NOTES TO FINANCIAL STATEMENTS
The accompanying Consolidated Financial Statements of American Realty Investors, Inc. “ARL” and consolidated entities have been prepared in conformity with accounting principles generally accepted in the United States of America, the most significant of which are described in Note 1. “Organization and Summary of Significant Accounting Policies.” The Notes to Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. The data presented in the Notes to Consolidated Financial Statements are as of December 31 of each year and for the year then ended, unless otherwise indicated. Dollar amounts in tables are in thousands, except per share amounts.
Certain balances for 2016 and 2015 have been reclassified to conform to the 2017 presentation.
|
NOTE 1.
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Organization and business.
The Company, a Nevada corporation that was formed in 1999, is headquartered in Dallas, Texas and its common stock trades on the New York Stock Exchange (“NYSE American”) under the symbol “ARL”. Over 80% of ARL’s stock is owned by related party entities. ARL and a subsidiary own approximately 77.68% of the outstanding shares of common stock of Transcontinental Realty Investors, Inc. “TCI”, a Nevada corporation, whose common stock is traded on the NYSE American under the symbol “TCI”.
TCI, a subsidiary of ARL, owns approximately 81.25% of the common stock of Income Opportunity Realty Investors, Inc. “IOR”. Effective July 17, 2009, IOR’s financial results were consolidated with those of ARL and TCI and their subsidiaries. IOR’s common stock is traded on the New York Stock Exchange (“NYSE American”) under the symbol “IOR”.
ARL’s Board of Directors are responsible for directing the overall affairs of ARL and for setting the strategic policies that guide the Company. As of April 30, 2011, the Board of Directors delegated the day-to-day management of the Company to Pillar Income Asset Management, Inc. (“Pillar”), a Nevada corporation, under a written Advisory Agreement that is reviewed annually by ARL’s Board of Directors. The directors of ARL are also directors of TCI and IOR. The Chairman of the Board of Directors of ARL also serves as the Chairman of the Board of Directors of TCI and IOR. The officers of ARL also serve as officers of TCI, IOR and Pillar.
Since April 30, 2011, Pillar, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is Realty Advisors, Inc. “RAI”, a Nevada corporation, the sole shareholder of which is May Realty Holdings, Inc. (“MRHI”, formerly known as Realty Advisors Management, Inc. “RAMI”, effective August 7, 2014), a Nevada corporation, the sole shareholder of which is a trust known as the May Trust, became the Company’s external Advisor and Cash Manager. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for the Company’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to TCI and IOR. As the contractual advisor, Pillar is compensated by ARL under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”. ARL has no employees. Employees of Pillar render services to ARL in accordance with the terms of the Advisory Agreement.
Regis Realty Prime, LLC, dba Regis Property Management, LLC (“ Regis”), the sole member of which is Realty Advisors, LLC, manages our commercial and provides brokerage services. Regis receives property management fees and leasing commissions in accordance with the terms of its property-level management agreement. Regis is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage”. ARL engages third-party companies to lease and manage its apartment properties.
On January 1, 2012, the Company’s subsidiary, TCI, entered into a development agreement with Unified Housing Foundation, Inc. “UHF” a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.
Southern Properties Capital Ltd. a British Virgin Island corporation (“Southern”), is a wholly owned subsidiary of TCI that was incorporated on August 16, 2016 for the purpose of raising funds by issuing debentures that cannot be converted into shares on the Tel-Aviv Stock Exchange(“TASE”) . Southern operates in the United States and is primarily involved in investing in, developing, constructing and operating income-producing properties of multi-family residential real estate assets. Southern is included in the consolidated financial statements of TCI.
Our primary business is the acquisition, development and ownership of income-producing residential and commercial real estate properties. In addition, we opportunistically acquire land for future development in in-fill or high-growth suburban markets. From time to time and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing apartment units to residents, and leasing office and retail space to various for-profit businesses as well as certain local, state and federal agencies. We also generate revenues from gains on sales of income-producing properties and land. At December 31, 2017, we owned fifty-one residential apartment communities comprising of 8,427 units, seven commercial properties comprising an aggregate of approximately 1.7 million rentable square feet, and an investment in 3,666 acres of undeveloped and partially developed land, and a golf course comprising approximately 96.1 acres.
Basis of presentation
.
The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (VIE), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.
In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.
For entities in which we have less than a controlling financial interest or entities where it is not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities is included in consolidated net income. Our investment in Gruppa Florentina, LLC is accounted for under the equity method.
The Company in accordance with the VIE guidance in ASC 810 “Consolidations” consolidates fifty-one and fifty multifamily residential properties located throughout the United States at December 31, 2017 and 2016, respectively, with total units of 8,427 and 8,226, respectively. Assets totaling approximately
$483.7
million and approximately $442 million at December 31, 2017 and 2016, respectively, were consolidated and included in “Real estate, at cost” on the balance sheet and are all collateral for their respective mortgage notes payable, none of which are recourse to the partnership in which they are in or to the Company.
Real estate, depreciation, and impairment
.
Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements—10-40 years; furniture, fixtures and equipment—5-10 years). We continually evaluate the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360, “Property, Plant and Equipment,” Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC Topic 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.
Any properties that are treated as “subject to sales contract” on the Consolidated Balance Sheets and are listed in detail in Schedule III, “Real Estate and Accumulated Depreciation” are those in which we have not recognized the legal sale according to the guidance in ASC 360-20 due to various factors, disclosed in each sale transaction under Item 1 Significant Real Estate Acquisitions/Dispositions and Financing. Any sale transaction where the guidance reflects that a sale had not occurred, the asset involved in the transaction, including the debt and property operations, remained on the books of the Company. We continue to charge depreciation to expense as a period costs for the property until such time as the property has been classified as held for sale in accordance with guidance reflected in ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”.
Real estate held for sale
.
We classify properties as held for sale when certain criteria are met in accordance with GAAP. At that time, we present the assets and obligations of the property held for sale separately in our consolidated balance sheet and we cease recording depreciation and amortization expense related to that property. Properties held for sale are reported at the lower of their carrying amount or their estimated fair value, less estimated costs to sell. We did not have any real estate assets classified as held for sale at December 31, 2017 or 2016.
Effective as of January 1, 2015, we adopted the revised guidance in Accounting Standards Update No. 2014-08 regarding discontinued operations. For sales of real estate or assets classified as held for sale after January 1, 2015, we will evaluate whether a disposal transaction meets the criteria of a strategic shift and will have a major effect on our operations and financial results to determine if the results of operations and gains on sale of real estate will be presented as part of our continuing operations or as discontinued operations in our consolidated statements of operations. If the disposal represents a strategic shift, it will be classified as discontinued operations for all periods presented; if not, it will be presented in continuing operations.
Any properties that are treated as “subject to sales contract” on the Consolidated Balance Sheets and are listed in detail in Schedule III, “Real Estate and Accumulated Depreciation” are those in which we have not recognized the legal sale according to the guidance in ASC 360-20 due to various factors, disclosed in Item 1 “Significant Real Estate Acquisitions/Dispositions and Financing.” Any sale transaction where the guidance reflects that a sale had not occurred, the asset involved in the transaction, including the debt, if appropriate, and property operations, remained on the books of the Company. We continue to charge depreciation to expense as a period costs for the property until such time as the property has been classified as held for sale in accordance with guidance reflected in ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets.”
Cost capitalization
.
The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development.
A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.
We capitalize leasing costs which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal costs that may be applicable. We allocate these costs to individual tenant leases and amortize them over the related lease term.
Fair value measurement
.
We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:
Level 1
|
|
Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
|
Level 2
|
|
Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
Level 3
|
|
Unobservable inputs that are significant to the fair value measurement.
|
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Related parties
.
We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.
Recognition of revenue.
Our revenues, which are composed largely of rental income, include rents reported on a straight-line basis over the lease term. In accordance with ASC 805 “Business Combinations”, we recognize rental revenue of acquired in-place “above-” and “below-market” leases at their fair values over the terms of the respective leases.
Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.
Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. For hotel properties, revenues for room sales and guest services are recognized as rooms occupied and services rendered. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.
Sales and the associated gains or losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, the Company defers some or all of the gain recognition and accounts for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.
Foreign currency translation
.
Foreign currency denominated assets and liabilities of subsidiaries with local functional currencies are translated to United States dollars at year-end exchange rates. The effects of translation are recorded in the cumulative translation component of shareholders’ equity. Subsidiaries with a United States dollar functional currency re-measure monetary assets and liabilities at year-end exchange rates and non-monetary assets and liabilities at historical exchange rates. The effects of re-measurement are included in income. Exchange gains and losses arising from transactions denominated in foreign currencies are translated at average exchange rates.
Non-performing notes receivable.
ARL considers a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.
Interest recognition on notes receivable.
We record interest income as earned in accordance with the terms of the related loan agreements.
Allowance for estimated losses
.
We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.
Cash equivalents
.
For purposes of the Consolidated Statements of Cash Flows, all highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Restricted cash.
Restricted cash is comprised primarily of cash balances held in escrow by financial institutions under the terms of certain secured notes payable and certain unsecured bonds payable.
Concentration of credit risk
.
The Company maintains its cash balances at commercial banks and through investment companies, the deposits of which are insured by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2017 and 2016, the Company maintained balances in excess of the insured amount.
Earnings per share
.
Income (loss) per share is presented in accordance with ASC 620 “Earnings per Share”. Income (loss) per share is computed based upon the weighted average number of shares of common stock outstanding during each year.
Use of estimates.
In the preparation of Consolidated Financial Statements in conformity with GAAP, it is necessary for management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expense for the year ended. Actual results could differ from those estimates.
Income taxes.
The Company is a “C” corporation for U.S. federal income tax purposes. For tax periods ending before August 31, 2012, the Company filed an annual consolidated income tax return with TCI and IOR and their subsidiaries. ARL was the common parent for the consolidated group. After that date, the Company and the rest of the ARL group joined the MRHI consolidated group for tax purposes. The income tax expense (benefit) for the 2012 tax period in the accompanying financial statement was calculated under a tax sharing and compensating agreement between ARL, TCI and IOR. That agreement continued until August 31, 2012, at which time a new tax sharing and compensating agreement was entered into by ARL, TCI, IOR and MRHI for the remainder of 2012 and subsequent years. The agreement specifies the manner in which the group will share the consolidated tax liability and also how certain tax attributes are to be treated among members of the group.
Recent accounting pronouncements
.
In May 2014, Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” was issued. This new guidance established a new single comprehensive revenue recognition model and provides for enhanced disclosures. Under the new policy, the nature, timing and amount of revenue recognized for certain transactions could differ from those recognized under existing accounting guidance. This new standard does not affect revenue recognized under lease contracts. ASU 2014-09 is effective for reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this guidance has on its financial position and results of operations, if any.
In February 2016, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), “Leases” was issued. This new guidance establishes a new model for accounting for leases and provides for enhanced disclosures. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance, if any, on its financial position and results of operations.
A summary of our real estate owned as of the end of the year is listed below (dollars in thousands):
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
Apartments
|
|
$
|
733,620
|
|
|
$
|
694,351
|
|
Apartments under construction
|
|
|
105,451
|
|
|
|
25,288
|
|
Commercial properties
|
|
|
200,797
|
|
|
|
218,857
|
|
Land held for development
|
|
|
77,560
|
|
|
|
79,188
|
|
Real estate held for sale
|
|
|
—
|
|
|
|
—
|
|
Real estate subject to sales contract
|
|
|
48,234
|
|
|
|
48,919
|
|
Total real estate, at cost, less impairment
|
|
|
1,165,663
|
|
|
|
1,066,603
|
|
Less accumulated deprecation
|
|
|
(177,546
|
)
|
|
|
(165,597
|
)
|
Total real estate, net of depreciation
|
|
$
|
988,117
|
|
|
$
|
901,006
|
|
Expenditures for repairs and maintenance are charged to operations as incurred. Significant betterments are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.
Depreciation is computed on a straight line basis over the estimated useful lives of the assets as follows:
Land improvements
|
25 to 40 years
|
Buildings and improvements
|
10 to 40 years
|
Tenant improvements
|
Shorter of useful life or terms of related lease
|
Furniture, fixtures and equipment
|
3 to 7 years
|
Fair Value Measurement
The Company applies the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets.
The Company is required to assess the fair value of its consolidated real estate assets with indicators of impairment. The value of impaired real estate assets is determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flow of each asset, as well as the income capitalization approach, which considers prevailing market capitalization rates, analyses of recent comparable sales transactions, information from actual sales negotiations and bona fide purchase offers received from third parties. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The fair value measurements used in these evaluations are considered to be Level 2 and 3 valuations within the fair value hierarchy in the accounting rules, as there are significant observable (Level 2) and unobservable inputs (Level 3). Examples of Level 2 inputs the Company utilizes in its fair value calculations are appraisals and bona fide purchase offers from third parties. Examples of Level 3 inputs the Company utilizes in its fair value calculations are discount rates, market capitalization rates, expected lease rental rates, timing of new leases, an estimate of future sales prices and comparable sales prices of similar assets, if available.
|
|
|
|
Fair Value Measurements Using (dollars in thousands):
|
|
December 31, 2015
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Commercial
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
The highlights of our significant real estate transactions for the year ended December 31, 2017, are discussed below.
Purchases
During the year ended December 31, 2017, the Company acquired one income-producing apartment properties from a third party in the state of North Carolina increasing the total number of units by 201, for a combined purchase price of $79.7 million. In addition, we acquired one land parcel for future development for a total purchase price of $5.4 million, adding 36.3 acres to the development portfolio.
Sales
As
of December 31, 2017, subsidiaries hold approximately 91 acres of land, at various locations that were sold to related parties
in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance
Sheets. Due to the related party nature of the transactions, we deferred the recording of the sales in accordance with ASC 360-20.
We
continue to invest in the development of apartment projects. During the year ended December 31, 2017, we have expended $69.8
million related to the construction or predevelopment of various apartment complexes and capitalized $2.4 million of
interest costs.
NOTE 3.
NOTES AND INTEREST RECEIVABLE
A portion of our assets are invested in mortgage notes receivable, principally secured by real estate. We may originate mortgage loans in conjunction with providing purchase money financing of property sales. Notes receivable are generally collateralized by real estate or interests in real estate and personal guarantees of the borrower and, unless noted otherwise, are so secured. Management intends to service and hold for investment the mortgage notes in our portfolio. A majority of the notes receivable provide for principal to be paid at maturity (dollars in thousands).
Borrower
|
|
Maturity Date
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Security
|
|
Performing loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H198, LLC (Las Vegas Land)
|
|
|
01 /20
|
|
|
12.00
|
%
|
|
$
|
5,907
|
|
|
Secured
|
Leman Development, Ltd
(2)
|
|
|
N/A
|
|
|
0.00
|
%
|
|
|
1,500
|
|
|
Unsecured
|
Oulan-Chikh Family Trust
|
|
|
03 /21
|
|
|
8.00
|
%
|
|
|
174
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Cliffs of El Dorado)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Echo Station)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
1,481
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Inwood on the Park)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
3,639
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Kensington Park)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
3,933
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Lakeshore Villas)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
2,000
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Lakeshore Villas)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
9,101
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Limestone Canyon)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Limestone Canyon)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Limestone Ranch)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
1,953
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Limestone Ranch)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
6,000
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Parkside Crossing)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Reserve at White Rock Phase I)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
2,485
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Reserve at White Rock Phase II)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
2,555
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Sendero Ridge)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Sendero Ridge)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Timbers of Terrell)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
1,323
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Tivoli)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
7,965
|
|
|
Secured
|
Unified Housing Foundation, Inc. (Trails at White Rock)
(1)
|
|
|
12 /32
|
|
|
12.00
|
%
|
|
|
3,815
|
|
|
Secured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
12 /17
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Unsecured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
12 /18
|
|
|
12.00
|
%
|
|
|
3,994
|
|
|
Unsecured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
12 /18
|
|
|
12.00
|
%
|
|
|
6,407
|
|
|
Unsecured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
06 /20
|
|
|
12.00
|
%
|
|
|
5,760
|
|
|
Unsecured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
12 /16
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Unsecured
|
Unified Housing Foundation, Inc.
(1)
|
|
|
06 /19
|
|
|
12.00
|
%
|
|
|
—
|
|
|
Unsecured
|
Other related party notes
|
|
|
Various
|
|
|
Various
|
|
|
|
1,349
|
|
|
Various secured interests
|
Other related party notes
|
|
|
Various
|
|
|
Various
|
|
|
|
465
|
|
|
Various unsecured interests
|
Other non-related party notes
|
|
|
Various
|
|
|
Various
|
|
|
|
3,466
|
|
|
Various secured interests
|
Other non-related party notes
|
|
|
Various
|
|
|
Various
|
|
|
|
15,252
|
|
|
Various unsecured interests
|
Accrued interest
|
|
|
|
|
|
|
|
|
|
|
7,249
|
|
|
|
Total Performing
|
|
|
|
|
|
|
|
|
|
$
|
97,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- Performing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Realco Corporation
(1,2)
|
|
|
01/17
|
|
|
|
3.00%
|
|
|
|
7,000
|
|
|
Unsecured
|
Realty Advisors Management, Inc.
(1)
|
|
|
12/16
|
|
|
|
2.28%
|
|
|
|
20,387
|
|
|
Unsecured
|
|
Accrued Interest
|
|
|
|
|
|
|
|
|
|
|
2,703
|
|
|
|
|
Total Non-Performing
|
|
|
|
|
|
|
|
|
|
$
|
30,090
|
|
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for estimated losses
|
|
|
|
|
|
|
|
|
|
|
(15,770
|
)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
112,095
|
|
|
|
|
(2)
|
An allowance was taken for estimated losses at full value of note.
|
As of December 31, 2017, the obligors on $118.4 million or 88.2% of the mortgage notes receivable portfolio were due from related parties. The Company recognized $12.4 million of interest income from these related party notes receivables.
As of December 31, 2017 none of the mortgage notes receivable portfolio were non-performing.
The Company has various notes receivable from Unified Housing Foundation, Inc. “UHF”. UHF is determined to be a related party due to our significant investment in the performance of the collateral secured under the notes receivable. Payments are due from surplus cash flow from operations, sale or refinancing of the underlying properties. These notes are cross collateralized to the extent that any surplus cash available from any of the properties underlying these notes will be used to repay outstanding interest and principal for the remaining notes. Furthermore, any surplus cash available from any of the properties UHF owns, besides the properties underlying these notes, can be used to repay outstanding interest and principal for these notes. The allowance on the notes was a purchase allowance that was netted against the notes when acquired.
|
NOTE 4.
|
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND INVESTEES
|
Investments in unconsolidated subsidiaries, jointly owned companies and other investees in which we have a 20% to 50% interest or otherwise exercise significant influence are carried at cost, adjusted for the Company’s proportionate share of their undistributed earnings or losses, via the equity method of accounting.
Investments accounted for via the equity method consists of the following:
|
|
Percentage ownership as of December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Gruppa Florentina, LLC
(1)
|
|
|
20.00
|
%
|
|
|
20.00
|
%
|
|
|
20.00
|
%
|
(1)
Other investees.
|
|
|
|
|
|
|
|
|
|
|
|
|
The market values, other than unconsolidated subsidiaries, as of the year ended December 31, 2017, 2016 and 2015 were not determinable as there were no readily traded markets for these entities. The following is a summary of the financial position and results of operations from our investees (dollars in thousands):
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31,
|
|
|
2017
|
|
2016
|
|
2015
|
Other Investees
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate, net of accumulated depreciation
|
|
$
|
12,587
|
|
|
$
|
13,641
|
|
|
$
|
13,899
|
|
Notes receivable
|
|
|
2,724
|
|
|
|
9,561
|
|
|
|
8,457
|
|
Other assets
|
|
|
32,176
|
|
|
|
31,135
|
|
|
|
30,834
|
|
Notes payable
|
|
|
(17,845
|
)
|
|
|
(9,834
|
)
|
|
|
(10,883
|
)
|
Other liabilities
|
|
|
(5,991
|
)
|
|
|
(8,284
|
)
|
|
|
(7,967
|
)
|
Shareholders' equity/partners capital
|
|
|
(23,651
|
)
|
|
|
(36,219
|
)
|
|
|
(34,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
38,747
|
|
|
$
|
54,264
|
|
|
$
|
51,650
|
|
Depreciation
|
|
|
(1,279
|
)
|
|
|
(1,150
|
)
|
|
|
(1,150
|
)
|
Operating expenses
|
|
|
(35,410
|
)
|
|
|
(49,856
|
)
|
|
|
(47,143
|
)
|
Interest expense
|
|
|
(1,065
|
)
|
|
|
(793
|
)
|
|
|
(805
|
)
|
Income (loss) from continuing operations
|
|
$
|
993
|
|
|
$
|
2,465
|
|
|
$
|
2,552
|
|
Income (loss) from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss)
|
|
$
|
993
|
|
|
$
|
2,465
|
|
|
$
|
2,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company's proportionate share of earnings
(1)
|
|
$
|
199
|
|
|
$
|
493
|
|
|
$
|
510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Earnings represent continued and discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 5.
|
NOTES AND INTEREST PAYABLE
|
Below is a summary of our notes and interest payable as of December 31, 2017 (dollars in thousands):
|
|
Notes Payable
|
|
Accrued Interest
|
|
Total Debt
|
Apartments
|
|
$
|
566,576
|
|
|
$
|
1,585
|
|
|
$
|
568,161
|
|
Apartments under Construction
|
|
$
|
78,683
|
|
|
$
|
113
|
|
|
$
|
78,796
|
|
Commercial
|
|
$
|
126,955
|
|
|
$
|
622
|
|
|
$
|
127,577
|
|
Land
|
|
$
|
22,888
|
|
|
$
|
203
|
|
|
$
|
23,091
|
|
Real estate subject to sales contract
|
|
$
|
1,449
|
|
|
$
|
508
|
|
|
$
|
1,957
|
|
Mezzanine financing
|
|
$
|
110,172
|
|
|
$
|
453
|
|
|
$
|
110,625
|
|
Other
|
|
$
|
10,013
|
|
|
$
|
101
|
|
|
$
|
10,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
916,736
|
|
|
$
|
3,585
|
|
|
$
|
920,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized deferred borrowing costs
|
|
|
(19,237
|
)
|
|
|
—
|
|
|
|
(19,237
|
)
|
|
|
$
|
897,499
|
|
|
$
|
3,585
|
|
|
$
|
901,084
|
|
The following table summarizes our contractual obligations for principal payments as of December 31, 2017 (dollars in thousands):
Year
|
|
Amount
|
|
2018
|
|
|
$
|
86,323
|
|
|
2019
|
|
|
|
101,134
|
|
|
2020
|
|
|
|
64,255
|
|
|
2021
|
|
|
|
48,806
|
|
|
2022
|
|
|
|
11,204
|
|
|
Thereafter
|
|
|
|
605,013
|
|
|
Total
|
|
|
$
|
916,736
|
|
Interest payable at December 31, 2017, was $2.6 million. Interest accrues at rates ranging from 2.5% to 12.0% per annum, and mature between 2018 and 2055. The mortgages were collateralized by deeds of trust on real estate having a net carrying value of $901 million.
During the year, the Company refinanced or modified five loans with a total principal balance of $78.9 million. The refinancing resulted in lower interest rates and the extension of the term of the loan. The modifications resulted in lower interest rates. The transactions provide for lower monthly payments over the term of the loans.
There are various land mortgages, secured by the property, that are in the process of a modification or extension to the original note due to expiration of the loan. We are in constant contact with these lenders, working together in order to modify the terms of these loans and we anticipate a timely resolution that is similar to the existing agreement or subsequent modification.
In conjunction with the development of various apartment projects and other developments, we drew down $13 million in construction loans during the year ended December 31, 2017.
|
NOTE 6.
|
BONDS AND BONDS INTEREST PAYABLE
|
In August 2016 Southern Properties Capital LTD (“Southern”), a British Virgin Islands corporation was incorporated for the purpose of raising funds by issuing Bonds to be traded on the Tel Aviv Stock Exchange (“TASE”). The Company transferred certain residential and commercial properties located in the United States to Southern, its wholly owned subsidiary. On February 13, 2017, Southern filed a final prospectus with the TASE for an offering and sale of nonconvertible Series A Bonds to be issued by Southern. The bonds are unsecured obligations of Southern. During 2017 on three separate occasions Southern issued nonconvertible Series A Bonds which in total amounted to approximately NIS400 million New Israeli Shekels (“NIS”) which converted to approximately $115 million dollars. The Series A Bonds have a stated interest rate of 7.3%. At December 31, 2017 the effective interest rate is 9.17%. The bonds require semi-annual equal installments on January 31 and July 31 of each year from 2019 to 2023 (inclusive). The interest will be repaid on January 31 and July 31 of each of the years 2018 to 2023 (inclusive), first payment commenced on July 31, 2017.
a. Consisting of the following:
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Bonds (Series A)
|
|
$
|
115,336
|
|
|
$
|
—
|
|
Less; deferred issuance expense, net
|
|
|
(5,916
|
)
|
|
|
—
|
|
Accrued Interest
|
|
|
3,629
|
|
|
|
—
|
|
|
|
$
|
113,049
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
b. Aggregate maturities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
$
|
—
|
|
|
|
—
|
|
2019
|
|
|
23,067
|
|
|
|
—
|
|
2020
|
|
|
23,067
|
|
|
|
—
|
|
2021
|
|
|
23,067
|
|
|
|
—
|
|
2022
|
|
|
23,067
|
|
|
|
—
|
|
Thereafter
|
|
|
23,067
|
|
|
|
—
|
|
|
|
$
|
115,335
|
|
|
|
—
|
|
The funds were used principally for the acquisition and development of additional real estate operations in the United States. The funds were raised and will be repaid in NIS however the funds raised have been converted to US dollars. The Company records unrealized gains or losses each quarter based upon the relative exchange values of the US dollar and the NIS; however, no gain or loss will be realized until a conversion from US dollars to NIS actually occurs in the future. The recorded unrealized gain or loss is reflected as a separate line item to highlight the fact that it is a non-cash transaction until such time as actual payment of principal and interest on the bonds is made. For 2017 the Company reflected an unrealized foreign currency loss of $4.5 million related to debenture transactions.
|
NOTE 7.
|
RELATED PARTY TRANSACTIONS AND FEES
|
We apply ASC Topic 805, “Business Combinations,” to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.
The Company has historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.
Since April 30, 2011, Pillar, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is RAI, a Nevada corporation, the sole shareholder of which is MRHI, a Nevada corporation, the sole shareholder of which is a trust known as the May Trust, became the Company’s external Advisor and Cash Manager. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for the Company’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to TCI and IOR. As the contractual advisor, Pillar is compensated by ARL under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor.” ARL has no employees. Employees of Pillar render services to ARL in accordance with the terms of the Advisory Agreement.
Regis Realty Prime, LLC, dba Regis Property Management, LLC (“Regis”), the sole member of which is Realty Advisors, LLC, manages our commercial properties and provides brokerage services. Regis receives property management fees and leasing commissions in accordance with the terms of its property-level management agreement. Regis is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage.” ARL engages third-party companies to lease and manage its apartment properties.
Below is a description of the related party transactions and fees between Pillar and Regis:
Fees, expenses, and revenue paid to and/or received from our advisor:
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(dollars in thousands)
|
|
Fees:
|
|
|
|
|
|
|
|
|
|
Advisory
|
|
$
|
11,082
|
|
|
$
|
10,918
|
|
|
$
|
9,775
|
|
Mortgage brokerage and equity refinancing
|
|
|
1,712
|
|
|
|
775
|
|
|
|
1,612
|
|
Net income
|
|
|
250
|
|
|
|
257
|
|
|
|
492
|
|
Property acquisition and sales
|
|
|
—
|
|
|
|
—
|
|
|
|
921
|
|
|
|
$
|
13,044
|
|
|
$
|
11,950
|
|
|
$
|
12,800
|
|
Other Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost reimbursements
|
|
$
|
3,240
|
|
|
$
|
3,826
|
|
|
$
|
3,675
|
|
Interest paid (received)
|
|
|
(1,195
|
)
|
|
|
(1,144
|
)
|
|
|
(1,234
|
)
|
|
|
$
|
2,045
|
|
|
$
|
2,682
|
|
|
$
|
2,441
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental
|
|
$
|
783
|
|
|
$
|
708
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees paid to Regis and related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
(dollars in thousands)
|
|
Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property acquisition
|
|
$
|
9,128
|
|
|
$
|
10,775
|
|
|
$
|
1,932
|
|
Property management, construction management and leasing commissions
|
|
|
963
|
|
|
|
888
|
|
|
|
717
|
|
Real estate brokerage
|
|
|
1,369
|
|
|
|
787
|
|
|
|
1,105
|
|
|
|
$
|
11,460
|
|
|
$
|
12,450
|
|
|
$
|
3,754
|
|
The Company received rental revenue of $0.7 million in each of the three years ended December 31, 2017 from Pillar and its related parties for properties owned by the Company.
As of December 31, 2017, the Company had notes and interest receivables, net of allowances, of $62.4 million and $4.3 million, respectively, due from UHF, a related party. See Part 2, Item 8. Note 3. “Notes and Interest Receivable.” During the current period, the Company recognized interest income of $9.0 million, originated $5.7 million, received principal payments of $30.4 million and received interest payments of $10.2 million from these related party notes receivables.
On January 1, 2012, the Company’s subsidiary, TCI, entered into a development agreement with UHF, a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.
The Company is the primary guarantor, on a $39.1 million mezzanine loan between UHF and a lender. In addition, ARL, and an officer of the Company are limited recourse guarantors of the loan. As of December 31, 2017, UHF was in compliance with the covenants to the loan agreement.
The Company is part of a tax sharing and compensating agreement with respect to federal income taxes between ARL, TCI and IOR and their subsidiaries that was entered into in July of 2009. The expense (benefit) in each year was calculated based on the amount of losses absorbed by taxable income multiplied by the maximum statutory tax rate of 35%.
The following table reconciles the beginning and ending balances of accounts receivable from and (accounts payable) to related parties as of December 31, 2017 (dollars in thousands):
|
|
Pillar
|
|
Related party receivable, December 31, 2016
|
|
$
|
24,672
|
|
Cash transfers
|
|
|
56,635
|
|
Advisory fees
|
|
|
(11,082
|
)
|
Net income fee
|
|
|
(250
|
)
|
Cost reimbursements
|
|
|
(3,240
|
)
|
Interest income
|
|
|
1,196
|
|
Notes receivable purchased
|
|
|
(447
|
)
|
Fees and commissions
|
|
|
(3,082
|
)
|
Expenses paid by Advisor
|
|
|
(579
|
)
|
Financing (mortgage payments)
|
|
|
(17,313
|
)
|
Sales/purchases transactions
|
|
|
(9,818
|
)
|
Tax sharing
|
|
|
1,619
|
|
Related party receivable, December 31, 2017
|
|
$
|
38,311
|
|
As of December 31, 2017, subsidiaries hold approximately 66.7 acres of land, at various locations that were sold to related parties in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance Sheets. Due to the related party nature of the transactions TCI has deferred the recording of the sales in accordance with ASC 360-20.
ARL’s Board of Directors established a policy that dividend declarations on common stock would be determined on an annual basis following the end of each year. In accordance with that policy, no dividends on ARL’s common stock were declared for 2017, 2016, or 2015. Future distributions to common stockholders will be determined by the Board of Directors in light of conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board. On January 12, 2018 Realty Advisors converted 200,000 preferred shares plus accrued dividends into 482,716 shares of common stock.
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
For financial reporting purposes, income before income taxes were:
|
|
Years Ended December 31
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
(in thousands)
|
TOTAL
|
|
($8,696)
|
|
($2,365)
|
|
($2,287)
|
The expense (benefit) for income taxes consists of:
|
|
Years Ended December 31
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
(in thousands)
|
Current:
|
|
|
|
|
|
|
Federal
|
|
($3,044)
|
|
—
|
|
—
|
State
|
|
10
|
|
—
|
|
—
|
|
|
|
|
|
|
|
Deferred and other:
|
|
|
|
|
|
|
Federal
|
|
3,044
|
|
(45)
|
|
(1,000)
|
State
|
|
170
|
|
—
|
|
—
|
|
|
|
|
|
|
|
Total Tax Expense
|
|
$180
|
|
($45)
|
|
($1,000)
|
The reconciliation between the Company’s effective tax rate on income from continuing operations and the statutory rate is as follows:
|
|
Years Ended December 31
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
(in thousands)
|
Income tax expense (benefit) at federal statutory rate
|
|
$
|
(3,044
|
)
|
|
$
|
(827
|
)
|
|
$
|
(1,283
|
)
|
State and local income taxes net of federal tax benefit
|
|
|
180
|
|
|
|
—
|
|
|
|
—
|
|
Repricing of deferred assets due to change in future rates
|
|
|
(28,663
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Change in valuation allowance
|
|
|
31,707
|
|
|
$
|
873
|
|
|
$
|
1,800
|
|
Reported income tax (benefit) expense
|
|
|
180
|
|
|
$
|
46
|
|
|
$
|
517
|
|
Effective Tax Rate
|
|
|
0.7
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2017, the Company’s tax years for 2016, 2015, and 2014 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2017, the Company is no longer subject to U.S federal, state, local, or foreign examinations by tax authorities for the years before 2014.
The 2017 effective tax rate is driven primarily by the passing of the Tax Cuts and Jobs Act by congress. This act has reduced the statutory tax rate for corporations from 35% to 21% starting in 2018. As a result, the tax assets of ARI had to be re-priced to reflect the new rate for future years with the impact impacting the 2017 provision for income taxes.
Components of the Net Deferred Tax Asset or Liability
|
Years Ended December 31
|
|
|
2017
|
|
2016
|
|
|
(in thousands)
|
Allowance for losses on notes
|
|
$
|
3,591
|
|
|
|
5,963
|
|
Installment note on land sale
|
|
|
2,875
|
|
|
|
4,793
|
|
Deferred gain
|
|
|
11,040
|
|
|
|
21,798
|
|
Net operating loss carryforward
|
|
|
50,931
|
|
|
|
73,021
|
|
Subtotal
|
|
|
68,437
|
|
|
|
105,575
|
|
Less: valuation allowance
|
|
|
(42,995
|
)
|
|
|
(70,849
|
)
|
Total net deferred tax assets
|
|
|
25,442
|
|
|
|
34,726
|
|
|
|
|
|
|
|
|
|
|
Basis differences for fixed assets
|
|
|
25,442
|
|
|
|
34,726
|
|
Total deferred tax liability
|
|
|
25,442
|
|
|
|
34,726
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Current net deferred tax asset
|
|
|
25,442
|
|
|
|
34,726
|
|
Long-term net deferred tax liability
|
|
|
25,442
|
|
|
|
34,726
|
|
Net deferred tax asset
|
|
|
—
|
|
|
|
—
|
|
Operating Loss and Tax Credit Carryforwards
We have federal income tax NOL carryforwards related to our domestic operations of approximately $209 million on a standalone basis, which have an indefinite life. We also have state NOLs in many of the various states in which we operate.
Valuation Allowance Reversal
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. At December 31, 2017, 2016 and 2015 ARL had a net deferred tax asset due to tax deductions available to it in future years. However, as management could not determine that it was more likely than not that ARL would realize the benefit of the deferred tax asset, a valuation allowance was established.
|
NOTE 10.
|
FUTURE MINIMUM RENTAL INCOME UNDER OPERATING LEASES
|
ARL’s operations include the leasing of commercial properties (office buildings, industrial warehouses and retail centers). The leases, thereon, expire at various dates through 2025. The following is a schedule of minimum future rents due to ARL under non-cancelable operating leases as of December 31, 2017 (dollars in thousands):
Year
|
|
|
Amount
|
|
2018
|
|
|
|
25,042
|
|
2019
|
|
|
|
19,828
|
|
2020
|
|
|
|
15,869
|
|
2021
|
|
|
|
13,643
|
|
2022
|
|
|
|
10,634
|
|
Thereafter
|
|
|
|
16,686
|
|
Total
|
|
|
$
|
101,702
|
|
|
NOTE 11.
|
OPERATING SEGMENTS
|
Our segments are based on management’s method of internal reporting which classifies its operations by property type. The segments are commercial, apartments, land and other. Significant differences among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve the calculation and allocation of administrative and other expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their operating income and cash flow.
Items of income that are not reflected in the segments are interest, other income, equity in partnerships and gains on sale of real estate. Expenses that are not reflected in the segments are provision for losses, advisory, net income and incentive fees, general and administrative, non-controlling interests and net loss from discontinued operations before gains on sale of real estate.
The segment labeled as “Other” consists of revenue and operating expenses related to the notes receivable and corporate debt.
Presented below is the Company’s reportable segments’ operating income including segment assets and expenditures for the years 2017, 2016 and 2015 (dollars in thousands):
For the Twelve Months Ended December 31, 2017
|
|
|
Commercial Properties
|
|
|
|
Apartments
|
|
|
|
Land
|
|
|
|
Other
|
|
|
|
Total
|
|
Operating revenue
|
|
$
|
33,286
|
|
|
$
|
92,807
|
|
|
$
|
111
|
|
|
$
|
16
|
|
|
$
|
126,220
|
|
Operating expenses
|
|
|
(18,549
|
)
|
|
|
(43,677
|
)
|
|
|
(875
|
)
|
|
|
(987
|
)
|
|
|
(64,088
|
)
|
Depreciation and amortization
|
|
|
(9,358
|
)
|
|
|
(16,354
|
)
|
|
|
—
|
|
|
|
33
|
|
|
|
(25,679
|
)
|
Mortgage and loan interest
|
|
|
(7,527
|
)
|
|
|
(22,347
|
)
|
|
|
(1,945
|
)
|
|
|
(34,354
|
)
|
|
|
(66,173
|
)
|
Interest income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,941
|
|
|
|
18,941
|
|
Gain on sale of income producing properties
|
|
|
2,391
|
|
|
|
12,760
|
|
|
|
1,547
|
|
|
|
—
|
|
|
|
16,698
|
|
Gain on land sales
|
|
|
—
|
|
|
|
—
|
|
|
|
4,884
|
|
|
|
—
|
|
|
|
4,884
|
|
Segment operating income (loss)
|
|
$
|
243
|
|
|
$
|
23,189
|
|
|
$
|
3,722
|
|
|
$
|
(16,351
|
)
|
|
$
|
10,803
|
|
Capital expenditures
|
|
$
|
(5,817
|
)
|
|
$
|
1,402
|
|
|
$
|
609
|
|
|
$
|
—
|
|
|
$
|
(3,806
|
)
|
Assets
|
|
$
|
137,157
|
|
|
$
|
727,508
|
|
|
$
|
127,554
|
|
|
$
|
—
|
|
|
$
|
992,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales price
|
|
$
|
5,050
|
|
|
$
|
—
|
|
|
$
|
29,969
|
|
|
$
|
—
|
|
|
$
|
35,019
|
|
Cost of sale
|
|
|
(2,659
|
)
|
|
|
—
|
|
|
|
(23,538
|
)
|
|
|
—
|
|
|
|
(26,197
|
)
|
Recognized prior deferred gain
|
|
|
—
|
|
|
|
12,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12,760
|
|
Gain on sale
|
|
$
|
2,391
|
|
|
$
|
12,760
|
|
|
$
|
6,431
|
|
|
$
|
—
|
|
|
$
|
21,582
|
|
For the Twelve Months Ended December 31, 2016
|
|
Commercial Properties
|
|
|
Apartments
|
|
|
Land
|
|
|
Other
|
|
|
Total
|
|
Operating revenue
|
|
$
|
33,026
|
|
|
$
|
86,603
|
|
|
$
|
30
|
|
|
$
|
4
|
|
|
$
|
119,663
|
|
Operating expenses
|
|
|
(20,398
|
)
|
|
|
(40,786
|
)
|
|
|
(1,745
|
)
|
|
|
(21
|
)
|
|
|
(62,950
|
)
|
Depreciation and amortization
|
|
|
(9,099
|
)
|
|
|
(14,759
|
)
|
|
|
—
|
|
|
|
73
|
|
|
|
(23,785
|
)
|
Mortgage and loan interest
|
|
|
(7,191
|
)
|
|
|
(25,381
|
)
|
|
|
(2,232
|
)
|
|
|
(24,558
|
)
|
|
|
(59,362
|
)
|
Interest income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,453
|
|
|
|
20,453
|
|
Gain on sale of income producing properties
|
|
|
(238
|
)
|
|
|
16,445
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,207
|
|
Gain on land sales
|
|
|
—
|
|
|
|
—
|
|
|
|
3,121
|
|
|
|
—
|
|
|
|
3,121
|
|
Segment operating income (loss)
|
|
$
|
(3,900
|
)
|
|
$
|
22,122
|
|
|
$
|
(826
|
)
|
|
$
|
(4,049
|
)
|
|
$
|
13,347
|
|
Capital expenditures
|
|
$
|
5,008
|
|
|
$
|
864
|
|
|
$
|
268
|
|
|
$
|
—
|
|
|
$
|
6,140
|
|
Assets
|
|
$
|
150,838
|
|
|
$
|
622,061
|
|
|
$
|
128,107
|
|
|
$
|
—
|
|
|
$
|
901,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales price
|
|
$
|
1,500
|
|
|
$
|
20,350
|
|
|
$
|
29,128
|
|
|
$
|
—
|
|
|
$
|
50,978
|
|
Cost of sale
|
|
|
(1,738
|
)
|
|
|
(3,905
|
)
|
|
|
(26,007
|
)
|
|
|
—
|
|
|
|
(31,650
|
)
|
Gain on sale
|
|
$
|
(238
|
)
|
|
$
|
16,445
|
|
|
$
|
3,121
|
|
|
$
|
—
|
|
|
$
|
19,328
|
|
For the Twelve Months Ended December 31, 2015
|
|
Commercial Properties
|
|
|
Apartments
|
|
|
Land
|
|
|
Other
|
|
|
Total
|
|
Operating revenue
|
|
$
|
30,540
|
|
|
$
|
73,543
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
104,188
|
|
Operating expenses
|
|
|
(17,761
|
)
|
|
|
(34,955
|
)
|
|
|
(1,029
|
)
|
|
|
(257
|
)
|
|
|
(54,002
|
)
|
Depreciation and amortization
|
|
|
(8,993
|
)
|
|
|
(12,498
|
)
|
|
|
—
|
|
|
|
73
|
|
|
|
(21,418
|
)
|
Mortgage and loan interest
|
|
|
(6,919
|
)
|
|
|
(23,699
|
)
|
|
|
(4,694
|
)
|
|
|
(17,165
|
)
|
|
|
(52,477
|
)
|
Interest income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,674
|
|
|
|
16,674
|
|
Gain on land sales
|
|
|
—
|
|
|
|
—
|
|
|
|
21,648
|
|
|
|
—
|
|
|
|
21,648
|
|
Segment operating income (loss)
|
|
$
|
(3,133
|
)
|
|
$
|
2,391
|
|
|
$
|
15,925
|
|
|
$
|
(570
|
)
|
|
$
|
14,613
|
|
Capital expenditures
|
|
$
|
8,133
|
|
|
$
|
506
|
|
|
$
|
2,621
|
|
|
$
|
—
|
|
|
$
|
11,260
|
|
Assets
|
|
$
|
155,147
|
|
|
$
|
551,415
|
|
|
$
|
146,945
|
|
|
$
|
—
|
|
|
$
|
853,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales price
|
|
$
|
—
|
|
|
$
|
11,129
|
|
|
$
|
107,298
|
|
|
$
|
—
|
|
|
$
|
118,427
|
|
Cost of sale
|
|
|
—
|
|
|
|
(10,394
|
)
|
|
|
(88,387
|
)
|
|
|
—
|
|
|
|
(98,781
|
)
|
Recognized prior deferred gain
|
|
|
—
|
|
|
|
—
|
|
|
|
2,737
|
|
|
|
—
|
|
|
|
2,737
|
|
Gain on sale
|
|
$
|
—
|
|
|
$
|
735
|
|
|
$
|
21,648
|
|
|
$
|
—
|
|
|
$
|
22,383
|
|
The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations (dollars in thousands):
|
|
For the Years Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Segment operating income (loss)
|
|
$
|
10,803
|
|
|
$
|
13,347
|
|
|
$
|
14,613
|
|
Other non-segment items of income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
(7,691
|
)
|
|
|
(7,119
|
)
|
|
|
(6,893
|
)
|
Provision on impairment of notes receivable and real estate assets
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,300
|
)
|
Net income fee to related party
|
|
|
(250
|
)
|
|
|
(257
|
)
|
|
|
(492
|
)
|
Advisory fee to related party
|
|
|
(11,082
|
)
|
|
|
(10,918
|
)
|
|
|
(9,775
|
)
|
Other income
|
|
|
(454
|
)
|
|
|
2,091
|
|
|
|
4,106
|
|
Loss on sale of investments
|
|
|
(331
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
Earnings from unconsolidated joint ventures and investees
|
|
|
309
|
|
|
|
493
|
|
|
|
428
|
|
Litigation settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
(352
|
)
|
Income tax benefit (expense)
|
|
|
(67
|
)
|
|
|
(46
|
)
|
|
|
(517
|
)
|
Gain (loss) from continuing operations
|
|
$
|
(8,763
|
)
|
|
$
|
(2,409
|
)
|
|
$
|
(4,183
|
)
|
The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Balance Sheets (dollars in thousands):
|
|
For the Years Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Segment assets
|
|
$
|
988,117
|
|
|
$
|
901,006
|
|
|
$
|
853,507
|
|
Investments in unconsolidated subsidiaries and investees
|
|
|
6,396
|
|
|
|
6,087
|
|
|
|
8,365
|
|
Notes and interest receivable
|
|
|
112,095
|
|
|
|
126,564
|
|
|
|
120,243
|
|
Other assets and receivables
|
|
|
190,112
|
|
|
|
141,252
|
|
|
|
135,253
|
|
Total assets
|
|
$
|
1,296,720
|
|
|
$
|
1,174,909
|
|
|
$
|
1,117,368
|
|
|
NOTE 12.
|
DISCONTINUED OPERATIONS
|
Effective January 1, 2015, the Company adopted the provisions of ASU 2014-08, which changed the criteria of ASC 360 related to determining which disposals qualify to be accounted for as discontinued operations and modified related reporting and disclosure requirements. Disposals representing a strategic shift in operations that have a major effect on a company’s operations and financial results will be presented as discontinued operations.
There were no sales of income-producing properties during 2017 or 2016 that met the criteria for discontinued operations. Amounts included in discontinued operations represent the residual amounts from sales classified as discontinued operations prior to January 1, 2015. The following table summarizes revenue and expense information for the properties sold that qualified as discontinued operations (dollars in thousands):
|
|
For the Years Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Rental and other property revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
|
—
|
|
|
|
2
|
|
|
|
(345)
|
|
Depreciation
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
General and administrative
|
|
|
—
|
|
|
|
—
|
|
|
|
99
|
|
Total operating expenses
|
|
|
—
|
|
|
|
2
|
|
|
|
(246)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
—
|
|
|
|
—
|
|
|
|
45
|
|
Mortgage and loan interest
|
|
|
—
|
|
|
|
—
|
|
|
|
(2
|
)
|
Loan charges and prepayment penalties
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Litigation settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total other expenses
|
|
|
—
|
|
|
|
—
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations before gain on sale of real estate and taxes
|
|
|
—
|
|
|
|
(2)
|
|
|
|
644
|
|
Gain on sale of real estate from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
735
|
|
Income tax benefit (expense)
|
|
|
—
|
|
|
|
1
|
|
|
|
(483)
|
|
Income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
(1)
|
|
|
$
|
896
|
|
|
NOTE 13.
|
QUARTERLY RESULTS OF OPERATIONS
|
The following is a tabulation of quarterly results of operations for the years 2017, 2016 and 2015. Quarterly results presented differ from those previously reported in ARL’s Form 10-Q due to the reclassification of the operations of properties sold or held for sale to discontinued operations in accordance with ASC topic 360:
|
|
|
|
|
|
|
|
|
Three Months Ended 2017
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
(dollars in thousands, except share and per share amounts)
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
$
|
31,822
|
|
|
$
|
31,587
|
|
|
$
|
31,807
|
|
|
$
|
31,005
|
|
Total operating expenses
|
|
|
27,345
|
|
|
|
26,759
|
|
|
|
26,397
|
|
|
|
28,292
|
|
Operating income
|
|
|
4,477
|
|
|
|
4,828
|
|
|
|
5,410
|
|
|
|
2,713
|
|
Other expense
|
|
|
(10,829
|
)
|
|
|
(15,676
|
)
|
|
|
(9,348
|
)
|
|
|
(11,853
|
)
|
Loss before gain on sales, non-contolling interest, and taxes
|
|
|
(6,352
|
)
|
|
|
(10,848
|
)
|
|
|
(3,938
|
)
|
|
|
(9,140
|
)
|
Gain (loss) on sale of income producing properties
|
|
|
—
|
|
|
|
—
|
|
|
|
12,760
|
|
|
|
3,938
|
|
Gain (loss) on land sales
|
|
|
445
|
|
|
|
(476
|
)
|
|
|
1,062
|
|
|
|
3,853
|
|
Income tax benefit (expense)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(180
|
)
|
Net income (loss) from continued operations
|
|
|
(5,907
|
)
|
|
|
(11,324
|
)
|
|
|
9,884
|
|
|
|
(1,529
|
)
|
Net loss from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss)
|
|
|
(5,907
|
)
|
|
|
(11,324
|
)
|
|
|
9,884
|
|
|
|
(1,529
|
)
|
Less: net (income) loss attributable to non-controlling interest
|
|
|
193
|
|
|
|
435
|
|
|
|
(522
|
)
|
|
|
339
|
|
Preferred dividend requirement
|
|
|
(275
|
)
|
|
|
(275
|
)
|
|
|
(275
|
)
|
|
|
(280
|
)
|
Net income (loss) applicable to common shares
|
|
$
|
(5,989
|
)
|
|
$
|
(11,164
|
)
|
|
$
|
9,087
|
|
|
$
|
(1,470)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
(0.39
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
Income from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common shares
|
|
$
|
(0.39
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
Weighted average common shares used in computing earnings per share
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
(0.39
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
Income from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common shares
|
|
$
|
(0.39
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
Weighted average common shares used in computing diluted earnings per share
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
Three Months Ended 2016
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
(dollars in thousands, except share and per share amounts)
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
$
|
29,205
|
|
|
$
|
30,834
|
|
|
$
|
30,067
|
|
|
$
|
29,557
|
|
Total operating expenses
|
|
|
25,881
|
|
|
|
26,212
|
|
|
|
26,272
|
|
|
|
26,664
|
|
Operating income
|
|
|
3,324
|
|
|
|
4,622
|
|
|
|
3,795
|
|
|
|
2,893
|
|
Other expense
|
|
|
(8,470
|
)
|
|
|
(8,156
|
)
|
|
|
(9,252
|
)
|
|
|
(10,447
|
)
|
Loss before gain on sales, non-contolling interest, and taxes
|
|
|
(5,146
|
)
|
|
|
(3,534
|
)
|
|
|
(5,457
|
)
|
|
|
(7,554
|
)
|
Gain (loss) on sale of income producing properties
|
|
|
(244
|
)
|
|
|
5,168
|
|
|
|
—
|
|
|
|
11,283
|
|
Gain (loss) on land sales
|
|
|
1,652
|
|
|
|
1,719
|
|
|
|
555
|
|
|
|
(805
|
)
|
Income tax benefit (expense)
|
|
|
—
|
|
|
|
—
|
|
|
|
(46
|
)
|
|
|
—
|
|
Net income (loss) from continued operations
|
|
|
(3,738
|
)
|
|
|
3,353
|
|
|
|
(4,948
|
)
|
|
|
2,924
|
|
Net loss from discontinued operations
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3
|
)
|
Net income (loss)
|
|
|
(3,736
|
)
|
|
|
3,353
|
|
|
|
(4,948
|
)
|
|
|
2,921
|
|
Less: net (income) loss attributable to non-controlling interest
|
|
|
530
|
|
|
|
(864
|
)
|
|
|
1,194
|
|
|
|
(1,182
|
)
|
Preferred dividend requirement
|
|
|
(497
|
)
|
|
|
(53
|
)
|
|
|
(275
|
)
|
|
|
(276
|
)
|
Net income (loss) applicable to common shares
|
|
$
|
(3,703
|
)
|
|
$
|
2,436
|
|
|
$
|
(4,029
|
)
|
|
$
|
1,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
(0.24
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
Income from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common shares
|
|
$
|
(0.24
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
Weighted average common shares used in computing earnings per share
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
(0.24
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
Income from discontinued operations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common shares
|
|
$
|
(0.24
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.26
|
)
|
|
$
|
0.09
|
|
Weighted average common shares used in computing diluted earnings per share
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
Three Months Ended 2015
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
(dollars in thousands, except share and per share amounts)
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues
|
|
$
|
23,156
|
|
|
$
|
24,241
|
|
|
$
|
27,826
|
|
|
$
|
28,965
|
|
Total operating expenses
|
|
|
21,155
|
|
|
|
20,388
|
|
|
|
25,741
|
|
|
|
30,596
|
|
Operating income
|
|
|
2,001
|
|
|
|
3,853
|
|
|
|
2,085
|
|
|
|
(1,631
|
)
|
Other expense
|
|
|
(2,338
|
)
|
|
|
(5,139
|
)
|
|
|
(11,152
|
)
|
|
|
(12,993
|
)
|
Loss before gain on land sales, non-contolling interest, and taxes
|
|
|
(337
|
)
|
|
|
(1,286
|
)
|
|
|
(9,067
|
)
|
|
|
(14,624
|
)
|
Gain (loss) on land sales
|
|
|
2,876
|
|
|
|
3,027
|
|
|
|
1,958
|
|
|
|
13,787
|
|
Income tax benefit
|
|
|
103
|
|
|
|
(12
|
)
|
|
|
274
|
|
|
|
(882
|
)
|
Net income (loss) from continued operations
|
|
|
2,642
|
|
|
|
1,729
|
|
|
|
(6,835
|
)
|
|
|
(1,719
|
)
|
Net income from discontinued operations
|
|
|
190
|
|
|
|
(22
|
)
|
|
|
508
|
|
|
|
220
|
|
Net income (loss)
|
|
|
2,832
|
|
|
|
1,707
|
|
|
|
(6,327
|
)
|
|
|
(1,499
|
)
|
Less: net (income) loss attributable to non-controlling interest
|
|
|
508
|
|
|
|
(540
|
)
|
|
|
1,164
|
|
|
|
195
|
|
Preferred dividend requirement
|
|
|
(390
|
)
|
|
|
(275
|
)
|
|
|
(275
|
)
|
|
|
(276
|
)
|
Net income (loss) applicable to common shares
|
|
$
|
2,950
|
|
|
$
|
892
|
|
|
$
|
(5,438
|
)
|
|
$
|
(1,580
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.24
|
)
|
Income from discontinued operations
|
|
|
0.01
|
|
|
|
—
|
|
|
|
0.03
|
|
|
|
0.01
|
|
Net income (loss) applicable to common shares
|
|
$
|
0.21
|
|
|
$
|
0.06
|
|
|
$
|
(0.35
|
)
|
|
$
|
(0.23
|
)
|
Weighted average common shares used in computing earnings per share
|
|
|
14,027,619
|
|
|
|
15,367,320
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continued operations
|
|
$
|
0.16
|
|
|
$
|
0.05
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.24
|
)
|
Income from discontinued operations
|
|
|
0.01
|
|
|
|
—
|
|
|
|
0.03
|
|
|
|
0.01
|
|
Net income (loss) applicable to common shares
|
|
$
|
0.17
|
|
|
$
|
0.05
|
|
|
$
|
(0.35
|
)
|
|
$
|
(0.23
|
)
|
Weighted average common shares used in computing diluted earnings per share
|
|
|
17,426,707
|
|
|
|
17,844,339
|
|
|
|
15,514,360
|
|
|
|
15,514,360
|
|
|
NOTE 14.
|
COMMITMENTS, CONTINGENCIES, AND LIQUIDITY
|
Liquidity.
Management believes that ARL will generate excess cash flow from property operations in 2018. Such excess however, will not be sufficient to discharge all of ARL’s obligations as they become due. Management intends to sell land and income-producing real estate, refinance real estate and obtain additional borrowings primarily secured by real estate to meet its liquidity requirements.
Guarantees.
TCI is a primary guarantor, on a $39.1 million mezzanine loan between UHF and a lender. In addition, ARL, and an officer of the Company are limited recourse guarantors of the loan. As of December 31, 2017 UHF was in compliance with the covenants to the loan agreement.
Partnership Buyouts
. ARL is the limited partner in various partnerships related to the construction of residential properties. As permitted in the respective partnership agreements, ARL intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to the completion of these projects. The amounts paid to buyout the nonaffiliated partners are limited to development fees earned by the nonaffiliated partners, and are set forth in the respective partnership agreements.
ART and ART Midwest, Inc
.
While the Company and all entities in which the Company has a direct or indirect equity interest are not parties to or obligated in any way for the outcome, a formerly owned entity (American Realty Trust, Inc.) and its former subsidiary (ART Midwest, Inc.) have been engaged since 1999 in litigation with Mr. David Clapper and entities related to Mr. Clapper (collectively, the “Clapper Parties”). The matter originally involved a transaction in 1998 in which ART Midwest, Inc. was to acquire eight residential apartment complexes from the Clapper Parties. Through the years, a number of rulings, both for and against American Realty Trust, Inc. “ART” and ART Midwest, Inc., were issued. In October 2011, a ruling was issued under which the Clapper Parties received a judgment for approximately $74 million, including $26 million in actual damages and $48 million interest. The ruling was against ART and ART Midwest, Inc., but no other entity. During February 2014, the Court of Appeals affirmed a portion of the judgment in favor of the Clapper Parties, but also ruled that a double counting of a significant portion of the damages had occurred and remanded the case back to the trial court to recalculate the damage award, as well as pre- and post-judgment interest thereon. Subsequently, the trial court recalculated the damage award, reducing it to approximately $59 million, inclusive of actual damages and then current interest. ART was also a significant owner of a partnership interest in the partnership that was awarded the initial damages in this matter.
The Clapper Parties subsequently filed a new lawsuit against ARI, its subsidiary EQK Holdings, Inc. “EQK”, and ART. The Clapper Parties seek damages from ARL for payment by ART to ARL of ART’s stock in EQK in exchange for a release of the Antecedent Debt owed by ART to ARI.
In February 2018 the court determined that this legal matter should not have been filed in federal court and therefore granted motions to dismiss on jurisdictional grounds. The company has no knowledge as to whether the plaintiffs will attempt to refile their lawsuit in a state court.
In 2005, ART filed suit against a major national law firm over the initial transaction. That action was initially abated while the principal case with the Clapper Parties was pending, but the abatement was recently lifted. The trial court subsequently dismissed the case on procedural grounds, but ART has filed a notice of appeal. The appeal was heard in February 2018 and we are awaiting a ruling by the appeals court. In January 2012, the Company sold all of the issued and outstanding stock of ART to an unrelated party for a promissory note in the amount of $10 million. At December 31, 2012, the Company fully reserved and valued such note at zero.
Dynex Capital, Inc.
On July 20, 2015, the 68
th
Judicial District Court in Dallas County, Texas issued its Final Judgment in Cause No. DC-03-00675, styled Basic Capital Management, Inc., American Realty Trust, Inc., Transcontinental Realty Investors, Inc., Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. v. Dynex Commercial, Inc. The case, which was litigated for more than a decade, had its origin with Dynex Commercial making loans to Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. (subsidiaries of Continental Mortgage & Equity Trust (“CMET”), an entity which merged into TCI in 1999 after the original suit was filed). Under the original loan commitment, $160 million in loans were to be made to the entities. The loans were conditioned on the execution of a commitment between Dynex Commercial and Basic Capital Management, Inc. (“Basic”).
An original trial in 2004, which also included Dynex Capital, Inc. as a defendant, resulted in a jury awarding damages in favor of Basic for “lost opportunity,” as well as damages in favor of ART and in favor of TCI and its subsidiaries for “increased costs” and “lost opportunity.” The original Trial Court judge ignored the jury’s findings, however, and entered a “Judgment Notwithstanding the Verdict” (“JNOV”) in favor of the Dynex entities (the judge held the Plaintiffs were not entitled to any damages from the Dynex entities). After numerous appeals by all parties, Dynex Capital, Inc. was ultimately dismissed from the case and the remaining claims against Dynex Commercial were remanded to the Trial Court for a new judgment consistent with the jury’s findings. The Court entered the new Final Judgment against Dynex Commercial, Inc. on July 20, 2015.
The Final Judgment entered against Dynex Commercial, Inc. on July 20, 2015 awarded Basic was $0.256 million in damages, plus pre-judgment interest of $0.192 million for a total amount of $0.448 million. The Judgment awarded ART was $14.2 million in damages, plus pre-judgment interest of $10.6 million for a total amount of $24.8 million. The Judgment awarded TCI was $11.1 million, plus pre-judgment interest of $8.4 million for a total amount of $19.5 million. The Judgment also awarded Basic, ART, and TCI post-judgment interest at the rate of 5% per annum from April 25, 2014 until the date their respective damages were paid. Lastly, the Judgement awarded Basic, ART, and TCI was $1.6 million collectively in attorneys’ fees from Dynex Commercial, Inc.
The Company is working with counsel to identify assets and collect on the Final Judgment against Dynex Commercial, Inc., as well as explore possible additional claims, if any, against Dynex Capital, Inc.
|
NOTE 15.
|
EARNINGS PER SHARE
|
Earnings per share (“EPS”) has been computed pursuant to the provisions of ASC Topic 260 “
Earnings Per Share.”
The computation of basic EPS is calculated by dividing net income available to common shareholders from continuing operations, adjusted for preferred dividends, by the weighted-average number of common shares outstanding during the period. Shares issued during the period shall be weighted for the portion of the period that they were outstanding.
As of December 31, 2017, we have 2,000,614 shares of Series A 10.0% cumulative convertible preferred stock, which are outstanding. These shares may be converted into common stock at 90% of the average daily closing price of the common stock for the prior 20 trading days. These are considered in the computation of diluted earnings per share if the effect of applying the if-converted method is dilutive. Of the outstanding 2,000,614 shares, 900,000 are held by ARL. Dividends are not paid on the shares owned by ARL.
Prior to July 17, 2014, RAI owned 2,451,435 shares of the outstanding Series A 10.0.0% convertible preferred stock and had accrued dividends unpaid of $15.1 million. On July 17, 2014, RAI converted 890,797 shares, including $6.3 million in accumulated dividends unpaid for these shares, into the requisite number of shares of common stock. This conversion resulted in the issuance of 2,502,230 new shares of ARL common stock. On April 9, 2015, RAI converted 460,638 shares including $2.3 million in accumulated dividends unpaid for these shares, into the requisite number of shares of common stock. This conversion resulted in the issuance of 1,486,741 new shares of ARL common stock. As of December 31, 2017, RAI owns 1,100,000 shares of the outstanding Series A convertible preferred stock and has accrued dividends unpaid of $9.7 million.
The Company had 135,000 shares of Series K convertible preferred stock, which were held by TCI and used as collateral on a note. The note has been paid in full and the Series K preferred stock was cancelled May 7, 2014.
Prior to January 1, 2015, the Company had 1,000 shares of stock options outstanding. These options expired unexercised January 1, 2015. The options are no longer included in the dilutive earnings per share calculation for the current period, but are considered in the computation for the prior periods if applying the “treasury stock” method is dilutive.
As of December 31, 2017, the Series A convertible preferred stock and the stock options were anti-dilutive and therefore not included in the EPS calculation.
|
NOTE 16.
|
SUBSEQUENT EVENTS
|
The date to which events occurring after December 31, 2017, the date of the most recent balance sheet, have been evaluated for possible adjustments to the financial statements or disclosure is March 30, 2017, which is the date of which the financial statements were available to be issued. There are no subsequent events that would require an adjustment to the financial statements.
On February 15, 2018, Southern issued Series B bonds in the amount of NIS 137.7 million par value (approximately $39.4 million as of February 15, 2018). The Series B bonds are registered on the TASE. The bonds are reported in NIS and bear stated annual interest rate of 6.8%. Interest shall be repaid January 31 and July 31 of each of the years 2019 to 2023 (inclusive), first payment commencing on July 31, 2018. The principal shall be repaid in ten equal installments on January 31 and July 31 of each of the years from 2015 to 2025 (inclusive). The total bond issuance cost incurred is 41.4 million.
In March 2018, the Company and a substantial financial institution (“Macquarie”) entered into an agreement to form a special purpose entity (“Joint Venture”) that would principally own and operate the existing TCI Class A multifamily residential portfolio that is currently owned 100% by Company’s subsidiaries. The Joint Venture would also actively participate in the development and/or acquisitions of additional Class A assets. It is anticipated that the Southern and Macquarie would each have a 49% ownership interest and a 50% voting interest in the Joint Venture. The remaining 2% ownership interest would be allotted to Daniel J. Moos, the current President and Chief Executive Officer of TCI and Abode Properties The completion of agreement is subject to the approval of certain regulators.
Schedule III
AMERICAN REALTY INVESTORS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent to
|
|
|
Asset
|
|
|
Gross Amounts of Which
|
|
|
|
|
|
|
|
|
|
|
|
Life on Which
|
|
|
|
|
|
|
Initial Cost
|
|
|
Acquisition
|
|
|
Impairment
|
|
|
Carried at End of Year
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Latest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
Building &
|
|
|
|
|
|
Accumulated
|
|
|
Date of
|
|
|
Date
|
|
|
of Operation
|
|
Property/Location
|
|
Encumbrances
|
|
|
Land
|
|
|
Buildings
|
|
|
Improvements
|
|
|
Impairment
|
|
|
Land
|
|
|
Improvements
|
|
|
Total
|
|
|
Depreciation
|
|
|
Construction
|
|
|
Acquired
|
|
|
is Computed
|
|
|
|
(dollars in thousands)
|
|
Properties Held for Investment Apartments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anderson Estates, Oxford, MS
|
|
|
769
|
|
|
|
378
|
|
|
|
2,683
|
|
|
|
313
|
|
|
|
—
|
|
|
|
378
|
|
|
|
2,996
|
|
|
|
3,374
|
|
|
|
799
|
|
|
|
2003
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Blue Lake Villas I, Waxahachie, TX
|
|
|
10,448
|
|
|
|
438
|
|
|
|
10,252
|
|
|
|
19
|
|
|
|
—
|
|
|
|
438
|
|
|
|
10,271
|
|
|
|
10,709
|
|
|
|
3,801
|
|
|
|
2003
|
|
|
|
01
|
/02
|
|
|
40 years
|
|
Blue Lake Villas II, Waxahachie, TX
|
|
|
3,769
|
|
|
|
287
|
|
|
|
4,496
|
|
|
|
—
|
|
|
|
—
|
|
|
|
287
|
|
|
|
4,496
|
|
|
|
4,783
|
|
|
|
1,139
|
|
|
|
2004
|
|
|
|
01
|
/04
|
|
|
40 years
|
|
Breakwater Bay, Beaumont, TX
|
|
|
9,112
|
|
|
|
740
|
|
|
|
10,498
|
|
|
|
—
|
|
|
|
—
|
|
|
|
740
|
|
|
|
10,498
|
|
|
|
11,238
|
|
|
|
3,390
|
|
|
|
2004
|
|
|
|
05
|
/03
|
|
|
40 years
|
|
Bridgewood Ranch, Kaufman, TX
|
|
|
6,233
|
|
|
|
762
|
|
|
|
6,913
|
|
|
|
—
|
|
|
|
—
|
|
|
|
762
|
|
|
|
6,913
|
|
|
|
7,675
|
|
|
|
1,730
|
|
|
|
2007
|
|
|
|
04
|
/08
|
|
|
40 years
|
|
Capitol Hill, Little Rock, AR
|
|
|
8,740
|
|
|
|
1,860
|
|
|
|
8,002
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,860
|
|
|
|
8,002
|
|
|
|
9,862
|
|
|
|
2,713
|
|
|
|
2003
|
|
|
|
03
|
/03
|
|
|
40 years
|
|
Centennial, Oak Ridge, TN
|
|
|
20,518
|
|
|
|
2,570
|
|
|
|
22,589
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,570
|
|
|
|
22,589
|
|
|
|
25,159
|
|
|
|
1,365
|
|
|
|
2011
|
|
|
|
07
|
/14
|
|
|
40 years
|
|
Crossing at Opelika, Opelika, AL
|
|
|
1,399
|
|
|
|
1,606
|
|
|
|
14,451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,606
|
|
|
|
14,451
|
|
|
|
16,057
|
|
|
|
628
|
|
|
|
2015
|
|
|
|
12
|
/15
|
|
|
40 years
|
|
Curtis Moore Estates, Greenwood, MS
|
|
|
14,498
|
|
|
|
186
|
|
|
|
5,976
|
|
|
|
702
|
|
|
|
—
|
|
|
|
186
|
|
|
|
6,678
|
|
|
|
6,864
|
|
|
|
1,939
|
|
|
|
2003
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Dakota Arms, Lubbock, TX
|
|
|
12,194
|
|
|
|
921
|
|
|
|
12,834
|
|
|
|
168
|
|
|
|
—
|
|
|
|
921
|
|
|
|
13,002
|
|
|
|
13,923
|
|
|
|
4,195
|
|
|
|
2004
|
|
|
|
01
|
/04
|
|
|
40 years
|
|
David Jordan Phase II, Greenwood, MS
|
|
|
551
|
|
|
|
51
|
|
|
|
1,591
|
|
|
|
225
|
|
|
|
—
|
|
|
|
51
|
|
|
|
1,816
|
|
|
|
1,867
|
|
|
|
506
|
|
|
|
1999
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
David Jordan Phase III, Greenwood, MS
|
|
|
556
|
|
|
|
83
|
|
|
|
2,179
|
|
|
|
356
|
|
|
|
—
|
|
|
|
83
|
|
|
|
2,535
|
|
|
|
2,618
|
|
|
|
649
|
|
|
|
2003
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Desoto Ranch, DeSoto, TX
|
|
|
14,877
|
|
|
|
1,349
|
|
|
|
16,838
|
|
|
|
11
|
|
|
|
—
|
|
|
|
1,349
|
|
|
|
16,849
|
|
|
|
18,198
|
|
|
|
5,843
|
|
|
|
2002
|
|
|
|
05
|
/02
|
|
|
40 years
|
|
Falcon Lakes, Arlington, TX
|
|
|
13,352
|
|
|
|
1,318
|
|
|
|
14,461
|
|
|
|
27
|
|
|
|
—
|
|
|
|
1,318
|
|
|
|
14,488
|
|
|
|
15,806
|
|
|
|
5,570
|
|
|
|
2001
|
|
|
|
10
|
/01
|
|
|
40 years
|
|
Heather Creek, Mesquite, TX
|
|
|
10,976
|
|
|
|
1,326
|
|
|
|
12,157
|
|
|
|
18
|
|
|
|
—
|
|
|
|
1,326
|
|
|
|
12,175
|
|
|
|
13,501
|
|
|
|
3,934
|
|
|
|
2003
|
|
|
|
03
|
/03
|
|
|
40 years
|
|
Holland Lake, Weatherford, TX
|
|
|
11,510
|
|
|
|
1,450
|
|
|
|
14,955
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,450
|
|
|
|
14,955
|
|
|
|
16,405
|
|
|
|
976
|
|
|
|
2004
|
|
|
|
05
|
/14
|
|
|
40 years
|
|
Lake Forest, Houston, TX
|
|
|
11,808
|
|
|
|
335
|
|
|
|
14,221
|
|
|
|
—
|
|
|
|
—
|
|
|
|
335
|
|
|
|
14,221
|
|
|
|
14,556
|
|
|
|
4,282
|
|
|
|
2004
|
|
|
|
01
|
/04
|
|
|
40 years
|
|
Legacy at Pleasant Grove, Texarkana, TX
|
|
|
14,495
|
|
|
|
2,005
|
|
|
|
18,109
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,005
|
|
|
|
18,109
|
|
|
|
20,114
|
|
|
|
1,384
|
|
|
|
2006
|
|
|
|
12
|
/14
|
|
|
40 years
|
|
Lofts at Reynolds Village, Asheville, NC
|
|
|
28,230
|
|
|
|
3,704
|
|
|
|
33,340
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,704
|
|
|
|
33,340
|
|
|
|
37,044
|
|
|
|
208
|
|
|
|
2012
|
|
|
|
10
|
/17
|
|
|
40 years
|
|
Lodge at Pecan Creek, Denton, TX
|
|
|
15,959
|
|
|
|
1,349
|
|
|
|
16,180
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,349
|
|
|
|
16,180
|
|
|
|
17,529
|
|
|
|
2,494
|
|
|
|
2011
|
|
|
|
10
|
/05
|
|
|
40 years
|
|
Mansions of Mansfield, Mansfield, TX
|
|
|
15,084
|
|
|
|
977
|
|
|
|
17,843
|
|
|
|
31
|
|
|
|
—
|
|
|
|
977
|
|
|
|
17,874
|
|
|
|
18,851
|
|
|
|
3,916
|
|
|
|
2009
|
|
|
|
09
|
/05
|
|
|
40 years
|
|
Metropolitan Apartments, North Little Rock, AR
|
|
|
25,233
|
|
|
|
3,323
|
|
|
|
29,857
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,323
|
|
|
|
29,857
|
|
|
|
33,180
|
|
|
|
1,109
|
|
|
|
2010
|
|
|
|
06
|
/16
|
|
|
40 years
|
|
Mission Oaks, San Antonio, TX
|
|
|
14,433
|
|
|
|
1,266
|
|
|
|
16,717
|
|
|
|
122
|
|
|
|
—
|
|
|
|
1,266
|
|
|
|
16,839
|
|
|
|
18,105
|
|
|
|
4,495
|
|
|
|
2005
|
|
|
|
05
|
/05
|
|
|
40 years
|
|
Monticello Estate, Monticello, AR
|
|
|
431
|
|
|
|
36
|
|
|
|
1,493
|
|
|
|
264
|
|
|
|
—
|
|
|
|
36
|
|
|
|
1,757
|
|
|
|
1,793
|
|
|
|
460
|
|
|
|
2001
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Northside on Travis, Sherman, TX
|
|
|
12,873
|
|
|
|
1,300
|
|
|
|
14,586
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,300
|
|
|
|
14,586
|
|
|
|
15,886
|
|
|
|
3,038
|
|
|
|
2009
|
|
|
|
10
|
/07
|
|
|
40 years
|
|
Oak Hollow, Sequin, TX
|
|
|
11,680
|
|
|
|
1,435
|
|
|
|
12,403
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,435
|
|
|
|
12,403
|
|
|
|
13,838
|
|
|
|
775
|
|
|
|
2011
|
|
|
|
07
|
/14
|
|
|
40 years
|
|
Oceanaire Apartments, Biloxi, MS
|
|
|
10,791
|
|
|
|
1,384
|
|
|
|
12,575
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,384
|
|
|
|
12,575
|
|
|
|
13,959
|
|
|
|
318
|
|
|
|
2009
|
|
|
|
12
|
/16
|
|
|
40 years
|
|
Overlook at Allensville, Sevierville, TN
|
|
|
12,079
|
|
|
|
1,228
|
|
|
|
12,297
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,228
|
|
|
|
12,297
|
|
|
|
13,525
|
|
|
|
881
|
|
|
|
2012
|
|
|
|
10
|
/15
|
|
|
40 years
|
|
Parc at Clarksville, Clarksville, TN
|
|
|
12,441
|
|
|
|
571
|
|
|
|
14,360
|
|
|
|
59
|
|
|
|
—
|
|
|
|
571
|
|
|
|
14,419
|
|
|
|
14,990
|
|
|
|
3,385
|
|
|
|
2007
|
|
|
|
06
|
/02
|
|
|
40 years
|
|
Parc at Denham Springs, Denham Springs, LA
|
|
|
18,249
|
|
|
|
1,022
|
|
|
|
20,188
|
|
|
|
100
|
|
|
|
—
|
|
|
|
1,022
|
|
|
|
20,288
|
|
|
|
21,310
|
|
|
|
3,517
|
|
|
|
2011
|
|
|
|
07
|
/07
|
|
|
40 years
|
|
Parc at Maumelle, Little Rock, AR
|
|
|
15,438
|
|
|
|
1,048
|
|
|
|
18,464
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,048
|
|
|
|
18,464
|
|
|
|
19,512
|
|
|
|
5,248
|
|
|
|
2006
|
|
|
|
12
|
/04
|
|
|
40 years
|
|
Parc at Metro Center, Nashville, TN
|
|
|
10,148
|
|
|
|
947
|
|
|
|
12,601
|
|
|
|
182
|
|
|
|
—
|
|
|
|
947
|
|
|
|
12,783
|
|
|
|
13,730
|
|
|
|
3,672
|
|
|
|
2006
|
|
|
|
05
|
/05
|
|
|
40 years
|
|
Parc at Rogers, Rogers, AR
|
|
|
20,004
|
|
|
|
1,482
|
|
|
|
23,176
|
|
|
|
266
|
|
|
|
(3,180
|
)
|
|
|
1,482
|
|
|
|
20,262
|
|
|
|
21,744
|
|
|
|
4,836
|
|
|
|
2007
|
|
|
|
04
|
/04
|
|
|
40 years
|
|
Preserve at Pecan Creek, Denton, TX
|
|
|
14,006
|
|
|
|
885
|
|
|
|
16,668
|
|
|
|
17
|
|
|
|
—
|
|
|
|
885
|
|
|
|
16,685
|
|
|
|
17,570
|
|
|
|
3,893
|
|
|
|
2008
|
|
|
|
10
|
/05
|
|
|
40 years
|
|
Preserve at Prairie Pointe, Lubbock, TX
|
|
|
9,928
|
|
|
|
1,074
|
|
|
|
10,782
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,074
|
|
|
|
10,782
|
|
|
|
11,856
|
|
|
|
748
|
|
|
|
2005
|
|
|
|
04
|
/15
|
|
|
40 years
|
|
Riverwalk Phase I, Greenville, MS
|
|
|
272
|
|
|
|
23
|
|
|
|
1,543
|
|
|
|
175
|
|
|
|
—
|
|
|
|
23
|
|
|
|
1,718
|
|
|
|
1,741
|
|
|
|
504
|
|
|
|
2003
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Riverwalk Phase II, Greenville, MS
|
|
|
1,053
|
|
|
|
52
|
|
|
|
4,051
|
|
|
|
364
|
|
|
|
—
|
|
|
|
52
|
|
|
|
4,415
|
|
|
|
4,467
|
|
|
|
1,572
|
|
|
|
2003
|
|
|
|
01
|
/06
|
|
|
40 years
|
|
Sawgrass Creek, New Port Richey, FL
|
|
|
—
|
|
|
|
784
|
|
|
|
7,056
|
|
|
|
—
|
|
|
|
—
|
|
|
|
784
|
|
|
|
7,056
|
|
|
|
7,840
|
|
|
|
249
|
|
|
|
2008
|
|
|
|
08
|
/16
|
|
|
40 years
|
|
Sonoma Court, Rockwall, TX
|
|
|
10,456
|
|
|
|
941
|
|
|
|
11,136
|
|
|
|
—
|
|
|
|
—
|
|
|
|
941
|
|
|
|
11,136
|
|
|
|
12,077
|
|
|
|
1,779
|
|
|
|
2011
|
|
|
|
07
|
/10
|
|
|
40 years
|
|
Sugar Mill, Baton Rouge, LA
|
|
|
11,031
|
|
|
|
1,437
|
|
|
|
13,437
|
|
|
|
135
|
|
|
|
—
|
|
|
|
1,437
|
|
|
|
13,572
|
|
|
|
15,009
|
|
|
|
2,838
|
|
|
|
2009
|
|
|
|
08
|
/08
|
|
|
40 years
|
|
Tattersall Village, Hinesville, GA
|
|
|
20,025
|
|
|
|
2,670
|
|
|
|
23,767
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,670
|
|
|
|
23,767
|
|
|
|
26,437
|
|
|
|
594
|
|
|
|
2010
|
|
|
|
12
|
/16
|
|
|
40 years
|
|
Toulon, Gautier, MS
|
|
|
20,104
|
|
|
|
1,621
|
|
|
|
20,107
|
|
|
|
372
|
|
|
|
—
|
|
|
|
1,621
|
|
|
|
20,479
|
|
|
|
22,100
|
|
|
|
3,267
|
|
|
|
2011
|
|
|
|
09
|
/09
|
|
|
40 years
|
|
Tradewinds, Midland, TX
|
|
|
13,882
|
|
|
|
3,313
|
|
|
|
20,073
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,313
|
|
|
|
20,073
|
|
|
|
23,386
|
|
|
|
1,250
|
|
|
|
2015
|
|
|
|
06
|
/15
|
|
|
40 years
|
|
Villager, Ft. Walton, FL
|
|
|
713
|
|
|
|
141
|
|
|
|
1,267
|
|
|
|
—
|
|
|
|
—
|
|
|
|
141
|
|
|
|
1,267
|
|
|
|
1,408
|
|
|
|
84
|
|
|
|
1972
|
|
|
|
06
|
/15
|
|
|
40 years
|
|
Villas at Park West I, Pueblo, CO
|
|
|
10,250
|
|
|
|
1,171
|
|
|
|
10,453
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,171
|
|
|
|
10,453
|
|
|
|
11,624
|
|
|
|
806
|
|
|
|
2005
|
|
|
|
12
|
/14
|
|
|
40 years
|
|
Villas at Park West II, Pueblo, CO
|
|
|
9,278
|
|
|
|
1,463
|
|
|
|
13,060
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,463
|
|
|
|
13,060
|
|
|
|
14,523
|
|
|
|
1,007
|
|
|
|
2010
|
|
|
|
12
|
/14
|
|
|
40 years
|
|
Vista Ridge, Tupelo, MS
|
|
|
10,530
|
|
|
|
1,339
|
|
|
|
13,398
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,339
|
|
|
|
13,398
|
|
|
|
14,737
|
|
|
|
1,197
|
|
|
|
2009
|
|
|
|
10
|
/15
|
|
|
40 years
|
|
Vistas of Vance Jackson, San Antonio, TX
|
|
|
14,834
|
|
|
|
1,265
|
|
|
|
16,760
|
|
|
|
121
|
|
|
|
—
|
|
|
|
1,265
|
|
|
|
16,881
|
|
|
|
18,146
|
|
|
|
5,159
|
|
|
|
2004
|
|
|
|
01
|
/04
|
|
|
40 years
|
|
Waterford, Roseberg, TX
|
|
|
16,940
|
|
|
|
2,341
|
|
|
|
20,926
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,341
|
|
|
|
20,926
|
|
|
|
23,267
|
|
|
|
1,305
|
|
|
|
2013
|
|
|
|
06
|
/14
|
|
|
40 years
|
|
Westwood, Mary Ester, FL
|
|
|
3,938
|
|
|
|
693
|
|
|
|
6,650
|
|
|
|
—
|
|
|
|
—
|
|
|
|
693
|
|
|
|
6,650
|
|
|
|
7,343
|
|
|
|
430
|
|
|
|
1972
|
|
|
|
06
|
/15
|
|
|
40 years
|
|
Windsong, Fort Worth, TX
|
|
|
10,459
|
|
|
|
790
|
|
|
|
11,595
|
|
|
|
—
|
|
|
|
—
|
|
|
|
790
|
|
|
|
11,595
|
|
|
|
12,385
|
|
|
|
4,019
|
|
|
|
2002
|
|
|
|
07
|
/03
|
|
|
40 years
|
|
Total Apartments Held for Investment
|
|
$
|
566,577
|
|
|
$
|
60,740
|
|
|
$
|
672,014
|
|
|
$
|
4,047
|
|
|
$
|
(3,180
|
)
|
|
$
|
60,740
|
|
|
$
|
672,881
|
|
|
$
|
733,621
|
|
|
$
|
113,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apartments Under Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abode Red Rock
|
|
|
22,945
|
|
|
|
6,038
|
|
|
|
—
|
|
|
|
28,095
|
|
|
|
—
|
|
|
|
6,038
|
|
|
|
28,095
|
|
|
|
34,133
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/17
|
|
|
—
|
|
Apalache Point
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
149
|
|
|
|
—
|
|
|
|
—
|
|
|
|
149
|
|
|
|
149
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Eagle Crossing
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81
|
|
|
|
81
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Forest Pines
|
|
|
—
|
|
|
|
5,040
|
|
|
|
—
|
|
|
|
269
|
|
|
|
—
|
|
|
|
5,040
|
|
|
|
269
|
|
|
|
5,309
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/17
|
|
|
—
|
|
Lakeside Lofts, Farmers Branch, TX
|
|
|
1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,079
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,079
|
|
|
|
5,079
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/17
|
|
|
—
|
|
McKinney Point
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
137
|
|
|
|
—
|
|
|
|
—
|
|
|
|
137
|
|
|
|
137
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/17
|
|
|
—
|
|
Parc at Bentonville
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
85
|
|
|
|
—
|
|
|
|
—
|
|
|
|
85
|
|
|
|
85
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/17
|
|
|
—
|
|
Parc at Garland
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81
|
|
|
|
—
|
|
|
|
—
|
|
|
|
81
|
|
|
|
81
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/17
|
|
|
—
|
|
Parc at Wylie
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
195
|
|
|
|
—
|
|
|
|
—
|
|
|
|
195
|
|
|
|
195
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/17
|
|
|
—
|
|
Oak Hollow II
|
|
|
5,475
|
|
|
|
1,046
|
|
|
|
—
|
|
|
|
4,622
|
|
|
|
—
|
|
|
|
1,046
|
|
|
|
4,622
|
|
|
|
5,668
|
|
|
|
—
|
|
|
|
—
|
|
|
|
04
|
/17
|
|
|
—
|
|
Overlook at Allensville Square II, Sevierville, TN
|
|
|
—
|
|
|
|
1,843
|
|
|
|
—
|
|
|
|
530
|
|
|
|
—
|
|
|
|
1,843
|
|
|
|
530
|
|
|
|
2,373
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11
|
/15
|
|
|
—
|
|
Sawgrass II
|
|
|
1,007
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,772
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,772
|
|
|
|
3,772
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/17
|
|
|
—
|
|
Sugar Mill II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Terra Lago, Rowlett, TX
|
|
|
39,042
|
|
|
|
5,588
|
|
|
|
—
|
|
|
|
42,137
|
|
|
|
—
|
|
|
|
5,588
|
|
|
|
42,137
|
|
|
|
47,725
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11
|
/15
|
|
|
—
|
|
Total Apartments Under Construction
|
|
$
|
68,470
|
|
|
$
|
19,555
|
|
|
$
|
—
|
|
|
$
|
85,236
|
|
|
$
|
—
|
|
|
$
|
19,555
|
|
|
$
|
85,236
|
|
|
$
|
104,791
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN REALTY INVESTORS, INC.
|
Schedule III
|
|
REAL ESTATE AND ACCUMULATED DEPRECIATION
|
Continued
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent to
|
|
|
Asset
|
|
|
Gross Amounts of Which
|
|
|
|
|
|
|
|
|
|
|
|
Life on Which
|
|
|
|
|
|
|
Initial Cost
|
|
|
Acquisition
|
|
|
Impairment
|
|
|
Carried at End of Year
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Latest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
|
Building &
|
|
|
|
|
|
|
Accumulated
|
|
|
Date of
|
|
|
Date
|
|
|
of Operation
|
|
Property/Location
|
|
Encumbrances
|
|
|
Land
|
|
|
Buildings
|
|
|
Improvements
|
|
|
Impairment
|
|
|
Land
|
|
|
Improvements
|
|
|
Total
|
|
|
Depreciation
|
|
|
Construction
|
|
|
Acquired
|
|
|
is Computed
|
|
|
|
(dollars in thousands)
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 Las Colinas, Las Colinas, TX
|
|
|
38,600
|
|
|
|
5,751
|
|
|
|
53,972
|
|
|
|
16,360
|
|
|
|
—
|
|
|
|
5,751
|
|
|
|
70,332
|
|
|
|
76,083
|
|
|
|
26,899
|
|
|
|
1984
|
|
|
|
08
|
/05
|
|
|
40 years
|
|
770 South Post Oak, Houston, TX
|
|
|
12,600
|
|
|
|
1,763
|
|
|
|
15,839
|
|
|
|
264
|
|
|
|
|
|
|
|
1,763
|
|
|
|
16,103
|
|
|
|
17,866
|
|
|
|
1,122
|
|
|
|
1970
|
|
|
|
07
|
/15
|
|
|
40 years
|
|
Bridgeview Plaza, LaCrosse, WI
|
|
|
4,906
|
|
|
|
—
|
|
|
|
658
|
|
|
|
476
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,134
|
|
|
|
1,134
|
|
|
|
617
|
|
|
|
1979
|
|
|
|
03
|
/03
|
|
|
40 years
|
|
Browning Place (Park West I), Farmers Branch, TX
|
|
|
42,473
|
|
|
|
5,096
|
|
|
|
47,711
|
|
|
|
13,728
|
|
|
|
—
|
|
|
|
5,096
|
|
|
|
61,439
|
|
|
|
66,535
|
|
|
|
23,746
|
|
|
|
1984
|
|
|
|
04
|
/05
|
|
|
40 years
|
|
Mahogany Run Golf Course, US Virgin Islands
|
|
|
—
|
|
|
|
418
|
|
|
|
6,037
|
|
|
|
147
|
|
|
|
(5,300
|
)
|
|
|
418
|
|
|
|
884
|
|
|
|
1,302
|
|
|
|
502
|
|
|
|
1981
|
|
|
|
11
|
/14
|
|
|
40 years
|
|
Fruitland Plaza, Fruitland Park, FL
|
|
|
—
|
|
|
|
17
|
|
|
|
16
|
|
|
|
67
|
|
|
|
—
|
|
|
|
17
|
|
|
|
83
|
|
|
|
100
|
|
|
|
54
|
|
|
|
—
|
|
|
|
05
|
/92
|
|
|
40 years
|
|
Senlac VHP, Farmers Branch, TX
|
|
|
—
|
|
|
|
622
|
|
|
|
58
|
|
|
|
85
|
|
|
|
—
|
|
|
|
622
|
|
|
|
143
|
|
|
|
765
|
|
|
|
139
|
|
|
|
—
|
|
|
|
08
|
/05
|
|
|
40 years
|
|
Stanford Center, Dallas, TX
|
|
|
28,000
|
|
|
|
3,878
|
|
|
|
35,476
|
|
|
|
7,257
|
|
|
|
(9,600
|
)
|
|
|
3,878
|
|
|
|
33,133
|
|
|
|
37,011
|
|
|
|
10,567
|
|
|
|
—
|
|
|
|
06
|
/08
|
|
|
40 years
|
|
Total Commercial Held for Investment
|
|
$
|
126,579
|
|
|
$
|
17,545
|
|
|
$
|
159,767
|
|
|
$
|
38,384
|
|
|
$
|
(14,900
|
)
|
|
$
|
17,545
|
|
|
$
|
183,251
|
|
|
$
|
200,796
|
|
|
$
|
63,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audubon, Adams County, MS
|
|
|
—
|
|
|
|
519
|
|
|
|
—
|
|
|
|
296
|
|
|
|
—
|
|
|
|
519
|
|
|
|
296
|
|
|
|
815
|
|
|
|
—
|
|
|
|
—
|
|
|
|
03
|
/07
|
|
|
—
|
|
Bonneau Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
1,309
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,309
|
|
|
|
—
|
|
|
|
1,309
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12
|
/14
|
|
|
—
|
|
Cooks Lane, Fort Worth, TX
|
|
|
157
|
|
|
|
1,094
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,094
|
|
|
|
—
|
|
|
|
1,094
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/04
|
|
|
—
|
|
Dedeaux, Gulfport, MS
|
|
|
—
|
|
|
|
1,612
|
|
|
|
—
|
|
|
|
46
|
|
|
|
(38
|
)
|
|
|
1,612
|
|
|
|
8
|
|
|
|
1,620
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/06
|
|
|
—
|
|
Denham Springs, Denham Springs, LA
|
|
|
61
|
|
|
|
714
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
714
|
|
|
|
—
|
|
|
|
714
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/08
|
|
|
—
|
|
Gautier Land, Gautier, MS
|
|
|
—
|
|
|
|
202
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
202
|
|
|
|
—
|
|
|
|
202
|
|
|
|
—
|
|
|
|
—
|
|
|
|
07
|
/98
|
|
|
—
|
|
Lake Shore Villas, Humble, TX
|
|
|
—
|
|
|
|
81
|
|
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
|
|
81
|
|
|
|
3
|
|
|
|
84
|
|
|
|
—
|
|
|
|
—
|
|
|
|
03
|
/02
|
|
|
—
|
|
Lubbock Land, Lubbock, TX
|
|
|
—
|
|
|
|
234
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
234
|
|
|
|
—
|
|
|
|
234
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/04
|
|
|
—
|
|
Nakash, Malden, MO
|
|
|
—
|
|
|
|
103
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
103
|
|
|
|
—
|
|
|
|
103
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/93
|
|
|
—
|
|
Nashville, Nashville, TN
|
|
|
—
|
|
|
|
278
|
|
|
|
—
|
|
|
|
59
|
|
|
|
—
|
|
|
|
278
|
|
|
|
59
|
|
|
|
337
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/02
|
|
|
—
|
|
Ocean Estates, Gulfport, MS
|
|
|
—
|
|
|
|
1,418
|
|
|
|
—
|
|
|
|
390
|
|
|
|
—
|
|
|
|
1,418
|
|
|
|
390
|
|
|
|
1,808
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/07
|
|
|
—
|
|
Texas Plaza Land, Irving, TX
|
|
|
—
|
|
|
|
1,738
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(238
|
)
|
|
|
1,738
|
|
|
|
(238
|
)
|
|
|
1,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
12
|
/06
|
|
|
—
|
|
Union Pacific Railroad Land, Dallas, TX
|
|
|
—
|
|
|
|
130
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
130
|
|
|
|
—
|
|
|
|
130
|
|
|
|
—
|
|
|
|
—
|
|
|
|
03
|
/04
|
|
|
—
|
|
Willowick Land, Pensacola, FL
|
|
|
—
|
|
|
|
137
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
137
|
|
|
|
—
|
|
|
|
137
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/95
|
|
|
—
|
|
Windmill Farms Land, Kaufman County, TX
|
|
|
14,922
|
|
|
|
48,927
|
|
|
|
—
|
|
|
|
14,210
|
|
|
|
(20,376
|
)
|
|
|
48,927
|
|
|
|
(6,166
|
)
|
|
|
42,761
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11
|
/11
|
|
|
—
|
|
2427 Valley View Ln, Farmers Branch, TX
|
|
|
—
|
|
|
|
76
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
76
|
|
|
|
—
|
|
|
|
76
|
|
|
|
—
|
|
|
|
—
|
|
|
|
07
|
/12
|
|
|
—
|
|
GNB Land ARI 8/06 L2870
|
|
|
—
|
|
|
|
1,010
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,010
|
|
|
|
—
|
|
|
|
1,010
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
GNB Land Edina 6/07 L2875
|
|
|
—
|
|
|
|
7,955
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,023
|
)
|
|
|
7,955
|
|
|
|
(6,023
|
)
|
|
|
1,932
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
GNB Land Edina B1530
|
|
|
—
|
|
|
|
5,135
|
|
|
|
—
|
|
|
|
32
|
|
|
|
(3,692
|
)
|
|
|
5,135
|
|
|
|
(3,660
|
)
|
|
|
1,475
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Hollywood Casino Land Tract II, Farmers Branch, TX
|
|
|
—
|
|
|
|
3,192
|
|
|
|
—
|
|
|
|
1,346
|
|
|
|
—
|
|
|
|
3,192
|
|
|
|
1,346
|
|
|
|
4,538
|
|
|
|
—
|
|
|
|
—
|
|
|
|
03
|
/08
|
|
|
—
|
|
Lacy Longhorn Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
1,169
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(760
|
)
|
|
|
1,169
|
|
|
|
(760
|
)
|
|
|
409
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/04
|
|
|
—
|
|
Manhattan Land
|
|
|
—
|
|
|
|
(344
|
)
|
|
|
|
|
|
|
611
|
|
|
|
|
|
|
|
|
|
|
|
611
|
|
|
|
267
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Minivest Land, Dallas, TX
|
|
|
—
|
|
|
|
7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7
|
|
|
|
—
|
|
|
|
7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
04
|
/13
|
|
|
—
|
|
Mira Lago, Farmers Branch, TX
|
|
|
—
|
|
|
|
53
|
|
|
|
—
|
|
|
|
15
|
|
|
|
—
|
|
|
|
53
|
|
|
|
15
|
|
|
|
68
|
|
|
|
—
|
|
|
|
—
|
|
|
|
05
|
/01
|
|
|
—
|
|
Nicholson Croslin, Dallas, TX
|
|
|
—
|
|
|
|
184
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(118
|
)
|
|
|
184
|
|
|
|
(118
|
)
|
|
|
66
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/98
|
|
|
—
|
|
Nicholson Mendoza, Dallas, TX
|
|
|
—
|
|
|
|
80
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(51
|
)
|
|
|
80
|
|
|
|
(51
|
)
|
|
|
29
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/98
|
|
|
—
|
|
Senlac Land Tract II, Farmers Branch, TX
|
|
|
—
|
|
|
|
656
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
656
|
|
|
|
—
|
|
|
|
656
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/05
|
|
|
—
|
|
Valley View 34 (Mercer Crossing), Farmers Branch, TX
|
|
|
—
|
|
|
|
1,173
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(945
|
)
|
|
|
1,173
|
|
|
|
(945
|
)
|
|
|
228
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/08
|
|
|
—
|
|
Dominion Mercer, Farmers Branch, TX
|
|
|
11,125
|
|
|
|
4,040
|
|
|
|
—
|
|
|
|
2,998
|
|
|
|
—
|
|
|
|
4,040
|
|
|
|
2,998
|
|
|
|
7,038
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
/16
|
|
|
—
|
|
Mandahl Bay Land
|
|
|
—
|
|
|
|
667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
667
|
|
|
|
—
|
|
|
|
667
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/05
|
|
|
—
|
|
Meloy/Portage Land
|
|
|
—
|
|
|
|
5,119
|
|
|
|
|
|
|
|
|
|
|
|
(1,069
|
)
|
|
|
5,119
|
|
|
|
(1,069
|
)
|
|
|
4,050
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
McKinney 36, Collin County, TX
|
|
|
1,211
|
|
|
|
456
|
|
|
|
—
|
|
|
|
161
|
|
|
|
(19
|
)
|
|
|
456
|
|
|
|
142
|
|
|
|
598
|
|
|
|
—
|
|
|
|
—
|
|
|
|
01
|
/98
|
|
|
—
|
|
Travis Ranch Land, Kaufman County, TX
|
|
|
307
|
|
|
|
80
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
80
|
|
|
|
—
|
|
|
|
80
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/08
|
|
|
—
|
|
Travis Ranch Retail, Kaufman City, TX
|
|
|
—
|
|
|
|
1,517
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,517
|
|
|
|
—
|
|
|
|
1,517
|
|
|
|
—
|
|
|
|
—
|
|
|
|
08
|
/08
|
|
|
—
|
|
Total Land Held for Investment
|
|
$
|
27,783
|
|
|
$
|
90,721
|
|
|
$
|
—
|
|
|
$
|
20,167
|
|
|
$
|
(33,329
|
)
|
|
$
|
91,065
|
|
|
$
|
(13,162
|
)
|
|
$
|
77,559
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN REALTY INVESTORS, INC.
|
Schedule III
|
|
REAL ESTATE AND ACCUMULATED DEPRECIATION
|
Continued
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent to
|
|
|
Asset
|
|
|
Gross Amounts of Which
|
|
|
|
|
|
|
|
|
|
|
|
Life on Which
|
|
|
|
|
|
|
Initial Cost
|
|
|
Acquisition
|
|
|
Impairment
|
|
|
Carried at End of Year
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Latest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
|
|
|
|
|
|
|
Building &
|
|
|
|
|
|
|
Accumulated
|
|
|
Date of
|
|
|
Date
|
|
|
of Operation
|
|
Property/Location
|
|
Encumbrances
|
|
|
Land
|
|
|
Buildings
|
|
|
Improvements
|
|
|
Impairment
|
|
|
Land
|
|
|
Improvements
|
|
|
Total
|
|
|
Depreciation
|
|
|
Construction
|
|
|
Acquired
|
|
|
is Computed
|
|
|
|
(dollars in thousands)
|
|
Corporate Departments/Investments/Misc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCI - Corporate
|
|
|
119,786
|
|
|
|
—
|
|
|
|
660
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
660
|
|
|
|
660
|
|
|
|
4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total Corporate Departments/Investments/Misc.
|
|
$
|
119,786
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
660
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Properties Held for Investment
|
|
$
|
909,195
|
|
|
$
|
188,561
|
|
|
$
|
832,441
|
|
|
$
|
147,834
|
|
|
$
|
(51,409
|
)
|
|
$
|
188,905
|
|
|
$
|
928,866
|
|
|
$
|
1,117,427
|
|
|
$
|
177,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties Held for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Held for Sale
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Properties Held for Sale
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties Subject to Sales Contract Apartments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Aparments Subject to Sales Contract
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Total Commercial Subject to Sales Contract
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dominion Tract, Dallas, TX
|
|
$
|
1,079
|
|
|
$
|
2,083
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
|
(133
|
)
|
|
|
2,003
|
|
|
$
|
—
|
|
|
|
2,003
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
03
|
/99
|
|
|
—
|
|
Hollywood Casino Tract I, Farmers Branch, TX
|
|
|
420
|
|
|
|
1,608
|
|
|
|
—
|
|
|
|
125
|
|
|
|
(110
|
)
|
|
|
1,623
|
|
|
$
|
—
|
|
|
|
1,623
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/02
|
|
|
—
|
|
LaDue Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
1,845
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,845
|
|
|
$
|
—
|
|
|
|
1,845
|
|
|
|
—
|
|
|
|
—
|
|
|
|
07
|
/98
|
|
|
—
|
|
Three Hickory Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
1,202
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,202
|
|
|
$
|
—
|
|
|
|
1,202
|
|
|
|
—
|
|
|
|
—
|
|
|
|
03
|
/14
|
|
|
—
|
|
Travelers Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
21,511
|
|
|
|
—
|
|
|
|
4
|
|
|
|
—
|
|
|
|
21,515
|
|
|
$
|
—
|
|
|
|
21,515
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11
|
/06
|
|
|
—
|
|
Travelers Land, Farmers Branch, TX
|
|
|
—
|
|
|
|
6,891
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,978
|
)
|
|
|
1,913
|
|
|
$
|
—
|
|
|
|
1,913
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11
|
/06
|
|
|
—
|
|
Valwood Land
|
|
|
—
|
|
|
|
3,332
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,332
|
|
|
$
|
—
|
|
|
|
3,332
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walker Land, Dallas County, TX
|
|
|
—
|
|
|
|
19,167
|
|
|
|
—
|
|
|
|
70
|
|
|
|
(6,062
|
)
|
|
|
13,175
|
|
|
$
|
—
|
|
|
|
13,175
|
|
|
|
—
|
|
|
|
—
|
|
|
|
09
|
/06
|
|
|
—
|
|
Whorton Land, Bentonville, AR
|
|
|
—
|
|
|
|
3,510
|
|
|
|
—
|
|
|
|
568
|
|
|
|
(2,451
|
)
|
|
|
1,627
|
|
|
$
|
—
|
|
|
|
1,627
|
|
|
|
—
|
|
|
|
—
|
|
|
|
06
|
/05
|
|
|
—
|
|
Total Land Subject to Sales Contract
|
|
$
|
1,499
|
|
|
$
|
61,149
|
|
|
$
|
—
|
|
|
$
|
820
|
|
|
$
|
(13,734
|
)
|
|
$
|
48,235
|
|
|
$
|
—
|
|
|
$
|
48,235
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Properties Subject to Sales Contract
|
|
$
|
1,499
|
|
|
$
|
61,149
|
|
|
$
|
—
|
|
|
$
|
820
|
|
|
$
|
(13,734
|
)
|
|
$
|
48,235
|
|
|
$
|
—
|
|
|
$
|
48,235
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total Land Sold
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL: Real Estate
|
|
$
|
910,694
|
|
|
$
|
249,710
|
|
|
$
|
832,441
|
|
|
$
|
148,654
|
|
|
$
|
(65,143
|
)
|
|
$
|
237,140
|
|
|
$
|
928,866
|
|
|
$
|
1,165,662
|
|
|
$
|
177,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE III
(Continued)
AMERICAN REALTY INVESTORS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
(dollars in thousansds)
|
|
Reconciliation of Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1,
|
|
$
|
1,066,603
|
|
|
$
|
1,003,545
|
|
|
$
|
831,540
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, improvements and construction
|
|
|
129,483
|
|
|
|
112,762
|
|
|
|
216,090
|
|
Deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of real estate
|
|
|
(30,424
|
)
|
|
|
(49,704
|
)
|
|
|
(38,785
|
)
|
Asset impairments
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,300
|
)
|
Balance at December 31,
|
|
$
|
1,165,662
|
|
|
$
|
1,066,603
|
|
|
$
|
1,003,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1,
|
|
$
|
165,597
|
|
|
$
|
150,038
|
|
|
$
|
131,777
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
24,417
|
|
|
|
23,277
|
|
|
|
20,386
|
|
Deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of real estate
|
|
|
(12,468
|
)
|
|
|
(7,718
|
)
|
|
|
(2,125
|
)
|
Balance at December 31,
|
|
$
|
177,546
|
|
|
$
|
165,597
|
|
|
$
|
150,038
|
|
AMERICAN REALTY INVESTORS, INC.
|
MORTGAGE LOANS
|
December 31, 2017
|
Description
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Periodic Payment Terms
|
|
Prior Liens
|
|
Face Amount of Mortgage
|
|
Carrying Amount of Mortgage
|
|
Principal or Loans Subject to Delinquent Principal or Interest
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christine Tunney
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
49
|
|
48
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compton Partners
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
289
|
|
289
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Monier
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
97
|
|
97
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earl Samson III
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward Samson III
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H198, LLC
|
|
12.00%
|
|
01/20
|
|
|
|
—
|
|
5,907
|
|
5,907
|
|
—
|
Las Vegas Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hammon Operating Corporation
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
193
|
|
193
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold Wolfe
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
193
|
|
193
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herrick Partners
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
91
|
|
91
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary Anna MacLean
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
193
|
|
193
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Monier
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
304
|
|
304
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michale Witte
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palmer Brown Madden
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Schmaltz
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
203
|
|
203
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Baylis
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
193
|
|
193
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherman Bull
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
193
|
|
193
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Echo Station)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
9,719
|
|
1,809
|
|
1,481
|
|
—
|
100% Interest in UH of Temple, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE IV
(Continued)
AMERICAN REALTY INVESTORS, INC.
|
MORTGAGE LOANS
|
December 31, 2017
|
Description
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Periodic Payment Terms
|
|
Prior Liens
|
|
Face Amount of Mortgage
|
|
Carrying Amount of Mortgage
|
|
Principal or Loans Subject to Delinquent Principal or Interest
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
Unified Housing Foundation, Inc. (Inwood on the Park/UH of Inwood, LLC)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
22,227
|
|
5,462
|
|
3,639
|
|
—
|
100% Interest in UH of Inwood, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Kensington Park/UH of Kensington, LLC)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
18,723
|
|
4,310
|
|
3,933
|
|
—
|
100% Interest in UH of Kensington, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Lakeshore Villas/HFS of Humble, LLC) (31.5% of cash flow)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
15,756
|
|
8,836
|
|
6,369
|
|
—
|
Interest in Unified Housing Foundation Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Lakeshore Villas/HFS of Humble, LLC)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
15,965
|
|
2,959
|
|
2,732
|
|
—
|
100% Interest in HFS of Humble, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Limestone Ranch)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
18,641
|
|
12,335
|
|
7,953
|
|
—
|
100% Interest in UH of Vista Ridge, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Reserve at White Rock I)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
15,640
|
|
2,794
|
|
2,485
|
|
—
|
100% Interest in UH of Harvest Hill I, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Reserve at White Rock II)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
14,026
|
|
2,843
|
|
2,555
|
|
—
|
100% Interest in UH of Harvest Hill, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Timbers of Terrell)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
7,294
|
|
1,702
|
|
1,323
|
|
—
|
100% Interest in UH of Terrell, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Tivoli)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
10,398
|
|
12,761
|
|
7,966
|
|
—
|
100% Interest in UH of Tivoli, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified Housing Foundation, Inc. (Trails at White Rock)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
21,712
|
|
4,245
|
|
3,815
|
|
—
|
100% Interest in UH of Harvest Hill III, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H. Ingram
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William S. Urkiel
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
97
|
|
97
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
Willingham Revocable Trust
|
|
10.00%
|
|
09/17
|
|
Interest only paid quarterly.
|
|
—
|
|
96
|
|
96
|
|
—
|
Class A limited partnership interests in Edina Park Plaza Associates, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Various related party notes
|
|
various
|
|
various
|
|
Excess cash flow
|
|
—
|
|
1,349
|
|
1,349
|
|
—
|
Various non-related party notes
|
|
various
|
|
various
|
|
|
|
—
|
|
496
|
|
796
|
|
—
|
SCHEDULE IV
(Continued)
AMERICAN REALTY INVESTORS, INC.
|
MORTGAGE LOANS
|
December 31, 2017
|
Description
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Periodic Payment Terms
|
|
Prior Liens
|
|
Face Amount of Mortgage
|
|
Carrying Amount of Mortgage
|
|
Principal or Loans Subject to Delinquent Principal or Interest
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
Leman Development, Ltd.
(1)
|
|
0.00%
|
|
N/A
|
|
|
|
—
|
|
1,500
|
|
|
1,500
|
|
—
|
One Realco Corporation
(1)
|
|
3.00%
|
|
01/17
|
|
Interest and principal due at maturity.
|
|
—
|
|
10,000
|
|
|
7,000
|
|
—
|
Oulan-Chikh Family Trust
|
|
8.00%
|
|
03/21
|
|
|
|
—
|
|
174
|
|
|
174
|
|
—
|
Realty Advisors Management, Inc.
|
|
2.28%
|
|
12/16
|
|
Interest only paid quarterly.
|
|
—
|
|
20,387
|
|
|
20,387
|
|
—
|
Unified Housing Foundation, Inc. (Lakeshore Villas/HFS of Humble, LLC) (68.5% of cash flow)
|
|
12.00%
|
|
12/32
|
|
Excess cash flow
|
|
15,965
|
|
2,189
|
|
|
2,000
|
|
—
|
Unified Housing Foundation, Inc.
|
|
12.00%
|
|
12/18
|
|
Excess cash flow
|
|
—
|
|
3,994
|
|
|
3,994
|
|
—
|
Unified Housing Foundation, Inc.
|
|
12.00%
|
|
12/18
|
|
Excess cash flow
|
|
—
|
|
6,407
|
|
|
6,407
|
|
—
|
Unified Housing Foundation, Inc.
|
|
12.00%
|
|
06/20
|
|
Excess cash flow
|
|
|
|
5,760
|
|
|
5,760
|
|
|
Various related party notes
|
|
various
|
|
various
|
|
Excess cash flow
|
|
—
|
|
1,814
|
|
|
465
|
|
—
|
Various non-related party notes
|
|
various
|
|
various
|
|
|
|
—
|
|
16,048
|
|
|
15,252
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
117,913
|
|
|
|
|
|
|
|
|
Accrued interest
|
|
|
9,952
|
|
|
|
|
|
|
|
|
Allowance for estimated losses
|
|
|
(15,770
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
112,095
|
|
|
(1) Fully reserved
AMERICAN REALTY INVESTORS, INC.
MORTGAGE LOANS
As of December 31,
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1,
|
|
$
|
143,601
|
|
|
$
|
137,280
|
|
|
$
|
152,645
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
New mortgage loans
|
|
|
15,741
|
|
|
|
11,703
|
|
|
|
18,055
|
|
Increase (decrease) of interest receivable on mortgage loans
|
|
|
581
|
|
|
|
13,835
|
|
|
|
11,130
|
|
Deductions
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts received
|
|
|
(32,058
|
)
|
|
|
(19,217
|
)
|
|
|
(16,486
|
)
|
Non-cash reductions
|
|
|
—
|
|
|
|
—
|
|
|
|
(28,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
|
|
$
|
127,865
|
|
|
$
|
143,601
|
|
|
$
|
137,280
|
|