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 March 15, 2004 ------------------------ Date of Report (Date of earliest event reported) AMERICAN REAL ESTATE PARTNERS, L.P. ---------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-9516 13-3398766 ---------------- -------- --------------- (State of Organization) (Commission File Number) (IRS Employer Identification Number) 100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549 --------------------------------------- (Address of Registrant's Principal Executive Office (Zip Code) (914) 242-7700 ------------------ (Registrant's telephone number, including area code) ------------------ (Former Name or Former Address, if Changed Since Last Report) 1
ITEM 5. OTHER EVENTS On March 15, 2004, the Registrant announced its 2004 full year and fourth quarter financial results and that no distributions are expected to be made in 2004. Reference is made to the press release, dated March 15, 2004, annexed hereto as Exhibit 99.1 for information regarding the announcement. ITEM 7. EXHIBITS Description of Document Exhibit No. - ----------- 99.1- Press release, dated March 15, 2004 - American Real Estate Partners, L.P., Reports Full Year and Fourth Quarter Results And That No Distributions Are Expected To Be Made In 2004. 2
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. AMERICAN REAL ESTATE PARTNERS, L.P. (Registrant) By: American Property Investors, Inc. General Partner By: /s/ John P. Saldarelli ------------------------------------------------ John P. Saldarelli Chief Financial Officer, Secretary and Treasurer Date: March 16, 2004 3
EXHIBIT INDEX Exhibit Number Description Page No. - ------------- ----------- -------- 99.1 Press Release dated March 15, 2004 3 4
Exhibit 99.1 Contact: John P. Saldarelli Secretary and Treasurer (914) 242-7700 FOR IMMEDIATE RELEASE AMERICAN REAL ESTATE PARTNERS, L.P. REPORTS FULL YEAR AND FOURTH QUARTER RESULTS AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2004 Mount Kisco, New York, March 15, 2004 - American Real Estate Partners, L.P. (NYSE:ACP) today reported the following full year and fourth quarter financial results: For the year ended December 31, 2003, revenues decreased to $283,773,000 from $353,502,000 in 2002. Operating income decreased to $65,615,000 from $84,262,000 in 2002 and diluted earnings from continuing operations per weighted average limited partnership unit outstanding decreased to $1.01 from $1.06 in 2002. Earnings decreased to $68,097,000 for the year ended December 31, 2003 from $73,866,000 in the year ended December 31, 2002 primarily due to a write-down of mortgages and notes receivable, decreased earnings from land, house and condominium operations and decreased interest income. This was partially offset by increased income tax benefit, a decrease in write-down of equity securities and limited partnership interests, an increase in income from discontinued operations, an increase in gain on sale of marketable equity securities and a decreased provision for loss on real estate. For the fourth quarter ended December 31, 2003, revenues decreased to $70,741,000 from $95,250,000 in 2002. Operating income decreased to $17,464,000 from $20,295,000 in 2002. Diluted earnings from continuing operations per weighted average limited partnership unit outstanding increased from $.23 in 2002 to $.71 in 2003, and earnings for the fourth quarter ended December 31, 2003 increased to $38,160,000 from $17,602,000 in the fourth quarter ended December 31, 2002. These increases were primarily due to increased income tax benefits derived from its subsidiaries Stratosphere Corporation and National Energy Group, Inc. In accordance with newly adopted accounting standards, effective July 1, 2003, Limited Partnership Preferred Units are treated as a liability rather than as equity and therefore the preferred pay-in-kind distribution for the year ended December 31, 2003 ($2.4 million), has been recorded as interest expense for the year ended December 31, 2003. However, because these units are considered to be equivalent units for the computation of diluted earnings per weighted average limited partnership unit, this interest expense is added back to earnings for the year ended December 31, 2003. The Company's consolidated financial statements for 2002 and 2001 have been restated to reflect the acquisition of 50.1% of the outstanding stock of National Energy Group, Inc.
On March 15, 2004, AREP announced that no distributions on its Depositary Units are expected to be made in 2004. AREP continues to believe that it should hold and utilize in its business, rather than distribute, cash. No distributions were made in 2003, 2002 or 2001. AREP intends to continue to apply available cash flow toward its operations, repayment of maturing indebtedness, tenant requirements, investments, acquisitions and other capital expenditures. Proceeds from the Company's marketing of its rental real estate assets will be utilized to attempt to further diversify its business operations outside of real estate, including but not limited to sectors such as insurance and oil and gas and gaming, as well as in real estate if opportunities to do so at favorable prices are found. AREP will seek investments that provide rates of return in excess of AREP's cost of capital. There can be no assurance that AREP will successfully market its rental real estate assets, successfully make acquisitions from any proceeds it obtains from the sale of such assets or achieve the returns it would seek in making such acquisitions. American Real Estate Partners, L.P. is a master limited partnership.
AMERICAN REAL ESTATE PARTNERS, L.P. REPORTS FULL YEAR AND FOURTH QUARTER RESULTS AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2004 CONSOLIDATED RESULTS OF EARNINGS In thousands of dollars except per unit data Year Ended December 31, 2003 2002 - ----------------------- ---- ---- (unaudited) (Restated) Revenues $ 283,773 $ 353,502 =========== =========== Operating income $ 65,615 $ 84,262 Provision for loss on real estate (750) (3,212) Write-down of equity securities available for sale (961) (8,476) Write-down of mortgages and notes receivable (18,798) -- Gain on sales and disposition of real estate 7,121 8,990 Loss on limited partnership interests -- (3,750) Gain on sale of marketable equity securities 2,607 -- Income tax benefit (expense) 6,495 (7,480) ----------- ------------ Income from continuing operations 61,329 70,334 Income from discontinued operations 6,768 3,532 ----------- ----------- Net earnings $ 68,097 $ 73,866 =========== =========== Net earnings per L.P. unit: Basic: Income from continuing operations $ 1.09 $ 1.20 Income from discontinued operations .14 .07 ----------- ----------- Basic earnings per L.P. unit $ 1.23 $ 1.27 =========== =========== Weighted average units outstanding 46,098,284 46,098,284 =========== =========== Diluted: Income from continuing operations $ 1.01 $ 1.06 - Income from discontinued operations .12 .06 ----------- ----------- Diluted earnings per L.P. unit $ 1.13 $ 1.12 =========== =========== Weighted average units and equivalent units outstanding 54,489,943 56,466,698 =========== ===========
AMERICAN REAL ESTATE PARTNERS, L.P. REPORTS FULL YEAR AND FOURTH QUARTER RESULTS AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2004 CONSOLIDATED RESULTS OF EARNINGS In thousands of dollars except per unit data Fourth Quarter Ended December 31, 2003 2002 - --------------------------------- ---- ---- (unaudited) (Restated) Revenues $ 70,741 $ 95,250 ========== ========== Operating income $ 17,464 $ 20,295 Provision for loss on real estate (450) (2,286) Gain on sales and disposition of real estate 5,754 4,460 Loss on limited partnership interests -- (3,750) Gain on sales of marketable equity securities 439 -- Income tax benefit (expense) 14,099 (2,000) ----------- ----------- Income from continuing operations 37,306 16,719 Income from discontinued operations 854 883 ----------- ----------- Net earnings $ 38,160 $ 17,602 =========== =========== Net earnings per L.P. unit: Basic: Income from continuing operations $ .79 $ .27 Income from discontinued operations .02 .02 ----------- ----------- Basic earnings per L.P. unit $ .81 $ .29 =========== =========== Weighted average units outstanding 46,098,284 46,098,284 =========== =========== Diluted: Income from continuing operations $ .71 $ .23 Income from discontinued operations .02 .02 ----------- ----------- Diluted earnings per L.P. unit $ .73 $ .25 =========== =========== Weighted average units and equivalent units outstanding 53,420,895 57,087,165 =========== =========== (p: 8K-3-16-04-Full Year and Fourth Quarter)