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<PAGE> 1
================================================================================
U.S. Securities and Exchange Commission
Washington, D.C. 20549
=======================================
Form 8-K/A
Amendment No. 1
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 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)
The accompanying pro forma consolidated statement of operations is presented as
if the Company's acquisitions of Roberts Properties Bentley Place, L.P.
effective March 1, 1996 for $7,235,000 and The Crestmark Club, L.P. effective
June 1, 1996 for $19,025,500 and the sale of the Autumn Ridge property had
occurred as of January 1, 1996. The acquisitions have been accounted for using
the purchase method of accounting. In management's opinion, all adjustments
necessary to reflect the effects of these transactions 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 ADJUSTMENTS
FOR FOR SALE OF
HISTORICAL ACQUISITIONS ACQUISITIONS AUTUMN RIDGE PRO FORMA
(A) (B)
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES: $ 15,197 $ 1,118 $(1,470) $ 14,845
--------- ------- ---------- ------- ----------
OPERATING EXPENSES:
Personnel 1,365 106 (168) 1,303
Utilities 932 75 (186) 821
Repairs, maintenance, and landscaping 956 65 (86) 935
Real Estate Taxes 1,149 106 (77) 1,178
Management fees to related party 760 65 (10) (C) (74) 741
Marketing, insurance & other 689 64 (110) 643
General & administrative expenses 926 926
Depreciation of real estate assets 4,974 286 167 (D) (579) 4,848
--------- ------- ---- ------- ----------
Total operating expenses 11,751 767 157 (1,280) 11,395
--------- ------- ---- ------- ----------
INCOME FROM OPERATIONS 3,446 351 (157) (190) 3,450
--------- ------- ---- ------- ----------
OTHER INCOME (EXPENSES):
Interest income 353 5 (8) 350
Interest expense (3,724) (365) (17) (E) 269 (3,837)
Amortization of deferred financing costs (141) (16) 14 (F) 6 (137)
Other amortization expense (67) (67)
--------- ------- ---- ------- ----------
Total other income (expenses) (3,579) (376) (3) 267 (3,691)
--------- ------- ---- ------- ----------
LOSS BEFORE MINORITY INTEREST
& EXTRAORDINARY ITEM (133) (25) (160) 77 (241)
MINORITY INTEREST 52 76 (G) (31) 97
--------- ------- ---- ------- ----------
LOSS BEFORE EXTRAORDINARY ITEM (81) (25) (84) 46 (144)
EXTRAORDINARY ITEM (99) (99)
--------- ------- ---- ------- ----------
NET LOSS $ (180) $ (25) $(84) $ 46 $ (243)
========= ======= ==== ======== ===========
PER SHARE DATA:
Loss before extraordinary item $ (0.02) $ (0.03)
========= ==========
Net Loss $ (0.05) $ (0.06)
========= ==========
Weighted average common shares assumed
to be outstanding 3,799,567 4,154,753 (H)
========= ==========
</TABLE>
<PAGE> 8
Notes to pro forma consolidated statement of operations (unaudited):
(A) Reflects the Roberts Properties Bentley Place, L.P. unaudited historical
statement of operations for the two months ended February 29, 1996, and
The Crestmark Club, L.P. unaudited historical statement of operations for
the five months ended May 31, 1996, prior to their acquisition by the
Company.
(B) 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.
(C) Reflects the reduction in management fees for The Crestmark Club, L.P.
from 6% to 5% of gross income from property operations as a result of
amending the management contract upon the acquisition of the Crestmark
Club Community ($10,000).
(D) Reflects an increase for the depreciation as a result of the purchase of
the Bentley Place Community ($12,000), and the Crestmark Club Community
($155,000).
(E) Reflects the reduction in interest expense ($1,000) associated with the
payoff of the note payable at the closing of the Bentley Place
acquisition. Reflects an increase in interest expense ($73,000) for the
$4,100,000 loan that was placed on the Bentley Place Community. The loan
has a fixed interest rate of 7.10% for a 10-year term with monthly
payments of principal and interest based on a 30-year amortization
schedule. Reflects a decrease in interest expense due to the payment of
the Crestmark land loans at the closing of the Acquisition of the Crestmark
Club Community ($55,000)
(F) Reflects a reduction in amortization expense ($1,000) for the write-off of
intangible assets as a result of the Bentley Place acquisition. Reflects
an increase in amortization expense ($2,000) for the estimated loan costs
of $73,000 associated with the loan to be secured by the Bentley Place
Community. Reflects the reduction in amortization expense ($15,000)
resulting from the write-off of the Crestmark Club, L.P.'s unamortized
loan costs.
(G) Represents the adjustment to reflect the 40.3% minority interest.
(H) Pro forma weighted average shares outstanding reflects historical weighted
average shares outstanding for the year ended December 31, 1996 adjusted to
give effect to (i) 744,940 shares of common stock issued in connection with
the acquisition of Bentley Place and (ii) 699,175 shares issued in the
offering of common stock in March and May as if such shares had been issued
on January 1, 1996. Earnings per share is unaffected by partners who
receive units in the Operating Partnership instead of shares of common
stock of the Company because unitholders and shareholders effectively share
equally in the income or loss of the Operating Partnership.
<PAGE> 9
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 24, 1997 By: /s/ Charles S. Roberts
-------------------------
Charles S. Roberts
Chairman of the Board, Chief
Executive Officer and President
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