8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 9, 2006
American Real Estate Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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1-9516
(Commission File
Number)
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13-3398766
(IRS Employer
Identification No.) |
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767 Fifth Avenue, Suite 4700,
New York, New York
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10153 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (212) 702-4300
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events
Item 8.01 Other Events
The following information is furnished pursuant to Item 8.01, Other Events
On August 9, 2006, American Real Estate Partners, L.P. (AREP) issued a press release setting
forth AREPs second-quarter 2006 earnings and announcing the approval of a $0.10 per unit quarterly
distribution. A copy of AREPs press release is attached as Exhibit 99.1.
Exhibit Index
99.1 Press Release dated August 9, 2006
[remainder of page intentionally left blank; signature page follows]
SIGNATURES
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 hereunto duly authorized.
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AMERICAN REAL ESTATE PARTNERS, L.P. |
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(Registrant) |
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By: |
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American Property Investors, Inc., |
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its General Partner |
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By:
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/s/ Hillel Moerman |
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Hillel Moerman |
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Chief Financial Officer |
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American Property Investors, Inc., |
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the General Partner of |
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American Real Estate Partners, L.P. |
Date: August 9, 2006
EX-99.1:
EXHIBIT 99.1
Investor Contact:
Andrew Skobe
Treasurer
212-702-4300
For Release: August 9, 2006
American Real Estate Partners, L.P. Reports Second-Quarter Financial Results
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Revenues of $507.6 million, up by $286.2 million |
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Earnings of $71.1 million, up by $62.8 million |
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Operating cash flow of $127.5 million, up by $21.8 million |
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Investment gains of $44.4 million, up by $65.7 million |
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Board of Directors approved $0.10 per unit quarterly distribution |
New York, NY American Real Estate Partners, L.P. (AREP) (NYSE:ACP) today reported its
second-quarter 2006 earnings of $71.1 million, or $1.11 per LP unit, up from second-quarter 2005
earnings of $8.4 million.
In addition, AREP reported that its Board of Directors approved payment of a quarterly cash
distribution of $0.10 per unit on its depositary units in the third quarter of this year. The
distribution is payable on September 5, 2006 to depositary unit holders of record at the close of
business on August 21, 2006.
Three Months Ended June 30, 2006
Revenues increased to $507.6 million for the three months ended June 30, 2006 from $221.4 million
during the three months ended June 30, 2005. The increase of $286.2 million, or 129.3%, reflects
the inclusion of Home Fashion revenue of $237.1 million, and increases of $13.2 million for Oil and
Gas, $12.2 million for Gaming and $23.6 million for Real Estate.
AREP reported operating income of $24.5 million for the second quarter of 2006 compared to $48.1
million for the second quarter of 2005. The decrease in operating income of $23.7 million, or
49.1%, was primarily due to the inclusion of operating losses from Home Fashion of $48.3 million,
of which $20.5 million ($18.8 million non-cash) relates to restructuring and impairment costs.
Second quarter 2006 results were benefited by improved Oil and Gas and Real Estate operating performance, contributing to increases in operating
income for those segments of $14.1 million and $10.9 million, respectively.
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The
following table presents results for the second quarter of 2006 and
2005 by segment
(in millions):
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For three months |
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Operating Income (Loss) |
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Depreciation, Depletion & Amortization |
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2006 |
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2005 |
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2006 |
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2005 |
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Oil and Gas(1) |
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46.5 |
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$ |
32.4 |
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$ |
23.7 |
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$ |
24.5 |
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Gaming |
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15.1 |
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17.0 |
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10.2 |
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9.4 |
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Real Estate |
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14.9 |
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4.0 |
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1.3 |
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1.3 |
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Home Fashion(2) |
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(48.3 |
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9.5 |
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Holding Company |
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(3.7 |
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(5.3 |
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1.3 |
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1.4 |
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Total |
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24.5 |
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48.1 |
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46.0 |
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36.6 |
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(1) |
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Operating income for Oil and Gas is increased by the effects of unrealized gains
on hedging contracts of $20.4 million in 2006 and $6.9 million in 2005. |
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Operating loss for Home Fashion includes $18.8 million in non-cash restructuring
and impairment charges in connection with planned plant closings. |
Oil and Gas
AREP conducts its oil and gas operations through its wholly-owned subsidiary, NEG Oil & Gas LLC.
NEG Oil & Gas currently includes AREPs 50.01% ownership interest in National Energy Group, Inc.,
its managing membership interest in NEG Holding LLC, its indirect membership interest (through
National Energy Group) in NEG Holding, and its 100% ownership interest in each of National Onshore
LP and National Offshore LP.
For the second quarter of 2006, AREPs Oil and Gas segment had revenues of $86.6 million, an
increase of $13.2 million over the second quarter of 2005. Operating income increased by $14.1
million, to $46.5 million, and depreciation, depletion and amortization was $23.7 million. Oil and
Gas revenues and operating income include the effect of unrealized gains on oil and gas hedging
contracts of $20.5 million for second-quarter 2006 and $6.9 million for second-quarter 2005.
Gaming
AREPs wholly-owned subsidiary, American Casino & Entertainment Properties LLC, owns three Las
Vegas casinos: Stratosphere Casino Hotel & Tower, Arizona Charlies Decatur and Arizona Charlies
Boulder; and one casino in Laughlin, Nevada: The Flamingo, Laughlin, Nevada. AREP owns 58.2% of
the common stock of Atlantic Coast Entertainment Holdings, Inc. and Atlantic Coast owns The Sands
Hotel and Casino in Atlantic City, New Jersey.
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For the second quarter of 2006, AREPs Gaming segment had net revenues of $134.8 million, an
increase of 10.0% over the second quarter of 2005, operating income of $15.1
million, a decrease of 11.0% from the second quarter of 2005, and depreciation and amortization of
$10.2 million.
Real Estate
AREPs Real Estate segment is comprised of three groups: rental real estate; property development
and resort operations. For the second quarter of 2006, Real Estate segment had revenues of $49.1
million, an increase of 92.8% over the second quarter of 2005, operating income of $14.9 million,
up $10.9 million over the second quarter of 2005, and depreciation and amortization of $1.3
million.
Home Fashion
On August 8, 2005, WestPoint International, Inc., an indirect subsidiary of AREP, completed the
acquisition of substantially all the assets of WestPoint Stevens Inc. WPI is engaged in the
business of manufacturing, sourcing, marketing and distributing bed and bath home fashion products.
For the three months ended June 30, 2006, AREPs Home Fashion segment had revenues of $237.1
million, an operating loss of $48.3 million and depreciation and amortization of $9.5 million.
Included in the operating loss are $20.5 million of restructuring and impairment charges. The
minority interests of $25.8 million in our statement of operations represent principally the share
of losses relating to the 32.3% of WPI owned by non-AREP investors.
Holding Company Activity
Total general and administrative expenses (including acquisition costs) incurred by the Holding
Company were $3.7 million for the second quarter of 2006 compared to $5.3 million for the second
quarter of 2005.
Conference Call Information
AREP will discuss second quarter results on a conference call and Webcast at 10:00 a.m. EDT today.
The Webcast can be viewed live on AREPs website at www.areplp.com. It will also be
archived and made available at www.areplp.com in the Investor Relations Section. The
dial-in number for the conference call is 1-888-695-0614. The access code is 6254546.
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American Real Estate Partners, L.P. (NYSE: ACP), a master limited partnership, is a diversified
holding company engaged in four primary business segments: Oil and Gas, Gaming, Real Estate, and
Home Fashion. For more information, visit the companys Web site at www.areplp.com.
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Caution Concerning Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or
predict. Forward-looking statements may be identified by words such as expects, anticipates,
intends, plans, believes, seeks, estimates, will, or words of similar meaning and
include, but are not limited to, statements about the expected future business and financial
performance of AREP and its subsidiaries. Among these risks and uncertainties are risks related to
our oil and gas exploration and production operations, including costs of drilling, completing and
operating wells and the effects of regulation; risks related to our gaming and associated hotel,
restaurant and entertainment operations, including the effects of regulation, substantial
competition, rising operating costs and economic downturns; risks related to our real estate
activities, including the effect of any tenant bankruptcies and insolvencies, our ability to
maintain tenant occupancy at current levels, our ability to obtain, at reasonable costs, adequate
insurance coverage and competition for investment properties; risks related to our home fashion
operations, including changes in the availability and price of raw materials, changes in customer
preferences and changes in transportation costs and delivery times; and other risks and
uncertainties detailed from time to time in our filings with the SEC. We undertake no obligation
to publicly update or review any forward-looking information, whether as a result of new
information, future developments or otherwise.
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