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
Date of Report (Date of earliest event reported): May 17, 2021
INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada |
001-14784 |
75-2615944 | |
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | |
|
1603 LBJ Freeway, Suite 800 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 Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol |
Name of Each Exchange on which Registered |
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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 and Financial Condition
On May 17, 2021, Income Opportunity Realty Investors, Inc. (“IOR” or the “Company”) announced its operational results for the quarter ended March 31, 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
99.1* Press release dated May 17, 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: May 17, 2021 | |||
| INCOME OPPORTUNITY REALTY INVESTORS, INC. | |||
| By: | /s/ Gene S. Bertcher | ||
| Gene S. Bertcher | |||
| Executive Vice President and | |||
| Chief Financial Officer |
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|
NEWS RELEASE
FOR IMMEDIATE RELEASE |
Contact:
Income Opportunity Realty Investors, Inc. Investor Relations Gene Bertcher (800) 400-6407 investor.relations@incomeopp-realty.com |
Income Opportunity Realty Investors, Inc. Reports First Quarter 2021 Results
DALLAS (May 17, 2021) - Income Opportunity Realty Investors, Inc. (NYSE MKT: IOR), a Dallas-based real estate investment company, today reported results of operations for the first quarter ended March 31, 2021.
For the three months ended March 31, 2021, the Company reported net income of $1,352,000 or $0.32 per share, as compared to net income of $841,000 or $0.20 per 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 $188 thousand for the three months ended March 31, 2021. This represents an increase of $49 thousand, comapred to general and administrative expenses of $139 thousand for the three months ended March 31, 2020. This increase was primarily due to an increase in various operating expenses.
Advisory fees were $197 thousand for three months ended March 31, 2021 compared to $189 thousand for the same period in 2020 for an increase of $8 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 $139 thousand for the three months ended March 31, 2021. This represents an increase of $53 thousand, compared to the net income fee of $86 thousand for the three months ended March 31, 2020. The net income fee paid to our Advisor is calculated at 7.5% of net income.
Other income (expense)
Interest income decreased to $1.2 million for the three months ended March 31, 2021 compared to $1.5 million for the same period in 2020. The decrease of $300 thousand was primarily due to a decrease in the prime interest rate used to calculate interest on the receivable amount owed from our Advisor and other related parties.
Other income was $1 million for the three months ended March 31, 2021 due to the collection of a note previously written off.
Income tax expense was $1.1 million for both 2020 and 2019.
About Income 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.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (Unaudited) | (Audited) | |||||||
| (dollars in thousands, except par value amount) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | — | $ | 12 | ||||
| Receivable and accrued interest from related parties | 94,307 | 90,526 | ||||||
| Total current assets | 94,307 | 90,538 | ||||||
| Non current assets | ||||||||
| Notes and interest receivable from related parties | 11,503 | 13,930 | ||||||
| Total non current assets | 11,503 | 13,930 | ||||||
| Total Assets | $ | 105,810 | $ | 104,468 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Liabilities: | ||||||||
| Accounts payable and other liabilities | $ | 2 | $ | 12 | ||||
| Total liabilities | 2 | 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 | 43,850 | 42,498 | ||||||
| Total shareholders' equity | 105,808 | 104,456 | ||||||
| Total liabilities and shareholders' equity | $ | 105,810 | $ | 104,468 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| (dollars in thousands, except per share amounts) | ||||||||
| Revenues: | ||||||||
| Revenue from operations | $ | — | $ | — | ||||
| Expenses: | ||||||||
| General and administrative (including $107 and $72 for the three months ended 2021 and 2020, respectively, to related parties) | 188 | 139 | ||||||
| Net income fee to related party | 139 | 86 | ||||||
| Advisory fee to related party | 197 | 189 | ||||||
| Total operating expenses | 524 | 414 | ||||||
| Net operating loss | (524 | ) | (414 | ) | ||||
| Other income (expenses): | ||||||||
| Interest income from related parties | 1,218 | 1,479 | ||||||
| Other income | 1,017 | — | ||||||
| Total other income | 2,235 | 1,479 | ||||||
| Income before taxes | 1,711 | 1,065 | ||||||
| Income tax expense | 359 | 224 | ||||||
| Net income | $ | 1,352 | $ | 841 | ||||
| Earnings per share - basic and diluted | ||||||||
| Net income | $ | 0.32 | $ | 0.20 | ||||
| Weighted average common shares used in computing earnings per share | 4,168,414 | 4,168,414 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.