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 of 1934

Date of Report (Date of earliest event reported) August 10, 2023

American Realty Investors, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-15663		75-2847135
(State or other jurisdiction of  Incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)
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. ☐

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

On August 10, 2023, American Realty Investors, Inc. (“ARL” or the “Company”) announced its operational results for the quarter ended June 30, 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	August 10, 2023

_________________________

* 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, 2022	By:	/s/  ERIK L. JOHNSON
		Erik L. Johnson
		Executive Vice President and Chief Financial Officer

EX-99.1

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 Q2 2023

DALLAS (August 10, 2023) -- American Realty Investors, Inc. (NYSE:ARL) is reporting its results of operations for the quarter ended June 30, 2023. For the three months ended June 30, 2023, we reported net income attributable to common shares of $0.1 million or $0.01 per diluted share, compared to net income attributable to common shares of $16.3 million or $1.01 per diluted share for the same period in 2022.

Financial Highlights

•Total occupancy was 81% at June 30, 2023, which includes 93% at our multifamily properties and 59% at our commercial properties.

•On January 31, 2023, we paid off our $67.5 million Series C bonds from cash received from the sale of the VAA Sale Portfolio.

•On May 4, 2023, we paid off the remaining $42.9 million balances of our 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 (“TASE”).

Financial Results

Rental revenues increased $4.1 million from $7.3 million for the three months ended June 30, 2022 to $11.4 million for the three months ended June 30, 2023. The increase in rental revenue is primarily due to $4.7 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 increased $0.8 million from $3.0 million for three months ended June 30, 2022 to $3.9 millionfor the three months ended June 30, 2023. The increase in net operating loss is primarily due to an increase in legal costs offset in part by an increase in operating profit from the multifamily portfolio.

Net income attributable to common shares decreased $16.2 million from $16.3 million for the three months ended June 30, 2022 to $0.1 million for the three months ended June 30, 2023. The decrease in net income is primarily attributed to the $14.1 million decrease in gain on foreign currency transactions, which is attributed to our repayment of our bonds payable and exit from the TASE in 2023.

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental revenues	$	11,389	$	7,259	$	22,398	$	14,740
Other income	850		870		1,529		1,176
Total revenue	12,239		8,129		23,927		15,916
Expenses:
Property operating expenses	7,031		3,812		13,137		7,840
Depreciation and amortization	3,200		2,298		6,302		4,647
General and administrative	3,684		2,194		6,845		4,914
Advisory fee to related party	2,183		2,858		4,588		6,043
Total operating expenses	16,098		11,162		30,872		23,444
Net operating loss	(3,859)		(3,033)		(6,945)		(7,528)
Interest income	7,898		7,625		16,193		12,902
Interest expense	(2,480)		(4,595)		(5,620)		(9,257)
Gain on foreign currency transactions	22		14,132		993		17,904
Loss on early extinguishment of debt	(1,710)		—		(1,710)		(1,639)
Equity in income from unconsolidated joint ventures	293		2,048		2,712		7,242
Gain on sale or write-down of assets, net	188		3,893		188		15,041
Income tax provision	(49)		(40)		(1,289)		(68)
Net income	303		20,030		4,522		34,597
Net income attributable to noncontrolling interest	(178)		(3,718)		(1,419)		(6,971)
Net income attributable to common shares	$	125	$	16,312	$	3,103	$	27,626
Earnings per share - basic
Basic and diluted	$	0.01	$	1.01	$	0.19	$	1.71
Weighted average common shares used in computing earnings per share
Basic and diluted	16,152,043		16,152,043		16,152,043		16,152,043

XML

Cover	Aug. 10, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	American Realty Investors, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-15663
Entity Tax Identification Number	75-2847135
Entity Address, Address Line One	1603 LBJ Freeway,
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75234
City Area Code	469
Local Phone Number	522-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ARL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001102238
Amendment Flag	false