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8-K - TRANSCONTINENTAL REALTY INVESTORS - TRANSCONTINENTAL REALTY INVESTORS INCtci8k111413.htm

 
EXHIBIT 99.1
 
 
 
NEWS RELEASE
 
FOR IMMEDIATE RELEASE
Contact:
Transcontinental Realty Investors, Inc.
Gene Bertcher
Investors Relations
(800)400-6407
investor-realtions@transconrealty-invest.com
                            
 
Transcontinental Realty Investors, Inc. Reports Third Quarter 2013 Results
 
DALLAS (November 14, 2013) — Transcontinental Realty Investors, Inn (NYSE: TC1), a Dallat based real estate investment company, today rerported results of operations for the third quarter ended September 30, 2013. TCI announced today that the Company reported net loss applicable to common shares of $6.2 million or $0.74 per diluted earnings per share, as compared to a net loss applicable to common shares of $0.5 million or $0.07 per diluted earnings per share for the same period ended 2012.
 
The Company continues to fortify its portfolio and streamline its operational activity, while at the same time maintaining its commitment to creating value. As market conditions improve, we continue to pursue selective opportunities.
 
The apartment portfolio continues to be fairly robust and we are seeing encouraging signs within our commercial portfolio, as new tenant activity is improving. At the same time there is growing, though modest, indications of renewed interest in land sales.
 
Rental and other property revenues were $26.6 million for the three months ended September 30, 2013. This represents a decrease of $0.3 million, as compared to the prior period revenues of $26.9 million. Our apartment portfolio increased by $0.9 million, our commercial portfolio decrease by $1.3 million and we saw a small increase of $0.1 million in our land portfolio. Within the apartment portfolio, the increase is due primarily to increased rent revenue and stabilized mid-90's occupancy throughout the portfolio. Within our commercial portfolio, the same properties decreased by $13 million realted to some larger square-foot tenants down-sizing or moving out. Although we have had a decrease in rental revenue related to these vacancies, we have secured several new leases that are in the build-out process or have recently moved in and we expect to see our commercial portfolio revenue increase in the near future. Within the land and other portfolio, the increase is due to oil and gas royalties.
 
General and administrative expenses were $1.5 million for the three months ended September 30, 2013. This represents an increase of $0.5 million, as compared to the prior period expenses of $1.0 million. The majority of the increase is related to professional services and an increase in our cost reimbursements due to our Advisor.
 
Interest income was $2.1 million for the three months ended September 30, 2013. This represents an increase of $1.1 million, as compared to the prior period interest income of S1.0 million. This increase was due to an agreement made on January 1, 2013, where the Company extended the maturity on the surplus cash flow notes receivable from UHF for an additional term of five years in exchange for the early termination of the preferred interest rate. The original notes gave a five-year period of preferred interest rate at 5.25%, before returning to the original note rate of 12.0%.
 
Mortgage and loan interest was $8.9 million for the three months ended September 30, 2013. This represents a decrease of $1.3 million, as compared to the prior period interest expense $10.2 million. This change, by segment, is a decrease in the apartment portfolio of $0.9 million, a decrease in the commercial portfolio of $0.1 million and a decease in the other portfolio $0.3 million. Within the apartment portfolio, the majority of the decrease relates to the same apartment portfolio due to the refinances closed with long-term, low interest rates. The other portfolio decreased primarily due to the reduction of the related party obligation, resulting in less interest expense owed to the current period.
 
Litigation settlement expense was S2.7 million for the three months ended September 30, 2013. The settlernent expenses relate to guarantor settlements on various land parcels that were foreclosed upon in prior years. In order to avoid future litigation and legal expenses, we settled and are making payment plans on the agreed upon deficiencies.
 
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 US, 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.  For more information, visit the Company's website at www.transconrealty-invest.com.
 
 
 
 
 

 
 
TRANSCONTINENTAL REALTY INVESTORS, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(unaudited)
 
   
For the Three Months Ended
   
For the Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(dollars in thousands, except per share amounts)
 
Revenues:
                       
Rental and other property revenues (including $165 and $164 for the three months and $497 and
$499 for the nine months ended 2013 and 2012, respectively, from related parties)
  $ 26,616     $ 26,915     $ 78,901     $ 79,136  
                                 
Expenses:
                               
Property operating expenses  (including $196 and $225 for the three months and $602 and $735 for
the nine months ended 2013 and 2012, respectively, from related parties)
    13,198       13,343       37,535       38,254  
Depreciation and amortization
    5,275       4,965       15,525       14,871  
General and administrative  (including $721 and $547 for the three months and $2,264 and $1,796 for
the nine months ended 2013 and 2012, respectively, from related parties)
    1,545       968       4,990       4,176  
Provision on impairment of notes receivable and real estate assets
    214       -       214       -  
Advisory fee to related party
    2,168       2,198       6,377       6,719  
          Total operating expenses
    22,400       21,474       64,641       64,020  
 Net operating income
    4,216       5,441       14,260       15,116  
                                 
Other income (expenses):
                               
Interest income  (including $2,168 and $1,092 for the three months and $6,456 and $8,107 for the nine
months ended 2013 and 2012, respectively, from related parties)
    2,131       1,031       6,427       8,129  
Other income and expenses (including $0 and $1,500 for the three months and $0 and $4,500 for the
nine months ended 2013 and 2012, respectively, from related parties)
    77       1,218       257       4,529  
Mortgage and loan interest   (including $397 and $714 for the three months and $1,323 and $2,193 for
the nine months ended 2013 and 2012, respectively, from related parties)
    (8,873 )     (10,198 )     (28,110 )     (32,586 )
Deferred borrowing costs amortization
    (90 )     552       (3,468 )     (2,299 )
Loan charges and prepayment penalties
    -       (35 )     (7,208 )     (6,197 )
                                 
Loss on the sale of investments
    (275 )     -       (283 )     (118 )
Earnings (losses) from unconsolidated joint ventures and investees
    (30 )     5       (28 )     (58 )
Litigation settlement
    (2,739 )     (130 )     (2,727 )     (135 )
          Total other expenses
    (9,799 )     (7,557 )     (35,140 )     (28,735 )
Net loss before gain on land sales, non-controlling interest, and taxes
    (5,583 )     (2,116 )     (20,880 )     (13,619 )
Gain (loss) on land sales
    -       2,913       (48 )     8,074  
Net income (loss) from continuing operations before taxes
    (5,583 )     797       (20,928 )     (5,545 )
Income tax benefit (expense)
    (95 )     (356 )     8,476       1,279  
Net income (loss) from continuing operations
    (5,678 )     441       (12,452 )     (4,266 )
Discontinued operations:
                               
     Net loss from discontinued operations
    (398 )     (1,098 )     (174 )     (1,518 )
     Gain on sale of real estate from discontinued operations
    127       82       24,392       5,173  
     Income tax benefit (expense) from discontinued operations
    95       356       (8,476 )     (1,279 )
     Net income (loss) from discontinued operations
    (176 )     (660 )     15,742       2,376  
Net income (loss)
    (5,854 )     (219 )     3,290       (1,890 )
Net income attributable to non-controlling interest
    (97 )     (43 )     (323 )     (297 )
Net income (loss) attributable to Transcontinental Realty Investors, Inc.
    (5,951 )     (262 )     2,967       (2,187 )
Preferred dividend requirement
    (279 )     (277 )     (830 )     (831 )
Net income (loss) applicable to common shares
  $ (6,230 )   $ (539 )   $ 2,137     $ (3,018 )
                                 
Earnings per share - basic
                               
Net income (loss) from continuing operations
  $ (0.72 )   $ 0.01     $ (1.62 )   $ (0.64 )
Net income (loss) from discontinued operations
    (0.02 )     (0.08 )     1.87       0.28  
Net income (loss) applicable to common shares
  $ (0.74 )   $ (0.07 )   $ 0.25     $ (0.36 )
                                 
Earnings per share - diluted
                               
Net income (loss) from continuing operations
  $ (0.72 )   $ 0.01     $ (1.62 )   $ (0.64 )
Net income (loss) from discontinued operations
    (0.02 )     (0.08 )     1.87       0.28  
Net income (loss) applicable to common shares
  $ (0.74 )   $ (0.07 )   $ 0.25     $ (0.36 )
                                 
Weighted average common shares used in computing earnings per share
    8,413,469       8,413,469       8,413,469       8,413,469  
Weighted average common shares used in computing diluted earnings per share
    8,413,469       8,413,469       8,413,469       8,413,469  
                                 
                                 
Amounts attributable to Transcontinental Realty Investors, Inc.
                               
Net income (loss) from continuing operations
  $ (5,775 )   $ 398     $ (12,775 )   $ (4,563 )
Net income (loss) from discontinued operations
    (176 )     (660 )     15,742       2,376  
Net income (loss)
  $ (5,951 )   $ (262 )   $ 2,967     $ (2,187 )
 
 
 
 

 
 
TRANSCONTINENTAL REALTY INVESTORS, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(unaudited)
 
             
   
September 30,
   
December 31,
 
   
2013
   
2012
 
   
(dollars in thousands, except share and
par value amounts)
 
Assets
           
Real estate, at cost
  $ 942,013     $ 978,781  
Real estate held for sale at cost, net of depreciation ($151 for 2013 and $4,658 for 2012)
    -       18,077  
Real estate subject to sales contracts at cost, net of depreciation ($1,861 for 2013 and $16,412 for 2012)
    41,549       45,706  
Less accumulated depreciation
    (149,085 )     (145,614 )
Total real estate
    834,477       896,950  
Notes and interest receivable:
               
Performing (including $59,444 in 2013 and $58,008 in 2012 from related parties)
    62,522       60,637  
Non-performing
    685       723  
Less allowance for doubtful accounts (including $2,097 in 2013 and 2012 from related parties)
    (2,395 )     (2,262 )
Total notes and interest receivable
    60,812       59,098  
Cash and cash equivalents
    9,076       16,620  
Related party receivables
    3,856       -  
Investments in unconsolidated joint ventures and investees
    5,508       5,439  
Other assets
    57,517       67,237  
Total assets
  $ 971,246     $ 1,045,344  
                 
Liabilities and Shareholders’ Equity
               
Liabilities:
               
Notes and interest payable
  $ 712,745     $ 730,931  
Notes related to real estate held for sale
    2,466       18,915  
Notes related to real estate subject to sales contracts
    28,068       55,976  
Stock-secured notes payable
    2,195       2,221  
Related party payables
    -       10,057  
Deferred gain (from sales to related parties)
    53,096       53,096  
Accounts payable and other liabilities (including $4,783 in 2013 and $4,282 in 2012 to related parties)
    37,047       41,019  
Total liabilities
    835,617       912,215  
                 
Shareholders’ equity:
               
Preferred stock, Series C: $0.01 par value, authorized 10,000,000 shares, issued and outstanding 30,000
shares in 2013 and 2012 (liquidation preference $100 per share).  Series D: $0.01 par value, authorized,
issued and outstanding 100,000 shares in 2013 and 2012 (liquidation preference $100 per share)
    1       1  
Common stock, $0.01 par value, authorized 10,000,000 shares, issued 8,413,669 shares in 2013 and 2012
and outstanding 8,413,469 shares in 2013 and 2012
    84       84  
Treasury stock at cost, 200 shares in 2013 and 2012
    (2 )     (2 )
Paid-in capital
    271,998       272,774  
Retained earnings
    (153,592 )     (156,559 )
Total Transcontinental Realty Investors, Inc. shareholders' equity
    118,489       116,298  
Non-controlling interest
    17,140       16,831  
Total shareholders' equity
    135,629       133,129  
Total liabilities and shareholders' equity
  $ 971,246     $ 1,045,344