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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1996
Commission File Number 1-9948
AMERICAN REALTY TRUST, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 54-0697989
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, Texas 75231
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(Address of Principal Executive Offices) (Zip Code)
(214) 692-4700
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(Registrant's Telephone Number,
Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Common Stock, $.01 par value 6,740,328
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(Class) (Outstanding at April 30, 1996)
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This Form 10-Q/A amends the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 as follows:
ITEM 1. FINANCIAL STATEMENTS - pages 4 and 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - pages 15, 20 and 22
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AMERICAN REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------------------
1996 1995
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(dollars in thousands,
except per share)
<S> <C> <C>
Income
Rents.......................................... $ 5,310 $ 5,407
Interest ...................................... 1,138 1,323
Other.......................................... 342 (650)
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6,790 6,080
Expenses
Property operations............................ 3,710 3,879
Interest....................................... 3,146 1,757
Advisory and servicing fees to affiliate....... 320 304
General and administrative..................... 642 560
Depreciation and amortization.................. 437 440
Equity in losses of investees.................. 890 1,260
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9,145 8,200
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(Loss) before gain on sale of real estate and
extraordinary gain............................. (2,355) (2,120)
Gain on sale of real estate...................... 2,127 924
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(Loss) before extraordinary gain................. (228) (1,196)
Extraordinary gain............................... 13 315
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Net (loss)....................................... $ (215) $ (881)
=============== ==============
Earnings per share
(Loss) before extraordinary gain............... $ (.04) $ (.20)
Extraordinary gain............................. - .05
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Net (loss)..................................... $ (.04) $ (.15)
============= ============
Weighted average Common shares used in computing
earnings per share............................. 5,858,328 5,858,328
============= ============
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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AMERICAN REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 5. INVESTMENT IN REAL ESTATE ENTITIES (Continued)
Set forth below is summarized results of operations for the Company's
equity investees for the three months ended March 31, 1996:
Equity investee owned over 50%:
<TABLE>
<S> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,760
Property operating expenses . . . . . . . . . . . . . . . . (17,291)
Depreciation . . . . . . . . . . . . . . . . . . . . . . . (2,510)
Interest expense . . . . . . . . . . . . . . . . . . . . . (8,427)
--------
Net (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ (468)
========
</TABLE>
The Company's share of over 50% owned equity investees' losses was $138,000 for
the three months ended March 31, 1996.
Equity investees owned less than 50%:
<TABLE>
<S> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . $ 24,638
Equity in (loss) of partnerships . . . . . . . . . . . . (21)
Property operating expenses . . . . . . . . . . . . . . . (16,912)
Depreciation . . . . . . . . . . . . . . . . . . . . . . (3,467)
Interest expense . . . . . . . . . . . . . . . . . . . . (7,177)
--------
(Loss) before gains on sale of real estate and
extraordinary gains . . . . . . . . . . . . . . . . . . (2,939)
Gain on sale of real estate . . . . . . . . . . . . . . . 3,095
Extraordinary gain . . . . . . . . . . . . . . . . . . . 48
--------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ $204
========
</TABLE>
The Company's share of less than 50% owned equity investees' loss before gain
on the sales of real estate and extraordinary gains was $752,000 for the three
months ended March 31, 1996. The Company's share of equity investees gains on
sale of real estate and extraordinary gains was $1.6 million and $13,000,
respectively, for the three months ended March 31, 1996.
The Company's cash flow from the Trusts and NRLP is dependent on the ability of
each of the entities to make distributions. In the first quarter of 1993, CMET
and IORI resumed regular quarterly distributions, NRLP in the fourth quarter of
1993 and TCI in the fourth quarter of 1995. In the first three months of 1996,
the Company received aggregate distributions of $4.0 million from the Trusts
and NRLP.
In the first three months of 1996, the Company purchased a total of $210,000 of
equity securities of the Trusts and NRLP.
IORI was scheduled to begin liquidation of its assets prior to October 24,
1996. However, on March 15, 1996, IORI's stockholders approved a proposal to
convert IORI from a finite life business trust to a perpetual life corporation.
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AMERICAN REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. MARKETABLE EQUITY SECURITIES - TRADING PORTFOLIO
In January 1992, the Company entered into a partnership agreement with an
entity affiliated with the owner, at the time, of in excess of 14% of the
Company's outstanding shares of Common Stock, to acquire 287 developed
residential lots adjacent to the Company's other residential lots in Fort
Worth, Texas. The partnership agreement designates the Company as managing
general partner. The partnership agreement also provides each of the partners
with a guaranteed 10% return on their respective investments. Through December
31, 1995, 145 residential lots had been sold. In the first three months of
1996 an additional 21 lots were sold. At March 31, 1996, 121 lots remained to
be sold.
In the first quarter of 1994, the Company began purchasing equity securities of
entities other than those of the Trusts and NRLP to diversify and increase the
liquidity of its margin accounts. In the first three months of 1996, the
Company purchased $7.9 million and sold $8.8 million of such securities. These
equity securities are considered a trading portfolio and are carried at market
value. At March 31, 1996, the Company recognized an unrealized increase in the
market value of its
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
The Company expects an increase in cash flow from property operations during
the remainder of 1996. Such increase is expected to be derived from operations
of the Denver Merchandise Mart, the Inn at the Mart and the Oak Tree Village
Shopping Center. The Company also expects continued lot sales at its Texas
residential subdivisions and substantial sales of the Las Colinas, Texas land
to generate additional cash flow. See NOTE 4. "REAL ESTATE."
In October 1995, the Company purchased 92.6 acres of partially developed land
in Las Colinas, Texas. In February 1996, the Company entered into a contract
to sale 72.5 of the 92.6 acres for $12.9 million in cash. The contract calls
for the sale to close in two phases. The first phase is scheduled to close on
or before May 1996 but may be extended to July 1996, and the second phase is to
close on or before December 1996.
In March 1996, the Company sold 2.3 acres of the 74.9 acre parcel in Las
Colinas, Texas for $961,000 in cash. In accordance with the provisions of the
term loan, the Company applied the $891,000 net proceeds of the sale to pay
down the term loan.
In April 1996, the Company purchased for $10.7 million 80% of the common stock
of an entity formed to acquire 26 operating pizza parlors in various
communities in California's San Joaquin Valley.
Also in April 1996, the Company purchased a 28% general partner interest in
Campbell Center Associates, Ltd. for $550,000 in cash and a $500,000 four-year
note.
The Company expects that funds from existing cash resources, collections on
mortgage notes receivable, sales or refinancing of real estate and/or mortgage
notes receivable, and borrowings against its investments in marketable equity
securities, mortgage notes receivable and to the extent available, borrowings
from the Company's advisor, totaling $1.6 million at March 31, 1996, will be
sufficient to meet the cash requirements associated with the Company's current
and anticipated level of operations, maturing debt obligations and existing
commitments. To the extent that the Company's liquidity permits or financing
sources are available, the Company may make investments in real estate,
primarily investments in partially developed and/or raw land, continue making
additional investments in real estate entities and marketable equity securities
and fund or acquire mortgage notes.
The Company expects that it will be necessary for it to sell $11.1 million,
$6.0 million and $2.8 million of such land during the remainder of 1996 and in
each of the next two years, respectively, to satisfy the debt on its land
holdings as they mature. If the Company is unable to sell at least the minimum
amount of land to satisfy the debt obligations on such land as it matures, the
Company, if it was not able to extend such debt, would either sell other of its
assets to pay such debt or return the property to the lender.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
Notes Receivable. The Company has received $261,000 in principal payments in
the three months ended March 31, 1996, including a $51,000 payoff of a note
prior to its scheduled maturity.
Loans Payable. In February 1996, the Company refinanced $7.8 million of debt
collateralized by a mortgage note receivable with a balance of $18.4 million
which is secured by the Las Vegas Shopping Center in Las Vegas, Nevada, for
$12.0 million. The Company received net cash of $2.3 million after the payoff
of the existing debt, payment of closing costs
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
Interest income from mortgage notes receivable decreased from $1.3 million for
the three months ended March 31, 1995 to $1.1 million in 1996. The decrease
is due to the payoff of a mortgage note receivable in February 1995. Interest
income in 1996 is expected to approximate that of 1995.
Equity in losses of investees decreased from a loss of $1.3 million for the
three months ended March 31, 1995 to a loss of $890,000 in the comparable
period of 1996. The decrease in equity losses is attributable to a decrease in
the combined operating losses of the Trusts and NRLP from a combined operating
loss of $2.8 million for the three months ended March 31, 1995 to a combined
operating loss of $264,000 in 1996. Such improvement is generally attributable
to improved occupancy and increased rental rates.
Other income improved from a loss of $650,000 for the three months ended March
31, 1995 to income of $342,000 in 1996. The increase is primarily due to a
$629,000 unrealized gain on the Company's trading portfolio securities. See
NOTE 6. "MARKETABLE EQUITY SECURITIES - TRADING PORTFOLIO."
Interest expense increased from $1.8 million for the three months ended March
31, 1995 to $3.1 million in 1996. The increase is primarily attributable to
debt refinancings and the debt incurred related to the acquisition of two
parcels of land and one commercial property subsequent to March 1995. These
increases were offset in part by a decrease of $161,000 in interest expense due
to the sale of Boulevard Villas Apartments in February 1995.
Depreciation and amortization expense of $437,000 and advisory and mortgage
servicing fees of $320,000 for the three months ended March 31, 1996
approximated those in 1995.
General and administrative expenses increased from $560,000 for the three
months ended March 31, 1995 to $642,000 in 1996. The increase is primarily
attributable to legal fees and travel expenses incurred in 1996 relating to
pending acquisitions and refinancings.
In the three months ended March 31, 1996, the Company recognized a $538,000
gain on the sale of 2.3 acres of Las Colinas land. In addition, the Company
reported a $1.6 million gain representing the Company's share of the Trust's
gain on the sale of real estate. In the three months ended March 31, 1995, the
Company recognized a $924,000 gain on the sale of the Boulevard Villas
Apartments.
The Company reported a $13,000 extraordinary gain for the three months ended
March 31, 1996 representing the Company's share of an equity investee's
extraordinary gain from the early payoff of debt compared to $315,000 reported
in 1995, also representing the Company's share of an equity investee's
extraordinary gain from the early payoff of debt.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Recent Accounting Pronouncement (Continued)
to be depreciated. The Company adopted SFAS No. 121 effective January 1, 1996.
The adoption of SFAS No. 121 had no effect on the Company's net loss for the
three months ended March 31, 1996, as the Company's one depreciable asset
classified as held for sale is fully depreciated and none of the Company's
other long lived assets are considered to be impaired.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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