8-K
INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ (IOR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act
Date of Report (Date of earliest event reported): November10,2021
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
| NevadaNV | 001-14784 | 75-2615944 |
|---|---|---|
| (State or other<br><br> <br>jurisdiction of incorporation) | (Commission<br><br> <br>File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1603 LBJ Freeway, Suite 800<br><br> <br>Dallas, Texas | 75234 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
469-522-4200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the<br>Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| ****<br><br> <br>Title of Each Class | <br><br> <br><br><br> <br>Trading Symbol | ****<br><br> <br>Name of Each Exchange<br><br> <br>on which Registered |
|---|---|---|
| ****<br><br> <br>Common Stock, par value $0.01 | IOR | NYSE American |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
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Section 2 – Financial Information
Item 2.02. Results of Operations andFinancial Condition
On November 10, 2021, Income Opportunity Realty Investors, Inc. (“IOR” or the “Company”) announced its operational results for the quarter ended September 30, 2021. A copy of the announcement is attached as Exhibit “99.1.”
The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.
Section 9 – Financial Statements andExhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
ExhibitNo. Description
99.1* Press release dated November 10, 2021
_________________________
* Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: November 11, 2021 | ||
|---|---|---|
| INCOME OPPORTUNITY REALTY INVESTORS, INC. | ||
| By: | /s/ Gene S. Bertcher | |
| Gene<br>S. Bertcher | ||
| Executive Vice President and | ||
| Chief Financial Officer |
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Exhibit "99.1"
| NEWS RELEASE<br><br> <br><br><br> <br>FOR IMMEDIATE RELEASE | Contact:<br><br> <br><br><br> <br>Income Opportunity Realty Investors, Inc.<br><br> <br>Investor Relations<br><br> <br>Gene Bertcher (800) 400-6407<br><br> <br>investor.relations@incomeopp-realty.com |
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IncomeOpportunity Realty Investors, Inc. Reports Second Quarter 2021 Results
DALLAS (November 10, 2021) - Income Opportunity Realty Investors, Inc. (NYSE American: IOR), a Dallas-based real estate investment company, today reported results of operations for the quarter ended September 30, 2021.
During the three months ended September 30, 2021, the Company reported net income of $712,000 thousand or $0.17 per diluted share, as compared to net income of $761,000 thousand or $0.18 per diluted share for the same period ended 2020.
Our primary business is investing in real estate and mortgage note receivables.
Expenses
General and administrative expenses were $88,000 thousand for the three months ended September 30, 2021. This represents a decrease of $6,000 thousand, compared to general and administrative expenses of $94,000 thousand for the three months ended September 30, 2020. This decrease was primarily driven by a decrease in cost reimbursements to our Advisor of approximately $5,000 thousand.
Advisory fees were $201,000 thousand for the three months ended September 30, 2021, compared to $194,000 thousand for the same period in 2020 for an increase of $7,000 thousand. Advisory fees are computed based on a gross asset fee of 0.0625% per month (0.75% per annum) of the average of the gross asset value.
Net income fee to related party was $56,000 thousand for the three months ended September 30, 2021. This represents an increase of $5,000 thousand, compared to the net income fee of $51,000 thousand for the three months ended September 30, 2020. The net income fee paid to our Advisor is calculated at 7.5% of net income.
Other income(expense)
Interest income decreased to $1,248 thousand for the three months ended September 30, 2021, compared to $1.302 thousand for the same period in 2020. The decrease of $54,000 thousand was primarily due to a decrease in interest recognized due to some notes being paid off in 1Q 2021.
Other income was $1,179 thousand for the nine months ended September 30, 2021, due to the collection of a note previously written off. Other income of $742 thousand for the nine months ended September 30, 2020, was due to a tax increment reimbursement from the City of Farmers Branch, Texas for previous infrastructure development performed by the Company.
AboutIncome Opportunity Realty Investors, Inc.
Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, currently holds a portfolio of notes receivable. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.
Income Opportunity Realty Investors, Inc.
Investor Relations
Gene Bertcher, (800) 400-6407
Investor.relations@incomeopp-realty.com
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INCOME
OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| For the Nine Months Ended <br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | |||||||||
| (dollars in thousands,<br><br>except per share amounts) | |||||||||||
| Revenues: | |||||||||||
| Revenue from operations | — | $ | — | $ | — | $ | — | ||||
| Expenses: | |||||||||||
| General and administrative (including 220 and 190 for the nine months ended 2021 and 2020, respectively, to related parties) | 88 | 94 | 376 | 361 | |||||||
| Net income fee to related party | 56 | 51 | 250 | 249 | |||||||
| Advisory fee to related party | 201 | 194 | 599 | 574 | |||||||
| Total operating expenses | 345 | 339 | 1,225 | 1,184 | |||||||
| Net operating loss | (345 | ) | (339 | ) | (1,225 | ) | (1,184 | ) | |||
| Other income (expenses): | |||||||||||
| Interest income from related parties | 1,248 | 1,302 | 3,697 | 4,071 | |||||||
| Other income | — | — | 1,179 | 742 | |||||||
| Total other income | 1,248 | 1,302 | 4,876 | 4,813 | |||||||
| Income before taxes | 903 | 963 | 3,651 | 3,629 | |||||||
| Income tax expense | 191 | 202 | 768 | 762 | |||||||
| Net income | 712 | $ | 761 | $ | 2,883 | $ | 2,867 | ||||
| Earnings per share - basic and diluted | |||||||||||
| Net income | 0.17 | $ | 0.18 | $ | 0.69 | $ | 0.69 | ||||
| Weighted average common shares used in computing earnings per share | 4,168,414 | 4,168,414 | 4,168,414 | 4,168,414 |
All values are in US Dollars.
The
accompanying notes are an integral part of these consolidated financial statements.
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
| December 31, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| (Audited) | |||||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 13 | $ | 12 | ||
| Receivable and accrued interest from related parties | 95,827 | 90,526 | |||
| Total current assets | 95,840 | 90,538 | |||
| Non current assets | |||||
| Notes and interest receivable from related parties | 11,510 | 13,930 | |||
| Total non current assets | 11,510 | 13,930 | |||
| Total Assets | 107,350 | $ | 104,468 | ||
| Liabilities and Shareholders' Equity | |||||
| Liabilities: | |||||
| Accounts payable and other liabilities | 11 | $ | 12 | ||
| Total liabilities | 11 | 12 | |||
| Shareholders’ equity: | |||||
| Common stock, 0.01 par value, authorized 10,000,000 shares; issued 4,173,675 and outstanding 4,168,414 shares in 2021 and 2020 | 42 | 42 | |||
| Treasury stock at cost, 5,261 shares in 2021 and 2020 | (39 | ) | (39 | ) | |
| Paid-in capital | 61,955 | 61,955 | |||
| Retained earnings | 45,381 | 42,498 | |||
| Total shareholders' equity | 107,339 | 104,456 | |||
| Total liabilities and shareholders' equity | 107,350 | $ | 104,468 |
All values are in US Dollars.
The
accompanying notes are an integral part of these consolidated financial statements.