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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997
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Commission File Number 1-9948
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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)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $.01 par value New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
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 at least the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 6, 1998, the Registrant had 10,711,921 shares of Common Stock
outstanding. Of the total shares outstanding 3,933,513 were held by other than
those who may be deemed to be affiliates, for an aggregate value of $57,528,000
based on the closing price on the New York Stock Exchange on March 6, 1998. The
basis of this calculation does not constitute a determination by the Registrant
that all of such persons or entities are affiliates of the Registrant as defined
in Rule 405 of the Securities Act of 1933, as amended.
Documents Incorporated by Reference:
Consolidated Financial Statements of National Realty, L.P.;
Commission File No. 1-9648
Consolidated Financial Statements of Continental Mortgage and Equity Trust;
Commission File No. 0-10503
Consolidated Financial Statements of Income Opportunity Realty Investors, Inc.;
Commission File No. 1-9525
Consolidated Financial Statements of Transcontinental Realty Investors, Inc.;
Commission File No. 1-9240
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This Form 10-K/A Amendment No. 1 amends the Registrant's annual report on Form
10-K for the year ended December 31, 1997 as follows:
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Liquidity and Capital Resources - page 45 and 48.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - page 67
NOTE 3. NOTES AND INTEREST RECEIVABLE - page 71.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
American Realty Trust, Inc. (the "Company") was organized in 1961 to provide
investors with a professionally managed, diversified portfolio of real estate
and mortgage loan investments selected to provide opportunities for capital
appreciation as well as current income.
Liquidity and Capital Resources
General. Cash and cash equivalents at December 31, 1997 aggregated $5.3
million, compared with $1.3 million at December 31, 1996. Although the Company
anticipates that during 1998 it will generate excess cash from operations, as
discussed below, such excess cash is not sufficient to discharge all of the
Company's debt obligations as they mature. The Company will therefore again
rely on externally generated funds, including borrowings against its
investments in various real estate entities, mortgage notes receivable, the
sale or refinancing of properties and, to the extent available and necessary,
borrowings from its advisor to meet its debt service obligations, pay taxes,
interest and other non-property related expenses.
Notes payable totaling $89.0 million are scheduled to mature during 1998. The
Company has the option of extending the maturity dates to April and June 1999
of $18.3 million of that amount. The lender on an additional $19.5 million has
agreed to extend the maturity date to February 2000. In January and February
1998, the Company has also paid off $8.7 million of such maturing debt.
The Company expects an increase in cash flow from property operations in 1998.
Such increase is expected to be derived from operations of the Collection Office
and Retail Center, the Preston Square Shopping Center, the Williamsburg
Hospitality House and the four Piccadilly hotels, all of which were acquired
during 1997. The Company is also expecting continued lot sales at its Texas
residential subdivision and substantial sales of land to generate additional
cash flow.
Net cash from operating activities decreased from $2.4 million in 1996 to a
deficit of $16.6 million in 1997. Fluctuations in the components of cash flow
from operations are discussed in the paragraphs that follow.
Net cash from pizza operations (sales less cost of sales) in 1997 was $5.2
million. Pizza operations were consolidated effective May 1, 1997. See NOTE
7. "ACQUISITION OF PIZZA WORLD SUPREME, INC."
Net cash from property operations (rent collected less payments for expenses
applicable to rental income) increased from $4.0 million in 1996 to $5.4
million in 1997. Of this increase $2.7 million relates to the Company having
acquired five hotels (one of which was through foreclosure) and two shopping
centers in 1997. An additional $450,000 was due to increased rental income at
the Company's merchandise mart and at two of its hotels. These increases were
partially offset by a decrease of $1.3 million due to costs relating to 15 land
parcels acquired in 1997.
Interest collected decreased to $2.6 million in 1997 from $4.3 million in 1996.
The decrease is attributable to the sale of two notes receivable and the payoff
of a third note receivable in 1997.
Interest paid increased from $9.6 million in 1996 to $19.1 million in 1997.
The increase is due to the debt associated with five hotels, two shopping
centers and 15 land parcels acquired in 1997.
Advisory and servicing fees paid increased from $1.5 million in 1996 to $2.7
million in 1997. The increase is due to an increase in the Company's gross
assets, the basis for such fee.
General and administrative expenses paid increased from $3.1 million in 1996 to
$7.0 million in 1997. The increase is attributable to a $1.1 million increase
in legal fees and travel expenses relating to potential acquisitions,
financings and refinancings, a $1.1 million increase in advisor cost
reimbursements and $2.1 million is attributable to the general and
administrative expenses of the Company's pizza operations which were
consolidated effective May 1, 1997. See NOTE 7. "ACQUISITIONS OF PIZZA WORLD
SUPREME, INC."
Distributions from equity investees' decreased from $9.1 million in 1996 to
$5.7 million in 1997. Included in 1996 distributions, was a special
distribution of $3.3 million from National Realty, L.P. ("NRLP").
Distributions to minority interest holders were $1.4 million in 1997. This
represents preferred returns paid to limited partner unitholders of five
consolidated partnerships. See NOTE 4. "REAL ESTATE" and NOTE 13. "PREFERRED
STOCK."
Net cash from marketable equity securities trading was $944,000 in 1996 and a
use of $4.6 million in 1997. See NOTE 8. "MARKETABLE EQUITY SECURITIES -
Trading Portfolio."
In 1997, the Company sold a total of 1,610.3 acres of land in Las Colinas,
Houston, Irving and Collin County, Texas and Denver, Colorado in 20 separate
transactions for a total of $52.2 million. The Company applied $23.5 million of
the net sales proceeds to paydown the loans secured by such land. In addition,
the Company sold an office building in St. Louis, Missouri, and a shopping
center in Manitowoc, Wisconsin, for a total of $6.7 million in cash. The Company
received net cash of $2.2 million, after the payoff of $3.5 million in existing
mortgage debt secured by such properties.
In 1997, the Company purchased a total of 5,221.4 acres of land in Palm Desert,
and Santa Clarita, California and Austin, Collin County, Dallas County, Farmers
Branch, Harris County, Irving, Plano and Tarrant County, Texas, for a total of
$121.6 million. The Company paid $44.4 million in cash and obtained new or
seller financing of $77.2 million.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
cash of $4.9 million, after the payoff of $6.2 million in existing mortgage
debt secured by the property, an additional $3.0 million being applied to
payoff the Jefferies land loan and $1.4 million being applied to paydown the
Las Colinas I land term loan.
In July 1997, the Company obtained a third lien mortgage of $2.0 million
secured by the Pin Oak land.
In September 1997, the Company refinanced the Las Colinas I land Double O tract
for $7.3 million. The Company received net cash of $2.1 million, after the
payoff of $5.0 million in existing mortgage debt.
In October 1997, the Company refinanced the Oaktree Village Shopping Center for
$1.5 million. The Company received no net cash after the payoff of $1.4 million
in existing mortgage debt and the payment of various closing costs associated
with the financing. Also in October 1997, the Company refinanced the Denver
Merchandise Mart for $25.0 million. The Company received net cash of $10.2
million, after the payoff of $14.8 million in existing mortgage debt and the
payment of various closing costs associated with the financing.
In November 1997, the Company obtained mortgage financing of $5.4 million
secured by 33.9 acres of previously unencumbered Valwood land, Lacy Longhorn
land, Thompson land, and Tomlin land. The Company received net financing
proceeds of $4.8 million after the payment of various closing costs associated
with the financing.
In December 1997, the Company refinanced the Inn at the Mart in Denver,
Colorado, for $4.0 million. The Company received net cash of $1.4 million, after
the payoff of $2.0 million in existing mortgage debt and the payment of various
closing costs associated with the financing.
In August 1996, the Company consolidated its existing NRLP margin debt held by
the various brokerage firms into a single loan of $20.3 million. The loan is
secured by the Company's NRLP units with a market value of at least 50% of the
principal balance of the loan. As of December 31, 1997, 3,349,535 NRLP units
with a market value of $80.0 million were pledged as security for such loan. In
July 1997, the lender advanced an additional $3.7 million, increasing the loan
balance to $24.0 million.
Also in August 1996, the Company obtained a $2.0 million loan from a financial
institution secured by a pledge of equity securities of Continental Mortgage and
Equity Trust ("CMET"), Income Opportunity Realty Investors, Inc. ("IORI") and
Transcontinental Realty Investors, Inc. ("TCI") (collectively the "REITs") owned
by the Company and Common Stock of the Company owned by the Company's advisor,
with a market value of $4.0 million. The Company received $2.0 million in net
cash
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AMERICAN REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying Consolidated Financial Statements of American Realty Trust,
Inc. and consolidated entities (the "Company") have been prepared in conformity
with generally accepted accounting principles, the most significant of which are
described in NOTE 1. "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES." These, along
with the remainder of 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 1995 and 1996 have been reclassified to conform to the 1997
presentation. Shares and per share data have been restated for the 2 for 1
forward Common Stock splits effected February 17, 1997 and January 2, 1996.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and company business. American Realty Trust, Inc. ("ART"), a
Georgia corporation, is successor to a District of Columbia business trust, that
primarily invests in real estate and real estate-related entities and purchases
and originates mortgage loans.
Basis of consolidation. The Consolidated Financial Statements include the
accounts of ART, and all majority-owned subsidiaries and controlled
partnerships other than National Realty, L.P. ("NRLP") and during the period
April 1996 to April 1997 for Pizza World Supreme, Inc. ("PWSI"). The Company
uses the equity method to account for its investment in NRLP as control is
considered to be temporary. The Company used the equity method to account for
its investment in PWSI from April 1996 to April 1997 as control was considered
to be temporary. See NOTE 2. "SYNTEK ASSET MANAGEMENT, L.P." and NOTE 7.
"ACQUISITION OF PIZZA WORLD SUPREME, INC." All significant intercompany
transactions and balances have been eliminated.
Accounting estimates. In the preparation of the Company's Consolidated Financial
Statements in conformity with generally accepted accounting principles it was
necessary for the Company's 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 then
ended. Actual results could differ from these estimates.
Interest recognition on notes receivable. It is the Company's policy to cease
recognizing interest income on notes receivable that have been delinquent for 60
days or more. In addition, accrued but unpaid interest income is only recognized
to the extent that the net realizable value of the underlying collateral exceeds
the carrying value of the receivable.
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AMERICAN REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. NOTES AND INTEREST RECEIVABLE
<TABLE>
<CAPTION>
1997 1996
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Estimated Estimated
Fair Book Fair Book
Value Value Value Value
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<S> <C> <C> <C> <C>
Notes Receivable
Performing (including $1,307
in 1997 and $13,563 in 1996
from affiliates).................... $ 9,217 $ 9,340 $ 52,939 $ 55,161
Nonperforming, nonaccruing............. 26,344 23,212 1,884 1,584
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$ 35,561 32,552 $ 54,823 56,745
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Interest receivable.................... 380 445
Unamortized premiums/
(discounts)......................... (124) (162)
Deferred gains.......................... (4,884) (4,617)
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$ 27,924 $ 52,411
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</TABLE>
The Company recognizes interest income on nonperforming notes receivable on a
cash basis. For the years 1997, 1996 and 1995 unrecognized interest income on
such nonperforming notes receivable totaled $2.2 million, $1.6 million and $1.2
million, respectively.
Notes receivable at December 31, 1997, mature from 1998 to 2014 with interest
rates ranging from 6.0% to 12.9% and a weighted average rate of 12.78%. A small
percentage of these notes receivable carry a variable interest rate. Notes
receivable include notes generated from property sales which have interest rates
adjusted at the time of sale to yield rates ranging from 6% to 14%. Notes
receivable are generally nonrecourse and are generally collateralized by real
estate. Scheduled principal maturities of $31.2 million are due in 1998 of which
$23.2 million is due on nonperforming notes receivable.
In 1990, in conjunction with the sale of its first lien mortgage note
receivable secured by the Williamsburg Hospitality House, the Company retained
a $1.1 million participation. The sales price of the note exceeded the
Company's carrying value by the amount of the participation and at December 31,
1996, such participation was deducted from notes receivable. Such
participation was discharged in conjunction with the Company's foreclosure of
its $8.9 million junior mortgage note receivable secured by the Williamsburg
Hospitality House, as discussed below.
In August 1990, the Company obtained the Continental Hotel and Casino in Las
Vegas, Nevada, through foreclosure subject to first and second lien mortgages
totaling $10.0 million. In June 1992, the Company sold the hotel and casino
accepting, among other consideration, a $22.0 million wraparound mortgage note
receivable. The Company recorded a deferred gain of $4.6 million in connection
with the sale of the hotel and casino resulting from a disputed third lien
mortgage being subordinated to the Company's wraparound mortgage note
receivable. In March 1997, the wraparound note was modified and extended. In
exchange for the extension, the borrower was required to invest $2.0 million in
improvements to the hotel and casino within four months of the March 1997
modification and an additional $2.0 million prior to December 1997. The borrower
also pledged 1,500,000 shares of common stock in Crowne Ventures, Inc., as
additional collateral. The Company's wraparound mortgage note receivable had a
principal balance of $13.3 million at
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN REALTY TRUST, INC.
Dated: January 26, 1999 By: /s/ Karl L. Blaha
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Karl L. Blaha
Director and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
By: /s/ Karl L. Blaha By: /s/ Cliff Harris
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Karl L. Blaha Cliff Harris
Director and President Director
By: /s/ Roy E. Bode By: /s/ Al Gonzalez
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Roy E. Bode Al Gonzalez
Director Director
By: /s/ Thomas A. Holland
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Thomas A. Holland
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: January 26, 1999
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