##### 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, 2009
 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 302Atlanta, 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 Amex Equities
  Yes o No þ
 o þ
 þ o
 o 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)
 o þ
   Class
    
    Outstanding at February 18, 2010Common Stock, $.01 par value per share
    
    10,276,223 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
    
    
    13ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    23ITEM 2. PROPERTIES
    
    
    24ITEM 3. LEGAL PROCEEDINGS
    
    
    30ITEM 4. RESERVED
    
    
    30PART II
    
    
    31ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    31ITEM 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
    
    
    42ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    43ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    43ITEM 9A. CONTROLS AND PROCEDURES
    
    
    43ITEM 9B. OTHER INFORMATION
    
    
    44PART III
    
    
    45ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    45ITEM 11. EXECUTIVE COMPENSATION
    
    
    48ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    50ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    53ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    58PART IV
    
    
    60ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    60Exhibit 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 multifamily
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
149.6 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.
   The Operating Partnership
   3




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Recent Developments
  Trends and Outlook
   4




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Business Plan
  
    
    four retail centers, including one retail center held for redevelopment;
 
    
    an office building;
 
    
    five land parcels held for development and construction; and
 
    
    one land parcel held for investment.
 Retail Centers and Office Building
 1.
    
    Bassett Shopping Center, a 19,949 square foot retail center located
directly across from the Mall of Georgia in Gwinnett County that is 82.9% occupied.
 2.
    
    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 61.4%
occupied.
 3.
    
    Addison Place Shops, a 44,293-square-foot retail center located in
Johns Creek that is 28.4% occupied.
 4.
    
    Grand Pavilion, a 62,323 square foot retail center located in Johns
Creek that is 24.1% occupied, which we are holding for redevelopment.
 5.
    
    Northridge Office Building, a 37,864 square foot building located in
Sandy Springs that is 64.5% occupied. We occupy a portion of the building as our
corporate headquarters.
      5




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Land Parcels Held for Development and Construction
 1.
    
    Northridge, a 10.9-acre site located close to the GA 400 and Northridge
Road interchange in Sandy Springs that is zoned for 220 multifamily units.
 2.
    
    Bradley Park (formerly Sawmill Village), a 22.0-acre site located in
Forsyth County that is zoned for 154 multifamily units.
 3.
    
    Peachtree Parkway, a 24.7-acre site fronting Peachtree Parkway (Highway
141) in Gwinnett County that is zoned for 292 multifamily units and located across
the street from The Forum, a 580,000 square foot upscale shopping center.
 4.
    
    Highway 20, a 38.2-acre site located in Cumming that is zoned for 210
multifamily units.
 5.
    
    North Springs, a 9.8-acre site located on Peachtree Dunwoody Road in
Sandy Springs across from the North Springs MARTA station that is zoned for 356
multifamily units, 210,000 square feet of office space, and 56,000 square feet of
retail space.
 14,249,000 21,799,000
     6




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Land Parcel Held for Investment
 Possible Sale of the Entire Company
 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 conflict of interest policies must be approved by a majority of
the independent directors and otherwise be consistent with applicable legal
requirements.
 Investment Policies
 Investments in Real Estate or Interests in Real Estate
   7




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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
 No Investments in Mortgages
 Financing Policies
    8




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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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Number
    
    
    YearName of Community
    
    of Units
    
    
    Sold
    
    
    Sales PriceAddison Place Townhomes (Phase I)
    
    
    118
    
    
    
    2008
    
    
    $
    20,000,000Addison Place Apartments (Phase II)
    
    
    285
    
    
    
    2008
    
    
    
    40,000,000Ballantyne Place
    
    
    319
    
    
    
    2005
    
    
    
    37,250,000Plantation Trace (Phase I)
    
    
    182
    
    
    
    2004
    
    
    
    16,866,400River Oaks
    
    
    216
    
    
    
    2004
    
    
    
    20,000,000Bradford Creek
    
    
    180
    
    
    
    2004
    
    
    
    18,070,000Preston Oaks (Phase II)
    
    
    24
    
    
    
    2004
    
    
    
    3,017,500Plantation Trace Townhomes (Phase II)
    
    
    50
    
    
    
    2004
    
    
    
    4,633,600Veranda Chase
    
    
    250
    
    
    
    2004
    
    
    
    23,250,000Preston Oaks (Phase I)
    
    
    189
    
    
    
    2004
    
    
    
    23,762,500Highland Park
    
    
    188
    
    
    
    2003
    
    
    
    17,988,143Crestmark Club (Phase I)
    
    
    248
    
    
    
    2001
    
    
    
    18,562,874Rosewood Plantation
    
    
    152
    
    
    
    2001
    
    
    
    14,800,000Crestmark Club (Phase II)
    
    
    86
    
    
    
    2001
    
    
    
    6,437,126Ivey Brook
    
    
    146
    
    
    
    2000
    
    
    
    14,550,000Bentley Place
    
    
    117
    
    
    
    1999
    
    
    
    8,273,000Total
    
    
    2,750
    
    
    
    
    
    
    $
    287,461,143
 Other Policies
    Competition
   10




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Environmental and Other Regulatory Matters
    11




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Insurance
     12




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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.5.
    
    Risks for Investors in Our Stock.
  Financing Risks
 We face the maturity of our short-term debt within the next 12 months, 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.
    13




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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.
   14




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We could be negatively affected by the condition of Fannie Mae or Freddie Mac
  If we hedge our variable-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.
   15




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Real Estate Related Risks
 Our business currently operates at a loss
   Real estate properties are illiquid and are difficult to sell 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.
   16




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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;
 
    
    declining neighborhood values in the submarkets in which our properties are located;
 
    
    additional zoning and other regulatory conditions;
 
    
    competition from other properties;
 
    
    increasing property taxes;
 
    
    weather problems, including periods of prolonged drought;
 
    
    limited future economic growth due to judicial or other governmental action that
restricts withdrawals from Lake Lanier, Atlantas primary water supply; 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.
   17




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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 multifamily communities we develop and construct.
  Changes in market or economic conditions may affect our business negatively.
  Terrorism could impair our business.
   18




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Our retail and office tenants may go bankrupt or be unable to make lease payments.
  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.
   19




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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.
   20




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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.
   21




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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.
   22




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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.
   23




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ITEM 2. PROPERTIES.
 General
  Retail and Office
  1.
    
    Bassett Shopping Center, a 19,949 square foot retail center located
directly across from the Mall of Georgia in Gwinnett County that is 82.9% occupied.
 2.
    
    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 61.4%
occupied.
 3.
    
    Addison Place Shops, a 44,293-square-foot retail center located in
Johns Creek that is 28.4% occupied.
 4.
    
    Grand Pavilion, a 62,323 square foot retail center located in Johns
Creek that is 24.1% 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. Roberts. In addition, we have signed leases with two unrelated
companies for portions of the first and second floors. The building is 64.5%
occupied.
 Land
 Land Parcels Held for Development and Construction
 1.
    
    Northridge, a 10.9-acre site located close to the GA 400 and Northridge
interchange in Sandy Springs that is zoned for 220 multifamily units.
 2.
    
    Bradley Park, a 22.0-acre site located in Forsyth County that is zoned
for 154 multifamily units.
 3.
    
    Peachtree Parkway, a 24.7-acre site fronting Peachtree Parkway (Highway
141) in Gwinnett County that is zoned for 292 multifamily units.
 4.
    
    Highway 20, a 38.2-acre site located in Cumming that is zoned for 210
multifamily units.
 5.
    
    North Springs, a 9.8-acre site located on Peachtree Dunwoody Road in
Sandy Springs that is zoned for 356 multifamily units, 210,000 square feet of
office space, and 56,000 square feet of retail space.
  24




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Land Parcel Held for Investment
  Demographic and Employment Data
    25




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

    
    Acquired(1)
    
    
    (Square Feet)
    
    
    Square Foot
    
    
    12/31/09Retail:Grand Pavilion
    
    Johns Creek
    
    
    2005
    
    
    
    62,323
    
    
    $
    18.95
    
    
    
    24.1
    %Bassett Center
    
    Gwinnett County
    
    
    2005
    
    
    
    19,949
    
    
    
    21.00
    
    
    
    82.9
    %Spectrum Center
    
    Gwinnett County
    
    
    2005
    
    
    
    30,050
    
    
    
    26.51
    
    
    
    56.8
    %Addison Place Shops
    
    Johns Creek
    
    
    2005
    
    
    
    44,293
    
    
    
    23.50
    
    
    
    28.4
    %Total Retail
    
    
    
    
    
    
    
    
    
    
    156,615
    
    
    $
    22.49
    
    
    
    39.1
    %Northridge
Office Building(2)
    
    Sandy Springs
    
    
    2001
    
    
    
    37,864
    
    
    $
    20.54
    
    
    
    64.5
    %
 
 (1)
    
    We acquired the first three retail properties listed in this table from unrelated sellers.
We developed and constructed the Addison Place Shops retail center, which was largely
completed in May 2005; the 5,088 square foot Building D at the Addison Place Shops was
completed in 2008.(2)
    
    Our corporate headquarters occupies 6,245 square feet of the Northridge office building.  Expiring
    
    
    % of TotalNumber of
    
    
    Approximate
    
    
    Approximate
    
    
    Expiring
    
    
    % of TotalExpiring
    
    
    Rentable Area
    
    
    Rentable Area
    
    
    Annualized
    
    
    AnnualizedYear
    
    Leases(1)
    
    
    (Square Feet)
    
    
    (Square Feet)
    
    
    Base Rent
    
    
    Base Rent2010
    
    
    7
    
    
    
    15,681
    
    
    
    21.5
    %
    
    $
    306,528
    
    
    
    18.1
    %2011
    
    
    2
    
    
    
    2,360
    
    
    
    3.2
    %
    
    
    61,884
    
    
    
    3.7
    %2012
    
    
    9
    
    
    
    13,630
    
    
    
    18.7
    %
    
    
    371,159
    
    
    
    21.9
    %2013
    
    
    5
    
    
    
    24,221
    
    
    
    33.2
    %
    
    
    541,960
    
    
    
    32.0
    %2014
    
    
    3
    
    
    
    10,291
    
    
    
    14.1
    %
    
    
    242,222
    
    
    
    14.3
    %2015 and later
    
    
    2
    
    
    
    6,761
    
    
    
    9.3
    %
    
    
    169,185
    
    
    
    10.0
    %Total
    
    
    28
    
    
    
    72,944
    
    
    
    100.0
    %
    
    $
    1,692,938
    
    
    
    100.0
    %
 
 (1)
    
    Lease expiration table does not include option periods.  26




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Fulton County
  Johns Creek
 th
  Addison Place Shops.
 Grand Pavilion.
 Alpharetta
  Westside
  27




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Perimeter Center/North Springs Area
  North Springs.
 Northridge Office Building
 Northridge Multifamily Community.
 Gwinnett County
   28




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Peachtree Corners Area
  Peachtree Parkway.
 Mall of Georgia Area
  Bassett Shopping Center.
 Spectrum Shopping Center.
 Forsyth County/Cumming
  Bradley Park
 Highway 20
  29




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Summary of Debt Secured by Our Properties
  Possible Additional Communities to Be Developed
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. RESERVED.
  30




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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 2008 and 2009
  DividendsQuarter Ended
    
    High
    
    
    Low
    

    Declared2009
    
    First Quarter
    
    $
    1.40
    
    
    $
    0.62
    
    
    NoneSecond Quarter
    
    
    1.44
    
    
    
    0.73
    
    
    NoneThird Quarter
    
    
    1.74
    
    
    
    0.75
    
    
    NoneFourth Quarter
    
    
    1.70
    
    
    
    1.20
    
    
    None2008
    
    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)
 
 (1)
    
    On June 24, 2008, we sold our 403-unit Addison Place multifamily 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
    31




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##### Table of Contents



Distribution Policy
   Stock Repurchase Plan
  Sales of Unregistered Shares
  
 ITEM 6. SELECTED FINANCIAL DATA.
   32




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.
 Overview
   
    
    five tracts of land totaling 105.6 acres in various phases of development and
construction (Northridge, Bradley Park (formerly referred to as Sawmill Village),
Peachtree Parkway, North Springs, and Highway 20);
 
    
    three neighborhood retail centers totaling 94,292 square feet (Bassett,
Spectrum, and the Addison Place Shops);
 
    
    a commercial office building totaling 37,864 square feet, part of which serves
as our corporate headquarters (Northridge office building);
 
    
    a 62,323 square foot retail center held for redevelopment (Grand Pavilion retail
center); and
 
    
    a tract of undeveloped land totaling 44 acres that we hold for investment
(Westside).
  Recent Developments
   33




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##### Table of Contents



Maturing Short-Term Debt; Continuing Negative Operating Cash Flow
  Results of Operations
 Comparison of 2009 to 2008
  Years Ended December 31,
    
    
    Increase2009
    
    
    2008
    
    
    (Decrease)TOTAL OPERATING REVENUES
    
    $
    2,318,039
    
    
    $
    2,599,514
    
    
    $
    (281,475
    )OPERATING EXPENSES:Property operating expenses
    
    
    1,308,774
    
    
    
    1,439,977
    
    
    
    (131,203
    )General and administrative expenses
    
    
    1,825,104
    
    
    
    1,822,665
    
    
    
    2,439Impairment loss on real estate assets
    
    
    14,111,334
    
    
    
    2,555,000
    
    
    
    11,556,334Depreciation and amortization
    
    
    989,864
    
    
    
    1,307,590
    
    
    
    (317,726
    )Total operating expenses
    
    
    18,235,076
    
    
    
    7,125,232
    
    
    
    11,109,844LOSS FROM OPERATIONS
    
    
    (15,917,037
    )
    
    
    (4,525,718
    )
    
    
    11,391,319OTHER EXPENSE
    
    
    (1,523,391
    )
    
    
    (1,345,252
    )
    
    
    178,139LOSS FROM CONTINUING OPERATIONS
    
    $
    (17,440,428
    )
    
    $
    (5,870,970
    )
    
    $
    11,569,458
    34




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##### Table of Contents




    
    a $3,975,273 non-cash impairment loss on our North Springs land;
 
    
    a $3,754,907 non-cash impairment loss on our Peachtree Parkway land;
 
    
    a $2,385,284 non-cash impairment loss on our Northridge land;
 
    
    a $1,884,922 non-cash impairment loss at our Addison Place Shops retail center;
 
    
    a $1,411,000 non-cash impairment loss at our Grand Pavilion retail center; and
 
    
    a $699,948 non-cash impairment loss at our Bassett retail center.
   
    
    Interest expense increased $26,635 from $1,442,076 for 2008 to $1,468,711 for 2009.
This increase was due to $177,000 of interest related to the Peachtree Parkway property
being expensed in 2009 rather than capitalized. This increase was partially offset by
lower interest rates on our outstanding loans in 2009 and a $988,352 reduction in the
principal amount of our loans in 2009.
 
    
    Interest income decreased $177,299 from $299,200 in 2008 to $121,901 in 2009. This
decrease was due primarily to a decrease in interest rates and a reduction in our cash
balances over the past 12 months.
 Liquidity and Capital Resources
 Overview
  (a)
    
    to provide working capital to enable us to cover our negative operating cash
flow as we pursue our business plan outlined below; and
 (b)
    
    to invest in the development
of two new multifamily communities to enable us to raise the required
equity to construct these communities.
   35




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##### Table of Contents



Principal PaymentsProperty Securing Loan
    
    Maturity Date
    
    
    Due Within 12 MonthsAddison Place Shops retail center
    
    
    4/30/10
    
    
    $
    6,000,000Westside land parcel held for investment
    
    
    4/28/10
    
    
    
    6,000,000Peachtree Parkway land parcel held for multifamily development (1)
    
    
    7/31/10
    
    
    
    8,175,000Northridge office building
    
    
    9/10/10
    
    
    
    2,991,667Highway 20 land parcel held for multifamily development
    
    
    10/18/10
    
    
    
    3,500,000Total
    
    
    
    
    
    $
    26,666,667
 
 (1)
    
    This loan is also secured by a lien on our North Springs land parcel, which is zoned for
mixed use development.  
    
    We own six tracts of undeveloped land totaling 149.6 acres (which includes our
44-acre Westside land parcel that we hold for investment). Because undeveloped
land does not generate revenue, a substantial portion of our negative cash flow is
due to the carrying costs on our undeveloped land (interest expense and real estate
taxes).
 
    
    Due to the continued weakness in the local economy, two of our four retail
centers and our office building are operating at a loss, and the other two retail
centers are operating on an approximately breakeven basis.
 
    
    Our general and administrative expenses include the costs of being an SEC
reporting company and having our shares listed on the NYSE Amex Equities, and are
disproportionately large for a company with our small market capitalization. These
costs include accounting and related fees to our independent auditor as well as to
another accounting firm required for our compliance with Section 404 of the
Sarbanes-Oxley Act, legal fees, listing fees, director compensation, and directors
and officers insurance premiums. We estimate that these additional costs are
approximately $550,000 per year.
 Short- and Long-Term Liquidity Outlook
   36




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##### Table of Contents



Comparison of 2009 to 2008
   
    
    a $605,600 decrease in cash provided by discontinued operations from the Addison
Place multifamily community, which we sold in 2008; and
 
    
    a $429,477 increase in cash used from continuing operations, primarily resulting
from lower occupancy levels at our retail centers.
  
    
    a $1,463,131 decrease in development and construction of real estate assets;
 
    
    a $202,224 decrease in the change in restricted cash; and
 
    
    a $293,309 decrease in the change of accounts payable and accrued expenses
related to investing activities.
  
    
    a $29,019,538 decrease as a result of the sale of Addison Place on June 24, 2008
(of which $28,833,212 related to the repayment of mortgage notes or notes assumed
by the buyer);
 
    
    a $2,645,189 decrease in distributions paid to shareholders and unitholders (we
made $5,005,586 in distributions in 2008 compared to $2,360,397 in 2009); and
 
    
    a $1,461,901 decrease in repayment of debt. We repaid $2,450,253 of debt during
2008 compared to $988,352 of debt repaid during 2009.
 Debt Summary
   37




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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, 2009
 Interest
    
    
    Maturity
    
    
    Balance at
    
    
    Monthly
    
    
    Dec. 31, 2009Lender
    
    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
    
    
    $
    6,499,986Spectrum Shopping Center (2)
    
    LaSalle Bank
    
    Fixed-rate permanent
    
    
    5.68
    %
    
    
    05/01/14
    
    
    
    4,545,747
    
    
    
    31,273
    
    
    
    4,972,913Bassett Shopping Center (2)
    
    LaSalle Bank
    
    Fixed-rate permanent
    
    
    8.47
    %
    
    
    10/01/19
    
    
    
    1,943,343
    
    
    
    21,853
    
    
    
    2,567,769Subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12,505,421
    
    
    $
    93,691
    
    
    $
    14,040,668Construction 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
    
    
    
    3,005,000Subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,911,667
    
    
    
    
    
    
    $
    9,005,000Land LoansWestside (4)(6)
    
    Compass Bank
    
    LIBOR plus 200
    
    
    3.75
    %
    
    
    02/27/10
    
    
    $
    6,000,000
    
    
    Interest only
    
    
    $
    6,000,000Bradley Park (7)
    
    Bank of N. Ga.
    
    LIBOR plus 175
    
    
    1.98
    %
    
    
    02/28/10
    
    
    
    3,000,000
    
    
    Interest only
    
    
    
    3,000,000Peachtree Parkway (8)
    
    Wachovia Bank
    
    LIBOR plus 350
    
    
    5.50
    %
    
    
    07/31/10
    
    
    
    8,175,000
    
    
    Interest only
    
    
    $
    8,175,000Highway 20 (9)
    
    Touchmark National Bank
    
    Prime rate
    
    
    5.50
    %
    
    
    10/18/10
    
    
    
    3,500,000
    
    
    Interest only
    
    
    
    3,500,000Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,675,000
    
    
    
    
    
    
    $
    20,675,000Grand Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    42,092,088
    
    
    
    
    
    
    $
    43.720.668
 (1)
    
    The interest rate shown for debt is as of December 31, 2009.(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 financially
feasible.(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)
    
    On February 23, 2010, the maturity date of the Westside loan was extended to April 28,
2010 with the same terms as before.(7)
    
    On February 9, 2010, the maturity date of the Bradley Park loan was extended to April
28, 2011. The loan currently bears an interest rate of 30-day LIBOR plus 225 basis
points, with an interest rate floor of 5.0%.(8)
    
    This loan has an interest rate of LIBOR plus 3.50%, with a LIBOR floor of 2.0%.(9)
    
    This loan bears interest at the prime rate with a floor of 5.50%.  38




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##### Table of Contents



Debt Maturities
  Debt Maturity Schedule  As of December 31, 2009
 PrincipalYear
    
    Payments
    
    
    Properties with Balloon Payments2010
    
    $
    29,925,567
    
    
    Westside (1), Bradley Park (2), Highway 20, Peachtree Parkway, Addison Shops, Northridge Office Building2011
    
    
    282,3762012
    
    
    297,7382013
    
    
    6,256,980
    
    
    Grand Pavilion2014
    
    
    4,644,299
    
    
    SpectrumThereafter
    
    
    2,313,708
    
    
    BassettTotal
    
    $
    43,720,668
 
 (1)
    
    On February 23, 2010, the maturity date of the Westside loan was extended to April 28, 2010.(2)
    
    On February 9, 2010, the maturity date of the Bradley Park loan was extended to April 28, 2011. Short-Term Debt
  Long-Term Debt
  Effect of Floating Rate Debt
  Contractual Commitments
   39




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##### Table of Contents



No Quarterly Dividends
  Critical Accounting Policies and Estimates
  Cost Capitalization
  Interest Capitalization of Interest
  40




---



##### Table of Contents



Purchase Valuation
  Asset Impairment Evaluation
 Property, Plant, and Equipment  Overall
    41




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##### Table of Contents



Derivatives and Hedging Activities
  Derivatives and Hedging Overall
 Recent Accounting Pronouncements
 The TM and the Hierarchy of Generally Accepted Accounting Principles  a
replacement of FASB Statement No. 162 The Hierarchy of Generally Accepted
Accounting Principles
 Stock Repurchase Plan
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   42




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Financial Statements as of December 31, 2009 and 2008 and for the Years Ended December 31, 2009 and 2008: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
  Managements Report on Internal Control over Financial Reporting
   43




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##### Table of Contents



Internal
Control over Financial Reporting Guidance for Smaller Public Companies
  Changes in Internal Controls
   
 ITEM 9B. OTHER INFORMATION.
   44




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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
    
    63
    
    2012
    
    Chairman of the Board, Chief Executive Officer, and PresidentCharles R. Elliott
    
    56
    
    2012
    
    Director, Chief Financial Officer, Secretary, and TreasurerWm. Jarell Jones
    
    61
    
    2011
    
    Director, Chairman of Audit Committee, Chairman of Nominating and Governance Committee, and Chairman of Compensation CommitteeJohn L. Davis
    
    44
    
    2010
    
    Director
 Biographical Information
 Charles S. Roberts
    45




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##### Table of Contents



John L. Davis
  Charles R. Elliott
  Wm. Jarell Jones
  46




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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
 
    
    accountability for adherence to the code.
   47




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##### Table of Contents



Audit Committee
  
 ITEM 11. EXECUTIVE COMPENSATION.
 Compensation of Executive Officers
  Summary Compensation Table for 2009 and 2008
 Name and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)Charles S. Roberts,
    
    
    2009
    
    
    
    225,000
    (1)
    
    
    
    
    
    
    225,000Chief Executive Officer,
    
    
    2008
    
    
    
    225,000
    (1)
    
    
    250,000
    (2)
    
    
    475,000President, and Chairman of the BoardCharles R. Elliott,
    
    
    2009
    
    
    
    49,990
    (3)
    
    
    
    
    
    
    49,990Chief Financial Officer, Secretary,
    
    
    2008
    
    
    
    163,795
    (3)
    
    
    75,000
    (4)
    
    
    238,795and Treasurer
 
 (1)
    
    We do not compensate Mr. Roberts for his service as a director.(2)
    
    On June 24, 2008, our board of directors approved the payment of a $250,000 bonus to Mr.
Roberts, at the closing of the sale of our 403-unit Addison Place multifamily community.(3)
    
    We pay Mr. Elliott $70 per hour for his service as our Chief Financial Officer, Secretary,
and Treasurer. Mr. Elliott receives no employee benefits, i.e. medical, vacation, holidays,
etc., and we pay him only for the actual number of hours he works. In addition, Mr. Elliott
received our standard director fees of $12,000 during 2008 and $18,000 during 2009, which
amounts are included in the salary amounts shown in the table.(4)
    
    On June 24, 2008, our board of directors approved the payment of a $75,000 bonus to Mr.
Elliott, at the closing of the sale of our 403-unit Addison Place multifamily community.  48




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##### Table of Contents



Compensation of Directors
  Director Compensation for 2009
 Fees Earnedor Paid in Cash
    
    
    TotalName
    
    ($)
    
    
    ($)John L. Davis
    
    
    42,000
    (1)
    
    
    42,000
    (1)Wm. Jarell Jones
    
    
    30,000
    
    
    
    30,000Ben A. Spalding
    
    
    13,500
    
    
    
    13,500
 
 (1)
    
    In January 2010, our board of directors and nominating and governance committee approved the
payment to Mr. Davis of additional compensation of $24,000 for additional work he performed as
a director in 2009 that required a significant amount of time beyond his normal director
duties. We paid this additional amount to Mr. Davis on January 29, 2010.   49




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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.
    50




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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
    
    
    3,281,571
    (2)
    
    
    1,166,920
    (3)
    
    
    4,448,491
    
    
    
    38.91
    %John L. Davis
    
    
    27,852
    
    
    
    0
    
    
    
    27,852
    
    
    
    *Wm. Jarell Jones
    
    
    53,130
    (4)
    
    
    0
    
    
    
    53,130
    
    
    
    *Charles R. Elliott
    
    
    49,000
    
    
    
    0
    
    
    
    49,000
    
    
    
    *All directors and
executive officers
as a group: (4
persons)
(4)
    
    
    3,411,553
    
    
    
    1,166,920
    
    
    
    4,578,473
    
    
    
    40.04
    %
 
 *
    
    Less than 1%.(1)
    
    The total number of shares outstanding used in calculating this percentage is 10,267,223, the
number of shares outstanding as of February 18, 2010.(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 3,332 shares owned by Mr. Jones wife, to which Mr. Jones disclaims beneficial
ownership.  51




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##### Table of Contents



Equity Compensation Plan Information
  Equity Compensation Plan Information
 Number ofsecurities
    
    
    Weighted-
    
    
    Number of securitiesto be issued
    
    
    average
    
    
    remaining available for futureupon exercise of
    
    
    exercise price of
    
    
    issuances under equityoutstanding
    
    
    outstanding
    
    
    compensation plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securities reflected inand rights
    
    
    and rights
    
    
    column (a)Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    646,212Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    
    
    
    
    
    
    
    
    646,212
   52




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 General
   Transactions with the Roberts Companies
 Overview
 Number
    
    
    YearName of Community
    
    of Units
    
    
    Sold
    
    
    Sales PriceAddison Place Townhomes (Phase I)
    
    
    118
    
    
    
    2008
    
    
    $
    20,000,000Addison Place Apartments (Phase II)
    
    
    285
    
    
    
    2008
    
    
    
    40,000,000Ballantyne Place
    
    
    319
    
    
    
    2005
    
    
    
    37,250,000Plantation Trace (Phase I)
    
    
    182
    
    
    
    2004
    
    
    
    16,866,400River Oaks
    
    
    216
    
    
    
    2004
    
    
    
    20,000,000Bradford Creek
    
    
    180
    
    
    
    2004
    
    
    
    18,070,000Preston Oaks (Phase II)
    
    
    24
    
    
    
    2004
    
    
    
    3,017,500Plantation Trace Townhomes (Phase II)
    
    
    50
    
    
    
    2004
    
    
    
    4,633,600Veranda Chase
    
    
    250
    
    
    
    2004
    
    
    
    23,250,000Preston Oaks (Phase I)
    
    
    189
    
    
    
    2004
    
    
    
    23,762,500Highland Park
    
    
    188
    
    
    
    2003
    
    
    
    17,988,143Crestmark Club (Phase I)
    
    
    248
    
    
    
    2001
    
    
    
    18,562,874Rosewood Plantation
    
    
    152
    
    
    
    2001
    
    
    
    14,800,000Crestmark Club (Phase II)
    
    
    86
    
    
    
    2001
    
    
    
    6,437,126Ivey Brook
    
    
    146
    
    
    
    2000
    
    
    
    14,550,000Bentley Place
    
    
    117
    
    
    
    1999
    
    
    
    8,273,000Total
    
    
    2,750
    
    
    
    
    
    
    $
    287,461,143
 Lease of Office Space in Northridge Office Building
  53




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##### Table of Contents



Restrictive Covenant on Peachtree Parkway Land
 
    
    Roberts Properties, or any entity designated by Mr. Roberts, will be engaged as the
development company for the project. As described under Development Feesbelow, we
have paid the development fees to Roberts Properties in full satisfaction of this part
of the covenant.
 
    
    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).
  Recent Purchase of Property Adjacent to Peachtree Parkway Land
   54




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##### Table of Contents



Restrictive Covenant on North Springs Land Parcel Development Fees
 Development Fees
 AmountIncurredTotal
    
    
    From 1/1/08
    
    
    RemainingContract
    
    
    through
    
    
    ContractualAmount
    
    
    2/1/2010
    
    
    CommitmentNorth Springs
    
    $
    1,780,000
    
    
    $
    791,111
    
    
    $
    0Peachtree Parkway
    
    
    1,460,000
    
    
    
    300,000
    
    
    
    0Bradley Park
    
    
    770,000
    
    
    
    670,000
    
    
    
    0Highway 20
    
    
    1,050,000
    
    
    
    0
    
    
    
    950,000$
    5,060,000
    
    
    $
    1,761,111
    
    
    $
    950,000
   55




---



##### Table of Contents



Construction Contracts
 Actual/
    
    
    Amount
    
    
    EstimatedEstimated
    
    
    Incurred from
    
    
    RemainingContract
    
    
    1/1/2008 to
    
    
    ContractualAmount
    
    
    2/1/2010
    
    
    CommitmentAddison Place Shops  Bldg D
    
    $
    421,731
    
    
    $
    35,391
    
    
    $
    0Bradley Park
    
    
    13,363,000
    
    
    
    400,014
    
    
    
    12,955,112Northridge
    
    
    20,401,000
    
    
    
    463,846
    
    
    
    19,937,154Peachtree Parkway
    
    
    27,212,000
    
    
    
    34,337
    
    
    
    27,105,020$
    61,397,731
    
    
    $
    933,588
    
    
    $
    59,997,286
 Other Fees & Reimbursements.
  Determination of Director Independence
   56




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##### Table of Contents



Approval of Transactions with Related Persons
   
    
    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.
   57




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Audit Fees
 For 2009
  For 2008
  Audit-Related Fees
  Tax Fees
 For 2009
   58




---



##### Table of Contents



For 2008
  All Other Fees
  Pre-Approval Policy
  General.
 Audit Services.
 Audit-related Services.
 Tax Services.
 All Other Services
 Pre-Approval Fee Levels
  59




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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, 2009 AND 2008 AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008: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
  60




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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 31,2009
    
    
    2008ASSETSREAL ESTATE ASSETS:Land
    
    $
    11,375,734
    
    
    $
    11,375,734Buildings and improvements
    
    
    21,530,802
    
    
    
    25,521,272Furniture, fixtures and equipment
    
    
    704,558
    
    
    
    619,18133,611,094
    
    
    
    37,516,187Less accumulated depreciation
    
    
    (4,689,094
    )
    
    
    (3,861,074
    )Operating real estate assets
    
    
    28,922,000
    
    
    
    33,655,113Construction in progress and real estate under development
    
    
    44,440,391
    
    
    
    52,305,712Land held for investment
    
    
    9,009,124
    
    
    
    9,009,124Net real estate assets
    
    
    82,371,515
    
    
    
    94,969,949CASH AND CASH EQUIVALENTS
    
    
    7,905,771
    
    
    
    16,454,995RESTRICTED CASH
    
    
    1,322,408
    
    
    
    925,521INVESTMENTS
    
    
    38,177
    
    
    
    DEFERRED FINANCING & LEASING COSTS  Net of accumulated amortization
of $568,793 and $570,894 at December 31, 2009 and December 31, 2008, respectively
    
    
    267,864
    
    
    
    316,124LEASE INTANGIBLES  Net of accumulated amortization
of $467,850 and $465,087 at December 31, 2009 and December 31, 2008, respectively
    
    
    203,808
    
    
    
    322,954OTHER ASSETS  Net
    
    
    271,820
    
    
    
    368,020$
    92,381,363
    
    
    $
    113,357,563LIABILITIES AND SHAREHOLDERS EQUITYLIABILITIES:Mortgage notes payable
    
    $
    14,040,668
    
    
    $
    14,292,020Construction notes payable
    
    
    9,005,000
    
    
    
    9,165,000Land notes payable
    
    
    20,675,000
    
    
    
    21,252,000Accounts payable and accrued expenses
    
    
    498,020
    
    
    
    655,701Due to affiliates
    
    
    66,441
    
    
    
    52,878Security deposits and prepaid rents
    
    
    146,881
    
    
    
    141,550Distribution payable
    
    
    
    
    
    
    2,362,909Accrued expenses related to discontinued operations
    
    
    23,781
    
    
    
    23,781Total liabilities
    
    
    44,455,791
    
    
    
    47,945,839COMMITMENTS AND CONTINGENCIES (Note 10)NONCONTROLLING INTEREST  OPERATING PARTNERSHIP
    
    
    8,760,795
    
    
    
    12,585,216SHAREHOLDERS 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, 10,205,749 and
10,086,769 shares issued and outstanding at December 31, 2009 and December 31,
2008, respectively
    
    
    102,058
    
    
    
    100,868Additional paid-in capital
    
    
    30,948,377
    
    
    
    30,389,994Treasury shares, at cost
    
    
    (71,332
    )
    
    
    (15,886
    )Accumulated other comprehensive income
    
    
    9,722
    
    
    
    Retained earnings
    
    
    8,175,952
    
    
    
    22,351,532Total shareholders equity
    
    
    39,164,777
    
    
    
    52,826,508$
    92,381,363
    
    
    $
    113,357,563
   F-2




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended December 31,2009
    
    
    2008OPERATING REVENUES:Rental operations
    
    $
    1,982,934
    
    
    $
    2,246,946Other operating income
    
    
    335,105
    
    
    
    352,568Total operating revenues
    
    
    2,318,039
    
    
    
    2,599,514OPERATING EXPENSES:Personnel
    
    
    40,421
    
    
    
    53,550Utilities
    
    
    220,639
    
    
    
    213,873Repairs and maintenance
    
    
    107,112
    
    
    
    175,663Real estate taxes
    
    
    639,025
    
    
    
    725,885Marketing, insurance and other
    
    
    112,145
    
    
    
    98,520General and administrative expenses
    
    
    1,825,104
    
    
    
    1,822,665Bad debt expense
    
    
    184,178
    
    
    
    141,640Write-off of
lease intangibles (net)
    
    
    5,254
    
    
    
    30,846Impairment loss on real estate assets
    
    
    14,111,334
    
    
    
    2,555,000Depreciation and amortization expense
    
    
    989,864
    
    
    
    1,307,590Total operating expenses
    
    
    18,235,076
    
    
    
    7,125,232LOSS FROM OPERATIONS
    
    
    (15,917,037
    )
    
    
    (4,525,718
    )OTHER INCOME (EXPENSE):Interest income
    
    
    121,901
    
    
    
    299,200Interest expense
    
    
    (1,468,711
    )
    
    
    (1,442,076
    )Amortization of deferred financing and leasing costs
    
    
    (176,581
    )
    
    
    (202,376
    )Total other expense
    
    
    (1,523,391
    )
    
    
    (1,345,252
    )LOSS FROM CONTINUING OPERATIONS
    
    
    (17,440,428
    )
    
    
    (5,870,970
    )INCOME FROM DISCONTINUED OPERATIONS
    
    
    
    
    
    
    28,914,444NET (LOSS) INCOME
    
    
    (17,440,428
    )
    
    
    23,043,474(LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
    
    
    (3,264,848
    )
    
    
    5,422,130NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS
    
    $
    (14,175,580
    )
    
    $
    17,621,344(LOSS) INCOME PER COMMON SHARE  BASIC AND DILUTED (Note 6):Loss from continuing operations  basic
    
    $
    (1.40
    )
    
    $
    (0.46
    )Income from discontinued operations  basic
    
    
    
    
    
    
    2.27Net (loss) income  basic
    
    $
    (1.40
    )
    
    $
    1.81Loss from continuing operations  diluted
    
    $
    (1.40
    )
    
    $
    (0.47
    )Income from discontinued operations  diluted
    
    
    
    
    
    
    2.31Net (loss) income  diluted
    
    $
    (1.40
    )
    
    $
    1.84
   F-3




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Common Shares
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    
    
    
    
    TotalNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Share-Shares
    
    
    
    
    
    
    Paid-In
    
    
    Treasury
    
    
    Comprehensive
    
    
    Retained
    
    
    holdersShares Issued
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Income
    
    
    Earnings
    
    
    EquityBALANCE 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 operating partnership units to common 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 noncontrolling 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
    
    
    $
    52,826,508Comprehensive incomeOther comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,722
    
    
    
    
    
    
    
    9,722Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,175,580
    )
    
    
    (14,175,580
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,165,858
    )Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,446
    )
    
    
    
    
    
    
    
    
    
    
    (55,446
    )Conversion
of operating partnership units to common shares
    
    
    118,980
    
    
    
    1,190
    
    
    
    119,578
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,768Adjustment for noncontrolling interest in the operating partnership
    
    
    
    
    
    
    
    
    
    
    438,805
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    438,805BALANCE AS OF DECEMBER 31, 2009
    
    
    10,205,749
    
    
    $
    102,058
    
    
    $
    30,948,377
    
    
    $
    (71,332
    )
    
    $
    9,722
    
    
    $
    8,175,952
    
    
    $
    39,164,777
   F-4




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##### Table of Contents



ROBERTS REALTY INVESTORS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2009
    
    
    2008OPERATING ACTIVITIES:Net (loss) income
    
    $
    (17,440,428
    )
    
    $
    23,043,474Adjustments to reconcile net (loss) income to net cash used in operating activities:Income from discontinued operations
    
    
    
    
    
    
    (28,914,444
    )Depreciation and amortization
    
    
    1,166,445
    
    
    
    1,499,165Amortization of above and below market leases
    
    
    10,796
    
    
    
    26,375Amortization of deferred compensation
    
    
    
    
    
    
    21,001Loss on disposal of assets
    
    
    24,810
    
    
    
    Write-off of lease intangibles (net)
    
    
    5,254
    
    
    
    30,846Impairment loss on real estate assets
    
    
    14,111,334
    
    
    
    2,555,000Forfeiture of restricted stock
    
    
    
    
    
    
    (36,838
    )Changes in assets and liabilities:Decrease in other assets
    
    
    71,851
    
    
    
    1,383Increase (decrease) in due to affiliates
    
    
    25,746
    
    
    
    (123,973
    )(Decrease) increase in accounts payable and other liabilities relating to operations
    
    
    (103,987
    )
    
    
    199,309Net cash used in operating activities from continuing operations
    
    
    (2,128,179
    )
    
    
    (1,698,702
    )Net cash provided by operating activities from discontinued operations
    
    
    
    
    
    
    605,600Net cash used in operating activities
    
    
    (2,128,179
    )
    
    
    (1,093,102
    )INVESTING ACTIVITIES:Purchase of equity securities
    
    
    (28,455
    )
    
    
    Payment of leasing costs
    
    
    (21,072
    )
    
    
    (34,087
    )Increase in restricted cash
    
    
    (396,887
    )
    
    
    (599,111
    )Decrease in accounts payable and other liabilities relating to investing
    
    
    (64,207
    )
    
    
    (357,516
    )Development and construction of real estate assets
    
    
    (2,405,676
    )
    
    
    (3,868,808
    )Net cash used in investing activities from continuing operations
    
    
    (2,916,297
    )
    
    
    (4,859,522
    )Net cash provided by investing activities from discontinued operations
    
    
    
    
    
    
    58,477,108Net cash (used in) provided by investing activities
    
    
    (2,916,297
    )
    
    
    53,617,586FINANCING ACTIVITIES:Principal repayments on mortgage notes payable
    
    
    (251,352
    )
    
    
    (234,150
    )Payment of loan costs
    
    
    (113,886
    )
    
    
    (182,099
    )Repayment of construction note payable
    
    
    (160,000
    )
    
    
    (911,030
    )Repayment of land notes payable
    
    
    (577,000
    )
    
    
    (815,000
    )Repayment of insurance premium note payable
    
    
    
    
    
    
    (90,073
    )Repayment of line of credit
    
    
    
    
    
    
    (400,000
    )Purchase of treasury shares
    
    
    (55,446
    )
    
    
    (15,886
    )Payment of distribution to shareholders and unitholders
    
    
    (2,360,397
    )
    
    
    (5,005,586
    )Increase in accounts payable and other liabilities relating to financing activities
    
    
    13,333
    
    
    
    Net cash used in financing activities from continuing operations
    
    
    (3,504,748
    )
    
    
    (7,653,824
    )Net cash used in financing activities from discontinued operations
    
    
    
    
    
    
    (29,019,538
    )Net cash used in financing activities
    
    
    (3,504,748
    )
    
    
    (36,673,362
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (8,549,224
    )
    
    
    15,851,122CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    16,454,995
    
    
    
    603,873CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    7,905,771
    
    
    $
    16,454,995SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest, net of capitalized interest of $762,847 and $1,193,766 for 2009 and 2008, respectively
    
    $
    1,423,621
    
    
    $
    2,449,235SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Development and construction of real estate assets due to, but not paid to, affiliates
    
    $
    33,749
    
    
    $
    45,932Conversion of operating partnership units to common shares
    
    $
    120,768
    
    
    $
    427,000Adjustments for noncontrolling interest in the operating partnership
    
    $
    454,603
    
    
    $
    2,393,182Unrealized gain on available-for-sale securities
    
    $
    9,722
    
    
    $
    
   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 land totaling 105.6 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. Fair Value Measurements and Disclosures  Overall
 Business Combinations
  F-7




---



##### Table of Contents



Property, Plant, and Equipment  Real Estate Sales ).
 Cash and Cash Equivalents.
 Restricted Cash.
 Investments.
  Gross
    
    
    GrossCost
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketBasis
    
    
    Gains
    
    
    Losses
    
    
    ValueMarketable equity securities
    
    $
    28,455
    
    
    $
    9,858
    
    
    $
    (136
    )
    
    $
    38,177
 Deferred Financing Costs.
  F-8




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##### Table of Contents



Revenue Recognition.
 Year
    
    Amount2010
    
    $
    1,537,2992011
    
    
    1,346,0162012
    
    
    1,178,0362013
    
    
    593,4202014
    
    
    351,885Thereafter
    
    
    316,237Total
    
    $
    5,322,893
 Income Taxes.
 2009
    
    
    2008Net (loss) income
    
    $
    (14,175,580
    )
    
    $
    17,621,344Adjustments to net income:Gains from sale of real estate assets
    
    
    
    
    
    
    1,123,656Political campaign contributions
    
    
    1,580
    
    
    
    Loss from disposal of assets
    
    
    (16,000
    )
    
    
    Depreciation
    
    
    170,000
    
    
    
    (213,000
    )Prepaid rents
    
    
    32,000
    
    
    
    (83,000
    )Unearned compensation
    
    
    
    
    
    
    2,000Interest expense
    
    
    (620,000
    )
    
    
    (912,000
    )Bad debt
    
    
    336,000
    
    
    
    (5,000
    )Section 754 deduction
    
    
    
    
    
    
    (487,000
    )Meals and entertainment
    
    
    1,000
    
    
    
    1,000Impairment loss
    
    
    11,469,000
    
    
    
    1,953,000Fair market value of leases
    
    
    4,000
    
    
    
    23,000Charitable contribution carryover
    
    
    4,000
    
    
    
    (1,000
    )Taxable (loss) income before net operating losses and dividends paid deduction
    
    $
    (2,794,000
    )
    
    $
    19,023,000Dividends paid deduction
    
    
    
    
    
    
    (12,607,000
    )Net operating loss carryforward
    
    
    
    
    
    
    (6,416,000
    )Taxable loss
    
    $
    (2,794,000
    )
    
    $
    
  F-9




---



##### 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. The and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162 The
Hierarchy of Generally Accepted Accounting Principles
 Consolidation  Overall Classification and Measurement
of Redeemable Securities
  F-10




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008Beginning balance
    
    $
    12,585,216
    
    
    $
    11,715,497Net (loss) income attributable to noncontrolling interest
    
    
    (3,264,848
    )
    
    
    5,422,130Redemptions of noncontrolling partnership units
    
    
    (120,768
    )
    
    
    (426,999
    )Distribution payable
    
    
    
    
    
    
    (1,732,230
    )Adjustments to noncontrolling interest in operating partnership
    
    
    (438,805
    )
    
    
    (2,393,182
    )Ending balance
    
    $
    8,760,795
    
    
    $
    12,585,216
  Consolidation  Overall
    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
 Property, Plant, and Equipment Overall
  F-12




---



##### Table of Contents



Year EndedDecember 31, 2008OPERATING REVENUES:Rental operations
    
    $
    2,544,434Other operating income
    
    
    170,737Total operating revenues
    
    
    2,715,171OPERATING EXPENSES:Personnel
    
    
    302,565Utilities
    
    
    136,715Repairs and maintenance
    
    
    306,781Real estate taxes
    
    
    287,463Marketing, insurance and other
    
    
    140,079General and administrative expenses
    
    
    41,137Total operating expenses
    
    
    1,214,740INCOME FROM OPERATIONS
    
    
    1,500,431OTHER EXPENSE:Interest expense
    
    
    (915,624
    )Amortization of deferred financing & leasing costs
    
    
    (18,029
    )Total other expense
    
    
    (933,653
    )INCOME FROM DISCONTINUED OPERATIONS BEFORE GAIN ON SALE
OF REAL ESTATE ASSET
    
    
    566,778GAIN ON SALE OF REAL ESTATE ASSET
    
    
    28,347,666INCOME FROM DISCONTINUED OPERATIONS
    
    $
    28,914,444
 5.
    
    NOTES PAYABLE
  1.
    
    Mortgage notes secured by its operating properties;2.
    
    Construction loans secured by other real estate assets; and3.
    
    Land loans used to purchase undeveloped land.
  Mortgage Notes.
 FixedInterestRate as of
    
    
    Principal OutstandingProperty Securing Mortgage
    
    Maturity
    
    
    12/31/09
    
    
    12/31/09
    
    
    12/31/08Grand Pavilion Retail Center
    
    
    07/11/13
    
    
    
    5.43
    %
    
    
    6,499,986
    
    
    
    6,625,210Spectrum at the Mall of Georgia
    
    
    05/01/14
    
    
    
    5.68
    %
    
    
    4,972,913
    
    
    
    5,059,141Bassett Retail Center
    
    
    10/01/19
    
    
    
    8.47
    %
    
    
    2,567,769
    
    
    
    2,607,669Total
    
    
    
    
    
    
    
    
    
    $
    14,040,668
    
    
    $
    14,292,020
  F-13




---



##### Table of Contents



Construction Loans.
  Land Loans.
     F-14




---



##### Table of Contents



Line of Credit.
  2010
    
    $
    29,925,5672011
    
    
    282,3762012
    
    
    297,7382013
    
    
    6,256,9802014
    
    
    4,644,299Thereafter
    
    
    2,313,708Total
    
    $
    43,720,668
  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.
  F-15




---



##### Table of Contents



Exchanges of Units for Shares.
  Restricted Stock.
 Compensation  Stock Compensation
  Number of Unvested
    
    
    Weighted GrantShares of
    
    
    Date Fair ValueRestricted Stock
    
    
    Per ShareBalance 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.
  F-16




---



##### Table of Contents



Treasury Stock.
  Earnings Per Share.
   December 31,2009
    
    
    2008Shares issued and outstanding according to transfer agent
    
    
    10,205,749
    
    
    
    6,125,590Shares issued January 29, 2009, pursuant to the special distribution declared on December 18, 2008 to shareholders of record on December 29, 2008
    
    
    
    
    
    
    3,754,732Shares issued January 29, 2009, to unitholders who exchanged units for shares in 2008 after the December 29, 2008 record date
    
    
    
    
    
    
    206,447Shares outstanding as shown in the consolidated financial statements
    
    
    10,205,749
    
    
    
    10,086,769
  F-17




---



##### Table of Contents



2009
    
    
    2008Net loss available for common shareholders  basic
    
    $
    (14,175,580
    )
    
    $
    (4,489,531
    )Loss attributable to noncontrolling interest
    
    
    (3,264,848
    )
    
    
    (1,381,439
    )Loss from continuing operations  diluted
    
    $
    (17,440,428
    )
    
    $
    (5,870,970
    )Income from discontinued operations  basic
    
    
    
    
    
    
    22,110,875Income from discontinued operations attributable to noncontrolling interest
    
    
    
    
    
    
    6,803,569Income from discontinued operations  diluted
    
    $
    
    
    
    $
    28,914,444Net (loss) income  diluted
    
    $
    (17,440,428
    )
    
    $
    23,043,474Weighted average shares  basic
    
    
    10,151,536
    
    
    
    9,763,210Dilutive securities  weighted average units
    
    
    2,337,651
    
    
    
    2,731,276Weighted average shares  diluted
    
    
    12,489,187
    
    
    
    12,494,486
 7.
    
    SEGMENT REPORTING
 Segment Reporting  Overall
  1.
    
    the multifamily segment, which consists of operating multifamily
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, cash
equivalents, and miscellaneous other assets.
  F-18




---



##### Table of Contents



Twelve Months Ended December 31, 2009
 Retail/Office
    
    
    Land
    
    
    Corporate
    
    
    TotalOperating revenues  continuing
    
    $
    1,970,259
    
    
    $
    12,675
    
    
    $
    
    
    
    $
    1,982,934Other operating income
    
    
    319,853
    
    
    
    
    
    
    
    15,252
    
    
    
    335,105Total operating revenues from consolidated entities
    
    
    2,290,112
    
    
    
    12,675
    
    
    
    15,252
    
    
    
    2,318,039Operating expenses  continuing
    
    
    5,278,816
    
    
    
    10,392,145
    
    
    
    1,574,251
    
    
    
    17,245,212Depreciation and amortization expense
    
    
    976,311
    
    
    
    
    
    
    
    13,553
    
    
    
    989,864Total operating expenses from consolidated entities
    
    
    6,255,127
    
    
    
    10,392,145
    
    
    
    1,587,804
    
    
    
    18,235,076Other (expense) income
    
    
    (1,252,672
    )
    
    
    (387,770
    )
    
    
    117,051
    
    
    
    (1,523,391
    )Consolidated loss from continuing operations
    
    
    (5,217,687
    )
    
    
    (10,767,240
    )
    
    
    (1,455,501
    )
    
    
    (17,440,428
    )Income from discontinued operations (Note 4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (5,217,687
    )
    
    
    (10,767,240
    )
    
    
    (1,455,501
    )
    
    
    (17,440,428
    )Loss attributable to noncontrolling interest
    
    
    (976,751
    )
    
    
    (2,015,627
    )
    
    
    (272,470
    )
    
    
    (3,264,848
    )Net loss available for common shareholders
    
    $
    (4,240,936
    )
    
    $
    (8,751,613
    )
    
    $
    (1,183,031
    )
    
    $
    (14,175,580
    )Total assets at December 31, 2009
    
    $
    30,096,403
    
    
    $
    53,512,273
    
    
    $
    8,772,687
    
    
    $
    92,381,363
  F-19




---



##### Table of Contents



Twelve Months Ended December 31, 2008
 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
    
    
    
    5,817,642Depreciation and amortization expense
    
    
    
    
    
    
    1,292,617
    
    
    
    
    
    
    
    14,973
    
    
    
    1,307,590Total operating expenses from consolidated entities
    
    
    
    
    
    
    5,083,338
    
    
    
    342,305
    
    
    
    1,699,589
    
    
    
    7,125,232Other (expense) income
    
    
    
    
    
    
    (1,430,308
    )
    
    
    (174,841
    )
    
    
    259,897
    
    
    
    (1,345,252
    )Consolidated loss from continuing operations
    
    
    
    
    
    
    (3,933,079
    )
    
    
    (504,471
    )
    
    
    (1,433,420
    )
    
    
    (5,870,970
    )Income from discontinued operations (Note 4)
    
    
    28,914,444
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,914,444Net income (loss)
    
    
    28,914,444
    
    
    
    (3,933,079
    )
    
    
    (504,471
    )
    
    
    (1,433,420
    )
    
    
    23,043,474Income (loss) attributable to noncontrolling interest
    
    
    6,803,569
    
    
    
    (925,453
    )
    
    
    (118,702
    )
    
    
    (337,284
    )
    
    
    5,422,130Net income (loss) available for common shareholders
    
    $
    22,110,875
    
    
    $
    (3,007,626
    )
    
    $
    (385,769
    )
    
    $
    (1,096,136
    )
    
    $
    17,621,344Total assets at December 31, 2008
    
    $
    
    
    
    $
    34,938,022
    
    
    $
    61,400,184
    
    
    $
    17,019,357
    
    
    $
    113,357,563
  F-20




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##### Table of Contents



8.
    
    IMPAIRMENT LOSS ON REAL ESTATE ASSETS AND FAIR VALUE MEASURMENTS
 Impairment Loss on Real Estate Assets
 Property,
Plant, and Equipment Overall
 Non-Cash Impairments on Operating Real Estate Assets
 Non-Cash Impairments on Real Estate Under Development
  F-21




---



##### Table of Contents



Fair Value Measurements
 Fair Value Measurement and Disclosures
 
    
    Level 1  quoted prices (unadjusted) in active markets that are accessible at
the measurement date for assets or liabilities;
 
    
    Level 2  observable prices that are based on inputs not quoted in active
markets, but corroborated by market data; and
 
    
    Level 3  unobservable inputs that are used when little or no market data is
available.
   As of December 31, 2009Description
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Marketable securities
    
    $
    38,177
    
    
    $
    38,177
    
    
    
    
    
    
    
    
  As of December 31, 2009Description
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Operating real estate assets
    
    $
    18,278,152
    
    
    
    
    
    
    
    
    
    
    $
    18,278,152Real estate under
development
    
    
    31,991,110
    
    
    
    
    
    
    
    
    
    
    
    31,991,110Total assets
    
    $
    50,269,262
    
    
    
    
    
    
    
    
    
    
    $
    50,269,262
 As of December 31, 2008Description
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Operating real estate assets
    
    $
    10,887,790
    
    
    
    
    
    
    
    
    
    
    $
    10,887,790
  F-22




---



##### Table of Contents



9.
    
    RELATED PARTY TRANSACTIONS
 Transactions with Mr. Charles S. Roberts and His Affiliates
   Number
    
    
    YearName of Community
    
    of Units
    
    
    Sold
    
    
    Sales PriceAddison Place Townhomes (Phase I)
    
    
    118
    
    
    
    2008
    
    
    $
    20,000,000Addison Place Apartments (Phase II)
    
    
    285
    
    
    
    2008
    
    
    
    40,000,000Ballantyne Place
    
    
    319
    
    
    
    2005
    
    
    
    37,250,000Plantation Trace (Phase I)
    
    
    182
    
    
    
    2004
    
    
    
    16,866,400River Oaks
    
    
    216
    
    
    
    2004
    
    
    
    20,000,000Bradford Creek
    
    
    180
    
    
    
    2004
    
    
    
    18,070,000Preston Oaks (Phase II)
    
    
    24
    
    
    
    2004
    
    
    
    3,017,500Plantation Trace Townhomes (Phase II)
    
    
    50
    
    
    
    2004
    
    
    
    4,633,600Veranda Chase
    
    
    250
    
    
    
    2004
    
    
    
    23,250,000Preston Oaks (Phase I)
    
    
    189
    
    
    
    2004
    
    
    
    23,762,500Highland Park
    
    
    188
    
    
    
    2003
    
    
    
    17,988,143Crestmark Club (Phase I)
    
    
    248
    
    
    
    2001
    
    
    
    18,562,874Rosewood Plantation
    
    
    152
    
    
    
    2001
    
    
    
    14,800,000Crestmark Club (Phase II)
    
    
    86
    
    
    
    2001
    
    
    
    6,437,126Ivey Brook
    
    
    146
    
    
    
    2000
    
    
    
    14,550,000Bentley Place
    
    
    117
    
    
    
    1999
    
    
    
    8,273,000Total
    
    
    2,750
    
    
    
    
    
    
    $
    287,461,143
 Design and Development Agreements with Roberts Properties
 AmountsTotal
    
    
    Incurred in
    
    
    RemainingContract
    
    
    2008 and
    
    
    ContractualAmount
    
    
    2009
    
    
    CommitmentNorth Springs
    
    $
    1,780,000
    
    
    $
    791,111
    
    
    $
    0Peachtree Parkway
    
    
    1,460,000
    
    
    
    300,000
    
    
    
    0Bradley Park
    
    
    770,000
    
    
    
    670,000
    
    
    
    0Highway 20
    
    
    1,050,000
    
    
    
    0
    
    
    
    950,000$
    5,060,000
    
    
    $
    1,761,111
    
    
    $
    950,000
  F-23




---



##### Table of Contents



Construction Contracts with Roberts Construction.
 Actual/
    
    
    Amounts
    
    
    EstimatedEstimated
    
    
    Incurred in
    
    
    RemainingContract
    
    
    2008 and
    
    
    ContractualAmount
    
    
    2009
    
    
    CommitmentAddison Place Shops  Bldg D
    
    $
    421,731
    
    
    $
    35,391
    
    
    $
    Bradley Park
    
    
    13,363,000
    
    
    
    393,286
    
    
    
    12,961,840Northridge
    
    
    20,401,000
    
    
    
    439,994
    
    
    
    19,961,006Peachtree Parkway
    
    
    27,212,000
    
    
    
    34,048
    
    
    
    27,105,309$
    61,397,731
    
    
    $
    902,719
    
    
    $
    60,028,155
 Land Acquisitions.
 Other Fees.
 Office Leases.
 10.
    
    COMMITMENTS AND CONTINGENCIES
 14,249,000 21,799,000
  F-24




---



##### Table of Contents



F-25




---



##### Table of Contents



Managements Business Plan.
 (a)
    
    to provide working capital to cover its negative operating cash flow; and
 (b)
    
    to invest in the development of two new multifamily communities to enable
Roberts Realty to raise the required equity to construct these communities.
  Retail Centers and Office Building.
 Land Parcels Held for Development and Construction
   F-26




---



##### Table of Contents



Possible Sale of the Entire Company
 11.
    
    SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 Quarter EndedMarch 31
    
    
    June 30
    
    
    Sept 30
    
    
    Dec 31Year Ended December 31, 2009Total operating revenues
    
    $
    588,128
    
    
    $
    594,520
    
    
    $
    561,323
    
    
    $
    574,068Loss from operations
    
    
    (1,930,164
    )
    
    
    (5,758,860
    )
    
    
    (461,114
    )
    
    
    (7,766,899
    )Loss from continuing operations
    
    
    (2,247,586
    )
    
    
    (6,170,926
    )
    
    
    (860,088
    )
    
    
    (8,161,828
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (2,247,586
    )
    
    
    (6,170,926
    )
    
    
    (860,088
    )
    
    
    (8,161,828
    )Per share (diluted):Loss from continuing operations
    
    $
    (0.18
    )
    
    $
    (0.49
    )
    
    $
    (0.07
    )
    
    $
    (0.66
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (0.18
    )
    
    $
    (0.49
    )
    
    $
    (0.07
    )
    
    $
    (0.66
    )Year Ended December 31, 2008Total operating revenues
    
    $
    628,234
    
    
    $
    663,301
    
    
    $
    653,434
    
    
    $
    654,545Loss from operations
    
    
    (442,690
    )
    
    
    (379,573
    )
    
    
    (1,692,344
    )
    
    
    (2,011,111
    )Loss from continuing operations
    
    
    (889,302
    )
    
    
    (768,196
    )
    
    
    (1,921,564
    )
    
    
    (2,291,908
    )Income (loss) from discontinued operations
    
    
    324,357
    
    
    
    28,590,513
    
    
    
    45
    
    
    
    (471
    )Net (loss) income
    
    
    (564,945
    )
    
    
    27,822,317
    
    
    
    (1,921,519
    )
    
    
    (2,292,379
    )Per share (diluted):Loss from continuing operations
    
    $
    (0.07
    )
    
    $
    (0.06
    )
    
    $
    (0.15
    )
    
    $
    (0.19
    )Income from discontinued operations
    
    
    0.03
    
    
    
    2.29
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (0.04
    )
    
    $
    2.23
    
    
    $
    (0.15
    )
    
    $
    (0.19
    )
  F-27




---



##### Table of Contents



12.
    
    SUBSEQUENT EVENTS
 Bradley Park Land Loan Renewal.
 Westside Land Loan Extension.
 Office Leases.
  F-28




---



##### Table of Contents



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]
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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
    
    
    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.]10.1.2
    
    
    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.]10.1.3
    
    
    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.]10.1.4
    
    
    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.]10.1.5
    
    
    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.]10.1.6
    
    
    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.]10.1.7
    
    
    Lease renewal agreement by and between Roberts Properties Residential,
L.P. and Roberts Properties, Inc. dated January 30, 2009. [Incorporated
by reference to Exhibit 10.1.8 in our annual report on Form 10-K for the
year ended December 31, 2008.]10.1.8
    
    
    Lease renewal agreement by and between Roberts Properties Residential,
L.P. and Roberts Properties Construction, Inc. dated January 30, 2009.
[Incorporated by reference to Exhibit 10.1.9 in our annual report on Form
10-K for the year ended December 31, 2008.]
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Exhibit No.
    
    Description10.1.9
    
    
    First Amendment to Lease dated December 30, 2009 by and between Roberts
Properties, Inc. and Roberts Properties Residential, L.P. [Incorporated
by reference to Exhibit 10.1 in our current report on Form 8-K dated
December 30, 2009.]10.1.10
    
    
    First Amendment to Lease dated December 30, 2009 by and between Roberts
Properties Construction, Inc. and Roberts Properties Residential, L.P.
[Incorporated by reference to Exhibit 10.2 in our current report on Form
8-K dated December 30, 2009.]Addison Place Shops10.2.1
    
    
    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
    
    
    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
    
    
    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.]10.4.2
    
    
    Design and Development Agreement among Roberts Properties Residential,
L.P., Georgianna Jean K. Valentino and Roberts Properties, Inc. for the
Peachtree Parkway land parcel, 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.]10.4.3
    
    
    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.]10.4.4
    
    
    Construction Contract among Roberts Properties Residential, L.P.,
Georgianna Jean K. Valentino and Roberts Properties Construction, Inc.
for the Peachtree Parkway land parcel, 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.]10.4.6
    
    
    Sales Contract dated December 17, 2009 between Peachtree Corners Circle,
LLC and Roberts Properties Residential, L.P. (1.004-acre parcel on
Peachtree Corners Circle). [Incorporated by reference to Exhibit 10.1 in
our current report on Form 8-K dated December 17, 2009.]
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Exhibit No.
    
    Description10.4.7
    
    
    Sales Contract dated December 17, 2009 between Peachtree Corners Circle,
LLC and Roberts Properties Residential, L.P. (0.154-acre strip along
Peachtree Corners Circle). [Incorporated by reference to Exhibit 10.2
in our current report on Form 8-K dated December 17, 2009.]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) land parcel, 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) land parcel, 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.]Bradley Park10.6.1
    
    
    Design and Development Agreement between Roberts Properties Residential,
L.P. and Roberts Properties, Inc. for the Sawmill land parcel 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 land parcel 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 land parcel 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 land parcel 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.]
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Exhibit No.
    
    DescriptionCompensation Agreements and Arrangements, and Restricted Stock Plan10.8.1
    
    
    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.]10.8.2
    
    
    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.]10.8.3
    
    
    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.]10.8.4
    
    
    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.]10.8.5
    
    
    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.]10.8.6
    
    
    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.]
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Exhibit No.
    
    Description10.10.3
    
    
    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.]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.]
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Exhibit No.
    
    Description10.11.6
    
    
    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.]10.11.7
    
    
    Letter Agreement from Wachovia Bank, N.A. dated April 27, 2009.
[Incorporated by reference to Exhibit 10.1 in our current report on Form 8-K
dated April 27, 2009.]10.11.8
    
    
    Third Consolidated Amendatory Agreement dated July 17, 2009 by and among
Roberts Properties Residential, L.P., Roberts Realty Investors, Inc. and
Wachovia Bank, National Association (Peachtree Parkway). [Incorporated by
reference to Exhibit 10.1 in our current report on Form 8-K dated July 17,
2009.]10.11.9
    
    
    Second Amendment to Deed to Secure Debt and Assignment of Rents and Other
Loan Documents dated July 17, 2009 by and between Roberts Properties
Residential, L.P. and Wachovia Bank, National Association (Peachtree
Parkway). [Incorporated by reference to Exhibit 10.2 in our current report
on Form 8-K dated July 17, 2009.]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.
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SIGNATURES
   ROBERTS REALTY INVESTORS, INC.By:
    /s/ Charles S. RobertsCharles 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 1, 2010/s/ Charles R. Elliott

Charles R. Elliott
    
    Secretary, Treasurer, Chief
Financial Officer 
(Principal Financial
Officer and 
Principal Accounting
Officer) and Director
    
    March 1, 2010/s/ John L. Davis

John L. Davis
    
    Director
    
    March 1, 2010/s/ Wm. Jarell Jones

Wm. Jarell Jones
    
    Director
    
    March 1, 2010
  68