##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    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: 001-13183
 ROBERTS REALTY INVESTORS, INC.
  Georgia
    
    58-2122873(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)450 Northridge Parkway, Suite 302
Sandy Springs, Georgia
    
    30350(Address of principal executive offices)
    
    (Zip Code)
 (770) 394-6000  (Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $.01 par value per share
    
    NYSE Alternext US
  Yes o No þ
 Yes o No þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ
   Class
    
    Outstanding at March 23, 2009Common Stock, $.01 par value per share
    
    10,122,418 shares
 DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts into which incorporatedNone
    
    N/A




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##### 



TABLE OF CONTENTS
 PAGENOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    2PART I
    
    
    3ITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    12ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    22ITEM 2. PROPERTIES
    
    
    23ITEM 3. LEGAL PROCEEDINGS
    
    
    29ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
    
    
    29PART II
    
    
    30ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    30ITEM 6. SELECTED FINANCIAL DATA
    
    
    32ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
    
    
    33ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
    
    
    46ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    46ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    46ITEM 9A. CONTROLS AND PROCEDURES
    
    
    46ITEM 9B. OTHER INFORMATION
    
    
    48PART III
    
    
    49ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
    
    
    49ITEM 11. EXECUTIVE COMPENSATION
    
    
    52ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    54ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    57ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    62PART IV
    
    
    64ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    64Exhibit 10.1.8Exhibit 10.1.9Exhibit 21Exhibit 23Exhibit 31Exhibit 32




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NOTE REGARDING FORWARD-LOOKING STATEMENTS
    2




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PART I
 
 ITEM 1. BUSINESS.
 General
    (1)
    
    the multifamily segment consists of the Addison Place apartment
community, which was sold on June 24, 2008 and is reflected as discontinued
operations;(2)
    
    the retail/office segment consists of four operating retail centers and
one office building;(3)
    
    the land segment consists of six tracts of undeveloped land totaling
148.4 acres that are either under development and construction or held for
investment; and(4)
    
    the corporate segment consists primarily of operating cash and cash
equivalents plus miscellaneous other assets.
    3




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The Operating Partnership
    Recent Developments
 Sale of Addison Place in June 2008
  Loan Renewals in Third Quarter of 2008
   4




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Special Distribution Declared in December 2008 and Paid in January 2009
  Trends and Outlook
 Short-Term Loans Maturing in April 2009
   Continued Negative Cash Flow
   
    
    converting land loans to construction loans on two of our properties, given that
construction loans fund interest out of draws on the loans;
    
    developing and constructing new apartment communities on the land we own, as described
below, with the expectation that we will begin to generate positive cash flow as we
construct the communities and begin to lease them up;
    
    increasing occupancy and rental rates of our retail and office properties; and
    
    selling one or more assets.
  5




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Business Plan
 Overview
 Property Management Strategy
 
    
    increasing occupancy and rental rates as market conditions permit;
 
    
    minimizing tenant turnover and delinquent rental payments;
 
    
    providing our tenants with attractive facilities;
 
    
    controlling operating expenses and increasing net operating income at each of our
retail and office properties; and
 
    
    providing superior customer service to our tenants.
  6




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##### Table of Contents



Development and Construction Strategy
   
    
    households, population, and employment growth;
 
    
    prevailing rental and occupancy rates in the immediate market area and the perceived
potential for growth in those rates;
 
    
    costs that affect profitability of the investment, including construction,
financing, operating, and maintenance costs;
 
    
    income levels in the area;
 
    
    existing employment bases;
 
    
    traffic volume, transportation access, proximity to commercial centers and regional
malls; and
 
    
    proximity to and quality of the areas schools.
  Determination of Investment, Financing, and Conflict of Interest Policies
  
    
    we cannot change our policy of holding our assets and conducting our business
exclusively through the operating partnership without amending the operating
partnership agreement, which will generally require the consent of the holders of a
majority in interest of the limited partners in the operating partnership including, if
applicable, Roberts Realty; and
 
    
    any changes in our conflicts of interest policies must be approved by a majority of
the independent directors and otherwise be consistent with legal requirements.
  7




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Investment Policies
 Investments in Real Estate or Interests in Real Estate
  Possible Acquisition of Properties from Mr. Roberts or His Affiliates
 
    
    we may hire Mr. Roberts or the Roberts Companies to develop and construct real
estate assets under a fee arrangement;
 
    
    we may acquire undeveloped property from Mr. Roberts or his affiliates for future
development; or
 
    
    we may acquire from Mr. Roberts or his affiliates partially or completely
constructed properties, whether in their lease-up phase or already leased and
stabilized.
   Securities of or Interest in Persons Primarily Engaged in Real Estate Activities and Other
Issuers
  8




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No Investments in Mortgages
 Financing Policies
    Conflict of Interest Policies
   
    
    the transaction is approved, after disclosure of the interest, by the affirmative
vote of a majority of the disinterested directors, or by the affirmative vote of a
majority of the votes cast by disinterested shareholders; or
 
    
    the transaction is established to have been fair to us.
   9




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Other Policies
    Competition
    10




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Environmental and Other Regulatory Matters
  
    
    remediation and removal costs; and
 
    
    damages to persons or property arising from the existence or maintenance of
hazardous or toxic substances.
  Insurance
     11




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ITEM 1A. RISK FACTORS
  1.
    
    financing risks;2.
    
    real estate related risks;3.
    
    tax risks;4.
    
    environmental and other legal risks; and5.
    
    risks for investors in our stock.
  Financing Risks
 We face the maturity of our short-term debt on April 30, 2009, and we may be unable to refinance or
extend this debt.
   We may not be able to obtain the debt and equity we need to carry out our planned development and
construction program.
   12




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Rising interest rates could materially and adversely affect the cost of our indebtedness.
  We face the normal risks associated with debt financing.
  
    
    the risk that our cash flow will be insufficient to meet required payments of
principal and interest; and
    
    the risk that we will not be able to renew, repay, or refinance our debt when it
matures or that the terms of any renewal or refinancing will not be as favorable as
the existing terms of that debt.
  Increased debt and leverage could affect our financial position and impair our ability to make
distributions to our investors.
  
    
    increase our vulnerability to general adverse economic and industry conditions;
 
    
    limit our flexibility in planning for, or reacting to, changes in our business and
the REIT industry, which may place us at a competitive disadvantage compared to our
competitors that have less debt; and
 
    
    limit, along with the possible financial and other restrictive covenants in our
indebtedness, our ability to borrow additional funds.
   13




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We could be negatively affected by the condition of Fannie Mae or Freddie Mac
  If we hedge our fixed-rate debt, our hedging activities may not effectively protect us from
fluctuations in interest rates.
  The failure of any bank in which we deposit our funds or of a money market fund in which we invest
our funds could cause the loss of a portion of our cash.
   14




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Real Estate Related Risks
 Our business currently operates at a loss
  Real estate properties are illiquid and may be difficult to sell, particularly in a poor market
environment like the present.
  Construction risks inherent in the development and construction of new properties could negatively
affect our financial performance.
  
    
    increased costs for or any unavailability of materials or labor;
 
    
    building restrictions;
 
    
    environmental impact studies by the government;
 
    
    weather delays;
 
    
    increased interest costs due to rising interest rates; and
 
    
    any financial instability of the developer (Roberts Properties, Inc.), general
contractor (Roberts Properties Construction, Inc.) or any subcontractor.
   15




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We face leasing risks in our planned development and construction program.
  We are currently concentrated in metropolitan Atlanta, and adverse changes in economic or market
conditions in Atlanta could negatively affect our financial performance and condition.
  
    
    increasing unemployment or the failure of the employment rate to rebound to prior
levels;
 
    
    neighborhood values in the submarkets in which our properties are located;
 
    
    zoning and other regulatory conditions;
 
    
    competition from other properties;
 
    
    property taxes;
 
    
    weather problems; and
 
    
    price increases for materials or labor.
  We face conflicts of interest because of our business dealings with our Chief Executive Officer and
his affiliates.
  
    
    the possibility that the Roberts Companies might incur severe financial problems or
even become bankrupt;
 
    
    the possibility that the Roberts Companies may at any time have economic or business
interests or goals that are or that become inconsistent with our business interests or
goals; or
 
    
    the possibility that the Roberts Companies may be in a position to take action
contrary to our instructions or requests or contrary to our policies or objectives.
  16




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We face substantial competition.
  The ability of our potential residents to buy single-family homes at depressed prices could
adversely affect our revenues from the apartment communities we develop and construct.
  Changes in market or economic conditions may affect our business negatively.
  Terrorism could impair our business.
  Our retail and office tenants may go bankrupt or be unable to make lease payments.
   17




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Losses from natural catastrophes may exceed our insurance coverage.
  Our business depends on key personnel.
  If we are unable to increase our occupancy and rental rates at our retail and office properties,
the performance of those properties will continue to suffer.
  Tax Risks
 Our company may fail to qualify for REIT status under federal income tax laws.
   18




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Our operating partnership may fail to be treated as a partnership for federal income tax purposes.
  Environmental and Other Legal Risks
 We may have liability under environmental laws.
  
    
    we may have to pay for property damage and for investigation and clean-up costs
incurred in connection with the contamination;
 
    
    the law typically imposes clean-up responsibility and liability regardless of
whether the owner or operator knew of or caused the contamination;
 
    
    even if more than one person may be responsible for the contamination, each person
who shares legal liability under the environmental laws may be held responsible for all
of the clean-up costs; and
 
    
    governmental entities or other third parties may sue the owner or operator of a
contaminated site for damages and costs.
   19




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We face risks related to mold.
  We may acquire properties that are subject to liabilities for which we have no recourse, or only
limited recourse, against the seller.
  
    
    claims by tenants, vendors, or other persons dealing with the former owners of the
properties;
 
    
    liabilities incurred in the ordinary course of business; and
 
    
    claims for indemnification by directors, officers, and others indemnified by the
former owners of the properties.
  We face risks in complying with Section 404 of the Sarbanes-Oxley Act of 2002.
   Failure to comply with the Americans with Disabilities Act or other similar laws could result in
substantial costs.
   20




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Risks for Investors in Our Stock
 We do not pay regular quarterly dividends, and we do not anticipate making distributions to
investors for the indefinite future, other than possibly to preserve our REIT status if so
required.
  The market price of our stock is subject to fluctuation as a result of our operating results, the
operating results of other REITs, and changes in the stock market in general.
  Additional issuances of equity securities may dilute the investment of our current shareholders.
  Restrictions on changes of control could prevent a beneficial takeover for investors.
   21




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
    
    our classified board of directors, which may render more difficult a change in
control of the company or removal of incumbent management, because the term of office
of only one-third of the directors expires in a given year;
 
    
    the ability of our board of directors to issue preferred stock;
 
    
    provisions in the articles of incorporation to the effect that no transaction of a
fundamental nature, including mergers in which the company is not the survivor, share
exchanges, consolidations, or sale of all or substantially all of the assets of the
company, may be effectuated without the affirmative vote of at least three-quarters of
the votes entitled to vote generally in any such matter;
 
    
    provisions in the articles of incorporation to the effect that they may not be
amended (except for certain limited matters) without the affirmative vote of at least
three-quarters of the votes entitled to be voted generally in the election of
directors;
 
    
    provisions in the bylaws to the effect that they may be amended by either the
affirmative vote of three-quarters of all shares outstanding and entitled to vote
generally in the election of the directors, or the affirmative vote of a majority of
the companys directors then holding office, unless the shareholders prescribed that
any such bylaw may not be amended or repealed by the board of directors;
 
    
    Georgia anti-takeover statutes under which the company may elect to be protected;
and
 
    
    provisions to the effect that directors elected by the holders of common stock may
be removed only by the affirmative vote of shareholders holding at least 75% of all of
the votes entitled to be cast for the election of directors.
 A redemption of units is taxable.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS.
   22




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ITEM 2. PROPERTIES.
 General
  Retail/Office
 1.
    
    Grand Pavilion, a 62,323 square foot retail center located in Johns
Creek that is 38.8% occupied.
 2.
    
    Bassett Shopping Center, a 19,949 square foot retail center located
directly across from the Mall of Georgia in Gwinnett County that is 100% occupied.
 3.
    
    Spectrum at the Mall of Georgia, a 30,050 square foot retail center
located directly across from the Mall of Georgia in Gwinnett County that is 56.8%
occupied.
 4.
    
    Addison Place Shops, a 44,293-square-foot retail center located at the
entrance to our Addison Place apartment community in Johns Creek that is 31.1%
occupied.
 5.
    
    Northridge Office Building, a 37,864 square foot building located in
Sandy Springs. We occupy a portion of the third floor of the building as our
corporate headquarters, and we have entered into leases for the remaining space on
the third floor with Roberts Properties and Roberts Construction, each of which is
owned by Mr. Charles S. Roberts, our President, Chief Executive Officer, and
Chairman of our Board of Directors. In addition, we have signed leases with two
unrelated companies for portions of the first and second floors. The building is
59.0% occupied.
 Land
 Properties Held for Development and Construction
 1.
    
    Northridge, a 10.9-acre site located adjacent to our Northridge office
building in Sandy Springs that is zoned for mixed-use that includes zoning for 220
apartments.
 2.
    
    Peachtree Parkway, a 23.5-acre site fronting Peachtree Parkway (Highway
141) in Gwinnett County that is zoned for 292 apartments.
 3.
    
    North Springs, a 9.8-acre site located on Peachtree Dunwoody Road in
Sandy Springs that is zoned for 356 residential units, 210,000 square feet of
office space, and 56,000 square feet of retail space.
 4.
    
    Sawmill Village, a 22.0-acre site located in Forsyth County that is
zoned for 154 apartments.
 5.
    
    Highway 20, a 38.2-acre site located in Cumming that is zoned for 210
apartments.
  23




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Land Held for Investment
     24




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Approximate
    
    
    Average
    
    
    PhysicalRetail or
    
    
    
    
    
    
    
    Rentable
    
    
    Base Rent
    
    
    OccupancyOffice
    
    
    
    Year
    
    
    Area
    
    
    per
    
    
    as ofProperty
    
    Location
    

Acquired
(1)
    
    
    (Square Feet)
    
    
    Square Foot
    
    
    12/31/08Retail:Grand Pavilion
    
    Johns Creek
    
    
    2005
    
    
    
    62,323
    
    
    $
    18.88
    
    
    
    44.6
    %Bassett Center
    

Gwinnett County
    
    
    2005
    
    
    
    19,949
    
    
    
    20.93
    
    
    
    92.3
    %Spectrum Center
    
    Gwinnett County
    
    
    2005
    
    
    
    30,050
    
    
    
    26.26
    
    
    
    56.8
    %Addison Place Shops
    
    Johns Creek
    
    
    2008
    
    
    
    44,293
    
    
    
    24.46
    
    
    
    35.1
    %Total Retail
    
    
    
    
    
    
    
    
    156,615
    
    
    $
    21.94
    
    
    
    50.1
    %Northridge
Office Building(2)
    
    Atlanta
    
    
    2001
    
    
    
    37,864
    
    
    $
    20.25
    
    
    
    59.0
    %
 
 (1)
    
    We acquired the first three retail properties listed below from unrelated sellers. We
developed and constructed the Addison Place Shops retail center, which was largely completed
in May 2005, and the 5,088 square foot building D was completed in 2008.(2)
    
    A total of 6,245 square feet of the occupied space the Northridge office building is our
corporate headquarters.  Expiring
    
    
    % of TotalNumber of
    
    
    Approximate
    
    
    Approximate
    
    
    Expiring
    
    
    % of TotalExpiring
    
    
    Rentable Area
    
    
    Rentable Area
    
    
    Annualized
    
    
    AnnualizedYear
    
    Leases(1)
    
    
    (Square Feet)
    
    
    (Square Feet)
    
    
    Base Rent
    
    
    Base Rent2009
    
    
    7
    
    
    
    20,230
    
    
    
    23.9
    %
    
    $
    434,162
    
    
    
    22.0
    %2010
    
    
    5
    
    
    
    10,050
    
    
    
    11.9
    %
    
    
    185,580
    
    
    
    9.4
    %2011
    
    
    4
    
    
    
    8,995
    
    
    
    10.6
    %
    
    
    224,999
    
    
    
    11.4
    %2012
    
    
    8
    
    
    
    12,430
    
    
    
    14.7
    %
    
    
    353,159
    
    
    
    17.9
    %2013
    
    
    6
    
    
    
    27,626
    
    
    
    32.6
    %
    
    
    634,985
    
    
    
    32.1
    %2014 and later
    
    
    1
    
    
    
    5,370
    
    
    
    6.3
    %
    
    
    141,768
    
    
    
    7.2
    %Total
    
    
    31
    
    
    
    84,701
    
    
    
    100.0
    %
    
    $
    1,974,653
    
    
    
    100.0
    %
 
 (1)
    
    Lease expiration table does not include option periods.  25




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Fulton County
  Johns Creek
 th
  Addison Place Shops.
 Grand Pavilion.
 Alpharetta
  Westside
  26




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Perimeter Center/North Springs Area
  North Springs.
 Northridge Office Building
 Northridge Apartment Community.
 Gwinnett County
  Peachtree Corners Area
   27




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Peachtree Parkway.
 Mall of Georgia Area
  Bassett Shopping Center.
 Spectrum Shopping Center.
 Forsyth County/Cumming
  Sawmill Village
 Highway 20
 Summary of Debt Secured by Our Properties
   28




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Possible Additional Communities to Be Developed
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   29




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PART II
 
 ITEM 5.
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 Market Data for 2007 and 2008
  DividendsQuarter Ended
    
    High
    
    
    Low
    
    
    Declared2008
    
    First Quarter
    
    $
    3.75
    
    
    $
    2.25
    
    
    NoneSecond Quarter
    
    
    3.50
    
    
    
    2.57
    
    
    NoneThird Quarter
    
    
    3.13
    
    
    
    1.95
    
    
    $
    0.66
    (1)Fourth Quarter
    
    
    2.25
    
    
    
    0.53
    
    
    $
    1.56
    (1)2007
    
    First Quarter
    
    $
    4.04
    
    
    $
    3.73
    
    
    NoneSecond Quarter
    
    
    4.04
    
    
    
    3.35
    
    
    NoneThird Quarter
    
    
    3.87
    
    
    
    3.61
    
    
    NoneFourth Quarter
    
    
    3.76
    
    
    
    2.93
    
    
    None
 
 (1)
    
    On June 24, 2008, we sold our 403-unit Addison Place apartment community for $60,000,000 to
an unrelated buyer. Net cash proceeds at closing totaled $29,654,952, from which we paid a
distribution equal to $0.66 per share/unit, or $5,005,586 in total, to our shareholders and
unitholders on August 5, 2008. On December 18, 2008, our board of directors declared a
special distribution of $9,058,000, or $1.56 per share. The distribution was paid on January
29, 2009 in a combination of 20% in cash, or $0.31 per share, and 80% in our common stock,
equal to $1.25 per share, to shareholders of record at the close of business on December 29,
2008. We paid a total of $2,362,909 in cash to shareholders and unitholders. We issued to
shareholders a total of 3,754,732 shares valued at an aggregate amount of $7,246,633. Shareholder Data
   Distribution Policy
   30




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Stock Repurchase Plan
  Issuer Purchases of Equity Securities
 (d)Maximum(c)
    
    
    Number (orTotal Number of
    
    
    AppropriateShares
    
    
    Dollar(or Units)
    
    
    Value) of Shares(b)
    
    
    Purchased as
    
    
    (or Units) That(a)
    
    
    Average
    
    
    Part of Publicly
    
    
    May Yet BeTotal Number of
    
    
    Price Paid
    
    
    Announced
    
    
    Purchased UnderShares (or Units)
    
    
    Per Share
    
    
    Plans or
    
    
    the Plans orPeriod
    
    Purchased
    
    
    (or Unit)
    
    
    Programs
    
    
    Programs(1)(2)October 1, 2008 
October 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,412November 1, 2008 
November 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,412December 1, 2008 
December 31, 2008
    
    
    8,400
    
    
    $
    1.89
    
    
    
    8,400
    
    
    
    291,600Total
    
    
    8,400
    
    
    
    
    
    
    
    8,400
    
    
    
    
  31




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(1)
    
    In September 1998, our board authorized a stock repurchase plan of up to 400,000 shares of
our outstanding common stock. We repurchased 362,588 shares for $2,764,000 prior to 2002. On
December 2, 2008, our board of directors amended our stock repurchase program to authorize the
company to repurchase up to 300,000 shares of its outstanding common stock (including the
remaining 37,412 shares under the plan before that amendment). The maximum number of the
shares that may yet be purchased under the plan is provided as of December 31, 2008. All
repurchases in December 2008 were made in open market transactions.(2)
    
    Subsequently, on January 13, 2009, our board of directors amended our stock repurchase plan
to authorize the company to repurchase up to 600,000 shares of our outstanding common stock,
effective on that date. Under this policy, as of March 23, 2009, we have authority to
repurchase an additional 585,882 shares under the plan. The plan does not have an expiration
date. Sales of Unregistered Shares
  
 ITEM 6. SELECTED FINANCIAL DATA.
   32




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
 Overview
  Recent Developments
 Sale of Addison Place in June 2008
   
    
    Increased Working Capital. We received net cash proceeds of $29,654,952 from
the sale of Addison Place. As noted above, at March 23, 2009, we have
approximately $13,145,000 in cash and equivalents.
 
    
    Net Cash Provided by Operating Activities from Continuing Operations. In the
past, Addison Place provided a significant portion of the net cash provided by
operating activities from continuing operations. Accordingly, we expect net cash
provided by operating activities from continuing operations to be materially lower
in calendar year 2009 than in 2008.
 
    
    Reduced Revenues. Revenues for Addison Place were $2,703,362 through June 24,
2008, or approximately 50.9% of our total revenue for calendar year 2008.
Accordingly, our revenues will be materially lower in 2009 than in 2008.
 
    
    Reduced Income from Operations. Income from operations provided by Addison
Place was $1,500,431 through June 24, 2008. Including the
results of Addision Place, our total loss from
operations for calendar year 2008 was $3,025,287. Accordingly, we expect our loss
from operations to be materially greater in 2009 than in 2008.
  33




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##### Table of Contents




    
    Reduction in Number of Employees and Associated Costs.Our number of employees
has decreased from 12 to five, and our related costs will decrease materially. Due
to our status as a public company, with its associated costs that are largely
unrelated to our asset
base, the percentage decrease in our overall general and administrative expenses
will be materially less than the percentage of our revenues represented by Addison
Place.
 
    
    Reduced Mortgage Notes Payable. As of the date we closed the sale of Addison
Place, we reduced our mortgage debt by a total of $28,833,212.
 
    
    Reduced Monthly Mortgage Payments. Monthly mortgage payments for Addison Place
were $195,000, or 43.1%, of our total monthly mortgage payments for May 2008, the
last month during which we owned Addison Place for the full month. Our monthly
mortgage payments have been reduced by this amount.
 Loan Renewals in Third Quarter of 2008
  Special Distribution Declared in December 2008 and Paid in January 2009
  (a)
    
    to repay, if necessary, part of the $12,252,000 that we will owe to a lender on
April 30, 2009 and will seek to refinance or extend;
 (b)
    
    to provide the equity required to develop and construct two new apartment
communities as we plan; and
 (c)
    
    to provide working capital to enable us to cover our negative operating cash
flow until we complete our development and construction program.
  
    
    we have 10,122,418 outstanding shares of common stock, and
 
    
    the operating partnership has 1,436,987 outstanding units of limited
partnership interest, with each unit being convertible into 1.647 shares of our
common stock.
   34




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##### Table of Contents



Trends and Outlook
 Short-Term Loans Maturing in April 2009
   Continued Negative Cash Flow
   
    
    converting land loans to construction loans on two of our properties, given that
construction loans fund interest out of draws on the loans;
 
    
    developing and constructing new apartment communities on the land we own, as
described below, with the expectation that we will begin to generate positive cash
flow as we construct the communities and begin to lease them up;
 
    
    increasing the occupancy percentages of our retail and office properties; and
 
    
    selling one or more assets.
  35




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##### Table of Contents



Development and Construction Plans
  No Quarterly Dividends
  Results of Operations
 Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
       36




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##### Table of Contents




    
    an increase of $502,305 of interest that was capitalized on our Northridge,
Sawmill Village, and Peachtree Parkway land in accordance with SFAS No. 34,
Capitalization of Interest Cost; and
 
    
    a $559,812 reduction in interest paid on six floating rate loans (Addison Place
Shops, Northridge office building, Peachtree Parkway, Highway 20, Sawmill Village,
and Westside) due to a decrease in the average 30-day LIBOR rate in 2008 compared
to 2007.
     37




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##### Table of Contents



Liquidity and Capital Resources
 Overview
  Sources and Uses of Capital
  (a)
    
    to repay, if necessary, part of the $12,252,000 that we will owe on April 30,
2009;
 (b)
    
    to provide the equity required to develop and construct two new apartment
communities; and
 (c)
    
    to provide working capital to enable us to cover our negative operating cash
flow until we complete our development and construction program.
  Short- and Long-Term Liquidity Outlook
  Comparison of Twelve Months Ended December 31, 2008 to Twelve Months Ended December 31, 2007
   38




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##### Table of Contents




    
    a $1,597,055 increase in the loss from continuing operations (before minority
interest);
 
    
    a $614,199 decrease in cash provided by discontinued operations (Addison Place);
 
    
    a $240,819 decrease in amounts due to affiliates;
 
    
    a $99,344 decrease in security deposits and prepaid rent.
 
    
    a $58,185 decrease in the amortization of above and below market leases;
 
    
    a $52,817 decrease in the amortization of deferred compensation;
 
    
    a $70,328 decrease in depreciation and amortization expense
 
    
    a $36,838 decrease related to the forfeiture of restricted stock by a former
employee; and
 
    
    a $14,752 decrease in the write-off of the fair market value of leases;
  
    
    a $2,555,000 increase in impairment loss on real estate;
 
    
    a $189,180 increase in accounts payable and accrued expenses relating to
operations; and
 
    
    a $16,317 decrease in other assets.
  
    
    a $58,525,621 increase in cash provided by discontinued operations (Addison
Place), of which $58,488,164 was provided by the sale of Addison Place on June 24,
2008 (before the payment of mortgage notes outstanding); and
 
    
    a $20,506 decrease related to the payment of leasing costs.
  
    
    a $1,567,557 increase in the development and construction of real estate assets;
 
    
    a $550,931 increase in restricted cash;
 
    
    a $407,516 decrease in accounts payable and accrued expenses related to
investing activities; and
 
    
    a $112,702 decrease in due to affiliates.
  39




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##### Table of Contents




    
    a $28,623,577 increase in cash used by discontinued operations (Addison Place),
of which $28,833,212 consisted of mortgage notes repaid or assumed by the buyer in
connection with the sale of Addison Place on June 24, 2008;
 
    
    a $5,005,586 distribution paid to shareholders and unitholders on August 5,
2008;
 
    
    $815,000 used to repay land notes;
 
    
    An increase during 2008 of $777,696 used to repay construction notes;
 
    
    $400,000 used to repay the line of credit during 2008 compared to proceeds
received of $400,000 during 2007;
 
    
    an increase during 2008 of $108,100 used to pay loan costs;
 
    
    an increase during 2008 of $70,698 used to repay an insurance premium note
payable;
 
    
    $15,886 used to purchase treasury stock; and
 
    
    an increase of $11,314 in the principal repayment of mortgage notes payable.
 Debt Summary
   40




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.

DEBT SUMMARY SCHEDULE
(Listed in order of maturity by type of loan)
As of December 31, 2008
 Interest
    
    
    Maturity
    
    
    Balance at
    
    
    Monthly
    
    
    Dec. 31, 2008Lender
    
    Interest Terms
    
    Rate(1)
    
    
    Date
    
    
    Maturity
    
    
    Payment
    
    
    BalancePermanent Mortgage LoansGrand Pavilion Shopping Center (2)
    
    LaSalle Bank
    
    Fixed-rate permanent
    
    
    5.43
    %
    
    
    07/11/13
    
    
    $
    6,016,331
    
    
    $
    40,565
    
    
    $
    6,625,209Spectrum Shopping Center (2)
    
    LaSalle Bank
    
    Fixed-rate permanent
    
    
    5.68
    %
    
    
    05/01/14
    
    
    
    4,545,747
    
    
    
    31,273
    
    
    
    5,059,141Bassett Shopping Center (2)
    
    LaSalle Bank
    
    Fixed-rate permanent
    
    
    8.47
    %
    
    
    10/01/19
    
    
    
    1,943,343
    
    
    
    21,853
    
    
    
    2,607,670Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,505,421
    
    
    $
    93,691
    
    
    $
    14,292,020Construction LoansAddison Place Shops (3)
    
    Compass Bank
    
    LIBOR plus 200
    
    
    3.50
    %
    
    
    04/30/10
    
    
    $
    6,000,000
    
    
    Interest only
    
    
    $
    6,000,000Northridge Office Building (4) (5)
    
    Bank of N. Ga.
    
    LIBOR plus 200
    
    
    3.75
    %
    
    
    09/10/10
    
    
    
    2,911,667
    
    
    $
    13,333
    
    
    
    3,165,000Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,911,667
    
    
    
    
    
    
    $
    9,165,000Land LoansPeachtree Parkway (6)
    
    Wachovia Bank
    
    LIBOR plus 400
    
    
    5.88
    %
    
    
    04/30/09
    
    
    $
    8,175,000
    
    
    Interest only
    
    
    $
    8,175,000Highway 20 (6)
    
    Wachovia Bank
    
    LIBOR plus 400
    
    
    5.83
    %
    
    
    04/30/09
    
    
    
    4,077,000
    
    
    Interest only
    
    
    
    4,077,000Westside (4)
    
    Compass Bank
    
    LIBOR plus 200
    
    
    3.75
    %
    
    
    02/27/10
    
    
    
    6,000,000
    
    
    Interest only
    
    
    
    6,000,000Sawmill Village
    
    Bank of N. Ga.
    
    LIBOR plus 175
    
    
    2.22
    %
    
    
    02/28/10
    
    
    
    3,000,000
    
    
    Interest only
    
    
    
    3,000,000Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,252,000
    
    
    
    
    
    
    $
    21,252,000Line of CreditRevolving $2,500,000 Line of 
Credit (7)
    
    Compass Bank
    
    LIBOR plus 200
    
    
    
    
    
    
    09/01/09
    
    
    $
    0
    
    
    Interest only
    
    
    $
    0Grand Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,669,088
    
    
    
    
    
    
    $
    44,709,020
 (1)
    
    The interest rate shown for variable-rate debt is as of December 31, 2008.(2)
    
    The lender acts as trustee
for the actual lender. Additional monthly payments are
required to sustain escrow reserves. Prepayment of the loan is not an option.(3)
    
    This loan has an interest rate floor of 3.50%.(4)
    
    Each of these loans has an interest rate floor of 3.75%.(5)
    
    The monthly payment on this loan consists of a fixed principal amount of $13,333 per
month plus interest at the stated rate on the unpaid balance.(6)
    
    As of March 23, 2009, this loan bears interest at LIBOR plus 425 basis points.(7)
    
    This loan has an interest rate floor of 4.0%.  41




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##### Table of Contents



Debt Maturities
  Debt Maturity Schedule  As of December 31, 2008
 PrincipalYear
    
    Payments
    
    
    Properties with Balloon Payments2009
    
    $
    12,643,209
    
    
    Peachtree Parkway land and Highway 20 land2010
    
    
    18,270,712
    
    
    Westside, Sawmill, Addison Shops, Northridge Office Building2011
    
    
    282,3762012
    
    
    297,7372013
    
    
    6,256,980
    
    
    Grand PavilionThereafter
    
    
    6,958,006
    
    
    Spectrum, and Bassett retail centersTotal
    
    $
    44,709,020
 Short-Term Debt
    Long-Term Debt
  Floating Rate Debt
   42




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##### Table of Contents



Critical Accounting Policies and Recent Accounting Pronouncements
  Cost Capitalization
   Purchase Valuation
  Asset Impairment Evaluation
   43




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##### Table of Contents



Derivatives and Hedging Activities
    Recent Accounting Pronouncements
    44




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##### Table of Contents



Stock Repurchase Plan
   45




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Financial Statements as of December 31, 2008 and
 2007 and for the Years Ended December 31, 2008 and 2007:Consolidated Balance Sheets
    
    
    F-2Consolidated Statements of Operations
    
    
    F-3Consolidated Statements of Shareholders Equity
    
    
    F-4Consolidated Statements of Cash Flows
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Disclosure Controls and Procedures
   46




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
   Internal Control
over Financial Reporting Guidance for Smaller Public Companies
  Changes in Internal Controls
   
    
    standardized the change management process to increase the discipline with which
we document, test, approve, and implement changes to our IT environment;
 
    
    adopted operations management procedures to improve our daily backup process and
review of our backup and operations log; and
 
    
    implemented new IT configurations and security management controls to limit and
monitor logical access to our IT systems, applications, and data.
   47




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##### Table of Contents



ITEM 9B. OTHER INFORMATION.
    48




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Term asDirectorName
    
    Age
    
    Expires
    
    PositionCharles S. Roberts
    
    
    62
    
    
    
    2009
    
    
    Chairman of the Board, Chief Executive Officer and PresidentCharles R. Elliott
    
    
    55
    
    
    
    2009
    
    
    Director, Chief Financial Officer, Secretary and TreasurerWm. Jarell Jones
    
    
    60
    
    
    
    2011
    
    
    Director, Chairman of Audit Committee and Chairman of Nominating and Governance CommitteeJohn L. Davis
    
    
    43
    
    
    
    2010
    
    
    DirectorBen A. Spalding
    
    
    74
    
    
    
    2010
    
    
    Director
 Biographical Information
 Charles S. Roberts
    49




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##### Table of Contents



John L. Davis
 Charles R. Elliott
 Wm. Jarell Jones
 Ben A. Spalding
  50




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics and Business Conduct
  
    
    honest and ethical conduct, including the ethical handling of corporate
opportunities and actual or apparent conflicts of interest between personal and
professional relationships;
 
    
    full, fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the SEC and in other public communications we make;
 
    
    compliance with applicable governmental laws, rules, and regulations;
 
    
    confidentiality;
 
    
    protection and proper use of company assets;
 
    
    equal employment opportunities and prohibition of discrimination or harassment;
 
    
    the prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code; and
 
    
    (8) accountability for adherence to the code.
  Audit Committee
   51




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION.
 Compensation of Executive Officers
  Summary Compensation Table for 2008 and 2007
 Stock
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    TotalPosition
    
    Year
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Charles S. Roberts,
    
    
    2008
    
    
    
    225,000
    
    
    
    250,000
    (1)
    
    
    
    
    
    
    
    
    
    
    475,000Chief Executive Officer, President,
    
    
    2007
    
    
    
    224,519
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,519and Chairman
of the BoardCharles R. Elliott,
    
    
    2008
    
    
    
    163,795
    (3)
    
    
    75,000
    (4)
    
    
    
    
    
    
    
    
    
    
    238,795Chief Financial Officer, Secretary,
    
    
    2007
    
    
    
    127,413
    (3)
    
    
    
    
    
    
    48,063
    (5)
    
    
    
    
    
    
    175,476and Treasurer
 (1)
    
    On June 24, 2008, the board of directors of Roberts Realty approved the payment of a $250,000
bonus to Mr. Roberts, at the closing of the sale of our 403-unit Addison Place apartment
community.(2)
    
    On February 28, 2007, our compensation committee granted a $25,000 salary increase to Mr.
Roberts for his performance as Chief Executive Officer.(3)
    
    Effective May 31, 2006, we hired Mr. Elliott as our Chief Financial Officer, Secretary, and
Treasurer. Under an arrangement we negotiated with Mr. Elliott, we pay him $70 per hour for his
service in those positions. Mr. Elliott receives no employee benefits, i.e. medical, vacation,
holidays, etc., and he is paid only for the actual hours he works. In addition, Mr.  Elliott
received our standard director fee of $12,000 during 2008, which is included in the salary
amount shown in the table. (We do not compensate Mr. Roberts for his service as a director.)(4)
    
    On June 24, 2008, the board of directors of Roberts Realty approved the payment of a $75,000
bonus to Mr. Elliott, at the closing of the sale of our 403-unit Addison Place apartment
community.(5)
    
    On February 28, 2007, our compensation committee granted 6,250 shares of restricted stock to
Mr. Elliott for his performance as Chief Financial Officer. Mr. Elliotts restricted shares
vested on June 1, 2007. The grant of restricted shares to Mr. Elliott in 2007 was not intended
as additional compensation for 2006 and, accordingly, is reflected as 2007 compensation in the
table above.  52




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##### Table of Contents



Director Compensation for 2008
  Fees Earnedor Paid in Cash
    
    
    TotalName
    
    ($)
    
    
    ($)John L. Davis
    
    
    2,000
    
    
    
    2,000Dr. James M. Goodrich
    
    
    7,000
    
    
    
    7,000Dennis H. James
    
    
    14,000
    
    
    
    14,000Wm. Jarell Jones
    
    
    42,000
    
    
    
    42,000Ben A. Spalding
    
    
    12,000
    
    
    
    12,000
      53




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 Ownership of Common Stock and Units
  
    
    each person or entity known by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock;
 
    
    each director and our named executive officers; and
 
    
    our directors and executive officers as a group.
    54




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##### Table of Contents



Number ofSharesNumber of
    
    
    UnderlyingShares
    
    
    UnitsName of
    
    Beneficially
    
    
    Beneficially
    
    
    
    
    
    
    Percent ofBeneficial Owner
    
    Owned
    
    
    Owned
    
    
    Total
    
    

Class
(1)Charles S. Roberts
    
    
    3,275,971
    (2)
    
    
    1,166,920
    (3)
    
    
    4,442,891
    
    
    
    39.35
    %John L. Davis
    
    
    22,852
    
    
    
    0
    
    
    
    22,852
    
    
    
    
    *Ben A. Spalding
    
    
    37,955
    (4)
    
    
    44,993
    (5)
    
    
    82,948
    
    
    
    
    *Wm. Jarell Jones
    
    
    53,130
    (6)
    
    
    0
    
    
    
    53,130
    
    
    
    
    *Charles R. Elliott
    
    
    48,000
    
    
    
    0
    
    
    
    48,000
    
    
    
    
    *All directors and
executive officers
as a group: (5
persons)
(7)
    
    
    3,437,908
    
    
    
    1,211,913
    
    
    
    4,649,821
    
    
    
    41.02
    %
 
 *
    
    Less than 1%.(1)
    
    The total number of shares outstanding used in calculating this percentage is 10,122,418, the
number of shares outstanding as of March 23, 2009.(2)
    
    Includes 53,067 shares owned by a family limited liability company of which Mr. Roberts is
the manager. Mr. Roberts disclaims beneficial ownership of those shares.(3)
    
    Reflects Mr.  Roberts beneficial ownership of 708,512 units, each of which is exchangeable
for 1.647 shares of our common stock.(4)
    
    Includes 12,348 shares owned by a partnership of which Mr. Spaldings wife is the managing
partner. Mr. Spalding disclaims beneficial ownership of those shares.(5)
    
    Reflects Mr. Spaldings beneficial ownership of 27,318 units, which include 2,917 units owned
by Mrs. Spalding and 24,401 units owned by partnerships of which Mrs. Spalding is the managing
partner. Each unit is exchangeable for 1.647 shares of our common stock. Mr. Spalding disclaims
beneficial ownership of all units owned by his wife or partnerships of which she is the
managing partner.(6)
    
    Includes 3,332 shares owned by Mr. Jones wife, to which Mr. Jones disclaims beneficial
ownership.(7)
    
    Includes an aggregate of 15,680 shares and 27,318 units beneficially owned by two directors
wives, as to which shares such directors disclaim beneficial ownership.  55




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##### Table of Contents



Equity Compensation Plan Information
  Equity Compensation Plan Information
 Number ofsecurities
    
    
    
    
    
    
    Number of securitiesto be issued
    
    
    Weighted-average
    
    
    remaining available for futureupon exercise of
    
    
    exercise price of
    
    
    issuances under equityoutstanding
    
    
    outstanding
    
    
    compensation plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securities reflected inPlan category
    
    and rights
    
    
    and rights
    
    
    column (a)(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    392,212Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    
    
    
    
    
    
    
    
    392,212
   56




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 General
   Transactions with the Roberts Companies
 Overview
 Northridge
Office Building
    57




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##### Table of Contents



Northridge
Community
 Peachtree
Parkway Land
  (a)
    
    Roberts Properties, or any entity designated by Mr.  Roberts, will be
engaged as the development company for the project and will be paid a development
fee in an amount equal to $5,000 per residential unit multiplied by the number of
residential units that are developed on the property, with such fee to be paid in
equal monthly amounts over the contemplated development period
(we have paid Roberts Properties a $1,460,000 development fee in full satisfaction
of this part of the covenant); and
 (b)
    
    Roberts Construction, or any other entity designated by Mr. Roberts,
will be engaged as the general contractor for the project on a cost plus basis and
will be paid the cost of constructing the project plus 10% (5% profit and 5%
overhead) with such payments to be paid commencing with the start of construction.
  North
Springs Land
  58




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##### Table of Contents



Development
Fees
 TotalAmountTotal
    
    
    Incurred
    
    
    RemainingContract
    
    
    through
    
    
    ContractualAmount
    
    
    2/28/09
    
    
    CommitmentNorth Springs
    
    $
    1,780,000
    
    
    $
    1,780,000
    
    
    $
    0Peachtree Parkway
    
    
    1,460,000
    
    
    
    1,460,000
    
    
    
    0Sawmill Village
    
    
    770,000
    
    
    
    577,500
    
    
    
    192,500Highway 20
    
    
    1,050,000
    
    
    
    100,000
    
    
    
    950,000$
    5,060,000
    
    
    $
    3,917,500
    
    
    $
    1,142,500
  Construction
Contracts
 Other
Fees and Reimbursements
  Approval of Transactions with Related Persons
   59




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##### Table of Contents




    
    the transaction is approved, after disclosure of the interest, by the affirmative
vote of a majority of the disinterested directors, or by the affirmative vote of a
majority of the votes cast by disinterested shareholders; or
 
    
    the transaction is established to have been fair to us.
    
    
    any significant ownership interest in any service provider;
 
    
    any consulting or employment relationship with any service provider, supplier, or
competitor;
 
    
    any outside business activity that detracts from an individuals ability to devote
appropriate time and attention to his or her responsibilities with the company;
 
    
    the receipt of other than nominal gifts or excessive entertainment from any company
with which the company has current or prospective business dealings;
 
    
    being in the position of supervising, reviewing, or having any influence on the job
evaluation, pay, or benefit of any immediate family member; and
 
    
    selling anything to the company or buying anything from the company.
    60




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##### Table of Contents



Determination of Director Independence
   61




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Audit Fees
 For 2007
  For 2008
  Audit-Related Fees
  Tax Fees
 For 2007
  For 2008
  All Other Fees
  Pre-Approval Policy
  General.
  62




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##### Table of Contents



Audit Services.
 Audit-related Services.
 Tax Services.
 All
Other Services
 Pre-Approval Fee Levels
  63




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    (1) and (2). Financial Statements and Schedules.
  INDEX TO FINANCIAL STATEMENTS
 PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-1CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007:Consolidated Balance Sheets
    
    
    F-2Consolidated Statements of Operations
    
    
    F-3Consolidated Statements of Shareholders Equity
    
    
    F-4Consolidated Statements of Cash Flows
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
  64




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  F-1




---



##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSREAL ESTATE ASSETS  At cost:Land
    
    $
    11,375,734
    
    
    $
    11,116,360Buildings and improvements
    
    
    25,521,272
    
    
    
    27,598,225Furniture, fixtures and equipment
    
    
    619,181
    
    
    
    339,28637,516,187
    
    
    
    39,053,871Less accumulated depreciation
    
    
    (3,861,074
    )
    
    
    (2,740,021
    )Operating real estate assets
    
    
    33,655,113
    
    
    
    36,313,850Construction in progress and real estate under development
    
    
    52,305,712
    
    
    
    49,487,604Land held for investment
    
    
    9,009,124
    
    
    
    9,009,124Property held for sale (net)
    
    
    
    
    
    
    30,107,548Net real estate assets
    
    
    94,969,949
    
    
    
    124,918,126CASH AND CASH EQUIVALENTS
    
    
    16,454,995
    
    
    
    603,873RESTRICTED CASH
    
    
    925,521
    
    
    
    326,410DEFERRED FINANCING & LEASING COSTS  Net of accumulated amortization
of $570,894 and $373,318 at December 31, 2008 and December 31, 2007, respectively
    
    
    316,124
    
    
    
    297,514FAIR VALUE OF LEASES  Net of accumulated amortization
of $465,087 and $398,697 at December 31, 2008 and December 31, 2007, respectively
    
    
    322,954
    
    
    
    519,364OTHER ASSETS  Net
    
    
    368,020
    
    
    
    410,750Other assets (net) related to discontinued operations
    
    
    
    
    
    
    374,955$
    113,357,563
    
    
    $
    127,450,992LIABILITIES AND SHAREHOLDERS EQUITYLIABILITIES:Mortgage notes payable
    
    $
    14,292,020
    
    
    $
    14,526,170Construction notes payable
    
    
    9,165,000
    
    
    
    10,076,030Land notes payable
    
    
    21,252,000
    
    
    
    22,067,000Line of credit payable
    
    
    
    
    
    
    400,000Insurance premium note payable
    
    
    
    
    
    
    90,073Accounts payable and accrued expenses
    
    
    655,701
    
    
    
    783,923Due to affiliates
    
    
    52,878
    
    
    
    210,235Security deposits and prepaid rents
    
    
    141,550
    
    
    
    171,535Distribution payable
    
    
    2,362,909
    
    
    
    Mortgage notes, accounts payable and accrued expenses related to discontinued operations
    
    
    23,781
    
    
    
    29,357,559Total liabilities
    
    
    47,945,839
    
    
    
    77,682,525COMMITMENTS AND CONTINGENCIES (Note 9)MINORITY INTEREST OF UNITHOLDERS IN THE OPERATING PARTNERSHIP
    
    
    12,585,216
    
    
    
    11,715,497SHAREHOLDERS EQUITY:Preferred shares, $.01 par value, 20,000,000 shares authorized, no shares issued and
outstanding
    
    
    
    
    
    
    Common shares, $.01 par value, 100,000,000 shares authorized, 10,086,769 and 9,773,642
shares issued and outstanding at December 31, 2008 and December 31, 2007, respectively
    
    
    100,868
    
    
    
    58,125Additional paid-in capital
    
    
    30,389,994
    
    
    
    27,590,845Treasury shares, at cost
    
    
    (15,886
    )
    
    
    Retained earnings
    
    
    22,351,532
    
    
    
    10,404,000Total shareholders equity
    
    
    52,826,508
    
    
    
    38,052,970$
    113,357,563
    
    
    $
    127,450,992
   F-2




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended December 31,2008
    
    
    2007OPERATING REVENUES:Rental operations
    
    $
    2,246,946
    
    
    $
    2,088,160Other operating income
    
    
    352,568
    
    
    
    366,377Total operating revenues
    
    
    2,599,514
    
    
    
    2,454,537OPERATING EXPENSES:Personnel
    
    
    53,550
    
    
    
    56,748Utilities
    
    
    213,873
    
    
    
    193,508Repairs, maintenance and landscaping
    
    
    175,663
    
    
    
    155,474Real estate taxes
    
    
    725,885
    
    
    
    712,938Marketing, insurance and other
    
    
    98,520
    
    
    
    83,672General and administrative expenses
    
    
    1,822,665
    
    
    
    1,680,955Bad debt expense
    
    
    141,640
    
    
    
    2,130Write-off of fair value/market value of leases (net)
    
    
    30,846
    
    
    
    45,598Impairment loss on real estate
    
    
    2,555,000
    
    
    
    Depreciation and amortization expense
    
    
    1,307,590
    
    
    
    1,343,009Total operating expenses
    
    
    7,125,232
    
    
    
    4,274,032LOSS FROM OPERATIONS
    
    
    (4,525,718
    )
    
    
    (1,819,495
    )OTHER INCOME (EXPENSE):Interest income
    
    
    299,200
    
    
    
    137,160Interest expense
    
    
    (1,442,076
    )
    
    
    (2,518,355
    )Legal settlement
    
    
    
    
    
    
    78,000Amortization of deferred financing and leasing costs
    
    
    (202,376
    )
    
    
    (151,225
    )Total other expense
    
    
    (1,345,252
    )
    
    
    (2,454,420
    )LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST
    
    
    (5,870,970
    )
    
    
    (4,273,915
    )MINORITY INTEREST OF UNITHOLDERS IN THE OPERATING PARTNERSHIP
    
    
    1,381,439
    
    
    
    1,009,071LOSS FROM CONTINUING OPERATIONS
    
    
    (4,489,531
    )
    
    
    (3,264,844
    )INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of minority interest
of unitholders in the operating partnership (Note 4)
    
    
    22,110,875
    
    
    
    (146,631
    )NET INCOME (LOSS)
    
    $
    17,621,344
    
    
    $
    (3,411,475
    )INCOME (LOSS) PER COMMON SHARE  BASIC AND DILUTED (Note 6):(Loss) from continuing operations-basic
    
    $
    (0.46
    )
    
    $
    (0.33
    )Income (loss) from discontinued operations-basic
    
    
    2.27
    
    
    
    (0.02
    )Net income (loss)-basic
    
    $
    1.81
    
    
    $
    (0.35
    )(Loss) from continuing operations-diluted
    
    $
    (0.47
    )
    
    $
    (0.34
    )Income (loss) from discontinued operations-diluted
    
    
    2.31
    
    
    
    (0.02
    )Net income (loss)-diluted
    
    $
    1.84
    
    
    $
    (0.36
    )
   F-3




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Common SharesNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares
    
    
    
    
    
    
    Paid-In
    
    
    Treasury
    
    
    Retained
    
    
    ShareholdersIssued
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Earnings
    
    
    EquityBALANCE AS OF DECEMBER 31, 2006
    
    
    5,777,458
    
    
    $
    57,775
    
    
    $
    27,424,751
    
    
    
    
    
    
    $
    13,815,475
    
    
    $
    41,298,001Comprehensive incomeNet loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,411,475
    )
    
    
    (3,411,475
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,411,475
    )Conversion of units to shares
    
    
    10,005
    
    
    
100

    
    
    
    75,595
    
    
    
    
    
    
    
    
    
    
    
    75,695Restricted shares issued to employees,
net of forfeitures
    
    
    25,000
    
    
    
    250
    
    
    
(250
    )
    
    
    
    
    
    
    
    
    
    
Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    73,818
    
    
    
    
    
    
    
    
    
    
    
    73,818Adjustment for minority interest in
the operating partnership

    
    
    
    
    
    
    
    
    
    16,931
    
    
    
    
    
    
    
    
    
    
    
    16,931BALANCE AS OF DECEMBER 31, 2007
    
    
    5,812,463
    
    
    $
    58,125
    
    
    $
    27,590,845
    
    
    $
    
    
    
    $
    10,404,000
    
    
    $
    38,052,970Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,621,344
    
    
    
    17,621,344Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,621,344Purchase of Treasury Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,886
    )
    
    
    
    
    
    
    (15,886
    )Distributions declared
    
    
    3,754,732
    
    
    
    37,547
    
    
    
    
    
    
    
    
    
    
    
    (5,673,812
    )
    
    
    (5,636,265
    )Conversion of units to shares
    
    
    537,422
    
    
    
    5,375
    
    
    
    421,625
    
    
    
    
    
    
    
    
    
    
    
    427,000Restricted shares issued to employees,
net of forfeitures
    
    
    (17,848
    )
    
    
    (179
    )
    
    
    (36,659
    )
    
    
    
    
    
    
    
    
    
    
    (36,838
    )Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    21,001
    
    
    
    
    
    
    
    
    
    
    
    21,001Adjustment for minority interest in
the operating partnership
    
    
    
    
    
    
    
    
    
    
    2,393,182
    
    
    
    
    
    
    
    
    
    
    
    2,393,182BALANCE AS OF DECEMBER 31, 2008
    
    
    10,086,769
    
    
    $
    100,868
    
    
    $
    30,389,994
    
    
    $
    (15,886
    )
    
    $
    22,351,532
    
    
    $
    52,826,508
   F-4




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2008
    
    
    2007OPERATING ACTIVITIES:Net income (loss)
    
    $
    17,621,344
    
    
    $
    (3,411,475
    )Adjustments to reconcile net income to net cash used in operating activities:(Income) loss from discontinued operations, net of minority interest
    
    
    (22,110,875
    )
    
    
    146,631Minority interest of unitholders in the operating partnership
    
    
    (1,381,439
    )
    
    
    (1,009,071
    )Depreciation and amortization
    
    
    1,499,165
    
    
    
    1,569,493Amortization of above and below market leases
    
    
    26,375
    
    
    
    84,560Amortization of deferred compensation
    
    
    21,001
    
    
    
    73,818Write-off of fair value/market value of leases (net)
    
    
    30,846
    
    
    
    45,598Impairment loss on real estate
    
    
    2,555,000
    
    
    
    Forfeiture of restricted stock
    
    
    (36,838
    )
    
    
    Changes in assets and liabilities:Decrease (increase) in other assets
    
    
    1,383
    
    
    
    (14,934
    )(Decrease) increase in security deposits and prepaid rent
    
    
    (29,985
    )
    
    
    69,359(Decrease) increase in due to affiliates
    
    
    (123,973
    )
    
    
    116,846Decrease in accounts payable and other liabilities relating to operations
    
    
    229,294
    
    
    
    40,114Net cash used in operating activities from continuing operations
    
    
    (1,698,702
    )
    
    
    (2,289,061
    )Net cash provided by operating activities from discontinued operations
    
    
    605,600
    
    
    
    1,219,799Net cash used in operating activities
    
    
    (1,093,102
    )
    
    
    (1,069,262
    )INVESTING ACTIVITIES:Payment of leasing costs
    
    
    (34,087
    )
    
    
    (54,593
    )Increase in restricted cash
    
    
    (599,111
    )
    
    
    (48,180
    )(Decrease) increase in accounts payable and other liabilities relating to investing
    
    
    (357,516
    )
    
    
    50,000(Decrease) Increase in due to affiliates
    
    
    (33,385
    )
    
    
    79,317Development and construction of real estate assets
    
    
    (3,835,423
    )
    
    
    (2,267,866
    )Net cash used in investing activities from continuing operations
    
    
    (4,859,522
    )
    
    
    (2,241,322
    )Net cash provided by (used in) investing activities from discontinued operations
    
    
    58,477,108
    
    
    
    (48,513
    )Net cash provided by (used in) investing activities
    
    
    53,617,586
    
    
    
    (2,289,835
    )FINANCING ACTIVITIES:Principal repayments on mortgage notes payable
    
    
    (234,150
    )
    
    
    (222,837
    )Payment of loan costs
    
    
    (182,099
    )
    
    
    (73,999
    )Repayment of construction note payable
    
    
    (911,030
    )
    
    
    (133,333
    )Repayment of land notes payable
    
    
    (815,000
    )
    
    
    Repayment of insurance premium note payable
    
    
    (90,073
    )
    
    
    (19,375
    )(Repayment) Draw of line of credit
    
    
    (400,000
    )
    
    
    400,000Purchase of Treasury Stock
    
    
    (15,886
    )
    
    
    Payment of distribution to shareholders and unitholders
    
    
    (5,005,586
    )
    
    
    Net cash used in financing activities from continuing operations
    
    
    (7,653,824
    )
    
    
    (49,544
    )Net cash used in financing activities from discontinued operations
    
    
    (29,019,538
    )
    
    
    (395,961
    )Net cash used in financing activities
    
    
    (36,673,362
    )
    
    
    (445,505
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    15,851,122
    
    
    
    (3,804,602
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    603,873
    
    
    
    4,408,475CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    16,454,995
    
    
    $
    603,873SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest, net of capitalized interest of $1,193,766 and $691,461
for 2008 and 2007, respectively
    
    $
    2,449,235
    
    
    $
    4,350,870SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:Development and construction of real estate assets due to, but not paid to, affiliates
    
    $
    45,932
    
    
    $
    79,317
   F-5




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    BUSINESS AND ORGANIZATION
    
    
    four neighborhood retail centers totaling 156,615 square feet;
 
    
    one commercial office building totaling 37,864 square feet, part of which
serves as Roberts Realtys corporate headquarters;
 
    
    five tracts of undeveloped land totaling 104 acres in various phases of
development and construction; and
 
    
    a 44-acre tract of land that is held for investment.
 2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation.
   F-6




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##### Table of Contents



Real Estate Assets and Depreciation.
    F-7




---



##### Table of Contents



Cash and Cash Equivalents.
 Restricted Cash.
 Deferred Financing Costs.
  F-8




---



##### Table of Contents



Revenue Recognition.
 Year
    
    Amount2009
    
    $
    1,751,5692010
    
    
    1,386,8482011
    
    
    1,238,1472012
    
    
    980,3402013
    
    
    391,647Thereafter
    
    
    448,932Total
    
    $
    6,197,483
 Income Taxes.
 2008
    
    
    2007Net income (loss)
    
    $
    17,621,344
    
    
    $
    (3,411,475
    )Adjustments to net income:Gains from
sale of real estate assets
    
    
    1,123,656
    
    
    
    Depreciation
    
    
    (213,000
    )
    
    
    292,000Amortization of intangibles
    
    
    
    
    
    
    224,000Prepaid rents
    
    
    (83,000
    )
    
    
    72,000Unearned compensation
    
    
    2,000
    
    
    
    56,000Interest Expense
    
    
    (912,000
    )
    
    
    Bad Debt
    
    
    (5,000
    )
    
    
    Section 754 Deduction
    
    
    (487,000
    )
    
    
    Meals and Entertainment
    
    
    1,000
    
    
    
    Impairment Loss
    
    
    1,953,000
    
    
    
    Fair Market Value of Leases
    
    
    23,000
    
    
    
    Fair Market Value of Leases
    
    
    (1,000
    )Other
    
    
    
    
    
    
    (9,525
    )Taxable income (loss) before
NOL and DPD
    
    $
    19,023,000
    
    
    $
    (2,777,000
    )Dividends paid deduction
    
    
    (12,607,000
    )
    
    
    Net operating loss carryforward
    
    
    (6,416,000
    )
    
    
    Taxable (loss)
    
    $
    
    
    
    $
    
  F-9




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##### Table of Contents



Tax Status of Distributions.
 2008Long-term capital gains
    
    
    65.5
    %Unrecaptured, section 1250 gains
    
    
    34.5
    %
 Earnings Per Share.
 Use of Estimates.
 Recent Accounting Pronouncements.
    F-10




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##### Table of Contents



F-11




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##### Table of Contents



3.
    
    ACQUISITIONS AND DISPOSITIONS
  (a)
    
    $20,271,949 for a mortgage note payable assumed by the buyer,(b)
    
    $8,561,263 for a loan payoff,(c)
    
    $490,599 for an early termination fee, and(d)
    
    $1,021,237 for closing costs and prorations.
  4.
    
    DISCONTINUED OPERATIONS
    F-12




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##### Table of Contents



Years Ended December 31,2008
    
    
    2007OPERATING REVENUES:Rental operations
    
    $
    2,544,434
    
    
    $
    5,127,287Other operating income
    
    
    170,737
    
    
    
    269,719Total operating revenues
    
    
    2,715,171
    
    
    
    5,397,006OPERATING EXPENSES:Personnel
    
    
    302,565
    
    
    
    540,925Utilities
    
    
    136,715
    
    
    
    311,479Repairs, maintenance and landscaping
    
    
    306,781
    
    
    
    460,045Real estate taxes
    
    
    287,463
    
    
    
    603,547Marketing, insurance and other
    
    
    140,079
    
    
    
    313,033General and administrative expenses
    
    
    41,137
    
    
    
    4,170Depreciation of real estate assets
    
    
    
    
    
    
    1,367,581Total operating expenses
    
    
    1,214,740
    
    
    
    3,600,780INCOME FROM OPERATIONS
    
    
    1,500,431
    
    
    
    1,796,226OTHER INCOME (EXPENSE):Interest expense
    
    
    915,624
    
    
    
    1,926,250Loss on disposal of assets
    
    
    
    
    
    
    24,409Amortization of deferred financing & leasing costs
    
    
    18,029
    
    
    
    37,517Total other expense
    
    
    933,653
    
    
    
    1,988,176INCOME (LOSS) BEFORE MINORITY INTEREST AND GAIN ON
SALE OF REAL ESTATE ASSET
    
    
    566,778
    
    
    
    (191,950
    )MINORITY INTEREST OF UNITHOLDERS IN THE OPERATING
PARTNERSHIP
    
    
    (133,363
    )
    
    
    45,319INCOME (LOSS) BEFORE GAIN ON SALE OF REAL ESTATE ASSET
    
    
    433,415
    
    
    
    (146,631
    )GAIN ON SALE OF REAL ESTATE ASSET, net of minority
interest of unitholders in the operating partnership
    
    
    21,677,460
    
    
    
    INCOME (LOSS) FROM DISCONTINUED OPERATIONS
    
    $
    22,110,875
    
    
    $
    (146,631
    )
 5.
    
    NOTES PAYABLE
  1.
    
    mortgage notes secured by some of its operating properties;2.
    
    construction/permanent loans secured by other real estate
assets;3.
    
    land loans used to purchase undeveloped land; and4.
    
    an unsecured, revolving line of credit.
   F-13




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##### Table of Contents



Mortgage Notes.
 FixedInterestRate as of
    
    
    Principal OutstandingProperty Securing Mortgage
    
    Maturity
    
    
    12/31/08
    
    
    12/31/08
    
    
    12/31/07Addison Place Townhomes
    
    
    11/15/09
    
    
    
    6.95
    %
    
    $
    0
    
    
    $
    8,639,477Grand Pavilion Retail Center
    
    
    07/11/13
    
    
    
    5.43
    %
    
    
    6,625,210
    
    
    
    6,742,734Spectrum at the Mall of Georgia
    
    
    05/01/14
    
    
    
    5.68
    %
    
    
    5,059,141
    
    
    
    5,139,752Addison Place Apartments
    
    
    05/01/15
    
    
    
    6.35
    %
    
    
    0
    
    
    
    20,380,061Bassett Retail Center
    
    
    10/01/19
    
    
    
    8.47
    %
    
    
    2,607,669
    
    
    
    2,643,684Total
    
    
    
    
    
    
    
    
    
    $
    14,292,020
    
    
    $
    43,545,708
      Construction Loans.
   F-14




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##### Table of Contents



Land Loans.
   Line of Credit.
  2009
    
    $
    12,643,2092010
    
    
    18,270,7122011
    
    
    282,3762012
    
    
    297,7372013
    
    
    6,256,980Thereafter
    
    
    6,958,006Total
    
    $
    44,709,020
   F-15




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##### Table of Contents



6.
    
    SHAREHOLDERS EQUITY
 Special Cash Distributions Declared in June 2008 and Paid in August 2008.
 Special Cash and Stock Distributions Declared in December 2008 and Paid in January 2009.
 Exchanges of Units for Shares.
 Restricted Stock.
   F-16




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##### Table of Contents



Number of Unvested
    
    
    Weighted GrantShares of
    
    
    Date Fair ValueRestricted Stock
    
    
    Per ShareBalance December 31, 2006
    
    
    1,350
    
    
    $
    7.41Granted
    
    
    25,000
    
    
    
    7.69Forfeited
    
    
    0
    
    
    
    Vested
    
    
    (6,964
    )
    
    
    7.62Balance December 31, 2007
    
    
    19,386
    
    
    $
    7.70Granted
    
    
    2,000
    
    
    
    6.50Forfeited
    
    
    (19,848
    )
    
    
    7.67Vested
    
    
    (1,538
    )
    
    
    6.50Balance December 31, 2008
    
    
    0
    
    
    
    
  Quarterly
Dividends.
 Treasury
Stock.
 Earnings
Per Share.
   F-17




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##### Table of Contents



December 31,2008
    
    
    2007Shares issued and outstanding according to transfer agent
    
    
    6,125,590
    
    
    
    5,812,463Shares issued January 29, 2009, pursuant to the special
distribution declared on December 18, 2008 to
shareholders of record on December 29, 2008
    
    
    3,754,732
    
    
    
    3,754,732Shares issued January 29, 2009, to unitholders who
exchanged units for shares in 2008 after the
December 29, 2008 record date
    
    
    206,447
    
    
    
    206,447Shares outstanding at December 31, 2008 as shown in the
consolidated financial statements
    
    
    10,086,769
    
    
    
    9,773,642
  2008
    
    
    2007Loss from continuing operations  basic
    
    $
    (4,489,531
    )
    
    $
    (3,264,844
    )Minority interest of unitholders in the operating
partnership in income attributable to continuing operations
    
    
    (1,381,439
    )
    
    
    (1,009,071
    )Loss from continuing operations  diluted
    
    $
    (5,870,970
    )
    
    $
    (4,273,915
    )Income (loss) from discontinued operations  basic
    
    
    22,110,875
    
    
    
    (146,631
    )Minority interest of unitholders in the operating
partnership in income attributable to discontinued
operations
    
    
    6,803,569
    
    
    
    (45,319
    )Income (loss) from discontinued operations  diluted
    
    $
    28,914,444
    
    
    $
    (191,950
    )Net income (loss)  diluted
    
    $
    23,043,474
    
    
    $
    (4,465,865
    )Weighted average shares  basic
    
    
    9,763,210
    
    
    
    9,765,617Dilutive securities  weighted average units
    
    
    2,731,276
    
    
    
    2,737,445Weighted average shares  diluted
    
    
    12,494,486
    
    
    
    12,503,062
 7.
    
    SEGMENT REPORTING
   F-18




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##### Table of Contents



1.
    
    the multifamily segment, which consists of operating apartment
communities;
 2.
    
    the retail/office segment, which consists of operating retail centers
and an office building;
 3.
    
    the land segment, which consists of various tracts of land that are
either under development and construction or held for investment; and
 4.
    
    the corporate segment, which consists primarily of operating cash and
cash equivalents plus miscellaneous other assets.
  Twelve Months Ended December 31, 2008  (Dollars in Thousands)
 Retail/Multifamily
    
    
    Office
    
    
    Land
    
    
    Corporate
    
    
    TotalOperating revenues  continuing
    
    $
    
    
    
    $
    2,234,271
    
    
    $
    12,675
    
    
    $
    
    
    
    $
    2,246,946Other operating income
    
    
    
    
    
    
    346,296
    
    
    
    
    
    
    
    6,272
    
    
    
    352,568Total operating revenues from
consolidated entities
    
    
    
    
    
    
    2,580,567
    
    
    
    12,675
    
    
    
    6,272
    
    
    
    2,599,514Operating expenses  continuing
    
    
    
    
    
    
    (3,790,721
    )
    
    
    (342,305
    )
    
    
    (1,684,616
    )
    
    
    (5,817,642
    )Depreciation and amortization expense
    
    
    
    
    
    
    (1,292,617
    )
    
    
    
    
    
    
    (14,973
    )
    
    
    (1,307,590
    )Total operating expenses from
consolidated entities
    
    
    
    
    
    
    (5,083,338
    )
    
    
    (342,305
    )
    
    
    (1,699,589
    )
    
    
    (7,125,232
    )Other (expense) income
    
    
    
    
    
    
    (1,430,308
    )
    
    
    (174,841
    )
    
    
    259,897
    
    
    
    (1,345,252
    )Loss from continuing operations
before minority interest
    
    
    
    
    
    
    (3,933,079
    )
    
    
    (504,471
    )
    
    
    (1,433,420
    )
    
    
    (5,870,970
    )Minority interest of unitholders
in the operating partnership
    
    
    
    
    
    
    925,453
    
    
    
    118,702
    
    
    
    337,284
    
    
    
    1,381,439(Loss) from continuing operations
    
    
    
    
    
    
    (3,007,626
    )
    
    
    (385,769
    )
    
    
    (1,096,136
    )
    
    
    (4,489,531
    )Income from discontinued
operations, net of minority interest
of unitholders in the operating
partnership (Note 4)
    
    
    22,110,875
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,110,875Net income (loss)
    
    $
    22,110,875
    
    
    $
    (3,007,626
    )
    
    $
    (385,769
    )
    
    $
    (1,096,136
    )
    
    $
    17,621,344Total assets at December 31, 2008
    
    $
    
    
    
    $
    34,953,245
    
    
    $
    61,400,184
    
    
    $
    17,004,134
    
    
    $
    113,357,563
  F-19




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##### Table of Contents



Twelve Months Ended December 31, 2007  (Dollars in Thousands)
 Retail/Multifamily
    
    
    Office
    
    
    Land
    
    
    Corporate
    
    
    TotalOperating revenues  continuing
    
    $
    
    
    
    $
    2,074,672
    
    
    $
    13,488
    
    
    $
    
    
    
    $
    2,088,160Other operating income
    
    
    
    
    
    
    341,903
    
    
    
    
    
    
    
    24,474
    
    
    
    366,377Total operating revenues from
consolidated entities
    
    
    
    
    
    
    2,416,575
    
    
    
    13,488
    
    
    
    24,474
    
    
    
    2,454,537Operating expenses  continuing
    
    
    
    
    
    
    (1,107,571
    )
    
    
    (260,376
    )
    
    
    (1,563,075
    )
    
    
    (2,931,022
    )Depreciation and amortization expense
    
    
    
    
    
    
    (1,322,805
    )
    
    
    
    
    
    
    (20,205
    )
    
    
    (1,343,010
    )Total operating expenses from
consolidated entities
    
    
    
    
    
    
    (2,430,376
    )
    
    
    (260,376
    )
    
    
    (1,583,280
    )
    
    
    (4,274,032
    )Other (expense) income
    
    
    
    
    
    
    (1,615,176
    )
    
    
    (963,645
    )
    
    
    124,401
    
    
    
    (2,454,420
    )Loss from continuing operations
before minority interest
    
    
    
    
    
    
    (1,628,977
    )
    
    
    (1,210,533
    )
    
    
    (1,434,405
    )
    
    
    (4,273,915
    )Minority interest of unitholders
in the operating partnership
    
    
    
    
    
    
    384,601
    
    
    
    285,807
    
    
    
    338,663
    
    
    
    1,009,071(Loss) from continuing operations
    
    
    
    
    
    
    (1,244,376
    )
    
    
    (924,726
    )
    
    
    (1,095,742
    )
    
    
    (3,264,844
    )Loss from discontinued
operations, net of minority interest
of unitholders in the operating
partnership (Note 4)
    
    
    (146,631
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (146,631
    )Net loss
    
    $
    (146,631
    )
    
    $
    (1,244,376
    )
    
    $
    (924,726
    )
    
    $
    (1,095,742
    )
    
    $
    (3,411,475
    )Total assets at December 31, 2007
    
    $
    30,482,502
    
    
    $
    37,635,853
    
    
    $
    58,557,295
    
    
    $
    775,342
    
    
    $
    127,450,992
  F-20




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##### Table of Contents



8.
    
    RELATED PARTY TRANSACTIONS
 Transactions with Mr. Charles S. Roberts and His Affiliates
  Design and Development Agreements with Roberts Properties
 1.
    
    on April 14, 2005 for the Peachtree Parkway property;2.
    
    on April 14, 2005 for the North Springs property
(formerly referred to as the Peachtree Dunwoody property);3.
    
    on August 4, 2005 for the Sawmill Village property;
and4.
    
    on February 21, 2006 for the Highway 20 property.
  TotalAmountTotal
    
    
    Incurred
    
    
    RemainingContract
    
    
    through
    
    
    ContractualAmount
    
    
    12/31/08
    
    
    CommitmentNorth Springs
    
    $
    1,780,000
    
    
    $
    1,780,000
    
    
    $
    0Peachtree Parkway
    
    
    1,460,000
    
    
    
    1,460,000
    
    
    
    0Sawmill Village
    
    
    770,000
    
    
    
    462,000
    
    
    
    308,000Highway 20
    
    
    1,050,000
    
    
    
    100,000
    
    
    
    950,000$
    5,060,000
    
    
    $
    3,802,000
    
    
    $
    1,258,000
 Construction Contracts with Roberts Construction
  F-21




---



##### Table of Contents



1.
    
    on March 28, 2003 for the Northridge property;2.
    
    on April 14, 2005 for the Peachtree Parkway property, as amended
December 6, 2006;3.
    
    on April 14, 2005 for the North Springs property (formerly referred to
as the Peachtree Dunwoody property);4.
    
    on August 4, 2005 for the Sawmill Village property; and5.
    
    on February 21, 2006 for the Highway 20 property.
 Land Acquisitions.
 Other Fees.
 Office Leases.
   9.
    
    COMMITMENTS AND CONTINGENCIES
   F-22




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##### Table of Contents



F-23




---



##### Table of Contents



10.
    
    SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 Quarter EndedMarch 31
    
    
    June 30
    
    
    Sept 30
    
    
    Dec 31Year Ended December 31, 2008Total operating revenues
    
    $
    628,234
    
    
    $
    663,301
    
    
    $
    653,434
    
    
    $
    654,545(Loss) income from operations
    
    
    (442,690
    )
    
    
    (379,573
    )
    
    
    (1,692,344
    )
    
    
    (2,011,111
    )(Loss) from continuing operations
(net of minority interest)
    
    
    (679,871
    )
    
    
    (586,979
    )
    
    
    (1,468,267
    )
    
    
    (1,754,414
    )Income (loss) from discontinued operations
    
    
    247,971
    
    
    
    21,846,011
    
    
    
    34
    
    
    
    16,859Net income (loss)
    
    
    (431,900
    )
    
    
    21,259,032
    
    
    
    (1,468,233
    )
    
    
    (1,737,555
    )Per share (diluted):Loss from continuing operations
    
    $
    (0.07
    )
    
    $
    (0.06
    )
    
    $
    (0.15
    )
    
    $
    (0.19
    )Income from discontinued operations
    
    
    0.03
    
    
    
    2.28
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (0.04
    )
    
    $
    2.22
    
    
    $
    (0.15
    )
    
    $
    (0.19
    )Year Ended December 31, 2007Total operating revenues
    
    $
    586,283
    
    
    $
    638,053
    
    
    $
    620,427
    
    
    $
    609,774Loss from operations
    
    
    (485,361
    )
    
    
    (445,520
    )
    
    
    (390,375
    )
    
    
    (498,239
    )Loss from continuing operations
(net of minority interest)
    
    
    (966,273
    )
    
    
    (951,830
    )
    
    
    (606,244
    )
    
    
    (740,497
    )Income (loss) from discontinued operations
    
    
    7,373
    
    
    
    (108,223
    )
    
    
    (71,081
    )
    
    
    25,300Net loss
    
    
    (958,900
    )
    
    
    (1,060,053
    )
    
    
    (677,325
    )
    
    
    (715,197
    )Per share (diluted):Loss from continuing operations
    
    $
    (0.10
    )
    
    $
    (0.10
    )
    
    $
    (0.06
    )
    
    $
    (0.08
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    Net loss
    
    $
    (0.10
    )
    
    $
    (0.11
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )
  11.
    
    SUBSEQUENT EVENTS
 Amendment to Stock Repurchase Plan.
 Amendment to Restricted Stock Plan.
 Loan Commitment to Refinance Loan Secured by Highway 20 Land
 
  F-24




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##### Table of Contents



(a)(3). Exhibits required by Item 601 of Regulation S-K.
  We will provide a copy of any or all of the following exhibits to any shareholder who requests
them, for a cost of ten cents per page.
 Exhibit No.
    
    DescriptionArticles of Incorporation, Bylaws and Certificates and Articles of Merger:3.1
    
    
    Amended and Restated Articles of Incorporation of Roberts Realty Investors,
Inc. filed with the Georgia Secretary of State on July 22, 2004.
[Incorporated by reference to Exhibit 3.1 in our quarterly report on Form
10-Q for the quarter ended September 30, 2004.]3.2
    
    
    Bylaws of Roberts Realty Investors, Inc. [* 2.2]3.3
    
    
    Amended and Restated Bylaws of Roberts Realty Investors, Inc. [Incorporated
by reference to Exhibit 3.1 in our current report on Form 8-K dated February
4, 2008.]4.1
    
    
    Agreement of Limited Partnership of Roberts Properties Residential, L.P.,
dated as of July 22, 1994. [* 3.1]4.1.1
    
    
    First Amended and Restated Agreement of Limited Partnership of Roberts
Properties Residential, L.P., dated as of October 1, 1994, as amended. [*
3.1.1]4.1.2
    
    
    Amendment #1 to First Amended and Restated Agreement of Limited Partnership
of Roberts Properties Residential, L.P., dated as of October 13, 1994. [*
3.1.2]4.1.3
    
    
    Amendment #2 to First Amended and Restated Agreement of Limited Partnership
of Roberts Properties Residential, L.P. [Incorporated by reference to
Exhibit 10.1 in our Registration Statement on Form S-3 filed July 8, 1999,
registration number 333-82453.]4.2
    
    
    Certificate of Limited Partnership of Roberts Properties Residential, L.P.
filed with the Georgia Secretary of State on July 22, 1994. [* 3.2]4.2.1
    
    
    Certificate of Merger filed with the Georgia Secretary of State on October
13, 1994, merging Roberts Properties River Oaks, L.P.; Roberts Properties
Rosewood Plantation, L.P.; Roberts Properties Preston Oaks, L.P.; and Roberts
Properties Highland Park, L.P. with and into Roberts Properties Residential,
L.P. (1994 Consolidation). [* 3.2.1]4.2.2
    
    
    Certificate of Merger filed with the Georgia Secretary of State on March 24,
1995, merging Roberts Properties Holcomb Bridge, L.P. with and into Roberts
Properties Residential, L.P. (Holcomb Bridge Merger). [* 3.2.2]4.2.3
    
    
    Certificate of Merger filed with the Georgia Secretary of State on May 16,
1995, merging Roberts Properties Plantation Trace, L.P. with and into Roberts
Properties Residential, L.P. (Plantation Trace Merger). [* 3.2.3]
  65




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##### Table of Contents



Exhibit No.
    
    Description4.2.4
    
    
    Certificate of Merger filed with the Georgia Secretary of State on September
27, 1995, merging Roberts Properties-St. Simons, L.P. with and into Roberts
Properties Residential, L.P. (Windsong Merger). [* 3.2.4]4.2.5
    
    
    Certificate of Merger filed with the Georgia Secretary of State on March 21,
1996, merging Roberts Properties Bentley Place, L.P. with and into Roberts
Properties Residential, L.P. (Bentley Place Merger). [Incorporated by
reference to Exhibit 4.2.5 in our quarterly report on Form 10-QSB for the
quarter ended June 30, 1996.]4.2.6
    
    
    Certificate of Merger filed with the Georgia Secretary of State on June 26,
1996, merging The Crestmark Club, L.P. with and into Roberts Properties
Residential, L.P. (Crestmark Merger). [Incorporated by reference to Exhibit
4.2.6 in our quarterly report on Form 10-QSB for the quarter ended June 30,
1996.]4.2.7
    
    
    Certificate and Articles of Merger filed with the Georgia Secretary of State
on April 1, 1997 merging Roberts Properties Management, L.L.C. with and into
Roberts Properties Residential, L.P. [Incorporated by reference to Exhibit
4.2.7 in our current report on Form 8-K dated April 1, 1997.]Material Agreements with Affiliates:Corporate Office Building10.1.1
    
    
    Construction Administration Agreement between Roberts Residential, L.P. and
Roberts Properties, Inc. (Corporate Office Building). [Incorporated by
reference to Exhibit 10.20.5 in our quarterly report on Form 10-Q for the
quarter ended September 30, 2001.]10.1.2
    
    
    Office Lease between Roberts Properties Residential, L.P. and Roberts
Properties, Inc. dated March 27, 2006. [Incorporated by reference to Exhibit
10.4 in our quarterly report on Form 10-Q for the quarter ended March 31,
2006.]10.1.3
    
    
    Office Lease between Roberts Properties Residential, L.P. and Roberts
Properties Construction, Inc. dated March 27, 2006. [Incorporated by
reference to Exhibit 10.3 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2006.]10.1.4
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated March 21, 2007.
[Incorporated by reference to Exhibit 10.1 in our quarterly report on Form
10-Q for the quarter ended March 31, 2007.]10.1.5
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated March 21, 2007. [Incorporated by
reference to Exhibit 10.2 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2007.]10.1.6
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated January 18, 2008.
[Incorporated by reference to Exhibit 10.1.6 in our annual report on Form
10-K for the year ended December 31, 2007.]10.1.7
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated January 18, 2008. [Incorporated by
reference to Exhibit 10.1.7 in our annual report on Form 10-K for the year
ended December 31, 2007.]10.1.8
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated January 30, 2009.
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Exhibit No.
    
    Description10.1.9
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated January 30, 2009.Addison Place Shops10.2.1
    
    
    Construction Administration Agreement between Roberts Residential, L.P. and
Roberts Properties, Inc. (Addison Place Shops). [Incorporated by reference
to Exhibit 10.21.3 in our quarterly report on Form 10-Q for the quarter ended
September 30, 2001.]10.2.2
    
    
    Construction Agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated May 11, 2007 (Addison Place
Shops). [Incorporated by reference to Exhibit 10.1 in our current report on
Form 8-K dated May 11, 2007.]Northridge10.3.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated June 15, 2001 (Northridge). [Incorporated
by reference to Exhibit 10.1.17 in our annual report on Form 10-K for the
year ended December 31, 2001.]10.3.2
    
    
    Construction Agreement between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. (Northridge). [Incorporated by
reference to Exhibit 10.1.18 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2003.]Peachtree Parkway10.4.1
    
    
    Tenants-In-Common Agreement between Georgianna Jean Valentino and Roberts
Properties Peachtree Parkway, L.P., assumed by Roberts Properties
Residential, L.P. on December 29, 2004. [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated January 5, 2005.]10.4.2
    
    
    Restrictive Covenant by Roberts Properties Peachtree Parkway, L.P., assumed
by Roberts Properties Residential, L.P. on December 29, 2004. [Incorporated
by reference to Exhibit 10.3 in our current report on Form 8-K dated January
5, 2005.]10.4.3
    
    
    Design and Development Agreement among Roberts Properties Residential, L.P.,
Georgianna Jean K. Valentino and Roberts Properties, Inc. for the Peachtree
Parkway property, dated as of April 14, 2005. [Incorporated by reference to
Exhibit 10.1 in our current report on Form 8-K dated April 12, 2005.]10.4.4
    
    
    Amendment Number 1 to Design and Development Agreement between Roberts
Properties Residential, L.P. and Roberts Properties, Inc. dated as of
December 6, 2006 (Peachtree Parkway). [Incorporated by reference to Exhibit
10.1 in our current report on Form 8-K dated December 6, 2006.]10.4.5
    
    
    Construction Contract among Roberts Properties Residential, L.P., Georgianna
Jean K. Valentino and Roberts Properties Construction, Inc. for the Peachtree
Parkway property, dated as of April 14, 2005. [Incorporated by reference to
Exhibit 10.3 in our current report on Form 8-K dated April 12, 2005.]10.4.6
    
    
    Amendment Number 1 to Construction Contract between Roberts Properties
Residential, L.P. and Roberts Properties Construction, Inc. dated as of
December 6, 2006 (Peachtree Parkway). [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated December 6, 2006.]
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Exhibit No.
    
    DescriptionNorth Springs (formerly Peachtree Dunwoody)10.5.1
    
    
    Restrictive Covenant by Roberts Properties Peachtree Dunwoody, LLC, assumed
by Roberts Properties Residential, L.P. on January 20, 2005. [Incorporated
by reference to Exhibit 10.2 in our current report on Form 8-K dated January
21, 2005.]10.5.2
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the North Springs (formerly Peachtree
Dunwoody) property, dated as of April 14, 2005. [Incorporated by reference
to Exhibit 10.2 in our current report on Form 8-K dated April 12, 2005.]10.5.3
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the North Springs (formerly
Peachtree Dunwoody) property, dated as of April 14, 2005. [Incorporated by
reference to Exhibit 10.4 in our current report on Form 8-K dated April 12,
2005.]Sawmill Village10.6.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the Sawmill property in Cumming, Georgia,
dated as of August 4, 2005. [Incorporated by reference to Exhibit 10.1 in
our current report on Form 8-K dated August 9, 2005.]10.6.2
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the Sawmill property in Cumming,
Georgia, dated as of August 4, 2005. [Incorporated by reference to Exhibit
10.2 in our current report on Form 8-K dated August 9, 2005.]Highway 2010.7.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the Highway 20 property in Cumming, Georgia,
dated as of February 21, 2006. [Incorporated by reference to Exhibit 10.1 in
our current report on Form 8-K dated February 21, 2006.]10.7.2
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the Highway 20 property in Cumming,
Georgia, dated as of February 21, 2006. [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated February 21, 2006.]Compensation Agreements and Arrangements, and Restricted Stock Plan10.8.1
    
    
    Determination of annual base salary for 2006, effective January 1, 2006, for
Charles S. Roberts, the registrants President and Chief Executive Officer.
[Incorporated by reference to Item 1.01 in our current report on Form 8-K
dated May 16, 2006.]10.8.2
    
    
    Determination of compensation arrangements for the interim Chief Financial
Officer of Roberts Realty Investors, Inc. [Incorporated by reference to Item
5.02 in our current report on Form 8-K dated May 31, 2006.]10.8.3
    
    
    2006 Roberts Realty Investors, Inc. Restricted Stock Plan. [Incorporated by
reference to Annex A to the registrants definitive proxy statement filed
July 20, 2006.]
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Exhibit No.
    
    Description10.8.4
    
    
    Revised Form of Restricted Stock Award Agreement (supersedes the form of
restricted stock award agreement attached as Exhibit A to Annex A to our
proxy statement for our 2006 annual meeting filed with the SEC on July 20,
2006). [Incorporated by reference to Exhibit 10.3 in our quarterly report on
Form 10-Q for the quarter ended March 31, 2007.]10.8.5
    
    
    Restricted Stock Award Agreement between Roberts Realty Investors, Inc. and
Charles R. Elliott dated February 28, 2007. [Incorporated by reference to
Exhibit 10.4 in our quarterly report on Form 10-Q for the quarter ended March
31, 2007.]10.8.6
    
    
    Compensation arrangement for Wm. Jarell Jones, effective February 4, 2008.
[Incorporated by reference to Exhibit 10.2 in our current report on Form 8-K
dated February 4, 2008.]10.8.7
    
    
    Modification of compensation arrangement for Wm. Jarell Jones, effective July
1, 2008. [Incorporated by reference to Item 1.02 in our current report on
Form 8-K dated August 22, 2008.]10.8.8
    
    
    2006 Roberts Realty Investors, Inc. Restricted Stock Plan, as amended
effective January 27, 2009. [Incorporated by reference to Exhibit 4.1 in the
companys post-effective amendment to its Registration Statement on Form S-8
filed with the SEC on January 29, 2009.]Other Agreements with Affiliates10.9.1
    
    
    Reimbursement arrangement approved and ratified on February 15, 2005 between
the registrant and Roberts Properties, Inc., a wholly owned affiliate of
Charles S. Roberts, the registrants Chief Executive Officer, President, and
Chairman of the Board of Directors, for the use of an aircraft owned by
Roberts Properties, Inc. [Incorporated by reference to Item 1.01 in our
current report on Form 8-K dated February 15, 2005.]10.9.2
    
    
    Reimbursement arrangement between Roberts Realty Investors, Inc. and Roberts
Properties, Inc., effective February 8, 2008. [Incorporated by reference to
Exhibit 10.1 in our current report on Form 8-K dated February 4, 2008.]Addison Place Financing and Sale Related Documents:10.10.1
    
    
    Promissory Note executed by Roberts Properties Residential, L.P. in favor of
The Prudential Insurance Company of America, dated October 25, 1999, in the
original principal amount of $9,500,000 (Addison Place Townhomes).
[Incorporated by reference to Exhibit 10.14.04 in our annual report on Form
10-K for the year ended December 31, 1999.]10.10.2
    
    
    Deed to Secure Debt and Security Agreement executed by Roberts Properties
Residential, L.P. in favor of The Prudential Insurance Company of America,
dated October 25, 1999, and related collateral documents (Addison Place
Townhomes). [Incorporated by reference to Exhibit 10.14.05 in our annual
report on Form 10-K for the year ended December 31, 1999.]10.10.3
    
    
    Guaranty executed by Roberts Realty Investors, Inc. in favor of The
Prudential Insurance Company of America, dated October 25, 1999 (Addison
Place Townhomes). [Incorporated by reference to Exhibit 10.14.06 in our
annual report on Form 10-K for the year ended December 31, 1999.]10.10.4
    
    
    Multifamily Note in the principal amount of $21,000,000, dated April 19,
2005, executed by Roberts Properties Residential, L.P. in favor of Primary
Capital Advisors LC (Addison Place Apartments). [Incorporated by reference
to Exhibit 10.1 in our current report on Form 8-K dated April 19, 2005.]
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Exhibit No.
    
    Description10.10.5
    
    
    Multifamily Deed to Secure Debt, Assignment of Rents, and Security Agreement
dated April 19, 2005 made by Roberts Properties Residential, L.P. in favor of
Primary Capital Advisors LC (Addison Place Apartments). [Incorporated by
reference to Exhibit 10.2 in our current report on Form 8-K dated April 19,
2005.]10.10.6
    
    
    Guaranty dated April 19, 2005 made by Roberts Realty Investors, Inc. in favor
of Primary Capital Advisors LC (Addison Place Apartments). [Incorporated by
reference to Exhibit 10.3 in our current report on Form 8-K dated April 19,
2005.]10.10.7
    
    
    Sales Contract dated April 16, 2008 between Roberts Properties Residential,
L.P. and The Connor Group, A Real Estate Investment Firm, LLC. [Incorporated
by reference to Exhibit 10.1 in our current report on Form 8-K dated
April 16, 2008.]Peachtree Parkway / North Springs (formerly Peachtree Dunwoody) / Highway 20
Financing Documents:10.11.1
    
    
    Promissory Note in the principal amount of $8,175,000, dated December 6,
2006, executed by Roberts Properties Residential, L.P. in favor of Wachovia
Bank, National Association (Peachtree Parkway). [Incorporated by reference
to Exhibit 10.3 in our current report on Form 8-K dated December 6, 2006.]10.11.2
    
    
    Deed to Secure Debt and Assignment of Rents dated December 6, 2006, executed
by Roberts Properties Residential, L.P. in favor of Wachovia Bank, National
Association (Peachtree Parkway). [Incorporated by reference to Exhibit 10.4
in our current report on Form 8-K dated December 6, 2006.]10.11.3
    
    
    Unconditional Guaranty dated December 6, 2006, executed by Roberts Realty
Investors, Inc. in favor of Wachovia Bank, National Association (Peachtree
Parkway). [Incorporated by reference to Exhibit 10.5 in our current report
on Form 8-K dated December 6, 2006.]10.11.4
    
    
    Second Consolidated Amendatory Agreement and Agreement Regarding
Cross-Default and Cross-Collateralization of Loans dated April 28, 2008 by
and between Roberts Properties Residential, L.P. and Wachovia Bank, National
Association (Peachtree Parkway). [Incorporated by reference to Exhibit 10.1
in our current report on Form 8-K dated April 28, 2008.]10.11.5
    
    
    Third Consolidated Amendatory Agreement and Agreement Regarding Cross-Default
and Cross-Collateralization of Loans dated April 28, 2008 by and between
Roberts Properties Residential, L.P. and Wachovia Bank, National Association
(Highway 20). [Incorporated by reference to Exhibit 10.2 in our current
report on Form 8-K dated April 28, 2008.]10.11.6
    
    
    Deed to Secure Debt and Assignment of Rents dated April 28, 2008, executed by
Roberts Properties Residential, L.P. in favor of Wachovia Bank, National
Association (North Springs). [Incorporated by reference to Exhibit 10.3 in
our current report on Form 8-K dated April 28, 2008.]Other Exhibits:21
    
    
    Subsidiaries of Roberts Realty Investors, Inc.23
    
    
    Consent of Independent Registered Public Accounting Firm  Reznick Group, P.C.24
    
    
    Power of Attorney (contained on the signature page hereof).
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Exhibit No.
    
    Description31
    
    
    Certifications of Charles S. Roberts and Charles R. Elliott pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    
    Certifications of Charles S. Roberts and Charles R. Elliott pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed
for purposes of Section 18 of the Securities Exchange Act of 1934 but is
instead furnished as provided by applicable rules of the Securities and
Exchange Commission.
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SIGNATURES
  ROBERTS REALTY INVESTORS, INC.By:
    
    /s/ Charles S. Roberts

Charles S. Roberts, Chairman of the Board,Chief Executive Officer and President
  POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Charles S. Roberts

Charles S. Roberts
    
    Chairman of the Board, Chief Executive
Officer and President
    
    March 30, 2009/s/ Charles R. Elliott

Charles R. Elliott
    
    Secretary, Treasurer, Chief Financial
Officer (Principal Financial
Officer and Principal Accounting
Officer) and Director
    
    March 30, 2009/s/ John L. Davis

John L. Davis
    
    Director
    
    March 30, 2009/s/ Wm. Jarell Jones

Wm. Jarell Jones
    
    Director
    
    March 30, 2009/s/ Ben A. Spalding

Ben A. Spalding
    
    Director
    
    March 30, 2009
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EXHIBIT INDEX
 Exhibit No.
    
    DescriptionArticles of Incorporation, Bylaws and Certificates and Articles of Merger:3.1
    
    
    Amended and Restated Articles of Incorporation of Roberts Realty Investors,
Inc. filed with the Georgia Secretary of State on July 22, 2004.
[Incorporated by reference to Exhibit 3.1 in our quarterly report on Form
10-Q for the quarter ended September 30, 2004.]3.2
    
    
    Bylaws of Roberts Realty Investors, Inc. [* 2.2]3.3
    
    
    Amended and Restated Bylaws of Roberts Realty Investors, Inc. [Incorporated
by reference to Exhibit 3.1 in our current report on Form 8-K dated February
4, 2008.]4.1
    
    
    Agreement of Limited Partnership of Roberts Properties Residential, L.P.,
dated as of July 22, 1994. [* 3.1]4.1.1
    
    
    First Amended and Restated Agreement of Limited Partnership of Roberts
Properties Residential, L.P., dated as of October 1, 1994, as amended. [*
3.1.1]4.1.2
    
    
    Amendment #1 to First Amended and Restated Agreement of Limited Partnership
of Roberts Properties Residential, L.P., dated as of October 13, 1994. [*
3.1.2]4.1.3
    
    
    Amendment #2 to First Amended and Restated Agreement of Limited Partnership
of Roberts Properties Residential, L.P. [Incorporated by reference to
Exhibit 10.1 in our Registration Statement on Form S-3 filed July 8, 1999,
registration number 333-82453.]4.2
    
    
    Certificate of Limited Partnership of Roberts Properties Residential, L.P.
filed with the Georgia Secretary of State on July 22, 1994. [* 3.2]4.2.1
    
    
    Certificate of Merger filed with the Georgia Secretary of State on October
13, 1994, merging Roberts Properties River Oaks, L.P.; Roberts Properties
Rosewood Plantation, L.P.; Roberts Properties Preston Oaks, L.P.; and Roberts
Properties Highland Park, L.P. with and into Roberts Properties Residential,
L.P. (1994 Consolidation). [* 3.2.1]4.2.2
    
    
    Certificate of Merger filed with the Georgia Secretary of State on March 24,
1995, merging Roberts Properties Holcomb Bridge, L.P. with and into Roberts
Properties Residential, L.P. (Holcomb Bridge Merger). [* 3.2.2]4.2.3
    
    
    Certificate of Merger filed with the Georgia Secretary of State on May 16,
1995, merging Roberts Properties Plantation Trace, L.P. with and into Roberts
Properties Residential, L.P. (Plantation Trace Merger). [* 3.2.3]4.2.4
    
    
    Certificate of Merger filed with the Georgia Secretary of State on September
27, 1995, merging Roberts Properties-St. Simons, L.P. with and into Roberts
Properties Residential, L.P. (Windsong Merger). [* 3.2.4]4.2.5
    
    
    Certificate of Merger filed with the Georgia Secretary of State on March 21,
1996, merging Roberts Properties Bentley Place, L.P. with and into Roberts
Properties Residential, L.P. (Bentley Place Merger). [Incorporated by
reference to Exhibit 4.2.5 in our quarterly report on Form 10-QSB for the
quarter ended June 30, 1996.]4.2.6
    
    
    Certificate of Merger filed with the Georgia Secretary of State on June 26,
1996, merging The Crestmark Club, L.P. with and into Roberts Properties
Residential, L.P. (Crestmark Merger). [Incorporated by reference to Exhibit
4.2.6 in our quarterly report on Form 10-QSB for the quarter ended June 30,
1996.]




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Exhibit No.
    
    Description4.2.7
    
    
    Certificate and Articles of Merger filed with the Georgia Secretary of State
on April 1, 1997 merging Roberts Properties Management, L.L.C. with and into
Roberts Properties Residential, L.P. [Incorporated by reference to Exhibit
4.2.7 in our current report on Form 8-K dated April 1, 1997.]Material Agreements with Affiliates:Corporate Office Building10.1.1
    
    
    Construction Administration Agreement between Roberts Residential, L.P. and
Roberts Properties, Inc. (Corporate Office Building). [Incorporated by
reference to Exhibit 10.20.5 in our quarterly report on Form 10-Q for the
quarter ended September 30, 2001.]10.1.2
    
    
    Office Lease between Roberts Properties Residential, L.P. and Roberts
Properties, Inc. dated March 27, 2006. [Incorporated by reference to Exhibit
10.4 in our quarterly report on Form 10-Q for the quarter ended March 31,
2006.]10.1.3
    
    
    Office Lease between Roberts Properties Residential, L.P. and Roberts
Properties Construction, Inc. dated March 27, 2006. [Incorporated by
reference to Exhibit 10.3 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2006.]10.1.4
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated March 21, 2007.
[Incorporated by reference to Exhibit 10.1 in our quarterly report on Form
10-Q for the quarter ended March 31, 2007.]10.1.5
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated March 21, 2007. [Incorporated by
reference to Exhibit 10.2 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2007.]10.1.6
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated January 18, 2008.
[Incorporated by reference to Exhibit 10.1.6 in our annual report on Form
10-K for the year ended December 31, 2007.]10.1.7
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated January 18, 2008. [Incorporated by
reference to Exhibit 10.1.7 in our annual report on Form 10-K for the year
ended December 31, 2007.]10.1.8
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated January 30, 2009.10.1.9
    
    
    Lease renewal agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated January 30, 2009.Addison Place Shops10.2.1
    
    
    Construction Administration Agreement between Roberts Residential, L.P. and
Roberts Properties, Inc. (Addison Place Shops). [Incorporated by reference
to Exhibit 10.21.3 in our quarterly report on Form 10-Q for the quarter ended
September 30, 2001.]10.2.2
    
    
    Construction Agreement by and between Roberts Properties Residential, L.P.
and Roberts Properties Construction, Inc. dated May 11, 2007 (Addison Place
Shops). [Incorporated by reference to Exhibit 10.1 in our current report on
Form 8-K dated May 11, 2007.]




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Exhibit No.
    
    DescriptionNorthridge10.3.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. dated June 15, 2001 (Northridge). [Incorporated
by reference to Exhibit 10.1.17 in our annual report on Form 10-K for the
year ended December 31, 2001.]10.3.2
    
    
    Construction Agreement between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. (Northridge). [Incorporated by
reference to Exhibit 10.1.18 in our quarterly report on Form 10-Q for the
quarter ended March 31, 2003.]Peachtree Parkway10.4.1
    
    
    Tenants-In-Common Agreement between Georgianna Jean Valentino and Roberts
Properties Peachtree Parkway, L.P., assumed by Roberts Properties
Residential, L.P. on December 29, 2004. [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated January 5, 2005.]10.4.2
    
    
    Restrictive Covenant by Roberts Properties Peachtree Parkway, L.P., assumed
by Roberts Properties Residential, L.P. on December 29, 2004. [Incorporated
by reference to Exhibit 10.3 in our current report on Form 8-K dated January
5, 2005.]10.4.3
    
    
    Design and Development Agreement among Roberts Properties Residential, L.P.,
Georgianna Jean K. Valentino and Roberts Properties, Inc. for the Peachtree
Parkway property, dated as of April 14, 2005. [Incorporated by reference to
Exhibit 10.1 in our current report on Form 8-K dated April 12, 2005.]10.4.4
    
    
    Amendment Number 1 to Design and Development Agreement between Roberts
Properties Residential, L.P. and Roberts Properties, Inc. dated as of
December 6, 2006 (Peachtree Parkway). [Incorporated by reference to Exhibit
10.1 in our current report on Form 8-K dated December 6, 2006.]10.4.5
    
    
    Construction Contract among Roberts Properties Residential, L.P., Georgianna
Jean K. Valentino and Roberts Properties Construction, Inc. for the Peachtree
Parkway property, dated as of April 14, 2005. [Incorporated by reference to
Exhibit 10.3 in our current report on Form 8-K dated April 12, 2005.]10.4.6
    
    
    Amendment Number 1 to Construction Contract between Roberts Properties
Residential, L.P. and Roberts Properties Construction, Inc. dated as of
December 6, 2006 (Peachtree Parkway). [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated December 6, 2006.]North Springs (formerly Peachtree Dunwoody)10.5.1
    
    
    Restrictive Covenant by Roberts Properties Peachtree Dunwoody, LLC, assumed
by Roberts Properties Residential, L.P. on January 20, 2005. [Incorporated
by reference to Exhibit 10.2 in our current report on Form 8-K dated January
21, 2005.]10.5.2
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the North Springs (formerly Peachtree
Dunwoody) property, dated as of April 14, 2005. [Incorporated by reference
to Exhibit 10.2 in our current report on Form 8-K dated April 12, 2005.]10.5.3
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the North Springs (formerly
Peachtree Dunwoody) property, dated as of April 14, 2005. [Incorporated by
reference to Exhibit 10.4 in our current report on Form 8-K dated April 12,
2005.]




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Exhibit No.
    
    DescriptionSawmill Village10.6.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the Sawmill property in Cumming, Georgia,
dated as of August 4, 2005. [Incorporated by reference to Exhibit 10.1 in
our current report on Form 8-K dated August 9, 2005.]10.6.2
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the Sawmill property in Cumming,
Georgia, dated as of August 4, 2005. [Incorporated by reference to Exhibit
10.2 in our current report on Form 8-K dated August 9, 2005.]Highway 2010.7.1
    
    
    Design and Development Agreement between Roberts Properties Residential, L.P.
and Roberts Properties, Inc. for the Highway 20 property in Cumming, Georgia,
dated as of February 21, 2006. [Incorporated by reference to Exhibit 10.1 in
our current report on Form 8-K dated February 21, 2006.]10.7.2
    
    
    Construction Contract between Roberts Properties Residential, L.P. and
Roberts Properties Construction, Inc. for the Highway 20 property in Cumming,
Georgia, dated as of February 21, 2006. [Incorporated by reference to
Exhibit 10.2 in our current report on Form 8-K dated February 21, 2006.]Compensation Agreements and Arrangements, and Restricted Stock Plan10.8.1
    
    
    Determination of annual base salary for 2006, effective January 1, 2006, for
Charles S. Roberts, the registrants President and Chief Executive Officer.
[Incorporated by reference to Item 1.01 in our current report on Form 8-K
dated May 16, 2006.]10.8.2
    
    
    Determination of compensation arrangements for the interim Chief Financial
Officer of Roberts Realty Investors, Inc. [Incorporated by reference to Item
5.02 in our current report on Form 8-K dated May 31, 2006.]10.8.3
    
    
    2006 Roberts Realty Investors, Inc. Restricted Stock Plan. [Incorporated by
reference to Annex A to the registrants definitive proxy statement filed
July 20, 2006.]10.8.4
    
    
    Revised Form of Restricted Stock Award Agreement (supersedes the form of
restricted stock award agreement attached as Exhibit A to Annex A to our
proxy statement for our 2006 annual meeting filed with the SEC on July 20,
2006). [Incorporated by reference to Exhibit 10.3 in our quarterly report on
Form 10-Q for the quarter ended March 31, 2007.]10.8.5
    
    
    Restricted Stock Award Agreement between Roberts Realty Investors, Inc. and
Charles R. Elliott dated February 28, 2007. [Incorporated by reference to
Exhibit 10.4 in our quarterly report on Form 10-Q for the quarter ended March
31, 2007.]10.8.6
    
    
    Compensation arrangement for Wm. Jarell Jones, effective February 4, 2008.
[Incorporated by reference to Exhibit 10.2 in our current report on Form 8-K
dated February 4, 2008.]10.8.7
    
    
    Modification of compensation arrangement for Wm. Jarell Jones, effective July
1, 2008. [Incorporated by reference to Item 1.02 in our current report on
Form 8-K dated August 22, 2008.]




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Exhibit No.
    
    Description10.8.8
    
    
    2006 Roberts Realty Investors, Inc. Restricted Stock Plan, as amended
effective January 27, 2009. [Incorporated by reference to Exhibit 4.1 in the
companys post-effective amendment to its Registration Statement on Form S-8
filed with the SEC on January 29, 2009.]Other Agreements with Affiliates10.9.1
    
    
    Reimbursement arrangement approved and ratified on February 15, 2005 between
the registrant and Roberts Properties, Inc., a wholly owned affiliate of
Charles S. Roberts, the registrants Chief Executive Officer, President, and
Chairman of the Board of Directors, for the use of an aircraft owned by
Roberts Properties, Inc. [Incorporated by reference to Item 1.01 in our
current report on Form 8-K dated February 15, 2005.]10.9.2
    
    
    Reimbursement arrangement between Roberts Realty Investors, Inc. and Roberts
Properties, Inc., effective February 8, 2008. [Incorporated by reference to
Exhibit 10.1 in our current report on Form 8-K dated February 4, 2008.]Addison Place Financing and Sale Related Documents:10.10.1
    
    
    Promissory Note executed by Roberts Properties Residential, L.P. in favor of
The Prudential Insurance Company of America, dated October 25, 1999, in the
original principal amount of $9,500,000 (Addison Place Townhomes).
[Incorporated by reference to Exhibit 10.14.04 in our annual report on Form
10-K for the year ended December 31, 1999.]10.10.2
    
    
    Deed to Secure Debt and Security Agreement executed by Roberts Properties
Residential, L.P. in favor of The Prudential Insurance Company of America,
dated October 25, 1999, and related collateral documents (Addison Place
Townhomes). [Incorporated by reference to Exhibit 10.14.05 in our annual
report on Form 10-K for the year ended December 31, 1999.]10.10.3
    
    
    Guaranty executed by Roberts Realty Investors, Inc. in favor of The
Prudential Insurance Company of America, dated October 25, 1999 (Addison
Place Townhomes). [Incorporated by reference to Exhibit 10.14.06 in our
annual report on Form 10-K for the year ended December 31, 1999.]10.10.4
    
    
    Multifamily Note in the principal amount of $21,000,000, dated April 19,
2005, executed by Roberts Properties Residential, L.P. in favor of Primary
Capital Advisors LC (Addison Place Apartments). [Incorporated by reference
to Exhibit 10.1 in our current report on Form 8-K dated April 19, 2005.]10.10.5
    
    
    Multifamily Deed to Secure Debt, Assignment of Rents, and Security Agreement
dated April 19, 2005 made by Roberts Properties Residential, L.P. in favor of
Primary Capital Advisors LC (Addison Place Apartments). [Incorporated by
reference to Exhibit 10.2 in our current report on Form 8-K dated April 19,
2005.]10.10.6
    
    
    Guaranty dated April 19, 2005 made by Roberts Realty Investors, Inc. in favor
of Primary Capital Advisors LC (Addison Place Apartments). [Incorporated by
reference to Exhibit 10.3 in our current report on Form 8-K dated April 19,
2005.]10.10.7
    
    
    Sales Contract dated April 16, 2008 between Roberts Properties Residential,
L.P. and The Connor Group, A Real Estate Investment Firm, LLC. [Incorporated
by reference to Exhibit 10.1 in our current report on Form 8-K dated
April 16, 2008.]




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Exhibit No.
    
    DescriptionPeachtree Parkway / North Springs (formerly Peachtree Dunwoody) / Highway 20
Financing Documents:10.11.1
    
    
    Promissory Note in the principal amount of $8,175,000, dated December 6,
2006, executed by Roberts Properties Residential, L.P. in favor of Wachovia
Bank, National Association (Peachtree Parkway). [Incorporated by reference
to Exhibit 10.3 in our current report on Form 8-K dated December 6, 2006.]10.11.2
    
    
    Deed to Secure Debt and Assignment of Rents dated December 6, 2006, executed
by Roberts Properties Residential, L.P. in favor of Wachovia Bank, National
Association (Peachtree Parkway). [Incorporated by reference to Exhibit 10.4
in our current report on Form 8-K dated December 6, 2006.]10.11.3
    
    
    Unconditional Guaranty dated December 6, 2006, executed by Roberts Realty
Investors, Inc. in favor of Wachovia Bank, National Association (Peachtree
Parkway). [Incorporated by reference to Exhibit 10.5 in our current report
on Form 8-K dated December 6, 2006.]10.11.4
    
    
    Second Consolidated Amendatory Agreement and Agreement Regarding
Cross-Default and Cross-Collateralization of Loans dated April 28, 2008 by
and between Roberts Properties Residential, L.P. and Wachovia Bank, National
Association (Peachtree Parkway). [Incorporated by reference to Exhibit 10.1
in our current report on Form 8-K dated April 28, 2008.]10.11.5
    
    
    Third Consolidated Amendatory Agreement and Agreement Regarding Cross-Default
and Cross-Collateralization of Loans dated April 28, 2008 by and between
Roberts Properties Residential, L.P. and Wachovia Bank, National Association
(Highway 20). [Incorporated by reference to Exhibit 10.2 in our current
report on Form 8-K dated April 28, 2008.]10.11.6
    
    
    Deed to Secure Debt and Assignment of Rents dated April 28, 2008, executed by
Roberts Properties Residential, L.P. in favor of Wachovia Bank, National
Association (North Springs). [Incorporated by reference to Exhibit 10.3 in
our current report on Form 8-K dated April 28, 2008.]Other Exhibits:21
    
    
    Subsidiaries of Roberts Realty Investors, Inc.23
    
    
    Consent of Independent Registered Public Accounting Firm  Reznick Group, P.C.24
    
    
    Power of Attorney (contained on the signature page hereof).31
    
    
    Certifications of Charles S. Roberts and Charles R. Elliott pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    
    Certifications of Charles S. Roberts and Charles R. Elliott pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed
for purposes of Section 18 of the Securities Exchange Act of 1934 but is
instead furnished as provided by applicable rules of the Securities and
Exchange Commission.
 *
    
    All exhibits contained in the following Index to Exhibits that are designated with an asterisk
are incorporated into this annual report by reference in our initial Registration Statement on Form
10-SB filed with the SEC on March 22, 1996; the applicable exhibit number in that Registration
Statement is provided beside the asterisk.