SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1999
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Commission File Number 1-14784
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 75-2615944
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, Texas, 75231
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(Address of Principal Executive Offices) (Zip Code)
(214) 692-4700
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(Registrant's Telephone Number,
Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No ___.
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Common Stock, $.01 par value 1,526,819
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(Class) (Outstanding at April 30, 1999)
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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The accompanying Consolidated Financial Statements have not been audited by
independent certified public accountants, but in the opinion of the management
of Income Opportunity Realty Investors, Inc. (the "Company"), all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the Company's consolidated financial position, consolidated results of
operations and consolidated cash flows at the dates and for the periods
indicated, have been included.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1999 1998
----------------- ----------------
(dollars in thousands,
except per share)
Assets
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Real estate held for investment, net of
accumulated depreciation ($8,021 in 1999 and
$7,379 in 1997)............................................................ $ 83,914 $ 83,691
Investment in partnerships......................................................... 1,442 1,483
Cash and cash equivalents.......................................................... 205 103
Other assets (including $126 in 1999 and $475 in
1998 from affiliates)...................................................... 2,525 3,418
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$ 88,086 $ 88,695
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Liabilities and Stockholders' Equity
------------------------------------
Liabilities
Notes and interest payable......................................................... $ 60,536 $ 60,786
Other liabilities (including $1,669 in 1999 and
$1,194 in 1998 to affiliates).............................................. 4,436 4,349
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64,972 65,135
Commitments and contingencies
Stockholders' equity
Common Stock, $.01 par value;
authorized, 10,000,000 shares; issued and
outstanding, 1,526,043 shares in 1999 and
1998....................................................................... 15 15
Paid-in capital.................................................................... 64,857 64,857
Accumulated distributions in excess of accumulated
earnings................................................................... (41,758) (41,312)
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23,114 23,560
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$ 88,086 $ 88,695
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The accompanying notes are an integral part of these Consolidated Financial
Statements.
2
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months
Ended March 31,
-------------------------
1999 1998
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(dollars in thousands,
except per share)
INCOME
Rents............................................ $ 3,728 $ 3,590
Interest......................................... 7 63
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3,735 3,653
EXPENSES
Property operations.............................. 1,672 1,461
Interest......................................... 1,371 1,406
Depreciation..................................... 643 504
Advisory fee to affiliate........................ 166 168
General and administrative....................... 156 216
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4,008 3,755
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(Loss) from operations.............................. (273) (102)
Equity in income of partnerships.................... 52 13
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Net (loss).......................................... $ (221) $ (89)
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Earnings Per Share
Net (loss)........................................ $ (.14) $ (.06)
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Weighted average Common shares used in computing
earnings per share................................ 1,526,043 1,519,888
========== ============
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 1999
Accumulated
Distributions
in Excess of
Common Stock Paid-In Accumulated Stockholders'
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Shares Amount Capital Earnings Equity
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(dollars in thousands, except per share)
Balance, January 1, 1999........... 1,526,043 $ 15 $ 64,857 $ (41,312) $ 23,560
Dividends ($.15 per share)......... - - - (225) (225)
Net (loss)......................... - - - (221) (221)
------------ -------- ---------- ------------- ------------
Balance, March 31, 1999............ 1,526,043 $ 15 $ 64,857 $ (41,758) $ 23,114
============ ======== ========== ============ ============
The accompanying notes are an integral part of these Consolidated Financial
Statements.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months
Ended March 31,
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1999 1998
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(dollars in thousands)
Cash Flows from Operating Activities
Rents collected........................................................... $ 3,862 $ 3,706
Interest collected........................................................ 7 60
Interest paid............................................................. (1,330) (1,322)
Payments for property operations.......................................... (2,079) (1,762)
Advisory fee refunded by affiliate........................................ 167 24
General and administrative expenses paid.................................. (170) (498)
Distributions from equity partnership's operating
cash flow............................................................... 93 -
Other..................................................................... 431 (108)
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Net cash provided by operating activities.............................. 981 100
Cash Flows from Investing Activities
Real estate improvements.................................................. (866) (957)
Funding of equity partnerships............................................ (1) (1)
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Net cash (used in) investing activities................................ (867) (958)
Cash Flows from Financing Activities
Payments on notes payable................................................. (236) (235)
Deferred financing costs.................................................. (37) -
Dividends to stockholders................................................. (225) (222)
Advances from advisor..................................................... 486 328
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Net cash (used in) financing activities................................ (12) (129)
Net increase (decrease) in cash and cash
equivalents............................................................... 102 (987)
Cash and cash equivalents, beginning of period............................... 103 1,145
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Cash and cash equivalents, end of period..................................... $ 205 $ 158
============ ============
Reconciliation of net (loss) to net cash
provided by operating activities
Net (loss)................................................................... $ (221) $ (89)
Adjustments to reconcile net (loss) to net
cash provided by operating activities
Depreciation and amortization............................................. 698 534
Equity in (income) of partnerships........................................ (52) (13)
Distributions from equity partnership's operating
cash flow.............................................................. 93 -
Decrease in other assets.................................................. 875 303
Increase (decrease) in interest payable................................... (14) 51
(Decrease) in other liabilities........................................... (398) (686)
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Net cash provided by operating activities.............................. $ 981 $ 100
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The accompanying notes are an integral part of these Consolidated Financial
Statements.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
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The accompanying Consolidated Financial Statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and notes required
by generally accepted accounting principles for complete financial statements.
Operating results for the three month period ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. For further information, refer to the Consolidated Financial
Statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998 (the "1998 Form 10-K").
Certain balances for 1998 have been reclassified to conform to the 1999
presentation.
NOTE 2. INVESTMENT IN EQUITY METHOD REAL ESTATE ENTITIES
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The Company owns a 36.3% general partner interest in Tri-City Limited
Partnership ("Tri-City"), which owns three commercial properties in Texas.
NOTE 3. NOTES AND INTEREST PAYABLE
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In January 1999, the mortgage debt in the amount of $2.5 million secured by the
Akard Plaza Office Building in Dallas, Texas, matured. In February 1999, the
lender agreed to extend the maturity date to June 1999. All other terms remained
unchanged.
NOTE 4. COMMITMENTS AND CONTINGENCIES
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The Company is involved in various lawsuits arising in the ordinary course of
business. Management is of the opinion that the outcome of these lawsuits will
have no material impact on the Company's financial condition, results of
operations or liquidity.
NOTE 5. OPERATING SEGMENTS
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Significant differences among the accounting policies of the Company's operating
segments as compared to the Company's consolidated financial statements
principally involve the calculation and allocation of administrative expenses.
Management evaluates the performance of its operating segments and allocates
resources to each of them based on their net operating income and cash flow. The
Company based reconciliation of expenses that are not reflected in the segments
is $156,000 of administrative expenses in the three months ended March 31, 1999
and $216,000 in 1998. There are no intersegment revenues and expenses and the
Company conducts all of its business in the United States.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 5. OPERATING SEGMENTS (Continued)
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Presented below are the Company's reportable operating segments, their operating
income for the three months ended March 31, and segments assets at March 31.
Commercial
1999 Properties Apartments Total
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Rents......................................... $ 2,422 $ 1,306 $ 3,728
Property operating expenses................... 1,064 608 1,672
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Net operating income.......................... $ 1,358 $ 698 $ 2,056
================== ================== =========
Depreciation.................................. $ 490 $ 153 $ 643
Interest...................................... 928 443 1,371
Real estate improvements...................... 866 - 866
Segment assets................................ 59,169 24,745 83,914
1998
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Rents......................................... $ 2,301 $ 1,289 $ 3,590
Property operating expenses................... 852 609 1,461
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Net operating income.......................... $ 1,449 $ 680 $ 2,129
================== ================== =========
Depreciation.................................. $ 356 $ 148 $ 504
Interest...................................... 943 463 1,406
Real estate improvements...................... 929 28 957
Segment assets................................ 57,033 25,334 82,367
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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Introduction
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The Company invests in equity interests in real estate through direct equity
ownership and partnerships and has invested in mortgage loans on real estate.
The Company is the successor to a California business trust organized on
December 14, 1984 which commenced operations on April 10, 1985.
Liquidity and Capital Resources
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Cash and cash equivalents at March 31, 1999, were $205,000, compared with
$103,000 at December 31, 1998. The Company's principal sources of cash have
been, and will continue to be property operations, proceeds from property sales,
financings and refinancings, partnership distributions and, to the extent
necessary, advances from its advisor.
The Company's cash flow from property operations (rents collected less payments
for expenses applicable to rental income) decreased to $1.8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (Continued)
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Liquidity and Capital Resources (Continued)
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million in the first three months of 1999 from $1.9 million in 1998. This
decrease was mainly due to an increase in property tax payments and repair and
maintenance expenses at the Company's commercial properties.
Interest collected decreased to $7,000 for the three months ended March 31, 1999
from $60,000 in 1998. The decrease is due to the collection of the Company's
last remaining mortgage note receivable in August 1998.
General and administrative expenses paid decreased to $170,000 for the three
months ended March 31, 1999 from $498,000 in 1998. This decrease is due to a
decrease in legal fees relating to the Olive litigation and a decrease in fees
paid related to potential property purchases.
Distributions from a equity partnership were $93,000 for the three months ended
March 31, 1999. No such distributions were received in 1998.
Other cash from operating activities increased to $431,000 for the three months
ended March 31, 1999 from a negative $108,000 in 1998. The increase is due to a
decrease in prepaid expenses and property fundings.
Under its advisory agreement, all or a portion of the annual advisory fee must
be refunded by the advisor if the operating expenses of the Company exceed
certain limits specified in the advisory agreement. The Company received a
refund of $337,000 of its 1998 advisory fee in March 1999 as compared to
$202,000 of its 1997 advisory fee in March 1998.
In the first quarter of 1999, the Company paid dividends of $.15 per share or a
total of $225,000. No shares of Common Stock were sold through the dividend
reinvestment program.
Management reviews the carrying values of the Company's properties at least
annually and whenever events or a change in circumstances indicate that
impairment may exist. Impairment is considered to exist if, in the case of a
property, the future cash flow from the property (undiscounted and without
interest) is less than the carrying amount of the property. If impairment is
found to exist, a provision for loss is recorded by a charge against earnings.
The property review generally includes selective property inspections,
discussions with the manager of the property and visits to selected properties
in the area and a review of the following: (1) the property's current rents
compared to market rents; (2) the property's expenses; (3) the property's
maintenance requirements; and (4) the property's cash flows.
Results of Operations
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For the three months ended March 31, 1999, the Company had a net loss of
$221,000 as compared with a net loss of $89,000 for the three months ended March
31, 1998. Fluctuations in components of revenue and expense between the 1998 and
1999 periods are discussed below.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (Continued)
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Results of Operations (Continued)
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Rents in the three months ended March 31, 1999, increased to $3.7 million from
$3.6 million in 1998. The increase in rents was mainly due to an increase in
rental rates and a decrease in bad debts at the Company's commercial properties
and the initial leasing of an office building construction of which was
completed in September 1998. Rents for the remainder of 1999 are expected to
increase as the occupancy rate at the Company's commercial properties is
expected to increase.
Property operations expense in the three months ended March 31, 1999, increased
to $1.7 million from $1.5 million in 1998. The increase was due to an increase
in property tax and repair and maintenance expenses at the Company's commercial
properties.
Interest income decreased to $7,000 in the three months ended March 31, 1999
from $63,000 in 1998. The decrease was due to the collection of the Company's
last remaining mortgage note receivable in August 1998. Interest income for the
remainder of 1999 is expected to be insignificant.
Interest expense was constant at $1.4 million in the three months ended March
31, 1999 and as compared to 1998. Interest expense for the remaining quarters of
1999 is expected to approximate that of the first quarter, unless the Company
should acquire additional properties.
Depreciation increased to $643,000 in the three months ended March 31, 1999 from
$504,000 in 1998. The increase was due to increased depreciation of capital and
tenant improvements at the Company's commercial properties. Depreciation is
expected to remain constant, unless the Company should acquire additional
properties.
Advisory fee of $166,000 in the three months ended March 31, 1999 was comparable
to the $168,000 in 1998. The Company's gross assets are the basis for such fee.
Advisory fee expense is expected to remain constant, unless the Company should
acquire additional properties.
General and administrative expense decreased to $156,000 in the three months
ended March 31, 1999 from $216,000 in 1998. The decrease was mainly due to a
decrease in legal fees related to the Olive litigation and professional fees
relating to potential property purchases. General and administrative expense for
the remaining quarters of 1999 is expected to approximate that of the first
quarter of 1999.
Tax Matters
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As more fully discussed in the Company's 1998 Form 10-K, the Company has elected
and, in management's opinion, qualified, to be taxed as a real estate investment
trust ("REIT"), as defined under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended, (the "Code"). To continue to qualify for
federal taxation as a REIT under the Code, the
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS (Continued)
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Tax Matters (Continued)
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Company is required to hold at least 75% of the value of its total assets in
real estate assets, government securities, cash and cash equivalents at the
close of each quarter of each taxable year. The Code also requires a REIT to
distribute at least 95% of its REIT taxable income plus 95% of its net income
from foreclosure property, all as defined in Section 857 of the Code, on an
annual basis to shareholders.
Inflation
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The effects of inflation on the Company's operations are not quantifiable.
Revenues from apartment operations tend to fluctuate proportionately with
inflationary increases and decreases in housing costs. Fluctuations in the rate
of inflation also affect the sales value of properties and the ultimate gain to
be realized from property sales. To the extent that inflation affects interest
rates, earnings from short-term investments and the cost of new financings as
well as the cost of variable interest rate debt will be affected.
Environmental Matters
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Under various federal, state and local environmental laws, ordinances and
regulations, the Company may be potentially liable for removal or remediation
costs, as well as certain other potential costs, relating to hazardous or toxic
substances (including governmental fines and injuries to persons and property)
where property-level managers have arranged for the removal, disposal or
treatment of hazardous or toxic substances. In addition, certain environmental
laws impose liability for release of asbestos-containing materials into the air,
and third parties may seek recovery for personal injury associated with such
materials.
Management is not aware of any environmental liability relating to the above
matters that would have a material adverse effect on the Company's business,
assets or results of operations.
Year 2000
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Basic Capital Management, Inc. ("BCM"), the Company's advisor, has informed
management that its computer hardware operating system and computer software
have been certified as year 2000 compliant.
Further, Carmel Realty Services, Ltd. ("Carmel, Ltd."), an affiliate of BCM,
that performs property management services for the Company's properties, has
informed management that effective January 1, 1999 it began using year 2000
compliant computer hardware and property management software for the Company's
commercial properties. With regard to the Company's apartments, Carmel, Ltd. has
informed management that its subcontractors are also using year 2000 compliant
computer hardware and property management software.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS (Continued)
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Year 2000 (Continued)
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The Company has not incurred, nor does it expect to incur, any costs related to
its computer hardware and accounting and property management software being
modified, upgraded or replaced to make them year 2000 compliant. Such costs have
been or will be borne by either BCM, Carmel, Ltd. or the property management
subcontractors of Carmel, Ltd.
Management has completed its evaluation of the Company's computer controlled
building systems, such as security, elevators, heating and cooling, etc., to
determine what systems are not year 2000 compliant. Management believes that
necessary modifications to such systems are insignificant and do not require
significant expenditures to make the affected systems year 2000 compliant, as
enhanced operating systems are readily available.
The Company has or will have in place the year 2000 compliant systems that will
allow it to operate. The risks the Company faces are that certain of its vendors
will not be able to supply goods or services and that financial institutions and
taxing authorities will not be able to accurately apply payments made to them.
Management believes that other vendors are readily available and that financial
institutions and taxing authorities will, if necessary, apply monies received
manually. The likelihood of the above having a significant impact on the
Company's operations is negligible.
______________________________________
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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Olive Litigation. In February 1990, the Company, together with Continental
Mortgage and Equity Trust ("CMET"), National Income Realty Trust and
Transcontinental Realty Investors, Inc. ("TCI"), three real estate entities
with, at the time, the same officers, directors or trustees and advisor as the
Company, entered into a settlement (the "Settlement") of a class and derivative
action entitled Olive et al. v. National Income Realty Trust et al. relating to
the operation and management of each of the entities (the "Olive Litigation").
On April 23, 1990, the Court granted final approval of the terms of the
Settlement.
On January 27, 1997, the parties entered into an Amendment to the Settlement
effective January 9, 1997 (the "Olive Amendment"), which was submitted to the
Court for approval on January 29, 1997. The Olive Amendment provided for the
settlement of additional matters raised by plaintiffs' counsel in 1996. The
Court issued an order approving the Olive Amendment on July 3, 1997.
11
ITEM 1. LEGAL PROCEEDINGS (Continued)
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The Olive Amendment provided for the addition of four new unaffiliated members
to the Company's Board of Directors and set forth new requirements for the
approval of any transactions with certain affiliates until April 28, 1999. In
addition, the Company, CMET, TCI and their stockholders released the defendants
from any claims relating to the plaintiffs' allegations.
Under the Olive Amendment, all shares of the Company owned by any affiliates
were required to be voted at all stockholder meetings of the Company held until
April 28, 1999 in favor of all new Board members added under the Olive
Amendment. The Olive Amendment also required that, until April 28, 1999, all
shares of the Company owned by any affiliates in excess of forty percent (40%)
of the Company's outstanding shares were to be voted in proportion to the votes
cast by all non-affiliated stockholders of the Company.
The provisions of the Settlement and the Olive Amendment terminated on April 28,
1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits:
Exhibit
Number Description
- ------ -----------------------------------------------------------------
27.0 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K as follows:
None.
12
SIGNATURE PAGE
Pursuant to the requirements 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.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
Date: May 13, 1999 By: /s/ Randall M. Paulson
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Randall M. Paulson
President
Date: May 13, 1999 By: /s/ Thomas A. Holland
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Thomas A. Holland
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
INCOME OPPORTUNITY REALTY INVESTORS, INC.
EXHIBITS TO
QUARTERLY REPORT ON FORM 10-Q
For the Three Months Ended March 31, 1999
Exhibit Page
Number Description Number
- ------ ------------------------------------------------------- ------
27.0 Financial Data Schedule. 15
14