Transcontinental Realty Investors Inc 8-K, filed Aug 11, 2021
Transcontinental Realty Investors Inc (TCI)
8-K
2021-08-11
For: 2021-08-11
View Original
Added on
April 08, 2026
About this 8-K
Transcontinental Realty Investors Inc filed this 8-K on August 11, 2021.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | |||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(469 ) 522-4200
Registrant’s Telephone Number, including area code
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether teh Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):
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. ☐
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition
On August 11, 2021, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended June 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 and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
| Exhibit No. | Description | ||||||||||
| Press release dated | August 11, 2021 | ||||||||||
_________________________
* Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANSCONTINENTAL REALTY INVESTORS, INC. | ||||||||
| Dated: August 11, 2021 | By: | /s/ ERIK L. JOHNSON | ||||||
| Erik L. Johnson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Executive and Financial Officer) | ||||||||
| NEWS RELEASE | Contact: | |||||||
| Transcontinental Realty Investors, Inc. Investor Relations | ||||||||
| FOR IMMEDIATE RELEASE | Erik Johnson (469) 522-4200 investor.relations@transconrealty-invest.com | |||||||
Transcontinental Realty Investors, Inc. reports Earnings for Q2 2021
DALLAS (August 11, 2021) -- Transcontinental Realty Investors, Inc. (NYSE:TCI) is reporting its results of operations for the quarter ended June 30, 2021. For the three months ended June 30, 2021, we reported net loss attributable to common shares of $30.7 million or $3.56 per diluted share, compared to $4.2 million or $0.48 per diluted share for the same period in 2020.
Financial Highlights
•We collected approximately 96% of our rents for the three months ended June 30, 2021, comprised of approximately 96% from multifamily tenants and approximately 97% from office tenants.
•Total occupancy was 91% at June 30, 2021, which includes 95% at our multifamily properties and 73% at our commercial properties.
•On July 13, 2021, we received the arbitration verdict in connection with our dispute on the measurement of the Earn Out Obligation in connection with the formation of the VAA joint venture. As a result, we are required to pay approximately $39.6 million to Macquarie to satisfy the Earn Out Obligation, which represents a $29.6 million increase over the amount we had previously reserved.
Financial Results
Rental revenues decreased $1.4 million from $11.6 million for the three months ended June 30, 2021 to $10.2 million for the three months ended June 30, 2020. The decrease in rental revenue is primarily due to a decrease in occupancy at our commercial properties.
Net operating loss was $5.2 million for three months ended June 30, 2021, compared to net operating income of $0.6 million for the same period in 2020. The $5.9 million decrease in net operating loss is primarily due to an increase in advisory fees and legal costs in connection with the Earn Out arbitration.
Net loss attributable to common shares increased $26.6 million from $4.2 million for the the three months ended June 30, 2020 to $30.7 million for the three months ended June 30, 2021. The increase in net loss is primarily attributed to to the $29.6 million increase in the earn out obligation.
About Transcontinental Realty Investors, Inc.
Transcontinental Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, shopping centers, and developed and undeveloped land. The Company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The Company also holds mortgage receivables.
TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental revenues | $ | 10,194 | $ | 11,565 | $ | 20,555 | $ | 23,007 | |||||||||||||||
| Other income | 601 | 1,866 | 2,068 | 3,177 | |||||||||||||||||||
| Total revenue | 10,795 | 13,431 | 22,623 | 26,184 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expenses | 5,058 | 5,810 | 10,890 | 12,119 | |||||||||||||||||||
| Depreciation and amortization | 3,211 | 3,418 | 6,538 | 6,812 | |||||||||||||||||||
| General and administrative | 3,090 | 1,402 | 5,736 | 5,417 | |||||||||||||||||||
| Advisory fee to related party | 4,661 | 2,163 | 6,910 | 4,344 | |||||||||||||||||||
| Total operating expenses | 16,020 | 12,793 | 30,074 | 28,692 | |||||||||||||||||||
| Net operating (loss) income | (5,225) | 638 | (7,451) | (2,508) | |||||||||||||||||||
| Interest income | 4,662 | 4,227 | 9,363 | 8,754 | |||||||||||||||||||
| Interest expense | (6,582) | (7,741) | (13,186) | (15,708) | |||||||||||||||||||
| (Loss) gain on foreign currency transactions | (4,793) | (5,599) | 2,824 | 2,244 | |||||||||||||||||||
| Equity in income (loss) from unconsolidated joint ventures | 4,572 | (728) | 7,908 | (1,105) | |||||||||||||||||||
| (Loss) gain on sale or write-down of assets, net | (24,445) | 5,336 | (8,342) | 9,474 | |||||||||||||||||||
| Income tax provision | 1,233 | (49) | 1,193 | (296) | |||||||||||||||||||
| Net (loss) income | (30,578) | (3,916) | (7,691) | 855 | |||||||||||||||||||
| Net loss attributable to noncontrolling interest | (155) | (242) | (410) | (400) | |||||||||||||||||||
| Net (loss) income attributable to common shares | $ | (30,733) | $ | (4,158) | $ | (8,101) | $ | 455 | |||||||||||||||
| Earnings per share - basic | |||||||||||||||||||||||
| Basic and diluted | $ | (3.56) | $ | (0.48) | $ | (0.94) | $ | 0.05 | |||||||||||||||
| Weighted average common shares used in computing earnings per share | |||||||||||||||||||||||
| Basic and diluted | 8,639,316 | 8,717,767 | 8,639,316 | 8,717,677 | |||||||||||||||||||