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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 23, 2000
ROBERTS REALTY INVESTORS, INC.
(Exact name of Registrant as specified in charter)
GEORGIA 001-13183 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
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(Address of principal executive offices) (Zip Code)
(770) 394-6000
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(Registrant's Telephone Number, including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 23, 2000, Roberts Realty Investors, Inc. completed the sale of its Ivey
Brook community to Ivey Brook Apartments, Inc. for $14,550,000. Ivey Brook is a
146-unit apartment community located in Atlanta, Georgia. Net cash proceeds were
$7,256,000 after deducting:
- $6,190,000 for the mortgage note payable, which was assumed by the
buyer;
- $378,000 for closing costs and prorations; and
- $726,000 for a partnership profits interest to Roberts Properties,
Inc., a non-owned affiliate, under the terms of the agreement of
limited partnership of Roberts Properties Residential, L.P., through
which Roberts Realty conducts its business.
The purchaser is unaffiliated with Roberts Realty, and the transaction was
negotiated at arms-length. In negotiating the sales price, Roberts Realty
considered, among other factors:
- the Ivey Brook community's historical and anticipated cash flows;
- the condition and location of the community; and
- current market conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro Forma Financial Statements
(1) Pro forma condensed consolidated balance sheet as of March 31,
2000 (unaudited).
(2) Pro forma consolidated statements of operations for the three
months ended March 31, 2000 (unaudited) and for the year ended December
31, 1999 (unaudited).
(b) Exhibits
99.1 Press Release concerning the sale of Ivey Brook and the
special distribution to shareholders.
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ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
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This unaudited pro forma condensed consolidated balance sheet is presented as if
Roberts Realty had completed the sale of the Ivey Brook community on March 31,
2000. In management's opinion, all adjustments necessary to reflect the effect
of this transaction have been made. This unaudited pro forma condensed
consolidated balance sheet is not necessarily indicative of what the actual
financial position would have been at March 31, 2000, nor does it purport to
represent the future financial position of Roberts Realty.
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA THE
ADJUSTMENTS COMPANY
(A) FOR THE SALE PRO FORMA
HISTORICAL OF IVEY BROOK CONSOLIDATED
---------- ------------- ------------
<S> <C> <C> <C>
ASSETS
NET REAL ESTATE ASSETS $ 124,152 $ (10,188)(B) $ 113,964
CASH AND CASH EQUIVALENTS 2,081 7,306 (C) 9,387
RESTRICTED CASH 1,230 (31)(D) 1,199
OTHER ASSETS-NET 1,319 1,319
--------- --------- ---------
$ 128,782 $ (2,913) $ 125,869
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable $ 84,391 $ (6,209)(E) $ 78,182
Land note payable 5,000 5,000
Line of credit 2,000 2,000
Other liabilities 4,144 (31)(F) 4,113
--------- --------- ---------
Total liabilities 95,535 (6,240) 89,295
MINORITY INTEREST 11,304 1,131 (G) 12,435
SHAREHOLDERS' EQUITY
Common stock 50 50
Additional paid-in capital 25,055 (1,131)(G) 23,924
Treasury stock (1,128) (1,128)
Unamortized deferred compensation (119) (119)
(Accumulated deficit)/retained earnings (1,915) 3,327 (H) 1,412
--------- --------- ---------
Total shareholders' equity 21,943 2,196 24,139
$ 128,782 $ (2,913) $ 125,869
========= ========= =========
</TABLE>
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Notes to pro forma condensed consolidated balance sheet (unaudited):
(A) Reflects the unaudited historical consolidated balance sheet of Roberts
Realty as of March 31, 2000.
(B) Reflects a decrease for the net book value of Ivey Brook that was sold
on June 23, 2000.
(C) Reflects the net sales proceeds of $7,275,000 from the sale of Ivey
Brook on June 23, 2000 and $31,000 from the release of previously
restricted cash.
(D) Reflects the decrease from the release of restrictions on certain cash
balances as a result of the sale of Ivey Brook.
(E) Reflects a decrease for the $6,209,000 mortgage note payable as of
March 31, 2000 that was assumed by the buyer of Ivey Brook.
(F) Reflects the assumption by the buyer of security and pet deposits as a
result of the sale of Ivey Brook.
(G) Represents the adjustment necessary to reflect the 34.0% pro forma
minority interest in the aggregate gain of $3,309,000 on the sale of
Ivey Brook.
(H) Represents a gain of $3,309,000 on the sale of Ivey Brook.
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ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
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The accompanying unaudited pro forma consolidated statement of operations is
presented as if Roberts Realty had completed the sale of the Ivey Brook
community on January 1, 2000. In management's opinion, all adjustments necessary
to reflect the effect of this transaction have been made. This unaudited pro
forma consolidated statement of operations is not necessarily indicative of what
the actual financial position would have been at January 1, 2000, nor does it
purport to represent the results of operations for future periods.
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
(B)
PRO FORMA THE
ADJUSTMENTS COMPANY
(A) OR SALE OF PRO FORMA
HISTORICAL IVEY BROOK CONSOLIDATED
---------- ------------- ------------
<S> <C> <C> <C>
OPERATING REVENUES:
Rental operations $ 4,616 $ (424) $ 4,192
Other operating income 359 (52) 307
------- ------- -------
Total operating revenues 4,975 (476) 4,499
------- ------- -------
OPERATING EXPENSES:
Personnel 454 (42) 412
Utilities 328 (36) 292
Repairs, maintenance and landscaping 300 (27) 273
Real estate taxes 434 (33) 401
Marketing, insurance and other 208 (20) 188
General and administrative expenses 485 0 485
Depreciation of real estate assets 1,361 (113) 1,248
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Total operating expenses 3,570 (271) 3,299
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INCOME FROM OPERATIONS 1,405 (205) 1,200
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OTHER INCOME (EXPENSE):
Interest income 46 0 46
Interest expense (1,373) 111 (1,262)
Loss on disposal of assets (39) 6 (33)
Amortization of deferred financing costs (57) 4 (53)
------- ------- -------
Total other expense (1,423) 121 (1,302)
------- ------- -------
LOSS BEFORE
MINORITY INTEREST (18) (84) (102)
MINORITY INTEREST OF
UNITHOLDERS IN THE
OPERATING PARTNERSHIP 6 29 35
------- ------- -------
NET LOSS $ (12) $ (55) $ (67)
======= ======= =======
</TABLE>
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INCOME PER COMMON SHARE - BASIC AND DILUTED:
<TABLE>
<S> <C> <C> <C>
Net loss $ (0.00) $ (0.01) $ (0.01)
========== ========== ==========
Weighted average common shares - basic 4,844,337 4,844,337 4,844,337
Weighted average common shares - diluted 7,405,986 7,405,986 7,405,986
</TABLE>
Notes to pro forma consolidated statement of operations (unaudited):
(A) Reflects the unaudited historical consolidated statement of operations
of Roberts Realty for the three months ended March 31, 2000.
(B) Reflects the historical statement of operations for Ivey Brook for the
three months ended March 31, 2000.
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ROBERTS REALTY INVESTORS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1999
(UNAUDITED)
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The accompanying unaudited pro forma consolidated statement of operations is
presented as if Roberts Realty had completed the sale of both the Ivey Brook and
Bentley Place communities on January 1, 1999. In management's opinion, all
adjustments necessary to reflect the effect of this transaction have been made.
This unaudited pro forma consolidated statement of operations is not necessarily
indicative of what the actual financial position would have been at January 1,
1999, nor does it purport to represent the results of operations for future
periods.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) (B) (C)
PRO FORMA PRO FORMA THE
ADJUSTMENTS ADJUSTMENTS COMPANY
(A) FOR SALE OF FOR SALE OF PRO FORMA
HISTORICAL BENTLEY PLACE IVEY BROOK CONSOLIDATED
---------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Rental operations $ 18,163 $ (675) $ (1,682) $ 15,806
Other operating income 1,221 (27) (140) 1,054
--------- --------- --------- ---------
Total operating revenues 19,384 (702) (1,822) 16,860
--------- --------- --------- ---------
OPERATING EXPENSES:
Personnel 1,785 (74) (170) 1,541
Utilities 1,301 (28) (125) 1,148
Repairs, maintenance and landscaping 1,180 (61) (63) 1,056
Real estate taxes 1,574 (61) (128) 1,385
Marketing, insurance and other 848 (30) (65) 753
General and administrative expenses 1,964 0 0 1,964
Depreciation of real estate assets 5,529 (189) (498) 4,842
--------- ---------- --------- ---------
Total operating expenses 14,181 (443) (1,049) 12,689
--------- ---------- --------- ---------
INCOME FROM OPERATIONS 5,203 (259) (773) 4,171
--------- ---------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 159 (2) (4) 153
Interest expense (5,244) 184 447 (4,613)
Loss on disposal of assets (81) 5 6 (70)
Amortization of deferred financing costs (219) 8 15 (196)
Other amortization expense (11) 0 0 (11)
--------- --------- --------- ----------
Total other expense (5,396) 195 464 (4,737)
--------- --------- --------- ----------
LOSS BEFORE MINORITY
INTEREST, GAIN ON SALE OF
REAL ESTATE ASSET AND
EXTRAORDINARY ITEM (193) (64) (309) (566)
MINORITY INTEREST OF
UNITHOLDERS IN THE
OPERATING PARTNERSHIP 70 23 112 205
--------- --------- --------- ---------
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
LOSS BEFORE GAIN ON SALE OF
REAL ESTATE ASSET AND
EXTRAORDINARY ITEM (123) (41) (197) (361)
GAIN ON SALE OF REAL ESTATE
ASSET, net of minority interest
of unitholders in the operating
partnership 1,023 (1,023) 0 0
--------- --------- --------- ---------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 900 (1,064) (197) (361)
EXTRAORDINARY ITEM-loss on early
extinguishment of debt, net of
minority interest of unitholders
in the operating partnership (184) 184 0 0
--------- --------- --------- ---------
NET (LOSS) INCOME $ 716 $ (880) $ (197) $ (361)
========= ========== ========= =========
INCOME PER COMMON SHARE - BASIC AND DILUTED:
Income (loss) before extraordinary item $ 0.19 $ (0.23) $ (0.04) $ (0.08)
Extraordinary items (0.04) 0.04 0.00 0.00
--------- --------- --------- ---------
Net income (loss) $ 0.15 $ (0.19) $ (0.04) $ (0.08)
========= ========= ========= =========
Weighted average common
shares - basic 4,737,008 4,737,008 4,737,008 4,737,008
Weighted average common
shares - diluted 7,448,757 7,448,757 7,448,757 7,448,757
</TABLE>
Notes to pro forma consolidated statement of operations (unaudited):
(A) Reflects the unaudited historical consolidated statement of operations
of Roberts Realty for the twelve months ended December 31, 1999.
(B) Reflects the historical statement of operations for the Bentley Place
community for the period January 1, 1999 through August 23, 1999, the
date the community was sold.
(C) Reflects the historical statement of operations for Ivey Brook for the
twelve months ended December 31, 1999.
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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.
Dated: July 7, 2000 By: /s/ Charles R. Elliott
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Charles R. Elliott
Chief Financial Officer
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Press Release concerning the sale of Ivey Brook and the
declaration of a special distribution.
</TABLE>
