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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): November 10, 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:

 

 

 

Title of Each Class

 

 

Trading Symbol

 

Name of Each Exchange

on which Registered

 

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.

[ ]

1 
 

Section 2 – Financial Information

 

Item 2.02. Results of Operations and Financial 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 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 November 10, 2021 

 

_________________________

* Furnished herewith

 

 

2 
 

 

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 S. Bertcher
    Executive Vice President and
    Chief Financial Officer

 

3 
 

Exhibit "99.1"

 

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 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.

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.

Income Opportunity Realty Investors, Inc.

Investor Relations

Gene Bertcher, (800) 400-6407

Investor.relations@incomeopp-realty.com

 

4 
 

INCOME OPPORTUNITY REALTY INVESTORS, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS 

 

                                 
    For the Three Months Ended
September 30, 		    For the Nine Months Ended
September 30, 		 
    2021     2020     2021     2020  
    (dollars in thousands,
except per share amounts) 		    (dollars in thousands,
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  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

INCOME OPPORTUNITY REALTY INVESTORS, INC. 

CONSOLIDATED BALANCE SHEETS

(Unaudited) 

 

    September 30,   December 31,
    2021   2020
    (Unaudited)   (Audited)
    (dollars in thousands, except par value amount)
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  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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