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Previous: PUBLISHING CO OF NORTH AMERICA INC, 8-K/A, 1997-10-08 |
Next: RODI POWER SYSTEMS INC, SB-2/A, 1997-10-08 |
<PAGE> 1
================================================================================
U.S. Securities and Exchange Commission
Washington, D.C. 20549
=======================================
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
=======================================
Date of Report (Date of earliest event reported): August 26, 1997
Roberts Realty Investors, Inc.
(Exact name of Registrant as specified in charter)
Georgia 0-28048 56-2122873
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
8010 Roswell Road, Suite 120, Atlanta, Georgia 30350
(Address of principal executive offices) (Zip Code)
(770) 394-6000
(Registrant's Telephone Number, including Area Code)
================================================================================
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On August 26, 1997, Roberts Realty Investors, Inc. (the "Company")
completed the sale of Autumn Ridge for $10,601,000 in cash. Autumn
Ridge is a 207-unit apartment property located in Cobb County in the Atlanta
metropolitan area. Net sale proceeds were $5,045,000 after deduction for loan
repayment ($5,162,000) and closing costs and prorations ($394,000). The
purchaser, Benchmark Autumn Ridge Associates, L.P., is unaffiliated with the
Company and the transaction was negotiated at arm's length. In negotiating the
sales price, the Company considered, among other factors, the property's
historical and anticipated cash flows, the condition of the property, the
extensive renovations completed by the Company and market conditions.
Item 7. Financial Statements and Exhibits
(a) Pro Forma Financial Statements
(i) Pro forma condensed consolidated balance sheet dated June 30, 1997
(unaudited).
(ii) Pro forma consolidated statements of operations for the year ended
December 31, 1996 (unaudited) and the six months ended June 30, 1997
(unaudited).
<PAGE> 3
ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(IN THOUSANDS)
(UNAUDITED)
- -------------------------------------------------------------------------------
This unaudited pro forma consolidated balance sheet is presented as if the
Company's sale of the Autumn Ridge property had occurred on June 30, 1997. In
management's opinion, all adjustments necessary to reflect the effect of this
transaction have been made. This unaudited pro forma consolidated balance sheet
is not necessarily indicative of what the actual financial position would have
been at June 30, 1997, nor does it purport to represent the future financial
position of the Company.
<TABLE>
<CAPTION>
ADJUSTMENTS
FOR SALE OF
HISTORICAL AUTUMN RIDGE(A) PRO FORMA
ASSETS
<S> <C> <C> <C>
NET REAL ESTATE ASSETS $ 113,411 $ (8,583) $ 104,828
CASH AND CASH EQUIVALENTS 4,620 5,045 9,665
RESTRICTED CASH 718 718
OTHER ASSETS - NET 1,073 (74) 999
--------- --------- ---------
$ 119,822 $ (3,612) $ 116,210
========= ========= =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
LIABILITIES:
Mortgage notes payable 69,313 (4,910) 64,403
Other liabilities 4,088 (104) 3,984
--------- --------- ---------
73,401 (5,014) 68,387
MINORITY INTEREST 20,704 590 (B) 21,294
SHAREHOLDERS' EQUITY:
Common stock 42 42
Additional paid-in capital 30,073 30,073
Accumulated deficit (4,398) 812 (C) (3,586)
--------- --------- ---------
25,717 812 26,529
--------- --------- ---------
$ 119,822 $ (3,612) $ 116,210
========= ========= =========
</TABLE>
<PAGE> 4
Notes to pro forma condensed consolidated balance sheet (unaudited):
(A) Represents the Company's sale of the Autumn Ridge property having a net
book value of $8,583,000 and mortgage debt of $4,910,000 (which was
repaid). The sale price was $10,601,000 less a loan prepayment fee of
$252,000, unamortized loan costs of $74,000, and selling costs of
$226,000 resulting in a net gain of $1,466,000.
(B) Adjustment to reflect minority interest share of gain on transaction of
$654,000 net of adjustment of $64,000 to reflect minority interest in
consolidated net assets.
(C) Net gain on sale of $1,466,000 less minority interest share of $654,000.
<PAGE> 5
ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
- --------------------------------------------------------------------------------
The accompanying pro forma consolidated statement of operations is presented as
if the Company's sale of the Autumn Ridge property had occurred as of January 1,
1996. In management's opinion, all adjustments necessary to reflect the effects
of this transaction have been made. This unaudited pro forma consolidated
statement of operations is not necessarily indicative of what actual results of
operations would have been had this transaction occurred on January 1, 1996, nor
does it purport to represent the results of operations for future periods.
<TABLE>
<CAPTION>
ADJUSTMENTS
FOR SALE OF
HISTORICAL AUTUMN RIDGE(A) PRO FORMA
<S> <C> <C> <C>
OPERATING REVENUES: $ 8,691 $(832) $ 7,859
--------- ----- ---------
OPERATING EXPENSES:
Personnel 869 (101) 768
Utilities 557 (92) 465
Repairs, maintenance, and landscaping 493 (65) 428
Real Estate Taxes 733 (45) 688
Management fees to related party 211 (20) 191
Marketing, insurance & other 490 (49) 441
General & administrative expenses 560 560
Depreciation of real estate assets 2,913 (312) 2,601
--------- ----- ---------
Total operating expenses 6,826 (684) 6,142
--------- ----- ---------
INCOME FROM OPERATIONS 1,865 (148) 1,717
--------- ----- ---------
OTHER INCOME (EXPENSES):
Interest income 146 (4) 142
Interest expense (2,358) 176 (2,182)
Loss on disposal of assets (45) 9 (36)
Amortization of deferred financing costs (56) 4 (52)
Other amortization expense (16) (16)
Acquisition of Roberts Properties
Management, L.L.C. (5,900) ___ (5,900)
--------- ---------
Total other income (expenses) (8,229) 185 (8,044)
--------- ----- ---------
LOSS BEFORE MINORITY INTEREST (6,364) 37 (6,327)
MINORITY INTEREST 2,692 (16) 2,676
--------- ----- ---------
NET LOSS $ (3,672) $ 21 $ (3,651)
========= ===== =========
PER SHARE DATA:
Net Loss $ (0.88) $ (0.87)
========= =========
Weighted average common shares assumed
to be outstanding 4,186,329 4,186,329
========= =========
</TABLE>
<PAGE> 6
(A) On August 26, 1997, the Autumn Ridge property was sold and all of its
operating revenues and expenses have been eliminated for the period
presented in arriving at pro forma amounts. The sale resulted in a gain
of $1,792,000 and extraordinary charges of $326,000 related to debt
prepayment for a net gain of $1,466,000 which is not reflected in the
pro forma statement of operations.
<PAGE> 7
ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADJUSTMENTS
FOR SALE OF
HISTORICAL AUTUMN RIDGE PRO FORMA
<S> <C> <C> <C>
OPERATING REVENUES: $ 15,197 $(1,470) $ 13,727
--------- ------- -----------
OPERATING EXPENSES:
Personnel 1,365 (168) 1,197
Utilities 932 (186) 746
Repairs, maintenance, and landscaping 956 (86) 870
Real Estate Taxes 1,149 (77) 1,072
Management fees to related party 760 (74) 686
Marketing, insurance & other 689 (110) 579
General & administrative expenses 926 926
Depreciation of real estate assets 4,974 (579) 4,395
--------- ------- -----------
Total operating expenses 11,751 (1,280) 10,471
--------- ------- -----------
INCOME FROM OPERATIONS 3,446 (190) 3,256
--------- ------- -----------
OTHER INCOME (EXPENSES):
Interest income 353 (8) 345
Interest expense (3,724) 269 (3,455)
Amortization of deferred financing costs (141) 6 (135)
Other amortization expense (67) ___ (67)
--------- -----------
Total other income (expenses) (3,579) 267 (3,312)
--------- ------- -----------
LOSS BEFORE MINORITY INTEREST
& EXTRAORDINARY ITEM (133) 77 (56)
MINORITY INTEREST 52 (31) 21
--------- ------- -----------
LOSS BEFORE EXTRAORDINARY ITEM (81) 46 (35)
EXTRAORDINARY ITEM (99) ___ (99)
--------- -----------
NET LOSS $ (180) $ 46 $ (134)
========= ======= ===========
PER SHARE DATA:
Loss before extraordinary item $ (0.02) $ (0.01)
========= ===========
Net Loss $ (0.05) $ (0.04)
========= ===========
Weighted average common shares assumed
to be outstanding 3,799,567 3,799,567
========= ===========
</TABLE>
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be filed on its behalf by the
undersigned hereunto duly authorized.
ROBERTS REALTY INVESTORS, INC.
Date: October 7, 1997 By: /s/ Charles S. Roberts
-------------------------
Charles S. Roberts
Chairman of the Board, Chief
Executive Officer and President
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