8-K

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

Date of Report (Date of earliest event reported): May 15, 2007

AMERICAN REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-15663	75-2847135
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1800 Valley View Lane, Suite 300 Dallas, Texas	75234
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 469-522-4200

     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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition

     On May 15, 2007, American Realty Investors, Inc. (“ARL” or the “Company”) announced its operational results for the quarter ended March 31, 2007. 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

(c) Exhibits.

     The following exhibit is furnished with this Report:

Exhibit
Designation	Description of Exhibit
99.1*	Press Release dated May 15, 2007.

*Furnished herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly-caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly-authorized.

Dated: May 15, 2007	AMERICAN REALTY INVESTORS, INC.
	By:	/s/ Steven A. Abney
		Steven A. Abney, Executive Vice
		President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE	Contact:
	American Realty Investors, Inc.
FOR IMMEDIATE RELEASE	Investor Relations
	(800) 400-6407
	investor.relations@primeasset.com

American Realty Investors, Inc. Reports First Quarter 2007 Results

DALLAS (May 15, 2007) — American Realty Investors, Inc. (NYSE: ARI) (hereinafter referred to as “ARI or “the Company”), a Dallas-based real estate investment company, announced today that the Company reported a net loss applicable to common shares of ($9.1) million or $(0.89) per share as compared to a net loss of ($8.7) million or $(0.86) per share for the same period in 2006.

Loss from continuing operations for the three months ended March 31, 2007 was ($12.0) million as compared to a loss of ($7.9) million for the same period in 2006. Operating results for the three months ended March 31, 2007 as compared to the same period in 2006 included the following:

• An increase in rental revenues to $51.1 million for the three months ended March 2007, from $44.2 million for the same period in 2006. Approximately $5.5 million of the increase was attributable to a) the January 2007 acquisition of certain office buildings known as the Park West properties (located in Dallas, Texas) and b) completed apartment construction. The remaining $1.4 million was due to improvements in the Company’s “same store” apartment and commercial portfolios.

• Net operating income (rental and other property revenues less property operating expenses) increased $2.3 million, from $16.3 million in 2006 to $18.6 million in 2007. Improvements in the Company’s commercial portfolio ($2.2 million) and apartments ($1.2 million) were offset by increases in land carrying costs and other declines in net operating income totaling $1.1 million. Hotel net operating income remained essentially flat in 2007 as compared to 2006.

General and administrative costs increased to $4.7 million in 2007 from $3.3 million in 2006, due to higher legal fees and reimbursement costs paid to the Company’s external advisory company, Prime Income Asset Management, LLC (“Prime”).

Gain on land sales for the three months ended March 31, 2007 was $4.9 million compared to $2.7 million for the same period in 2006. In 2007, ARI sold 42 acres of land in three separate transactions for sales prices totaling $9.6 million, generating $2.5 million in net cash proceeds and $4.9 million in recognized gains. In 2006, the company sold 12 acres of land in two separate transactions for sales prices totaling $4.5 million, generating $1.6 in net cash proceeds and $2.7 million in recognized gains.

Interest expense increased by $7.3 million ($25.3 million for the three months ended March 31,2007 as compared to $18.0 million for the same period in 2006). The increase was primarily due to new loans associated with the acquisition of the Windmill Farms land in Kaufman County, Texas and the Park West buildings, as well as the refinancing of certain hotel properties. Prepayment penalties associated with the 2007 refinancings have been included in 2007 interest expense.

Income from discontinued operations was $3.5 million for the three months ended March 31, 2007 as compared to a net loss of ($ 198,000) for the same period ended 2006. Discontinued operations relates to five properties sold or held for sale in 2007 and ten properties sold or held for sale in 2006. During the three months ended March 31, 2007, ARI sold two apartment communities (both located in Texas) comprising 412 units for sales prices totaling $28.8 million, generating $4.2 million in net cash proceeds and $4.4 million in recognized gains. ARI sold no income-producing properties during the three month period ended March 31, 2006. Operating results for the Company’s Milano restaurants are included in discontinued operations for the three months ended March 31, 2006.

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, hotels, shopping centers and developed and undeveloped land. For more information, go to ARI’s web site at www.amrealtytrust.com.

AMERICAN REALTY INVESTORS, INC. CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)

	March 31,			December 31,
	2007			2006
Assets	(Unaudited)
Real estate held for investment	$	1,478,065		$	1,249,833
Less—accumulated depreciation		(184,448	)		(178,029	)
		1,293,617			1,071,804
Real estate held for sale		34,471			134,593
Real estate subject to sales contract		65,600			66,027
Notes and interest receivable		59,162			50,668
Performing ($28,976 in 2007 and $25,541 in 2006 from affiliates)		59,162			50,668
Non-performing		—			2,963
		59,162			53,631
Less—allowance for estimated losses		(1,000	)		(1,000	)
		58,162			52,631
Marketable securities, at market value		11,226			9,038
Cash and cash equivalents		4,954			7,035
Restricted cash		4,778			6,000
Investment in unconsolidated equity investees		25,467			25,056
Other assets (including $63,519 in 2007 and $52,793 in 2006 due from affiliate)		132,002			121,487
	$	163,277		$	1,493,671
Liabilities and Stockholders’ Equity
Liabilities:
Notes payable ($6,766 in 2007 and $7,499 in 2006 to affiliates)	$	1,173,040		$	1,022,370
Liabilities related to assets held-for-sale		42,783			43,579
Liabilities subject to sales contract		58,099			58,816
Stock-secured notes payable		22,452			22,452
Accounts payable and other liabilities ($10,752 in 2007 and $10,542 in 2006 to affiliates)		105,865			107,771
		1,402,239			1,254,988
Commitments and contingencies
Minority interest		77,036			78,194
Stockholders’ equity:
Preferred Stock, $2.00 par value, authorized 50,000,000 shares, issued and outstanding Series A.3,389,560 shares in 2007 and 3,391,000 shares in 2006		4,979			4,979
Common Stock, $.01 par value, authorized 100,000,000 shares; issued 11,592,272 shares		114			114
Treasury stock, at cost		(15,177	)		(15,146	)
Additional paid-in capital		93,378			93,378
Retained earnings		66,300			75,380
Accumulated other comprehensive income		1,408			1,784
		151,002			160,489
	$	1,630,277		$	1,492,621

AMERICAN REALTY INVESTORS. INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except share data)

	For the Three Months
	Ended March 31.
	2007			2006
	(dollars in thousands)
Property revenue:
Rental and other property revenues ($350 in 2007 and $259 in 2006 from affiliates)	$	51,107		$	44,224
Expenses:
Property operating expenses ($2,120 in 2007 and $1,923 in 2006 to affiliates)		32,503			27,960
Depreciation and amortization		6,798			6,211
General and administrative ($2,181 in 2007 and $567 in 2006 to affiliates)		4,740			3,316
Advisory fee to affiliate		3,299			3,081
Total operating expenses		47,340			40,568
Operating income		3,767			3,656
Other income (expense):
Interest income from notes receivable ($714 in 2007 and $657 in 2006 from affiliates)		1,554			1,146
Gain on foreign currency transaction		131			2
Other income ($1,168 in 2007 and $953 in 2006 from affiliate)		2,544			1,608
Mortgage and loan interest ($59 in 2007 and $669 in 2006 to affiliates)		(25,393	)		(18,034	)
Net income fee to affiliate		704			—
Litigation settlement		24			—
Total other income (expense)		(20,436	)		(15,278	)
Loss before gain on land sales, minority interest, and equity in earnings of investees		(16,669	)		(11,622	)
Gain on land sales		4,898			2,740
Minority interest		(224	)		830
Equity in income of investees		—			175
Loss from continuing operations		(11,995	)		(7,877	)
Income (loss) from discontinued operations		3,537			(198	)
Net loss		(8,458	)		(8,075	)
Preferred dividend requirement		(622	)		(614	)
Net loss applicable to common shares	$	(9,080	)	$	(8,689	)

AMERICAN REALTY INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — Continued
(Unaudited)
(dollars in thousands, except share data)

Basic earnings per share:
Loss from continuing operations	$	(1.24	)	$	(0.84	)
Income (loss) from discontinued operations		0.35			(0.02	)
Net loss applicable to common shares	$	(0.82	)	$	(0.86	)
Weighted average common shares		10,147,848			149,000