AMERICAN REALTY INVESTORS INC - Quarter Report: 2011 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-15663

AMERICAN REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

75-2847135

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234

(Address of principal executive offices)

(Zip Code)

(469) 522-4200

(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. xYes ¨No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) xYes ¨No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes xNo.

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		11,525,389
(Class)		(Outstanding at November 5, 2011)

AMERICAN REALTY INVESTORS, INC.

FORM 10-Q

TABLE OF CONTENTS


		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets at September 30, 2011 (unaudited) and December 31, 2010		3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (unaudited)		4

	Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2011 (unaudited)		5

	Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2011 and 2010 (unaudited)		6

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited)		7

	Notes to Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34

Item 4.	Controls and Procedures		34

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		35

Item 6.	Exhibits		36

SIGNATURES			37

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	September 30, 2011		December 31, 2010
	(dollars in thousands, except share and par value amounts)
Assets
Real estate, at cost	$	1,066,572	$	1,170,214
Real estate subject to sales contracts at cost, net of depreciation ($66,651 and $75,639 in 2011 and 2010)		170,990		295,921
Less accumulated depreciation		(114,534)		(133,550)

Total real estate		1,123,028		1,332,585
Notes and interest receivable

Performing (including $80,761 and $89,982 in 2011 and 2010 from affiliates and related parties)		85,313		99,839
Non-performing		4,582		3,123
Less allowance for estimated losses (including $8,962 and $9,926 in 2011 and 2010 from affiliates and related parties)		(13,384)		(14,348)

Total notes and interest receivable		76,511		88,614
Cash and cash equivalents		9,360		12,649
Investments in unconsolidated subsidiaries and investees		12,498		12,491
Affiliate receivable		12,499		-
Other assets (including $0 in 2011 and $164 in 2010 from affiliates and related parties)		90,235		110,936

Total assets	$	1,324,131	$	1,557,275


Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable	$	814,975	$	913,134
Notes related to subject to sales contracts		188,742		315,547
Stock-secured notes payable and margin debt		23,655		23,100
Affiliate payables		-		12,219
Deferred gain (including $96,279 and $93,921 in 2011 and 2010 from sales to related parties)		103,064		98,504
Accounts payable and other liabilities (including $1,806 and $1,539 in 2011 and 2010 to affiliates and related parties)		96,411		88,506

		1,226,847		1,451,010
Shareholders’ equity:
Preferred stock, $2.00 par value, authorized 15,000,000 shares, issued and outstanding Series A, 3,353,954 shares in 2011 and $3,389,546 in 2010 (liquidation preference $10 per share), including 900,000 shares in 2011 and 2010 held by subsidiaries		4,908		4,979

Common stock, $.01 par value, authorized 100,000,000 shares; issued 11,941,174 and 11,874,138, and outstanding 11,525,389 and 11,466,853 shares in 2011 and in 2010		115		114

Treasury stock at cost; 415,785 and 407,285 shares in 2011 and 2010 and 238,789 and 276,972 shares held by TCI (consolidated) as of 2011 and 2010		(6,395)		(6,333)
Paid-in capital		110,030		110,419
Retained earnings		(42,192)		(47,776)
Accumulated other comprehensive income		(786)		(786)

Total American Realty Investors, Inc. shareholders’ equity		65,680		60,617


Non-controlling interest		31,604		45,648

Total equity		97,284		106,265

Total liabilities and equity	$	1,324,131	$	1,557,275

The accompanying notes are an integral part of these consolidated financial statements.

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2011		2010		2011		2010
	(dollars in thousands, except share and per share amounts)
Revenues:
Rental and other property revenues (including $17 and $340 for the three months and $50 and $1,026 for the nine months ended 2011 and 2010 respectively from affiliates and related parties)	$	34,590	$	32,406	$	101,974	$	98,416

Expenses:
Property operating expenses (including $355 and $382 for the three months and $1,240 and $1,132 for the nine months ended 2011 and 2010 respectively from affiliates and related parties)		19,666		19,446		57,390		59,479
Depreciation and amortization		5,768		6,173		17,395		18,032
General and administrative (including $1,011 and $647 for the three months and $2,429 and $3,066 for the nine months ended 2011 and 2010 respectively from affiliates and related parties)		3,816		2,180		11,101		7,456
Provision on impairment of notes receivable and real estate assets		-		-		5,622		-
Advisory fee to affiliate		3,241		3,972		10,225		12,017

Total operating expenses		32,491		31,771		101,733		96,984


Operating income		2,099		635		241		1,432

Other income (expense):
Interest income (including $448 and $792 for the three months and $2,051 and $2,959 for the nine months ended 2011 and 2010 respectively from affiliates and related parties)		1,039		997		2,910		3,825
Other income		115		641		1,881		1,857
Mortgage and loan interest (including $48 and $708 for the three months and $1,628 and $2,443 for the nine months ended 2011 and 2010 respectively from affiliates and related parties)		(15,041)		(16,479)		(47,283)		(52,324)
Gain on sale of investments		91		-		91		673
Gain (loss) on foreign currency translation		-		(11)		-		222
Earnings from unconsolidated subsidiaries and investees		(30)		(3)		(104)		(96)


Total other expenses		(13,826)		(14,855)		(42,505)		(45,843)

Loss before gain on land sales, non-controlling interest, and taxes		(11,727)		(14,220)		(42,264)		(44,411)
Gain (loss) on land sales		(942)		(72)		18,431		(4,187)


Loss from continuing operations before tax		(12,669)		(14,292)		(23,833)		(48,598)
Income tax expense		(2,867)		(1,099)		(5,335)		(1,477)

Net loss from continuing operations		(15,536)		(15,391)		(29,168)		(50,075)

Discontinued operations:

Loss from discontinued operations		(64)		(3,480)		(4,831)		(6,248)
Gain on sale of real estate from discontinued operations		8,256		6,619		20,073		12,279
Income tax benefit from discontinued operations		2,867		1,099		5,335		2,111

Net income from discontinued operations		11,059		4,238		20,577		8,142
Net loss		(4,477)		(11,153)		(8,591)		(41,933)
Net loss attributable to non-controlling interest		4,830		2,140		14,175		7,260

Net income (loss) attributable to American Realty Investors, Inc.		353		(9,013)		5,584		(34,673)
Preferred dividend requirement		(613)		(626)		(1,843)		(1,870)

Net income (loss) applicable to common shares	$	(260)	$	(9,639)	$	3,741	$	(36,543)


Earnings per share - basic
Loss from continuing operations	$	(0.98)	$	(1.21)	$	(1.46)	$	(3.88)
Income from discontinued operations		0.96		0.37		1.79		0.71

Net income (loss) applicable to common shares	$	(0.02)	$	(0.84)	$	0.33	$	(3.17)


Earnings per share - diluted
Loss from continuing operations	$	(0.98)	$	(1.21)	$	(1.46)	$	(3.88)
Income from discontinued operations		0.96		0.37		1.79		0.71

Net income (loss) applicable to common shares	$	(0.02)	$	(0.84)	$	0.33	$	(3.17)


Weighted average common share used in computing earnings per share		11,525,389		11,485,444		11,514,749		11,503,163
Weighted average common share used in computing diluted earnings per share		11,525,389		11,485,444		11,514,749		11,503,163

Amounts attributable to American Realty Investors, Inc.
Loss from continuing operations	$	(10,706)	$	(13,251)	$	(14,993)	$	(42,815)
Income from discontinued operations		11,059		4,238		20,577		8,142

Net income (loss)	$	353	$	(9,013)	$	5,584	$	(34,673)

The accompanying notes are an integral part of these consolidated financial statements.

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2011

(unaudited)

(dollars in thousands)


	Total Capital		Comprehensive Loss		Series A Preferred Stock						Treasury Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest

							Common Stock
							Shares		Amount

Balance, December 31, 2010	$	106,265	$	(130,713)	$	4,979		11,874,138	$	114	$	(6,333)	$	110,419	$	(47,776)	$	(786)	$	45,648
Net income (loss)		(8,591)		(8,591)		-		-		-		-		-		5,584		-		(14,175)
Sale of controlling interest		2,384		-		-		-		-		-		1,787		-		-		597
Acquisition of non-controlling interest		(135)		-		-		-		-		-		(109)		-		-		(26)
Distribution of non-controlling interest		(765)		-		-		-		-		-		(325)		-		-		(440)
Conversion of preferred stock into common stock		31		-		(71)		67,036		1		-		101		-		-		-
Series A preferred stock cash dividend ($1.00 per share)		(1,843)		-		-		-		-		-		(1,843)		-		-		-
Repurchase/sale of treasury shares, net		(62)		-		-		-		-		(62)		-		-		-		-

Balance, September 30, 2011	$	97,284	$	(139,304)	$	4,908		11,941,174	$	115	$	(6,395)	$	110,030	$	(42,192)	$	(786)	$	31,604

The accompanying notes are an integral part of these consolidated financial statements.

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)


	For the Nine Months Ended September 30,
	2011			2010
	(dollars in thousands)
Net loss	$	(8,591	)	$	(41,933	)
Other comprehensive loss
Unrealized loss on foreign currency translation		-			-
Unrealized gain (loss) on investment securities		-			-

Total other comprehensive loss		-			-

Comprehensive loss		(8,591	)		(41,933	)
Comprehensive gain attributable to non-controlling interest		14,175			7,260

Comprehensive gain (loss) attributable to American Realty Investors, Inc.	$	5,584		$	(34,673	)

The accompanying notes are an integral part of these consolidated financial statements.

AMERICAN REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Nine Months Ended September 30,
	2011		2010
	(dollars in thousands)
Cash Flow From Operating Activities:
Net loss	$	(8,591)	$	(41,933)
Adjustments to reconcile net loss applicable to common shares to net cash used in operating activities:
(Gain) loss on sale of land		(18,431)		4,187
Gain on sale of income producing properties		(20,072)		(12,279)
Depreciation and amortization		19,747		23,282
Provision for impairment of notes receivable and real estate assets		6,503		-
Amortization of deferred borrowing costs		2,517		2,949
Earnings from unconsolidated subsidiaries and investees		103		96
Gain on foreign currency translation		-		(222)
Other comprehensive loss		-		1,961
(Increase) decrease in assets:
Accrued interest receivable		(848)		(617)
Other assets		38		6,786
Prepaid expense		2,394		1,041
Escrow		10,321		5,001
Earnest money		1,414		870
Rent receivables		3,232		(1,778)
Affiliate receivable		(12,499)		-
Increase (decrease) in liabilities:
Accrued interest payable		4,681		4,450
Affiliate payables		(12,219)		13,495
Other liabilities		6,144		9,806

Net cash provided by (used in) operating activities		(15,566)		17,095

Cash Flow From Investing Activities:
Proceeds from notes receivables		14,546		1,545
Origination or advances of notes receivable		(632)		(25,735)
Acquisition of land held for development		-		(3,199)
Proceeds from sale of income producing properties		131,710		149,057
Proceeds from sale of land		141,283		15,674
Proceeds from sale of investment in unconsolidated real estate entities		(9)
Investment in unconsolidated real estate entities		543		(425)
Improvement of land held for development		(2,703)		(11,702)
Improvement of income producing properties		(2,610)		(2,789)
Acquisition of non-controlling interest		(135)		-
Sale of non-controlling interest		108		-
Sale of controlling interest		2,275		164
Construction and development of new properties		(40,336)		(25,008)

Net cash provided by investing activities		244,040		97,582

Cash Flow From Financing Activities:
Proceeds from notes payable		151,309		133,160
Recurring amortization of principal on notes payable		(13,860)		(11,252)
Debt assumption by buyer, part of seller proceeds		(217,156)		(101,429)
Payments on maturing notes payable		(152,100)		(125,540)
Stock-secured borrowings and margin debt		2,718		-
Deferred financing costs		(35)		(4,481)
Distributions to non-controlling interests		(765)		(1,145)
Preferred stock dividends - Series A		(1,843)		(1,870)
Repurchase of common stock/treasury stock		(62)		(296)
Issuance of common stock		30		-
Conversion of preferred stock into common stock		1		-

Net cash used in financing activities		(231,763)		(112,853)


Net decrease in cash and cash equivalents		(3,289)		1,824
Cash and cash equivalents, beginning of period		12,649		4,887

Cash and cash equivalents, end of period	$	9,360	$	6,711


Supplemental disclosures of cash flow information:
Cash paid for interest	$	47,231	$	58,615
Cash received for income taxes, net of payments	$	-	$	(634)

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

As used herein, the terms “ARL”, “the Company”, “we”, “our” or “us” refer to American Realty Investors, Inc., a Nevada corporation, which was formed in November 1999. In August 2000, the Company acquired American Realty Trust, Inc. (“ART”), a Georgia corporation and National Realty, L.P. (“NRLP”), a Delaware partnership.

The Company is headquartered in Dallas, Texas and its common stock trades on the New York Stock Exchange under the symbol “NYSE: ARL”. Approximately 86.7% of ARL’s stock is owned by affiliated entities. ARL owns approximately 82.7% of the outstanding shares of common stock of Transcontinental Realty Investors, Inc. (“TCI”), a Nevada corporation, which has its common stock listed and traded on the New York Stock Exchange under the symbol “NYSE: TCI”. ARL is a “C” corporation for U.S. federal income tax purposes and has consolidated TCI’s accounts and operations since March 2003.

TCI, a subsidiary of ARL, owns approximately 82.7% of the common stock of Income Opportunity Realty Investors, Inc. (“IOT”). Effective July 17, 2009, IOT’s financial results were consolidated with those of ARL and TCI and their subsidiaries. Shares of IOT are traded on the American Stock Exchange under the symbol “AMEX: IOT”.

ARL invests in real estate through direct ownership, leases and partnerships and it also invests in mortgage loans on real estate. Prior to April 30, 2011, Prime Income Asset Management, LLC (“Prime”) was the Company’s external Advisor and Cash Manager. Prime also served as an Advisor and Cash Manager to TCI and IOT. Effective April 30, 2011, Pillar Income Asset Management, Inc. (“Pillar”) became the Company’s external Advisor and Cash Manager under the same terms as the previous agreement with Prime. Pillar also serves as an Advisor and Cash Manager to TCI and IOT. Prior to December 31, 2010, Triad Realty Services, L.P. (“Triad”) managed the Company’s commercial properties and Regis Realty I, LLC (“Regis Realty”) provided brokerage services. Triad and Regis Realty are affiliates of Prime. Effective January 1, 2011, Regis Realty Prime, LLC (“Regis”), an affiliate of Prime, manages our commercial properties and provides brokerage services under the same terms as the previous agreements with Triad and Regis Realty for a term of five years. ARL engages third-party companies to lease and manage its apartment properties. We have no employees.

Properties

We own or had interests in a total property portfolio of 71 income producing properties as of September 30, 2011. The properties consisted of:

•

21 commercial properties totaling 4.5 million rentable square feet, consisting of 11 office buildings, five commercial warehouses, four retail properties, and a 344,975 square foot trade show and exhibit hall;

•

One hotel comprising 161 rooms;

•

49 apartment communities totaling 9,027 units, excluding apartments being developed; and

•

5,983 acres of developed and undeveloped land.

We are involved in the construction of one apartment complex and also partnered in a joint venture to develop a 420-acre former naval base, located in the northeastern section of Schleswig-Holstein, Germany, into a multi-family resort area. In addition, we invest in several tracts of land and are at various stages of predevelopment on many of these properties. For our apartment development projects, we partner with various third-party developers to construct residential projects. The third-party developer typically takes a general partner and majority limited partner interest in the development partnership while we take a minority limited partner interest. We are required to fund the equity contributions. The third-party developer is responsible for obtaining financing, for hiring a general contractor and for the overall management and delivery of the project, and is compensated with a fee equal to a certain percentage of the construction costs.

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The year-end consolidated balance sheet at December 31, 2010 was derived from the audited financial statements at that date, but does not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Certain 2010 financial statement amounts have been reclassified to conform to the 2011 presentation, including adjustments for discontinued operations.

Principles of consolidation

The accompanying financial statements include the accounts of the Company, its subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (“VIE”), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIE’s are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIE’s and general market conditions.

For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities is included in consolidated net income. Our investments in Gruppa Florentina, LLC, LK-Four Hickory, LLC, and Garden Centura, L.P. are accounted for under the equity method.

During the second quarter of 2011, we evaluated the non-controlling equity interests and made certain reclassifications among equity accounts to correctly reflect non-controlling interest. In connection with that evaluation, we reclassified approximately $6.3 million of deferred gain to non-controlling interest related to the 2009 acquisition of the controlling interest in IOT, a consolidated entity. These amounts have been reclassified for all periods presented in the consolidated financial statements.

Real estate, depreciation, and impairment

Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements – 10-40 years; furniture, fixtures and equipment – 5-10 years). The Company continually evaluates the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360, “Property, Plant and Equipment”. Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC Topic 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.

Real estate held for sale

We periodically classify real estate assets as “held for sale”. An asset is classified as held for sale after the approval of our board of directors and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying Consolidated Balance Sheets. Upon a decision to no longer market as an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. The operating results of real estate assets held for sale and sold are reported as discontinued operations in the accompanying statements of operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. This classification of operating results as discontinued operations applies retroactively for all periods presented. Additionally, gains and losses on assets designated as held for sale are classified as part of discontinued operations.

Cost capitalization

Costs related to planning, developing, leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. We capitalize interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, we first use the interest incurred on specific project debt, if any, and next use the weighted average interest rate of non-project specific debt. We capitalize interest, real estate taxes and certain operating expenses until building construction is substantially complete and the building is ready for its intended use, but no later than one year from the cessation of major construction activity.

We capitalize leasing costs which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal costs that may be applicable. We allocate these costs to individual tenant leases and amortize them over the related lease term.

Fair value measurement

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:


Level 1 –		Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
Level 2 –		Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 –		Unobservable inputs that are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Newly issued accounting standards

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our consolidated statements, including that which we have not yet adopted. We do not believe that any such guidance will have a material effect on our financial position or results of operations.

NOTE 2. REAL ESTATE ACTIVITY

The highlights of our significant real estate transactions for the nine months ended September 30, 2011 are listed below:

On January 4, 2011, we recognized the December 23, 2010 sale of 18.84 acres of land known as Archon land located in Las Colinas, Texas to FRE Real Estate, Inc., a related party under common control, for a sales price of $5.5 million. The buyer assumed the existing mortgage of $4.0 million secured by the property. We recorded a gain of $0.1 million when ownership of the property transferred to the existing lender.

The Company had a 75.0% limited partner interest in Woodmont TCI Group X, LP, a partnership that owned 7.19 acres of land known as Galleria West Lofts land located in Dallas, Texas. The partnership was consolidated in accordance with ASC 810. On January 4, 2011 the partnership transferred ownership of the property to the existing lender and there was no gain or loss recorded on the transfer.

The Company had a 75.0% limited partner interest in Woodmont TCI Group XI, LP, a partnership that owned 1.97 acres of land known as Galleria West Hotel land located in Dallas, Texas. The partnership was consolidated in accordance with ASC 810. On January 4, 2011 the partnership transferred ownership of the property to the existing lender and there was no gain or loss recorded on the transfer.

On January 4, 2011, we recognized the December 23, 2010 sale of 9.96 acres of land known as Limestone Canyon II land located in Austin, Texas to FRE Real Estate, Inc., a related party under common control, for a sales price of $0.6 million. We recorded a gain on sale of $0.2 million when ownership of the property transferred to the existing lender.

On January 4, 2011, we recognized the January 3, 2011 sale of 72.14 acres of land known as Manhattan land located in Farmers Branch, Texas to ABCLD Income, LLC, a related party under common control, for a sales price of $4.1 million. The buyer assumed the existing mortgage of $2.4 million secured by the property. We recorded the sale when ownership of the property transferred to the existing lender.

On January 4, 2011, we recognized the December 23, 2010 sale of Teleport Blvd., a 6,833 square foot building and 3.70 acres of land located in Irving, Texas, to FRE Real Estate, Inc., a related party under common control, for a sales price of $0.7 million. We recorded a gain on sale of $0.4 million when ownership of the property transferred to the existing lender.

On January 4, 2011, we recognized the December 23, 2010 sale of Westgrove Air Plaza, a 79,652 square foot building located in Addison, Texas, to FRE Real Estate, Inc., a related party under common control, for a sales price of $4.5 million. The buyer assumed the existing mortgage of $2.3 million secured by the property. When ownership transferred to the existing lender, we recorded a gain on sale of $3.3 million.

On January 26, 2011, we sold 100% of our common stock in TCI Willowbrook Village, Inc. to TX LTS Investments, Inc., a related party under common control, for a sales price of $7.8 million. This entity owns a 179,741 square foot retail shopping center located in Coldwater, Michigan known as Willowbrook Village. We provided $2.2 million in seller-financing with a five-year note receivable. The note accrues interest at 6% and is payable at maturity on January 26, 2016. The buyer assumed the existing mortgage of $5.6 million, secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost. On October 12, 2011, ownership of the property was transferred to the lender for credit against the loan balance. Any impairment necessary related to the inability to recover our original investment has been realized in 2011 and the sale that was deferred will be recognized in the fourth quarter, when ownership transferred to a third party.

On February 1, 2011, we recognized the July 30, 2009 sale of five land parcels totaling 21.99 acres located in Dallas County, Texas to One Realco Land Holdings, Inc., a related party under common control, for a sales price of $5.9 million. These land parcels were known as Bonneau land, Dalho land, HSM Cummings land, JHL Connell land and Walnut Hill land. The buyer assumed the existing mortgage of $5.9 million secured by the property. We recorded a gain on sale of $3.0 million when the buyer subsequently sold the land to a third party.

The Company had a 75.0% limited partner interest in Woodmont TCI Group XIII, LP, a partnership that owned 8.91 acres of land known as Las Colinas Station land located in Irving, Texas. The partnership was consolidated in accordance with ASC 810. On February 4, 2011 the partnership transferred ownership of the property to the existing lender and there was no gain or loss recorded on the transfer.

The Company had a 75.0% limited partner interest in Woodmont TCI Group IX, LP, a partnership that owned 15.0 acres of land known as Galleria East Center Retail land located in Dallas, Texas. The partnership was consolidated in accordance with ASC 810. On February 4, 2011 the partnership transferred ownership of the property to the existing lender and there was no gain or loss recorded on the transfer.

On March 1, 2011, we recognized the July 30, 2009 sale of 6.54 acres of land known as Chase Oaks land located in Plano, Texas to One Realco Land Holdings, Inc., a related party under common control, for a sales price of $1.5 million. The buyer assumed the existing mortgage of $1.8 million secured by the property. We recorded a gain on sale of $1.1 million when the buyer subsequently sold the land to a third party.

On March 22, 2011, we sold our investment in Cross County National Associates, LP to ABC Land Real Estate, LLC and ABC Land & Development, Inc., both related parties under common control, for a sales price of $9.5 million. This entity owns a 307,266 square foot retail center known as Cross County Mall located in Mattoon, Illinois. We provided $0.3 million in seller-financing with a five-year note receivable. The note accrues interest at 6% and is payable at maturity on March 22, 2016. The buyer assumed the existing mortgage of $9.2 million, secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

On March 23, 2011, we sold 82.20 acres of land known as Denton Coonrod land located in Denton, Texas and 23.24 acres of land known as Cooks Lane land located in Tarrant County, Texas to Cross County National Associates, LP, a related party under common control, for a sales price of $2.9 million. We provided $1.6 million in seller-financing with a five-year note receivable. The note accrues interest at 6% and is payable at maturity on March 23, 2016. The buyer assumed the existing mortgage of $1.3 million, secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

On March 23, 2011, we sold our investment in TCI Courtyard, Inc. to One Realco Corporation, a related party under common control, for a sales price of $11.2 million. This entity owns Quail Hollow at the Lakes apartments, a 200-unit complex located in Holland, Ohio. The buyer assumed the existing mortgage of $11.2 million secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

On March 23, 2011, we sold our membership interest in 1340 Poydras Corp. to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $23.5 million. This entity owns a 378,895 square foot building located in New Orleans, Louisiana known as Amoco. The buyer assumed the existing mortgage of $19.5 million secured by the property. This transaction was rescinded as of the original transaction date and ownership transferred back to TCI.

On April 5, 2011, we recognized the July 30, 2009 sale of five land parcels, comprising approximately 30.18 acres of land known as Keenan Bridge land, Thompson land, Thompson II land, Tomlin land and Pac Trust land located in Dallas County, Texas, to One Realco Land Holdings, Inc., a related party under common control, for a sales price of $6.0 million. The buyer assumed the existing mortgage of $6.0 million secured by the property. We recorded a gain on sale of $2.1 million when ownership of the property transferred to the existing lender.

On April 5, 2011, we recognized the July 30, 2009 sale of 13.22 acres of land known as Hackberry land located in Irving, Texas to One Realco Land Holdings, Inc., a related party under common control, for a sales price of $3.9 million. The buyer assumed the existing mortgage of $3.9 million secured by the property. We recorded a gain on sale of $2.4 million when ownership of the property transferred to the existing lender.

On April 5, 2011, we recognized the July 30, 2009 sale of 14.43 acres of land known as Fortune Drive land located in Irving, Texas to One Realco Land Holdings, Inc., a related party under common control, for a sales price of $1.7 million. The buyer assumed the existing mortgage of $1.1 million secured by the property. We recorded a loss on sale of $0.4 million when ownership of the property transferred to the existing lender.

On April 5, 2011, we recognized the December 23, 2010 sale of 10.69 acres of land known as Temple land, located in Irving, Texas to FRE Real Estate, Inc., a related party under common control, for a sales price of $0.4 million. We recorded a loss on sale of $0.1 million when ownership of the property transferred to the existing lender.

On April 5, 2011, we recognized the March 23, 2011 sale of our investment in Palmer Lane Golf, Inc. to One Realco Corporation, a related party under common control, for $13.8 million. This entity owns 376.25 acres of land known as Pioneer Crossing land located in Austin, Texas. The buyer assumed the existing mortgage, secured by the property, of $13.8 million. We recorded a loss on sale of $0.1 million when ownership of the property transferred to the existing lender.

The Company had a 75.0% limited partner interest in Woodmont TCI Group III, LP, a partnership that owned 5.87 acres of land known as Polo Estates at Bent Tree land located in Dallas, Texas. The partnership was consolidated in accordance with ASC 810. On April 5, 2011 the partnership transferred ownership of the property to the existing lender and we recorded a gain on sale of $3.0 million.

On April 5, 2011, we recognized the March 30, 2011 sale of 87.62 acres of land known as Wilmer 88 land located in Dallas, Texas, 24.91 acres of land known as Crowley land located in Dallas, Texas and 30.07 acres of land known as Creekside land located in Fort Worth, Texas to T Sorrento, Inc., a related party under common control, for a sales price of $4.4 million. The buyer assumed the existing mortgage of $2.4 million secured by the property. We recorded a loss on sale of $2.0 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the September 15, 2011 sale of our investment in Pacific Center, LLC to ABC Land and Development, Inc., a related party under common control, for a sales price of $2.5 million. This entity owns the Piccadilly University Hotel, a 190-room hotel, located in Fresno, California. The buyer assumed the existing mortgage of $2.5 million secured by the property. We recorded a gain on sale of $3.6 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the June 2, 2011 sale of Alpenloan, a 28,594 square foot building and 8.16 acres of land, located in Dallas, Texas to One Realco Retail, Inc., a related party under common control, for a sales price of $0.4 million. We recorded a loss on sale of $0.9 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the June 2, 2011 sale of 5.34 acres of land known as Archon land located in Irving, Texas and 1.31 acres of land known as Ackerley land located in Dallas, Texas to One Realco Retail, Inc., a related party under common control, for a sales price of $0.7 million. The buyer assumed the existing mortgage of $0.7 million secured by the property. We recorded a loss on sale of $0.7 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the December 22, 2010 sale of Fenton Center, a 707,559 square foot building and 4.70 acres of land located in Dallas, Texas to ABCLD Properties, LLC, a related party under common control, for a sales price of $67.0 million. We recorded a loss on sale of $7.0 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the December 23, 2010 sale of 27.11 acres of land known as Kinwest land located in Irving, Texas to Fenton Real Estate, Inc., a related party under common control, for a sales price of $4.1 million. The buyer assumed the existing mortgage of $4.0 million secured by the property. We recorded a gain on sale of $1.1 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the December 23, 2010 sale of 20.85 acres of land known as McKinney Ranch land located in McKinney, Texas to Fenton Real Estate, Inc., a related party under common control, for a sales price of $5.4 million. The buyer assumed the existing mortgage of $5.4 million secured by the property. We recorded a gain on sale of $0.8 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the December 23, 2010 sale of 109.85 acres of land known as Payne North land located in Irving, Texas to FRE Real Estate, Inc., a related party under common control, for a sales price of $14.1 million. The buyer assumed the existing mortgage of $12.0 million secured by the property. We recorded a loss on sale of $1.9 million when ownership of the property transferred to the existing lender.

On June 7, 2011, we recognized the December 23, 2010 sale of 97.28 acres of land known as Pioneer Crossing land located in Austin, Texas to FRE Real Estate, Inc., a related party under common control, for a sales price of $1.4 million. The buyer assumed the existing mortgage of $1.4 million secured by the property. We recorded a loss on sale of $1.8 million when ownership of the property transferred to the existing lender.

On July 1, 2011, we sold 12.72 acres of land known as Centurion 12 land located in Fort Worth, Texas for a sales price of $1.1 million. We recorded a loss on sale of $0.3 million on the land parcel.

On July 1, 2011, we sold 48.62 acres of land known as Walker Cummings land located in Farmers Branch, Texas, to Realty Advisors, Inc., a related party under common control, for a sales price of $0.1 million, resulting in a loss on sale of $4.3 million. The loss resulted from this flood plain parcel being segregated from the Mercer Crossing land portfolio and the determination that it was worth less than the average cost of the acreage assigned to it as a part of the whole portfolio.

On July 5, 2011, we recognized the September 21, 2010 sale of 13.0 acres of land with a 29,784 square foot storage warehouse known as Eagle Crest located in Farmers Branch, Texas, to Warren Road Farm, Inc., a related party under common control, for a sales price of $3.8 million. The buyer assumed the existing mortgage of $2.4 million secured by the property. When ownership transferred to the existing lender, we recorded a gain on sale of $1.2 million.

On July 5, 2011, we recognized the March 28, 2011 sale of One Hickory Center, a 97,361 square-foot office building and Two Hickory Center, a 96,539 square-foot office building, both located in Dallas, Texas, to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $19.5 million. The buyer assumed the existing mortgage of $19.4 million secured by the property. When ownership transferred to the existing lender, we recorded a gain on sale of $6.0 million.

On July 5, 2011, we recognized the December 23, 2010 sale of 6.6 acres of land known as Three Hickory land located in Farmers Branch, Texas, to Fenton Real Estate, Inc., a related party under common control, for a sales price of $1.3 million. There was no gain or loss recorded when ownership transferred to the existing lender.

On July 5, 2011, we recognized the September 21, 2010 sale of 245.95 acres of land known as Windmill Farms-Harlan land located in Kaufman County, Texas, to Warren Road Farm, a related party under common control, for a sales price of $6.7 million. The buyer assumed the existing mortgage of $5.5 million secured by the property. We recorded a loss on sale of $0.4 million when ownership transferred to the existing lender.

On July 12, 2011, we recognized the July 12, 2010 sale of our investment in Pioneer Crossing Hotels, LLC to One Realco Corporation, a related party under common control, for a sales price of $17.2 million. This entity owns the Piccadilly Airport Hotel, a 85-room hotel, the Piccadilly Inn Express Hotel, a 78-room hotel, and the Piccadilly Shaw Hotel, a 194-room hotel, all located in Fresno, California. In addition, we sold a $10.1 million intercompany receivable. The buyer assumed the existing mortgage of $27.3 million, secured by the property, but did not assume the obligation of ARL’s guarantee on the loan. ARL recognized the sale upon transfer of ownership to the lender for credit against the loan. A lawsuit was filed, prior to the transfer of ownership to the lender, against the Company with regard to certain guaranties on these loans for amounts owed of $30.2 million. The Company is vigorously defending the lawsuit and has taken a reserve in the amount of the gain the company would have recognized upon the ownership transfer to a third party. We believe this reserve is in excess of the potential deficiency.

On August 2, 2011, we recognized the March 23, 2011 sale of 10.08 acres of land known as Centura land located in Dallas, Texas, to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $13.0 million. The buyer assumed the existing mortgage of $7.2 million secured by the property. We recorded a loss on sale of $0.6 million when ownership transferred to the existing lender.

On August 2, 2011, we recognized the April 25, 2011 sale of seven land parcels, comprising approximately 2,713.68 acres of undeveloped land known as Diplomat land, Kaufman Cogen land, Kaufman Stagliano land, Kaufman Taylor land, Payne South land, Senlac VHP land and Valley Ranch land located in Dallas County, Texas, to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $24.0 million. The buyer assumed the existing mortgage of $8.1 million secured by the property. We recorded a loss on sale of $3.5 million when ownership transferred to the existing lender.

On August 2, 2011, we recognized the March 23, 2011 sale of Parkway North, a 69,009 square-foot office building located in Dallas, Texas, to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $4.7 million. The buyer assumed the existing mortgage of $2.9 million secured by the property. We recorded a loss on sale of $1.4 million when ownership transferred to the existing lender.

On August 2, 2011, we recognized the December 23, 2010 sale of Signature Athletic Club, a 58,910 square-foot office building located in Dallas, Texas, to ABCLD Real Estate, LLC, a related party under common control, for a sales price of $2.1 million. The buyer assumed the existing mortgage of $1.3 million secured by the property. We recorded a loss on sale of $0.4 million when ownership transferred to the existing lender.

The Company had a 75.0% limited partner interest in Woodmont TCI Group XII, LP, a partnership that owned 16.81 acres of land known as Las Colinas Village land located in Irving, Texas. The partnership was consolidated in accordance with ASC 810. On August 2, 2011 the partnership transferred ownership of the property to the existing lender and we recorded a gain on sale of $11.1 million.

On August 5, 2011, we sold our 30% limited partner interest in a partnership that owned a 120-unit apartment complex known as Westwood apartments, located in Mary Ester, Florida, to Liberty Bankers Life Insurance Company, a related party under common control, for a sales price of $7.1 million. We received $5.1 million in cash, and the existing mortgage of $1.8 million, secured by the property, was paid in full. The property was sold to a related party; therefore the gain of $7.6 million was deferred and will be recognized upon sale to a third party.

On August 31, 2011, we recognized the December 23, 2010 sale of Cooley Building, a 27,041 square-foot office building, located in Dallas, Texas, to ABCLD Properties, LLC and ABCLD Income, LLC, both are related parties under common control, for a sales price of $2.8 million. The buyer assumed the existing mortgage of $2.6 million secured by the property. We recorded a gain on sale of $1.2 million on the sale when ownership transferred to a third party.

On August 31, 2011, we sold 100% of our membership interests in TCI Luna Ventures, LLC to ABCLD Income, LLC, a related party under common control, for a sales price of $2.0 million. This entity owns 26.71 acres of undeveloped land located in Dallas, Texas, known as Luna Ventures land. We provided $0.9 million in seller financing with a five-year note receivable. The note accrues interest at 6% and is payable at maturity on August 31, 2016. The buyer assumed the existing mortgage of $1.1 million, secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

On September 1, 2011, we sold seven land parcels, comprising approximately 107.73 acres of undeveloped land located in Austin, Texas, Dallas County, Texas, Denton County, Texas and Tarrant County, Texas, known as Andrew B land, Andrew C land, DeSoto Ranch land, Mansfield land, Pioneer Crossing land, Senlac land and Sheffield land, to TCI Luna Ventures, LLC, a related party under common control, for a sales price of $10.6 million. We provided $6.4 million in seller financing with a five-year note receivable. The note accrues interest at 6% and is payable at maturity on September 1, 2016. The buyer assumed the existing mortgage of $4.2 million, secured by the property. We have deferred the recognition of the sale in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

On September 27, 2011, we sold a 256-unit apartment complex known as Spyglass apartments, located in Dallas, Texas, for a sales price of $21.6 million. We recorded a gain on sale of $6.7 million on the apartment sale.

In December 2010, ARL sold six properties, which consisted of two commercial buildings comprising an aggregate of 0.6 million square feet and approximately 309 acres of undeveloped land to FRE Real Estate, Inc. a related party under common control, for an aggregate sales price of $65.8 million. During the first three months of 2011, many of these transactions were rescinded as of the original transaction date and were subsequently sold to related parties under the same ownership as FRE Real Estate, Inc. For the

properties that were sold to a third party or ownership was transferred back to the lender for credit against the loan balance, the sales were recognized during the first nine months of 2011 and have been disclosed in “Note 2. Real Estate Activity”. We have deferred the recognition of the sales in accordance with ASC 360-20 due to our continuing involvement, inadequate initial investment and questionable recovery of investment cost.

We continue to invest in the development of apartments and various projects. During the nine months ended September 30, 2011, we have expended $40.3 million on construction and development and capitalized $3.9 million of interest costs.

The properties that we have sold to a related party under common control and have deferred the recognition of the sale are treated as “subject to sales contract” on the Consolidated Balance Sheets. These properties were sold to a related party in order to help facilitate an appropriate debt or organizational restructure and may or may not be transferred back to the seller upon resolution. These properties have mortgages that are secured by the property and many have corporate guarantees. According to the loan documents, we are currently in default on these mortgages primarily due to lack of payment although we are actively involved in discussions with every lender in order to settle or cure the default situation. We have reviewed each asset and taken impairment to the extent we feel the value of the property was less than our current basis.

In reviewing the impairment reserves for our real estate holdings, there were reserves still remaining on properties that were no longer owned by the consolidated entities of $11.0 million that were adjusted for in the second quarter of 2011.

NOTE 3. NOTES AND INTEREST RECEIVABLE

A portion of our assets are invested in mortgage notes receivable, principally secured by real estate. We may originate mortgage loans in conjunction with providing purchase money financing of property sales. Notes receivable are generally collateralized by real estate or interests in real estate and personal guarantees of the borrower and, unless noted otherwise, are so secured. Management intends to service and hold for investment the mortgage notes in our portfolio. A majority of the notes receivable provide for principal to be paid at maturity. Our mortgage notes receivable consist of first, wraparound and junior mortgage loans (dollars in thousands):


Borrower	Maturity Date	Interest Rate			Amount		Security
Performing loans:
Garden Centura, L.P.⁽¹⁾	N/A		7.00	%	$	3,967	Excess cash flow from partnership
Miscellaneous non-related party notes	Various		Various			4,325	Various security interests
Miscellaneous related party notes⁽¹⁾	Various		Various			2,827	Various security interests
Unified Housing Foundation, Inc. (Cliffs of El Dorado)⁽¹⁾	12/27		5.25	%		5,459	100% Interest in UH of McKinney, LLC
Unified Housing Foundation, Inc. (Echo Station)⁽¹⁾	12/27		5.25	%		1,481	100% Interest in UH of Temple, LLC
Unified Housing Foundation, Inc. (Inwood on the Park)⁽¹⁾	12/27		5.25	%		5,059	100% Interest in Unified Housing Inwood, LLC
Unified Housing Foundation, Inc. (Kensington Park)⁽¹⁾	12/27		5.25	%		3,936	100% Interest in Unified Housing Kensington, LLC
Unified Housing Foundation, Inc. (Lakeshore Villas)⁽¹⁾	12/27		5.25	%		2,000	Unsecured
Unified Housing Foundation, Inc. (Lakeshore Villas)⁽¹⁾	12/27		5.25	%		9,096	Membership interest in Housing for Seniors of Humble, LLC
Unified Housing Foundation, Inc. (Limestone Canyon)⁽¹⁾	07/15		5.25	%		3,057	100% Interest in Unified Housing of Austin, LLC
Unified Housing Foundation, Inc. (Limestone Canyon)⁽¹⁾	12/27		5.25	%		4,663	100% Interest in Unified Housing of Austin, LLC
Unified Housing Foundation, Inc. (Limestone Ranch)⁽¹⁾	07/15		5.25	%		2,250	100% Interest in Unified Housing of Vista Ridge, LLC
Unified Housing Foundation, Inc. (Limestone Ranch)⁽¹⁾	12/27		5.25	%		6,000	100% Interest in Unified Housing of Vista Ridge, LLC
Unified Housing Foundation, Inc. (Parkside Crossing)⁽¹⁾	12/27		5.25	%		2,272	100% Interest in Unified Housing of Parkside Crossing, LLC
Unified Housing Foundation, Inc. (Sendero Ridge)⁽¹⁾	07/15		5.25	%		5,175	100% Interest in Unified Housing of Sendero Ridge, LLC
Unified Housing Foundation, Inc. (Sendero Ridge)⁽¹⁾	12/27		5.25	%		4,812	100% Interest in Unified Housing of Sendero Ridge, LLC
Unified Housing Foundation, Inc. (Timbers of Terrell)⁽¹⁾	12/27		5.25	%		1,323	100% Interest in Unified Housing of Terrell, LLC
Unified Housing Foundation, Inc. (Tivoli)⁽¹⁾	12/27		5.25	%		7,966	100% Interest in Unified Housing of Tivoli, LLC
Unified Housing Foundation, Inc. (Reserve at White Rock Phase I)⁽¹⁾	12/27		5.25	%		2,524	100% Interest in Unified Housing of Harvest Hill I, LLC
Unified Housing Foundation, Inc. (Reserve at White Rock Phase II)⁽¹⁾	12/27		5.25	%		2,555	100% Interest in Unified Housing of Harvest Hill, LLC
Unified Housing Foundation, Inc. (Trails at White Rock)⁽¹⁾	12/27		5.25	%		3,815	100% Interest in Unified Housing of Harvest Hill III, LLC
Accrued interest						751

Total Performing					$	85,313

Non-Performing loans:
130 Windmill Farms, L.P.	10/11		7.00	%		507	Unsecured
Dallas Fund XVII L.P.⁽²⁾	10/09		9.00	%		1,432	Assignment of partnership interests
Leman Development, Ltd.	07/11		7.00	%		1,500	Unsecured
Tracy Suttles	12/11		0.00	%		1,077	Unsecured
Accrued interest						66

Total Non-Performing					$	4,582
Allowance for estimated losses						(13,384)

Total					$	76,511

⁽¹⁾	Related party notes

⁽²⁾	Note matured and an allowance was taken for estimated losses at full value of note

NOTE 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND INVESTEES

Investments in unconsolidated joint ventures and other investees in which we have a 20% to 50% interest or otherwise exercise significant influence are carried at cost, adjusted for the Company’s proportionate share of their undistributed earnings or losses, via the equity method of accounting.

Investments in unconsolidated joint ventures and other investees consist of the following:


		Percentage Ownership
		at September 30, 2011	at September 30, 2010
Garden Centura, L.P.	⁽¹⁾	5.00%	5.00%

Gruppa Florentina, LLC	⁽¹⁾	20.00%	20.00%

LK-Four Hickory, LLC	⁽¹⁾	28.57%	28.57%

⁽¹⁾Other investees

Our partnership interest in Garden Centura, L.P. in the amount of 5% is accounted for under the equity method because we exercise significant influence over the operations and financial activities. We have guaranteed the notes payable and control the day to day activities. Accordingly, the investment is carried at cost, adjusted for the companies’ proportionate share of earnings or losses. The following is a summary of the financial position and results of operations from our investees (dollars in thousands):


For the Nine Months Ended September 30, 2011	Other Investees
Real estate, net of accumulated depreciation	$	116,596
Notes receivable		5,538
Other assets		43,890
Notes payable		(87,594	)
Other liabilities		(15,513	)
Shareholders’ equity/partners capital		(62,917	)


Revenue	$	41,453
Depreciation		(4,887	)
Operating expenses		(33,894	)
Interest expense		(3,770	)

Loss from continuing operations	$	(1,098	)
Loss from discontinued operations		-

Net loss	$	(1,098	)


Company’s proportionate share of earnings	$	(28	)


For the Nine Months Ended September 30, 2010	Other Investees
Real estate, net of accumulated depreciation	$	121,816
Notes receivable		4,809
Other assets		43,771
Notes payable		(91,105	)
Other liabilities		(12,437	)
Shareholders’ equity/partners capital		(66,854	)

Revenue	$	41,807
Depreciation		(4,789	)
Operating expenses		(33,563	)
Interest expense		(4,898	)

Loss from continuing operations	$	(1,443	)
Loss from discontinued operations		-

Net loss	$	(1,443	)

Company’s proportionate share of earnings	$	(31	)

NOTE 5. NOTES PAYABLE

On February 28, 2011, we refinanced the existing mortgage on Vistas of Vance Jackson apartments, a 240-unit complex located in San Antonio, Texas, for a new mortgage of $16.1 million. We received $0.1 million in cash after paying off the existing mortgage of $15.4 million and $0.6 million in closing costs. The note accrues interest at 4.80% and payments of interest and principal are due monthly based upon a 40-year amortization schedule, maturing on March 1, 2051.

On February 28, 2011, a loan with a commercial lender in the amount of $1.7 million was taken out to fund real estate property taxes. The loan accrues interest at 12.5%, payable monthly as interest only until August 1, 2013. Thereafter, payments of interest and principal are due monthly based upon an 8-year amortization schedule, maturing on July 1, 2021.

On April 28, 2011, we refinanced the existing mortgage on Mariposa Villas apartments, a 216-unit complex located in Dallas, Texas, for a new mortgage of $12.4 million. We paid off the existing mortgage of $11.8 million and $0.6 million in closing costs. The note accrues interest at 3.90% and payments of interest and principal are due monthly based upon a 40-year amortization schedule, maturing on May 1, 2051.

On April 28, 2011, we refinanced the existing mortgage on Verandas at City View apartments, a 314-unit complex located in Fort Worth, Texas, for a new mortgage of $18.5 million. We paid off the existing mortgage of $17.3 million and $1.2 million in closing costs. The note accrues interest at 4.20% and payments of interest and principal are due monthly based upon a 40-year amortization schedule, maturing on May 1, 2051.

On May 31, 2011, we refinanced the existing mortgage on Stonebridge at City Park apartments, a 240-unit complex located in Houston, Texas, for a new mortgage of $14.6 million. We paid off the existing mortgage of $13.9 million and $0.7 million in closing costs. The note accrues interest at 3.90% and payments of interest and principal are due monthly based upon a 40-year amortization schedule, maturing on June 1, 2051.

In conjunction with the development of various apartment projects and other developments, we drew down $38.3 million in construction loans during the nine months ended September 30, 2011.

NOTE 6. STOCK-SECURED NOTES PAYABLE

The Company has margin arrangements with various financial institutions and brokerage firms, which provide for borrowings of up to 50.0% of the market value of marketable equity securities. We also have other notes payable secured by stock. The borrowings under such margin arrangements and notes are secured by the equity securities of IOT and TCI, and ARL’s trading portfolio securities, and bear interest rates ranging from 4.00% to 10.00% per annum. Stock-secured notes payable and margin borrowings were $25.7 million at September 30, 2011.

NOTE 7. RELATED PARTY TRANSACTIONS

The following table reconciles the beginning and ending balances of accounts receivable from and (accounts payable) to affiliates as of September 30, 2011 (dollars in thousands):


	Pillar		Prime		Total
Balance, December 31, 2010	$	-	$	(12,219)	$	(12,219)
Cash transfers		3,067		2,265		5,332
Advisory fees		(5,749)		(4,825)		(10,574)
Cost reimbursements		(436)		(2,277)		(2,713)
Interest from advisor		(380)		(292)		(672)
POA fees		(42)		7		(35)
Expenses paid by advisor		2,714		(1,575)		1,139
Financing (mortgage payments)		123		159		282
Note receivable with affiliate		2,825		7,516		10,341
Sales/Purchases transactions		3,771		3,983		7,754
Intercompany property transfers		4,940		8,924		13,864

Balance, September 30, 2011	$	10,833	$	1,666	$	12,499

During the ordinary course of business, we have related party transactions that include, but are not limited to rent income, interest income, interest expense, general and administrative costs, commissions, management fees, and property expenses. In addition, we have assets and liabilities that include related party amounts. The affiliated amounts included in assets and liabilities, and the affiliated revenues and expenses received/paid are shown on the face of the financial statements.

NOTE 8. OPERATING SEGMENTS

Our segments are based on our method of internal reporting which classifies our operations by property type. Our property types are grouped into commercial, apartments, hotels, land and other operating segments. Significant differences among the accounting policies of the operating segments as compared to the consolidated financial statements principally involve the calculation and allocation of administrative and other expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their net operating income and cash flow.

Items of income that are not reflected in the segments are interest, other income, gain on debt extinguishment, gain on condemnation award, equity in partnerships, and gains on sale of real estate. Expenses that are not reflected in the segments are provision for losses, advisory, net income and incentive fees, general and administrative, non-controlling interests and net loss from discontinued operations before gains on sale of real estate.

Presented below is our reportable segments’ operating income for the three and nine months ended September 30, 2011 and 2010, including segment assets and expenditures (dollars in thousands):


For the Three Months Ended September 30, 2011	Commercial Properties		Apartments		Hotels		Land		Other		Total
Operating revenue	$	12,338	$	21,227	$	772	$	81	$	172	$	34,590
Operating expenses		7,819		10,870		547		466		(36)		19,666
Depreciation and amortization		1,897		3,930		15		-		(74)		5,768
Mortgage and loan interest		3,749		6,790		62		2,540		1,900		15,041
Interest income		-		-		-		-		1,039		1,039
Loss on land sales		-		-		-		(942)		-		(942)

Segment operating gain (loss)	$	(1,127)	$	(363)	$	148	$	(3,867)	$	(579)	$	(5,788)

Capital expenditures		1,445		-		-		-		-		1,445
Assets		220,337		599,683		222		-		302,786		1,123,028

Property Sales
Sales price	$	33,040	$	28,690	$	27,319	$	52,565	$	91	$	141,705
Cost of sale		34,694		14,601		27,358		64,135		-		140,788
Deferred current gain		-		7,407		-		-		-		7,407
Recognized prior deferred gain (loss)		5,292		-		-		10,628		(2,025)		13,895

Gain (loss) on sale	$	3,638	$	6,682	$	(39)	$	(942)	$	(1,934)	$	7,405


For the Three Months Ended September 30, 2010	Commercial Properties		Apartments		Hotels		Land		Other		Total
Operating revenue	$	13,118	$	18,474	$	665	$	178	$	(29)	$	32,406
Operating expenses		8,075		10,231		441		754		(55)		19,446
Depreciation and amortization		2,537		3,726		15		-		(105)		6,173
Mortgage and loan interest		3,703		7,542		60		3,074		2,100		16,479
Interest income		-		-		-		-		997		997
Loss on land sales		-		-		-		(72)		-		(72)

Segment operating income (loss)	$	(1,197)	$	(3,025)	$	149	$	(3,722)	$	(972)	$	(8,767)

Capital expenditures		187		331		-		-		-		518
Assets		225,270		563,676		185,784		525,933		(22,975)		1,477,688

Property Sales
Sales price	$	-	$	33,491	$	-	$	8,709	$	-		42,200
Cost of sale		-		29,599		-		9,080		-		38,679
Deferred current gain		-		-		-		-		-		-
Recognized prior deferred gain		-		2,726		-		299		-		3,025

Gain (loss) on sale	$	-	$	6,618	$	-	$	(72)	$	-	$	6,546

The table below reconciles the segment information to the corresponding amounts in the Consolidated Statements of Operations:


	For Three Months Ended September 30,
	2011		2010
Segment operating income (loss)	$	(5,788)	$	(8,767)
Other non-segment items of income (expense)
General and administrative		(3,816)		(2,180)
Advisory fees		(3,241)		(3,972)
Provision on impairment of notes receivable and real		-		-
Other income		115		641
Gain on sale of investments		91		-
Loss on Foreign Currency Transactions		-		(11)
Equity in earnings of investees		(30)		(3)
Income tax expense		(2,867)		(1,099)

Loss from continuing operations	$	(15,536)	$	(15,391)

The table below reconciles the segment information to the corresponding amounts in the Consolidated Balance Sheets:


	September 30,
	2011		2010
Segment assets	$	1,123,028	$	1,461,437
Investments in real estate partnerships		12,498		12,563
Other assets and receivables		188,605		228,210
Assets held for sale		-		16,251

Total assets	$	1,324,131	$	1,718,461


For the Nine Months Ended September 30, 2011	Commercial Properties		Apartments		Hotels		Land		Other		Total
Operating revenue	$	39,929	$	59,588	$	1,794	$	550	$	113	$	101,974
Operating expenses		23,830		30,371		1,345		1,594		250		57,390
Depreciation and amortization		6,462		11,135		46		-		(248)		17,395
Mortgage and loan interest		9,764		22,329		186		9,126		5,878		47,283
Interest income		-		-		-		-		2,910		2,910
Gain on land sales		-		-		-		18,431		-		18,431

Segment operating income (loss)	$	(127)	$	(4,247)	$	217	$	8,261	$	(2,857)	$	1,247

Capital expenditures		1,773		-		-		-		-		1,773
Assets		220,337		599,683		222		-		302,786		1,123,028

Property Sales
Sales price	$	142,451	$	28,690	$	29,844	$	180,112	$	91	$	381,188
Cost of sale		151,695		14,601		26,244		176,550		-		369,090
Deferred current gain		-		7,407		-		-		-		7,407
Recognized prior deferred gain		9,143		963		-		14,869		8,929		33,904

Gain (loss) on sale	$	(101)	$	7,645	$	3,600	$	18,431	$	9,020	$	38,595


For the Nine Months Ended September 30, 2010	Commercial Properties		Apartments		Hotels		Land		Other		Total
Operating revenue	$	41,220	$	55,101	$	1,659	$	459	$	(23)	$	98,416
Operating expenses		24,537		30,503		1,166		3,220		53		59,479
Depreciation and amortization		7,248		11,042		59		-		(317)		18,032
Mortgage and loan interest		11,156		23,712		186		10,278		6,992		52,324
Interest income		-		-		-		-		3,825		3,825
Loss on land sales		-		-		-		(4,187)		-		(4,187)

Segment operating income (loss)	$	(1,721)	$	(10,156)	$	248	$	(17,226)	$	(2,926)	$	(31,781)

Capital expenditures		543		637		-		-		-		1,180
Assets		225,270		563,676		185,784		525,933		(22,975)		1,477,688

Property Sales
Sales price	$	28,740	$	62,950	$	-	$	18,963	$	673	$	111,326
Cost of sale		28,954		52,624		-		24,969		-		106,547
Deferred current gain		-		3,990		-		-		-		3,990
Recognized prior deferred gain		-		5,799		-		1,819		-		7,618

Gain (loss) on sale	$	(214)	$	12,135	$	-	$	(4,187)	$	673	$	8,407

The table below reconciles the segment information to the corresponding amounts in the Consolidated Statements of Operations:


	For Nine Months Ended September 30,
	2011		2010
Segment operating income (loss)	$	1,247	$	(31,781)
Other non-segment items of income (expense)
General and administrative		(11,101)		(7,456)
Advisory fees		(10,225)		(12,017)
Provision on impairment of notes receivable and real		(5,622)		-
Other income		1,881		1,857
Gain on sale of investments		91		673
Gain on Foreign Currency Transactions		-		222
Equity in earnings of investees		(104)		(96)
Income tax expense		(5,335)		(1,477)

Loss from continuing operations	$	(29,168)	$	(50,075)

The table below reconciles the segment information to the corresponding amounts in the Consolidated Balance Sheets:


	September 30,
	2011		2010
Segment assets	$	1,123,028	$	1,461,437
Investments in real estate partnerships		12,498		12,563
Other assets and receivables		188,605		228,210
Assets held for sale		-		16,251

Total assets	$	1,324,131	$	1,718,461

NOTE 9. DISCONTINUED OPERATIONS

We apply the provisions of ASC Topic 360, “Property, Plant and Equipment”. ASC Topic 360 requires that long-lived assets that are to be disposed of by sale be measured at the lesser of (1) book value or (2) fair value less cost to sell. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions.

Discontinued operations relates to properties that were either sold or held for sale as of the period ended September 30, 2011. Included in discontinued operations are a total of 16 and 31 properties as of 2011 and 2010, respectively. Properties sold in 2011 have been reclassified to discontinued operations for current and prior year reporting periods. In 2011, we sold nine commercial properties (Alpenloan, Cooley, Fenton Centre, One Hickory Centre, Parkway North, Signature Athletic, Teleport Blvd, Two Hickory Centre and Westgrove Air Plaza), two apartment complexes (Spyglass and Westwood), four hotels (Airport, Chateau, Shaw and University), and 13 acres of land with a storage warehouse (Eagle Crest). In 2010, we sold 13 apartment complexes (Baywalk, Chateau, Foxwood, Island Bay, Kingsland Ranch, Limestone Canyon, Limestone Ranch, Longfellow Arms, Marina Landing, Mason Park, Sendero Ridge, Tivoli and Villager), one commercial building (217 Rampart) and transferred our limited partnership interest in a consolidated entity that owned an apartment complex (Quail Oaks). The gain on sale of the properties is also included in discontinued operations for those years. The following table summarizes revenue and expense information for the properties sold and held for sale (dollars in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2011			2010			2011			2010
Revenue
Rental	$	1,181		$	8,600		$	12,810		$	31,179
Property operations		692			6,486			9,391			20,510

	$	489		$	2,114		$	3,419		$	10,669

Expenses
Other income		-			50			-			50
Interest		(203	)		(3,960	)		(4,232	)		(11,584	)
General and administration		(239	)		(62	)		(781	)		(116	)
Litigation settlement expense		-			(3	)		-			(4	)
Depreciation		(111	)		(1,619	)		(2,356	)		(5,263	)
Provision on impairment of real estate assets		-			-			(881	)		-

	$	(553	)	$	(5,594	)	$	(8,250	)	$	(16,917	)


Net loss from discontinued operations before gains on sale of real estate, taxes, and fees		(64	)		(3,480	)		(4,831	)		(6,248	)
Gain on sale of discontinued operations		8,256			6,619			20,073			12,279


Income from discontinued operations before tax	$	8,192		$	3,139		$	15,242		$	6,031

Tax benefit		2,867			1,099			5,335			2,111


Income from discontinued operations	$	11,059		$	4,238		$	20,577		$	8,142

Our application of ASC Topic 360 results in the presentation of the net operating results of these qualifying properties sold or held for sale during 2011 as income from discontinued operations. This does not have an impact on net income available to common shareholders and only impacts the presentation of these properties within the Consolidated Statements of Operations.

NOTE 10. COMMITMENTS AND CONTINGENCIES AND LIQUIDITY

In conjunction with its sale of Four Hickory in November 2007, the Company agreed to fund approximately $1.0 million to satisfy its commitment to compensate LK-Four Hickory, LLC for move-in discounts and other concessions to existing tenants at the time of sale. The Company also has certain agreements with LK-Four Hickory, LLC to fund projection shortfalls, which, to date, we have not had to provide any additional funding. In addition, related parties of the Company have active lease agreements with LK-Four Hickory, LLC.

On December 17, 2007, both Limkwang Nevada, Inc., the majority owner of LK-Four Hickory, LLC, and ARL unconditionally guaranteed the punctual payment when due, whether at stated maturity, by acceleration or hereafter, including all fees and expenses incurred by the bank on collection of a $28.0 million note payable for LK-Four Hickory, LLC.

Liquidity. Management believes that ARL will generate excess cash flow from property operations in 2011, such excess however, will not be sufficient to discharge all of ARL’s obligations as they became due. Management intends to sell land and income producing real estate, refinance real estate and obtain additional borrowings primarily secured by real estate to meet its liquidity requirements.

Partnership Buyouts. ARL is the limited partner in one partnership currently constructing a residential property and four partnerships in which the residential property is substantially complete. As permitted in the respective partnership agreements, ARL intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to the completion of these projects. The amounts paid to buy out the non-affiliated partners are limited to development fees earned by the non-affiliated partners, and are set forth in the respective partnership agreements.

Litigation. On October 27, 2011, a settlement agreement was reached with an existing lender pertaining to a $12.0 million real estate note made by a consolidated subsidiary of the Company. The note is secured by 257.52 acres of land known as Pioneer Crossing located in Austin, Texas. Ownership of the land will be transferred to the existing lender and ARL will have a liability of $3.0 million owed to the lender. The note accrues interest at prime+2.0% and payments of interest and principal are due monthly based upon a 20-year amortization schedule. The note matures on November 1, 2014, at which time the unpaid balance shall be due and payable.

A lawsuit has been filed against the Company with regard to certain guaranties pertaining to three real estate notes from consolidated subsidiaries of the Company. The lender is claiming amounts owed of $30.2 million. The notes were secured by certain real estate assets owned by ARL subsidiaries that have since had ownership transferred to the lender, subsequent to the ARL subsidiaries transfer of ownership to a related party under common control. The Company is vigorously defending the lawsuit and has taken a reserve, as a current liability, in the amount of the gain the company would have recognized upon the ownership transfer to a third party. We believe this reserve is in excess of the potential deficiency.

The ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its business, in the opinion of Management, the outcome of such litigation will not have a material adverse impact upon the Company’s financial condition, results of operation or liquidity

NOTE 11. EARNINGS PER SHARE

Earnings per share, “EPS”, have been computed pursuant to the provisions of ASC Topic 260 “Earnings Per Share”. The computation of basic EPS is calculated by dividing net income available to common shareholders from continuing operations, adjusted for preferred dividends, by the weighted-average number of common shares outstanding during the period. Shares issued during the period shall be weighted for the portion of the period that they were outstanding. As of September 30, 2011, we have 3,353,954 shares of Series A 10.0% Cumulative Convertible Preferred Stock, which are outstanding. These shares may be converted into common stock at 90.0% of the average daily closing price of the common stock for the prior 20 trading days. These are considered in the computation of diluted earnings per share if the effect of applying the if-converted method is dilutive. We have 2,000 shares of stock options outstanding, 1,000 of which will expire on January 12, 2012 and 1,000 of which will expire January 1, 2015 if not exercised. The outstanding options are considered in the computation of diluted earnings per share if the effect of applying the “treasury stock” method is dilutive. As of September 30, 2011, the preferred stock and the stock options were anti-dilutive and thus not included in the EPS calculation.

NOTE 12. SUBSEQUENT EVENTS

Subsequent to the period ending September 30, 2011, several properties that were sold to a related party and treated on the books as “subject to sales contract” have been transferred back to the lender for credit against the loan balance. Any impairment necessary related to the inability to recover our original investment has been recorded in 2010 and 2011 and the sales that were deferred will be recognized in the third quarter 2011 when ownership transferred to a third party.

On October 12, 2011, Willowbrook Village, a retail shopping center located in Coldwater, Michigan, which was sold to a related party and treated on the books as “subject to sales contract”, was transferred to the lender for credit against the loan balance. Any impairment necessary related to the inability to recover our original investment has been realized in 2011 and the sale that was deferred will be recognized in the fourth quarter, when ownership transferred to a third party.

On October 20, 2011, we sold 7.4 acres of land known as Keller Springs Lofts land located in Addison, Texas, for a sales price of $4.2 million. This land parcel is owned by TCI Woodmont Group VIII, LP, of which the Company has a 75% limited partner interest.

On October 27, 2011, a settlement agreement was reached with an existing lender pertaining to a $12.0 million real estate note made by a consolidated subsidiary of the Company. The note is secured by 257.52 acres of land known as Pioneer Crossing located in Austin, Texas. Ownership of the land will be transferred to the existing lender and ARL will have a liability of $3.0 million owed to the lender. The note accrues interest at prime+2.0% and payments of interest and principal are due monthly based upon a 20-year amortization schedule. The note matures on November 1, 2014, at which time the unpaid balance shall be due and payable.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the captions “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•

general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

•

risks associated with the availability and terms of construction and mortgage financing and the use of debt to fund acquisitions and developments;

•

demand for apartments and commercial properties in the Company’s markets and the effect on occupancy and rental rates;

•

the Company’s ability to obtain financing, enter into joint venture arrangements in relation to or self-fund the development or acquisition of properties;

•

risks associated with the timing and amount of property sales and the resulting gains/losses associated with such sales;

•

failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully;

•

risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities);

•

risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

•

costs of compliance with the Americans with Disabilities Act and other similar laws and regulations;

•

potential liability for uninsured losses and environmental contamination;

•

risks associated with our dependence on key personnel whose continued service is not guaranteed; and

•

the other risk factors identified in this Form 10-Q, including those described under the caption “Risk Factors.”

The risks included here are not exhaustive. Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements, include among others, the factors listed and described at Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review. There have been no changes from the risk factors previously described in the Company’s Form 10-K for the fiscal year ended December 31, 2010.

Other sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time-to-time and it is not possible for management to predict all such matters: nor can we assess the impact of all such matter on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise as we file them with the SEC.

Overview

We are an externally advised and managed real estate investment company that owns a diverse portfolio of income-producing properties, and land held for development. Our portfolio of income-producing properties includes residential apartment communities, office buildings, hotels, a trade mart located in Denver, Colorado, and other commercial properties. Our investment strategy includes acquiring existing income-producing properties as well as developing new properties on land already owned or acquired for a specific development project. We acquire land primarily in urban in-fill locations or high-growth suburban markets. We are an active buyer and seller of real estate and during the first nine months of 2011 we sold $328.9 million of land and income-producing properties. As of September 30, 2011, we owned 9,027 units in 49 residential apartment communities, 21 commercial properties comprising almost 4.5 million rentable square feet and one hotel containing a total of 161 rooms. In addition, we owned 5,983 acres of land held for development with one apartment complex and a 420-acre holiday resort project in Germany currently in development.

We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties, and debt financing primarily in the form of property-specific first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with short-term, variable interest rate construction loans that are converted to long-term, fixed rate amortizing mortgages when the development project is completed and occupancy has been stabilized. We will, from time to time, also enter into partnerships with various investors to acquire income-producing properties or land and to sell interests in certain of our wholly owned properties. When we sell assets, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable. We generate operating revenues primarily by leasing apartment units to residents; leasing office, retail and industrial space to commercial tenants; and renting hotel rooms to guests.

We have historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

Prior to April 30, 2011, Prime Income Asset Management, LLC (“Prime”) was the Company’s external Advisor and Cash Manager. Prime also served as an Advisor and Cash Manager to TCI and IOT. Effective April 30, 2011, Pillar Income Asset Management, Inc. (“Pillar”) became the Company’s external Advisor and Cash Manager under the same terms as the previous agreement with Prime. Pillar also serves as an Advisor and Cash Manager to TCI and IOT. Prior to December 31, 2010, Triad Realty Services, L.P. (“Triad”) managed the Company’s commercial properties and Regis Realty I, LLC (“Regis Realty”) provided brokerage services. Triad and Regis Realty are affiliates of Prime. Effective January 1, 2011, Regis Realty Prime, LLC (“Regis”), an affiliate of Prime, manages our commercial properties and provides brokerage services under the same terms as the previous agreements with Triad and Regis Realty, for a term of five years. We engage third-party companies to lease and manage our apartment properties.

Critical Accounting Policies

We present our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). In June 2009, the Financial Accounting Standards Board (“FASB”) completed its accounting guidance codification project. The FASB Accounting Standards Codification (“ASC”) became effective for our financial statements issued subsequent to June 30, 2009 and is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. As of the effective date, we no longer refer to the authoritative guidance dictating our accounting methodologies under the previous accounting standards hierarchy. Instead, we refer to the ASC guidance as the sole source of authoritative literature.

The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (VIE), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities are included in consolidated net income. Our investments in Gruppa Florentina, LLC, LK-Four Hickory, LLC, and Garden Centura, L.P. are accounted for under the equity method.

Real Estate

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-market” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities in accordance with ASC Topic 805 “Business Combinations”, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings at replacement cost.

We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

We record acquired “above-market” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases.

Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Depreciation and Impairment

Real estate is stated at depreciated cost. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, property taxes, insurance, and other project costs incurred during the period of development.

Management reviews its long-lived assets used in operations for impairment when there is an event or change in circumstances that indicates impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.

ASC Topic 360 “Property, Plant and Equipment” requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as held for sale, be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and we will not have significant continuing involvement following the sale. The components of the property’s net income that is reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). We generally consider assets to be held for sale when the transaction has been approved by our Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that the property sale within one year is considered probable. Following the classification of a property as held for sale, no further depreciation is recorded on the assets.

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate – General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We cease capitalization when a building is considered substantially complete and ready for its intended use, but no later than one year from the cessation of major construction activity.

Investments in Unconsolidated Real Estate Ventures

Except for ownership interests in variable interest entities, we account for our investments in unconsolidated real estate ventures under the equity method of accounting because we exercise significant influence over, but do not control, these entities. These investments are recorded initially at cost, as investments in unconsolidated real estate ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated real estate ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in variable interest entities, we consolidate those in which we are the primary beneficiary.

Recognition of Rental Income

Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. In accordance with ASC Topic 805 “Business Combinations”, we recognize rental revenue of acquired in-place “above-market” and “below-market” leases at their fair values over the terms of the respective leases. On our Consolidated Balance Sheets, we include as a receivable the excess of rental income recognized over rental payments actually received pursuant to the terms of the individual commercial lease agreements.

Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.

Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. For hotel properties, revenues for room sales and guest services are recognized as rooms are occupied and services are rendered. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.

Revenue Recognition on the Sale of Real Estate

Sales and the associated gains or losses of real estate are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

Non-performing Notes Receivable

We consider a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.

Interest Recognition on Notes Receivable

For notes other than surplus cash notes, we record interest income as earned in accordance with the terms of the related loan agreements. On cash flow notes where payments are based upon surplus cash from operations, accrued but unpaid interest income is only recognized to the extent that cash is received.

Allowance for Estimated Losses

We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.

Fair Value of Financial Instruments

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:


Level 1 –		Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
Level 2 –		Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 –		Unobservable inputs that are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Results of Operations

The discussion of our results of operations is based on management’s review of operations, which is based on our segments. Our segments consist of apartments, commercial buildings, hotels, land and other. For discussion purposes, we break these segments down into the following sub-categories; same property portfolio, acquired properties, and developed properties in the lease-up phase. The same property portfolio consists of properties that were held by us for the entire period for both years being compared. The acquired property portfolio consists of properties that we acquired but have not been held for the entire period for both periods being compared. Developed properties in the lease-up phase consist of completed projects that are being leased up. As we complete each phase of the project, we lease-up that phase and include those revenues in our continued operations. Once a developed property becomes leased up and is held the entire period for both periods under comparison, it is considered to be included in the same property portfolio. Income producing properties that we have sold during the year are reclassified to discontinuing operations for all periods presented.

The following discussion is based on our Consolidated Statements of Operations for the nine months ended September 30, 2011 and 2010 as included in Part I, Item 1. “Financial Statements” of this report. The prior year’s property portfolios have been adjusted for subsequent sales. Continued operations relates to income producing properties that were held during those years as adjusted for sales in the subsequent years.

At September 30, 2011 and 2010, we owned or had interests in a portfolio of 71 and 86 income producing properties, respectively. For discussion purposes, we broke this out between continuing operations and discontinued operations. The total property portfolio represents all income producing properties held as of September 30 for the period presented. Sales subsequent to quarter end represent properties that were held as of period end for the periods presented, but sold in the next quarter. Continuing operations represents all properties that have not been reclassed to discontinued operations as of September 30, 2011 for the periods presented. The table below shows the number of income producing properties held at the quarter ended:


	September 30,
	2011		2010
Continuing operations		70		67
Sales subsequent to period end		1		0
Discontinued operations		0		19

Total property portfolio		71		86

Comparison of the three months ended September 30, 2011 to the same period ended 2010

For the three months ended September 30, 2011, we reported a net loss applicable to common shares of $0.3 million or $0.02 per diluted earnings per share, as compared to a net loss applicable to common shares of $9.7 million or $0.84 per diluted earnings per share for the same period ended 2010.

Revenues

Rental and other property revenues were $34.6 million for the three months ended September 30, 2011. This represents an increase of $2.2 million, as compared to the prior period revenues of $32.4 million. This change, by segment, is an increase in the apartment portfolio of $2.8 million, an increase in the hotel portfolio of $0.1 million, an increase in the land and other portfolios of $0.1 million, offset by a decrease in the commercial portfolio of $0.8 million. Within the apartment portfolio, there was an increase of $2.2 million due to the developed properties in the lease-up phase and an increase of $0.6 million in the same property portfolio. Within the commercial portfolio, the same property portfolio decreased by $0.8 million due to an increase in vacancy, which we attribute to the current state of the economy. As a result, we have directed our efforts to apartment development and put some additional land projects on hold until the economic conditions turn around. We are also continuing to market our properties aggressively to attract new tenants and strive for continuous improvement of our properties in order to maintain our existing tenants.

Expenses

Property operating expenses were $19.7 million for the three months ended September 30, 2011. This represents an increase of $0.3 million, as compared to the prior period operating expenses of $19.4 million. This change, by segment, is an increase in our apartment portfolio of $0.7 million, an increase in our hotel portfolio of $0.1 million, offset by a decrease in our commercial properties of $0.2 million and a decrease in our land and other segments of $0.3 million. Within the apartment portfolio, the same apartment properties decreased $0.6 million due to a decrease in overall costs and additional repairs and maintenance, offset by an increase of $1.3 million from developed properties in the lease-up phase.

General and administrative expenses were $3.8 million for the three months ended September 30, 2011. This represents an increase of $1.6 million, as compared to the prior period general and administrative expenses of $2.2 million. This change is primarily due to an increase in professional services.

Mortgage and loan interest expense was $15.0 million for the three months ended September 30, 2011. This represents a decrease of $1.5 million, as compared to the prior period interest expense of $16.5 million. This change, by segment, is a decrease in our apartment portfolio of $0.7 million, a decrease in our land portfolio of $0.6 million and a decrease in our other portfolio of $0.2 million. The decrease in the apartment portfolio is primarily due to loans that were refinanced in 2010 and 2011 at a lower interest rate.

Other income (expense)

Loss on land sales increased for the three months ended September 30, 2011, as compared to the prior period. In the current period, we sold 3,068.60 acres of land in eight separate transactions for an aggregate sales price of $52.6 million and recorded a loss of $0.9 million. In the prior period, we sold 38.62 acres of land in four transactions for an aggregate sales price of $4.7 million and recorded a loss $0.1 million.

Included in discontinued operations are a total of 16 and 31 properties as of 2011 and 2010, respectively. Properties sold in 2011 have been reclassified to discontinued operations for the current and prior reporting periods. In 2011, we sold nine commercial properties (Alpenloan, Cooley, Fenton Centre, One Hickory Centre, Parkway North, Signature Athletic, Teleport Blvd, Two Hickory Centre and Westgrove Air Plaza), two apartment complexes (Spyglass and Westwood), four hotels (Airport, Chateau, Shaw and University), and 13 acres of land with a storage warehouse (Eagle Crest). In 2010, we sold 13 apartment complexes (Baywalk, Chateau, Foxwood, Island Bay, Kingsland Ranch, Limestone Canyon, Limestone Ranch, Longfellow Arms, Marina Landing, Mason Park, Sendero Ridge, Tivoli and Villager), one commercial building (217 Rampart) and transferred our limited partnership interest in a consolidated entity that owned an apartment complex (Quail Oaks). The gain on sale of the properties is also included in discontinued operations for those years. There was an additional gain of $11.0 million due to the release of reserves on sold properties, see “Note 2. Real Estate Activity” for additional details. The following table summarizes revenue and expense information for these properties sold and held for sale (dollars in thousands):


	For the Three Months Ended September 30,
	2011		2010
Revenue
Rental	$	1,181	$	8,600
Property operations		692		6,486

	$	489	$	2,114
Expenses
Other income		—		50
Interest		(203)		(3,960)
General and administration		(239)		(62)
Litigation settlement expense		—		(3)
Depreciation		(111)		(1,619)

	$	(553)	$	(5,594)

Net loss from discontinued operations before gains on sale of real estate, taxes, and fees		(64)		(3,480)
Gain on sale of discontinued operations		8,256		6,619


Income from discontinued operations before tax	$	8,192	$	3,139

Tax benefit		2,867		1,099


Income from discontinued operations	$	11,059	$	4,238

Comparison of the nine months ended September 30, 2011 to the same period ended 2010

For the nine months ended September 30, 2011, we reported a net gain applicable to common shares of $3.7 million or $0.33 per diluted earnings per share, as compared to a net loss applicable to common shares of ($36.5) million or ($3.17) per diluted earnings per share for the same period ended 2010.

Revenues

Rental and other property revenues were $102.0 million for the nine months ended September 30, 2011. This represents an increase of $3.6 million, as compared to the prior period revenues of $98.4 million. This change, by segment, is an increase in the apartment portfolio of $4.5 million, an increase in the hotel portfolio of $0.1 million, an increase in the land and other portfolios of $0.2 million, offset by a decrease in the commercial portfolio of $1.2 million. Within the apartment portfolio, there was an increase of $2.7 million due to the developed properties in the lease-up phase and an increase of $1.8 million in the same property portfolio. Within the commercial portfolio the decrease was attributable to the same properties due to an increase in vacancy, which we attribute to the current state of the economy. We have directed our efforts to apartment development and put some additional land projects on hold until the economic conditions turn around. We are continuing to market our properties aggressively to attract new tenants and strive for continuous improvement of our properties in order to maintain our existing tenants.

Expenses

Property operating expenses were $57.4 million for the nine months ended September 30, 2011. This represents a decrease of $2.1 million, as compared to the prior period operating expenses of $59.5 million. This change, by segment, is a decrease in our commercial properties of $0.7 million, a decrease in our apartment portfolio of $0.1 million, a decrease in our in our land and other segments of $1.4 million, offset by an increase in our hotels of $0.1 million. Within the apartment portfolio, the same apartment properties decreased $1.8 million due to a decrease in overall costs and additional repairs and maintenance, offset by a $1.7 million increase in developed properties in the lease-up phase. Within the commercial portfolio, the same properties decreased by $0.7 million. The decrease in the land and other portfolios was due to a prior year real estate tax accrual adjustment.

General and administrative expenses were $11.1 million for the nine months ended September 30, 2011. This represents an increase of $3.6 million, as compared to the prior period general and administrative expenses of $7.5 million. This change is primarily due to an increase in professional services.

Mortgage and loan interest expense was $47.3 million for the nine months ended September 30, 2011. This represents a decrease of $5.0 million, as compared to the prior period interest expense of $52.3 million. This change, by segment, is a decrease in our

commercial properties of $1.4 million, a decrease in our apartment portfolio of $1.4 million, a decrease in our land portfolio of $1.1 million and a decrease in our other portfolios of $1.1 million. The decrease in the apartment portfolio is primarily due to loans that were refinanced in 2010 at a lower interest rate. The majority of the decrease in the commercial portfolio is due to a matured loan that is being negotiated.

Provision for impairment was $5.6 million for the nine months ended September 30, 2011. Impairment was recorded as an additional loss of $5.6 million in the apartment properties we currently hold. The majority of the impairment losses were taken on the properties that are treated as “subject to sales contract” where, subsequent to the sale to a related party under common control, negotiations have occurred for the property ownership to transfer to the lender and estimated current property values are lower than our current basis.

Other income (expense)

Interest income was $2.9 million for the nine months ended September 30, 2011. This represents a decrease of $0.9 million, as compared to the prior period interest income of $3.8 million. The majority of this decrease is due to the accrued interest recognition on the cash flow notes from Unified Housing Foundation, Inc. On cash flow notes where payments are based upon surplus cash from operations, accrued but unpaid interest income is only recognized to the extent that cash is received. Less cash was received in the current period as compared to the prior period.

Gain on land sales increased for the nine months ended September 30, 2011, as compared to the prior period. In the current period, we sold 4,360.24 acres of land in 39 separate transactions for an aggregate sales price of $163.5 million and recorded a gain of $18.4 million. In the prior period, we sold 62.18 acres of land in six transactions for an aggregate sales price of $22.3 million and recorded a loss of $4.2 million.


	For the Nine Months Ended September 30,
	2011		2010
Revenue
Rental	$	12,810	$	31,179
Property operations		9,391		20,510

	$	3,419	$	10,669
Expenses
Other income		—		50
Interest		(4,232)		(11,584)
General and administration		(781)		(116)
Litigation settlement expense		—		(4)
Depreciation		(2,356)		(5,263)
Provision on impairment of real estate assets		(881)		—

	$	(8,250)	$	(16,917)

Net loss from discontinued operations before gains on sale of real estate, taxes, and fees		(4,831)		(6,248)
Gain on sale of discontinued operations		20,073		12,279


Income from discontinued operations before tax	$	15,242	$	6,031

Tax benefit		5,335		2,111


Income from discontinued operations	$	20,577	$	8,142

Liquidity and Capital Resources

Our principal liquidity needs are:

•

fund normal recurring expenses;

•

meet debt service and principal repayment obligations including balloon payments on maturing debt;

•

fund capital expenditures, including tenant improvements and leasing costs;

•

fund development costs not covered under construction loans; and

•

fund possible property acquisitions.

Our principal sources of cash have been and will continue to be:

•

property operations;

•

proceeds from land and income-producing property sales;

•

collection of mortgage notes receivable;

•

collection of receivables from affiliated companies;

•

refinancing of existing debt; and

•

additional borrowing, including mortgage notes payable and lines of credit.

We draw on multiple financing sources to fund our long-term capital needs. We generally fund our development projects with construction loans. Management anticipates that our available cash from property operations may not be sufficient to meet all of our cash requirements. Management intends to selectively sell land and income producing assets, refinance or extend real estate debt and seek additional borrowing secured by real estate to meet its liquidity requirements. Although the past cannot predict the future, historically, management has been successful at extending a portion of our current maturity obligations and selling assets as necessary to meet current obligations.

Cash flow summary

The following summary discussion of our cash flows is based on the statements of cash flows as presented in Part I Item 1. “Financial Statements” and is not meant to be an all inclusive discussion of the changes in our cash flow (dollars in thousands):


	September 30,
	2011			2010			Variance
Net cash provided by (used in) operating activities	$	(15,566	)	$	17,095		$	(32,661	)
Net cash provided by investing activities	$	244,040		$	97,582		$	146,458
Net cash used in financing activities	$	(231,763	)	$	(112,853	)	$	(118,910	)

Our primary use of cash for operations is daily operating costs, general and administrative, advisory fees and land holding costs. Our primary source of cash from operating activities is rental income on properties. In addition, we have an affiliated account in which excess cash is transferred to or from. We had a decrease in cash provided by operating activities is due to the repayment of affiliate payables in the current period.

Our cash from investing activities increased, as compared to the prior period, primarily attributable to the sale of income producing properties and land in the current period. The majority of the proceeds from sales were realized in the form of loan assumptions or proceeds used for payment on loans associated with those projects.

Our cash used in financing activities increased, as compared to the prior period, primarily attributable to recurring principal payments on current loans, maturing loans paid down from sales proceeds and the assumption of loans related to property sales.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and regulations, we may be potentially liable for removal or remediation costs, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery for personal injury associated with such materials.

Management is not aware of any environmental liability relating to the above matters that would have a material adverse effect on our business, assets or results of operations.

Inflation

The effects of inflation on our operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales values of properties and the ultimate gains to be realized from property sales. To the extent that inflation affects interest rates, earnings from short-term investments and the cost of new financings as well as the cost of variable interest rate debt will be affected.

Tax Matters

Financial statement income varies from taxable income principally due to the accounting for income and losses of investees, gains and losses from asset sales, depreciation on owned properties, amortization of discounts on notes receivable and payable and the difference in the allowance for estimated losses. ARL had a loss for federal income tax purposes after the use of net operating loss carry forwards in the first nine months of 2011 and a loss in 2010 and 2009, therefore, it recorded no provision for income taxes.

At September 30, 2011, ARL had a net deferred tax asset of $101.4 million due to tax deductions available to it in future years. However, as management cannot determine that it is more likely than not that ARL will realize the benefit of the deferred tax assets, a 100% valuation allowance has been established.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

At September 30, 2011, our exposure to a change in interest rates on our debt is as follows (dollars in thousands, except per share):


	Balance		Weighted Average Interest Rate			Effect of 1% Increase In Base Rates
Notes payable:
Variable rate	$	234,665		5.72	%	$	2,347

Total decrease in ARL’s annual net income							2,347

Per share						$	0.20

ITEM 4.

CONTROLS AND PROCEDURES

Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.

There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 1, 2000, the Board of Directors approved a share repurchase program authorizing the repurchase of up to a total of 1,000,000 shares of ARL Common Stock. This repurchase program has no termination date. In August 2010, the Board of Directors approved an increase in the share repurchase program for up to an additional 250,000 shares of Common Stock which results in a total authorization under the repurchase program for up to 1,250,000 shares. The following table represents shares repurchased on a monthly basis during the third quarter of 2011:


Period	Total Number of Shares Purchased		Average Price Paid per share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares that May Yet be Purchased Under the Program
Balance at June 30, 2011						986,750		263,250
July 31, 2011		-		-		986,750		263,250
August 31, 2011		-		-		986,750		263,250
September 30, 2011		-		-		986,750		263,250

Total		-

ITEM 6. EXHIBITS

The following exhibits are filed herewith or incorporated by reference as indicated below:


Exhibit Number		Description of Exhibit
3.0		Certificate of Restatement of Articles of Incorporation of American Realty Investors, Inc. dated August 3, 2000 (incorporated by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).

3.1		Certificate of Correction of Restated Articles of Incorporation of American Realty Investors, Inc. dated August 29, 2000 (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q dated September 30, 2000).

3.2		Articles of Amendment to the Restated Articles of Incorporation of American Realty Investors, Inc. decreasing the number of authorized shares of and eliminating Series B Cumulative Convertible Preferred Stock dated August 23, 2003 (incorporated by reference to Exhibit 3.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

3.3		Articles of Amendment to the Restated Articles of Incorporation of American Realty Investors, Inc., decreasing the number of authorized shares of and eliminating Series I Cumulative Preferred Stock dated October 1, 2003 (incorporated by reference to Exhibit 3.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

3.4		Bylaws of American Realty Investors, Inc. (incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form S-4 filed December 30, 1999).

4.1		Certificate of Designations, Preferences and Relative Participating or Optional or Other Special Rights, and Qualifications, Limitations or Restrictions Thereof of Series F Redeemable Preferred Stock of American Realty Investors, Inc., dated June 11, 2001 (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001).

4.2		Certificate of Withdrawal of Preferred Stock, Decreasing the Number of Authorized Shares of and Eliminating Series F Redeemable Preferred Stock, dated June 18, 2002 (incorporated by reference to Exhibit 3.0 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).

4.3		Certificate of Designation, Preferences and Rights of the Series I Cumulative Preferred Stock of American Realty Investors, Inc., dated February 3, 2003 (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002).

4.4		Certificate of Designation for Nevada Profit Corporations designating the Series J 8% Cumulative Convertible Preferred Stock as filed with the Secretary of State of Nevada on March 16, 2006 (incorporated by reference to Registrant current report on Form 8-K for event of March 16, 2006).

10.1		Advisory Agreement between American Realty Investors, Inc. and Pillar Income Asset Management, Inc., dated April 30, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, dated May 2, 2011).

10.2		Second Amendment to Modification of Stipulation of Settlement dated October 17, 2001 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4, dated February 24, 2002).

31.1*		Certification by the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

31.2*		Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

32.1*		Certification pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith

SIGNATURE PAGE

Pursuant to the requirements 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 INVESTORS, INC.

Date: November 14, 2011	By:	/s/ Daniel J. Moos

		Daniel J. Moos
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2011	By:	/s/ Gene S. Bertcher

		Gene S. Bertcher
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

AMERICAN REALTY INVESTORS, INC.

EXHIBITS TO

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2011


Exhibit Number		Description of Exhibits

31.1*		Certification by the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

31.2*		Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

32.1*		Certification pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith