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0001102238
2023-05-11
2023-05-11
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) May 11, 2023
American Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
Nevada 001-15663 75-2847135
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation or organization)
1603 LBJ Freeway, Suite 800 Dallas TX 75234
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock ARL NYSE
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.
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Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition
On May 11, 2023, American Realty Investors, Inc. ("ARL" or the "Company")
announced its operational results for the quarter ended March 31, 2023. 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
99.1* Press release dated May 11, 2023
_________________________
* Furnished herewith
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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 R
EALTY
I
NVESTORS
, I
NC
.
Dated: November 10, 2022 By: /s/ ERIK L. JOHNSON
Erik L. Johnson
Executive Vice President and Chief Financial Officer
NEWS RELEASE Contact:
American Realty Investors, Inc. Investor Relations
FOR IMMEDIATE RELEASE Erik Johnson (469) 522-4200 investor.relations@americanrealtyinvest.com
American Realty Investors, Inc. reports Earnings for Q1 2023
DALLAS (May 11, 2023) -- American Realty Investors, Inc. (NYSE:ARL) is
reporting its results of operations for the quarter ended March 31, 2023. For
the three months ended March 31, 2023, we reported net income attributable to
common shares of
$3.0 million
or $0.18 per diluted share, compared to net income attributable to common
shares of
$11.3 million
or $0.70 per diluted share for the same period in 2022.
Financial Highlights
.
Total occupancy was 80% at March 31, 2023, which includes 92% at our
multifamily properties and 59% at our commercial properties.
.
On
January 31, 2023
, we paid off our
$67.4 million
Series C bonds from cash received
from the sale of the
VAA Sale Portfolio
.
.
On March 15, 2023, we entered into an agreement to develop a 240 unit
multifamily property in Lake Wales, Florida that is expected to be completed
in 2025 for a total cost of approximately $55.3 million. The cost of
construction will be funded in part by a $33.0 million construction loan. As
of March 31, 2023, we have incurred a total of $10.1 million in development
costs.
.
On May 4, 2023, we paid off the remaining $43.1 million balances of the Series
A and Series B Bonds. In connection with the repayment of the bonds, our
wholly-owned subsidiary, Southern Properties Capital Ltd. withdrew from the
Tel-Aviv Stock Exchange
.
Financial Results
Rental revenues increased $3.5 million from $7.5 million for the three months
ended
March 31, 2022
to $11.0 million for the three months ended
March 31, 2023
. The increase in rental revenue is primarily due to $4.1 million increase at
our
multifamily
properties offset in part by a decrease of $0.6 million from the commercial
properties. The increase in revenue from the
multifamily
properties is primarily due to the acquisition of the
VAA Holdback Portfolio
in 2022.
Net operating loss decreased
$1.4 million
from
$4.5 million
for three months ended March 31, 2022 to
$3.1 million
for the three months ended
March 31, 2023.
The de
crease in net operating loss is primarily due to the
$3.5 million
increase in rental revenue as noted above offset in part by an increase of
$2.8 million
in property operating and depreciation expenses. The increase in property and
depreciation expenses is due to the acquisition of the VAA Holdback Portfolio.
Net income attributable to common shares decreased
$8.3 million
from
$11.3 million
for the three months ended March 31, 2022 to
$3.0 million
for the three months ended March 31, 2023. The decrease in net income is
primarily attributed to
$11.1 million
gain on sale or write down of assets in 2022, offset in part by approximately
$2.0 million
of noncontrolling interest.
The gain on sale or write down of assets is primarily due to the sale of
Toulon,
a 240 unit multifamily property in Gautier, Mississippi, in 2022.
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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.
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AMERICAN REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended March 31,
2023 2022
Revenues:
Rental revenues $ 11,009 $ 7,481
Other income 679 306
Total revenue 11,688 7,787
Expenses:
Property operating expenses 6,106 4,028
Depreciation and amortization 3,102 2,349
General and administrative 3,161 2,720
Advisory fee to related party 2,405 3,185
Total operating expenses 14,774 12,282
Net operating loss (3,086) (4,495)
Interest income 11,503 6,782
Interest expense (6,348) (6,167)
Gain on foreign currency transactions 971 3,772
Loss on early extinguishment of debt - (1,639)
Equity in income from unconsolidated joint ventures 2,419 5,194
Gain on sale or write-down of assets, net - 11,148
Income tax provision (1,240) (28)
Net income 4,219 14,567
Net income attributable to noncontrolling interest (1,241) (3,253)
Net income attributable to common shares $ 2,978 $ 11,314
Earnings per share - basic
Basic and diluted $ 0.18 $ 0.70
Weighted average common shares used in computing earnings per share
Basic and diluted 16,152,043 16,152,043
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