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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
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| Date of Report (Date of earliest event reported) |
May 8, 2025 |
American Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada |
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001-15663 |
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75-2847135 |
(State or other jurisdiction of
Incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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| 1603 LBJ Freeway, |
Suite 800 |
Dallas |
TX |
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75234 |
| (Address of principal executive offices) |
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(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:
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| 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 May 8, 2025, American Realty Investors, Inc. (“ARL” or the “Company”) announced its operational results for the quarter ended March 31, 2025. 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:
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| Exhibit No. |
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Description |
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Press release dated |
May 8, 2025 |
_________________________
* 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.
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AMERICAN REALTY INVESTORS, INC. |
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| Dated: May 8, 2025 |
By: |
/s/ ERIK L. JOHNSON |
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Erik L. Johnson |
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President and Chief Executive Officer |
EX-99.1
2
arl20250331ex991earnings.htm
EX-99.1
Document
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| NEWS RELEASE |
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Contact: |
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American Realty Investors, Inc. Investor Relations |
| FOR IMMEDIATE RELEASE |
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Erik Johnson (469) 522-4200 investor.relations@americanrealtyinvest.com |
American Realty Investors, Inc. reports Earnings for Q1 2025
DALLAS (May 8, 2025) -- American Realty Investors, Inc. (NYSE:ARL) is reporting its results of operations for the three months ended March 31, 2025. For the three months ended March 31, 2025, we reported net income attributable to common shares of $3.0 million or $0.18 per diluted share, compared to $1.8 million or $0.11 per diluted share for the same period in 2024.
Financial Highlights
•Total occupancy was 80% at March 31, 2025, which includes 94% at our multifamily properties and 53% at our commercial properties.
•On December 13, 2024, we sold 30 single family lots from our holdings in Windmill Farms for $1.4 million, resulting in a gain on sale of $1.1 million.
Financial Results
Rental revenues increased $0.1 million from $11.3 million for the three months ended March 31, 2024 to $11.4 million for the three months ended March 31, 2025. The increase in rental revenue is primarily due to an increase in rents at our multifamily properties.
Net operating loss decreased $0.7 million from $1.5 million for the three months ended March 31, 2024 to $0.8 million for the three months ended March 31, 2025. Our decrease in net operating loss was due to a $0.6 million decrease in operating expenses. The decrease in operating expenses is primarily due to a decrease in the cost of insurance and property taxes for the three months ended March 31, 2025.
Net income attributable to common shares increased $1.2 million from $1.8 million for the three months ended March 31, 2024 to $3.0 million for the three months ended March 31, 2025. The increase in net income is primarily attributed to an increase in gain on real estate transactions offset in part by a decrease in interest income and an increase in tax provision for the three months ended March 31, 2025.
About American Realty Investors, Inc.
American Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, shopping centers, and developed and undeveloped land. The Company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The Company also holds mortgage receivables. The Company’s primary asset and source of its operating results is its investment in Transcontinental Realty Investors, Inc. (NYSE:TCI). For more information, visit the Company’s website at www.americanrealtyinvest.com.
AMERICAN REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
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Three Months Ended March 31, |
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2025 |
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2024 |
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| Revenues: |
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| Rental revenues |
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11,427 |
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$ |
11,279 |
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| Other income |
581 |
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620 |
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| Total revenue |
12,008 |
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11,899 |
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| Expenses: |
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| Property operating expenses |
5,977 |
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6,634 |
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| Depreciation and amortization |
2,883 |
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3,172 |
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| General and administrative |
1,492 |
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1,408 |
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| Advisory fee to related party |
2,469 |
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2,202 |
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| Total operating expenses |
12,821 |
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13,416 |
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| Net operating loss |
(813) |
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(1,517) |
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| Interest income |
4,010 |
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5,733 |
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| Interest expense |
(1,820) |
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(1,922) |
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| Equity in income from unconsolidated joint ventures |
(159) |
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483 |
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| Gain on real estate transactions |
3,891 |
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| Income tax provision |
(1,146) |
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(475) |
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| Net income |
3,963 |
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2,302 |
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| Net income attributable to noncontrolling interest |
(998) |
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(551) |
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| Net income attributable to common shares |
$ |
2,965 |
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$ |
1,751 |
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| Earnings per share |
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| Basic and diluted |
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0.18 |
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$ |
0.11 |
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| Weighted average common shares used in computing earnings per share |
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| Basic and diluted |
16,152,043 |
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16,152,043 |
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