610 12,541 16,500 
Depreciation and amortization2,193 2,935 6,840 9,473 
General and administrative3,042 3,698 7,956 12,799 
Advisory fee to related party1,571 3,419 7,614 11,594 
   Total operating expenses11,507 15,662 34,951 50,366 
   Net operating loss(3,188)(5,168)(10,716)(16,941)
Interest income9,482 6,128 25,683 17,388 
Interest expense(6,491)(7,057)(19,047)(22,476)
Gain (loss) on foreign currency transactions1,533 (1,639)19,437 1,185 
Loss on extinguishment of debt(1,166)(1,451)(2,805)(1,451)
Equity in income from unconsolidated joint ventures464,143 3,543 471,385 11,451 
Gain on sale or write-down of assets, net1,539 31,312 16,580 24,265 
Income tax provision(81,548)(605)(81,616)1,196 
Net income384,304 25,063 418,901 14,617 
Net income attributable to noncontrolling interest(82,015)(5,652)(88,986)(4,466)
Net income attributable to the Company$302,289 $19,411 $329,915 $10,151 
Earnings per share
Basic and diluted$18.72 $1.20 $20.43 $0.63 
Weighted average common shares used in computing earnings per share
Basic and diluted16,152,043 16,152,043 16,152,043 16,152,043