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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 SEPTEMBER 30, 1996
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Commission File Number 1-9525
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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 1,519,466
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(Class) (Outstanding at November 1, 1996)
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying Consolidated Financial Statements have not been examined 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
September 30, December 31,
1996 1995
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Assets (dollars in thousands)
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Notes and interest receivable
Performing....................................... $ 1,995 $ 1,986
Foreclosed real estate held for sale, net of
accumulated depreciation ($20 in 1996 and 1995).. 914 966
Less - allowance for estimated losses.............. - (121)
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914 845
Real estate held for investment, net of
accumulated depreciation ($6,879 in 1996 and
$6,087 in 1995).................................. 46,352 39,480
Investment in partnerships......................... 2,351 2,472
Cash and cash equivalents.......................... 4,725 2,988
Other assets (including $76 in 1996 and $90 in
1995 from affiliates)............................ 3,185 1,398
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$ 59,522 $ 49,169
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Liabilities and Stockholders' Equity
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Liabilities
Notes and interest payable......................... $ 34,472 $ 22,682
Other liabilities (including $12 in 1996 and $243
in 1995 to affiliates)........................... 2,538 2,296
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37,010 24,978
Commitments and contingencies
Stockholders' equity
Common Stock, $.01 par value;
authorized, 10,000,000 shares; issued and
outstanding, 1,519,888 shares in 1996 and
1,582,888 shares in 1995......................... 15 3,347
Paid-in capital.................................... 64,804 62,093
Accumulated distributions in excess of accumulated
earnings......................................... (42,307) (41,249)
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22,512 24,191
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$ 59,522 $ 49,169
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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.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
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1996 1995 1996 1995
---- ---- ---- ----
(dollars in thousands, except per share)
REVENUE
Rents....................... $ 2,090 $ 1,992 $ 6,149 $ 5,692
Interest.................... 83 57 248 170
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2,173 2,049 6,397 5,862
EXPENSES
Property operations......... 1,052 1,152 3,198 3,155
Equity in (income) loss of
partnerships......... 1 54 (29) 698
Interest.................... 652 463 1,803 1,399
Depreciation................ 265 263 792 784
Advisory fee to affiliate... 105 88 302 271
General and administrative.. 310 168 918 566
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2,385 2,188 6,984 6,873
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Net (loss)....................... $ (212) $ (139) $ (587) $ (1,011)
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Earnings Per Share
Net (loss).................. $ (.14) $ (.09) $ (.38) $ (.64)
============== ============= ============= =============
Shares of beneficial
interest used in computing
earnings per share.......... 1,519,888 1,582,888 1,533,406 1,582,888
============== ============= ============= =============
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 Nine Months Ended September 30, 1996
Accumulated
Distributions
Common Stock in Excess of
-------------------------- Paid-In Accumulated Stockholders'
Shares Amount Capital Earnings Equity
------ ------ ------- ------------- ---------------
(dollars in thousands)
Balance, January 1,
1996................... 1,582,888 $ 3,347 $ 62,093 $ (41,249) $ 24,191
Change in par value......... - (3,332) 3,332 - -
Repurchase of Common
Stock.................. (63,000) - (621) - (621)
Dividends ($.30 per share) - - - (471) (471)
Net (loss).................. - - - (587) (587)
--------- ---------- ------------ ----------- -----------
Balance, September 30,
1996................... 1,519,888 $ 15 $ 64,804 $ (42,307) $ 22,512
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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.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months
Ended September 30,
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1996 1995
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(dollars in thousands)
Cash Flows from Operating Activities
Rents collected.................................. $ 6,148 $ 5,667
Interest collected............................... 239 162
Interest paid.................................... (1,632) (1,337)
Payments for property operations................. (2,794) (2,737)
Advisory fee paid to affiliate................... (267) (272)
General and administrative expenses paid......... (901) (665)
Distributions from equity partnerships' operating
cash flow..................................... 163 184
Other............................................ (1,675) (463)
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Net cash provided by (used in) operating
activities................................. (719) 539
Cash Flows from Investing Activities
Funding of equity partnerships................... (12) (21)
Real estate improvements......................... (223) (152)
Acquisition of real estate....................... (7,510) -
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Net cash (used in) investing activities....... (7,745) (173)
Cash Flows from Financing Activities
Distributions from equity partnerships' financing
cash flow..................................... - 486
Payments on notes payable........................ (315) (431)
Proceeds from note payable.................... 12,011 -
Deferred borrowing costs......................... (402) -
Repurchase of Common Stock....................... (621) -
Distributions to stockholders.................... (471) (356)
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Net cash provided by (used in) financing
activities................................. 10,202 (301)
Net increase in cash and cash equivalents........... 1,738 65
Cash and cash equivalents, beginning of period......
2,987 232
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Cash and cash equivalents, end of period............ $ 4,725 $ 297
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Reconciliation of net (loss) to net cash provided
by (used in) operating activities
Net (loss).......................................... $ (587) $ (1,011)
Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities
Depreciation and amortization.................... 860 840
Equity in loss (income) of partnerships.......... (29) 698
Distributions from operating cash flow of equity
partnerships.................................. 163 184
(Increase) in other assets....................... (1,456) (548)
Increase (decrease) in interest payable.......... 94 (3)
Increase in other liabilities.................... 236 379
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Net cash provided by (used in) operating
activities................................. $ (719) $ 539
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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
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 nine month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1996. 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, 1995 (the "1995 Form
10-K").
At a special meeting of shareholders held on March 15, 1996, shareholders
approved a proposal to convert the Company, then a California business trust
with a finite life, into a Nevada corporation with a perpetual life. The
conversion was effective March 15, 1996.
Certain balances for 1995 have been reclassified to conform to the 1996
presentation. Shares and per share data have been restated for the two for one
forward Common Stock split effected June 14, 1996.
NOTE 2. REAL ESTATE AND DEPRECIATION
In September 1996, the Company purchased the Daley Plaza Corporate Center, a
three building, 122,795 square foot office facility in San Diego, California
for $7.1 million, consisting of $3.6 million in cash and seller provided
mortgage financing of $3.5 million. The mortgage bears interest at 6% per
annum, compounded monthly. Principal and accrued interest are due on September
25, 1997, the mortgage's maturity date. The Company paid a real estate
brokerage commission of $212,000 to Carmel Realty, Inc., an affiliate of the
Company's advisor, and an acquisition fee of $71,000 to Basic Capital
Management, Inc. ("BCM"), the Company's advisor, based on the $7.1 million
purchase price.
NOTE 3. NOTES AND INTEREST PAYABLE
In March 1996, the Company obtained mortgage financing of $7.3 million secured
by the previously unencumbered Saratoga Office Building in Saratoga,
California. The Company received net cash of $6.6 million after funding
required tax and insurance escrows and the payment of various closing costs
associated with the financing. The mortgage bears interest at 9.0% per annum,
requires monthly payments of principal and interest of $61,261 and matures
April 1, 2006. The Company paid a mortgage brokerage and equity refinancing
fee of $73,000 to BCM based on the $7.3 million financing.
In September 1996, the Company obtained mortgage financing of $1.2 million
secured by the previously unencumbered Town Center Plaza Office
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. NOTES AND INTEREST PAYABLE (Continued)
Building in Boca Raton, Florida. The Company received net cash of $1.0 million
after funding required tax and insurance escrows and the payment of various
closing costs associated with the financing. The mortgage bears interest at
9.16% per annum, requires monthly payments of principal and interest of $10,296
and matures on October 1, 2006. The Company paid a mortgage brokerage and
equity refinancing fee of $12,000 to BCM based on the $1.2 million financing.
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company is involved in various lawsuits arising in the ordinary course of
business. The Company's 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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
Income Opportunity Realty Investors, Inc. (the "Company") invests in equity
interests in real estate through acquisitions, leases and partnerships, and has
invested in mortgage loans on real estate, including first, wraparound, and
junior mortgage loans. 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
Cash and cash equivalents at September 30, 1996 aggregated $4.7 million,
compared with $3.0 million at December 31, 1995. The Company's principal
sources of cash have been and will continue to be property operations, proceeds
from property sales, financings and refinancings, collection of interest on its
mortgage note receivable and, to a lesser extent, distributions from
partnerships. The Company's business plan provides for the Company's use of
approximately $4.0 million of its available cash for property acquisitions
during the remainder of 1996. At September 30, 1996, the Company had firm
earnest money deposits on the purchase of two office buildings. The Company
anticipates that after closing such acquisitions, it will have sufficient cash
to meet its various cash requirements including the payment of distributions,
debt service obligations and property maintenance and improvements.
In March 1996, the Company received net cash of $6.6 million from the financing
of its previously unencumbered Saratoga Office Building in Saratoga,
California. See NOTE 3. "NOTES AND INTEREST PAYABLE."
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
In September 1996, the Company purchased the Daley Plaza Corporate Center, a
three building, 122,795 square foot office facility in San Diego, California
for $7.1 million, consisting of $3.6 million in cash and new mortgage financing
of $3.5 million. See NOTE 2. "REAL ESTATE AND DEPRECIATION."
In September 1996, the Company received net cash of $1.0 million from the
financing of the previously unencumbered Town Center Plaza Office Building in
Boca Raton, Florida. See NOTE 3. "NOTES AND INTEREST PAYABLE."
In the first nine months of 1996, the Company paid quarterly dividends
aggregating $.30 per share or a total of $471,000.
Through October 31, 1996, the Company had repurchased 198,904 shares of its
Common Stock at a total cost of $1.8 million pursuant to a repurchase program
commenced in December 1989. 63,000 of such shares were repurchased in 1996 at
a total cost of $621,000. The Company's Board of Directors has authorized the
Company's repurchase of a total of 200,000 shares under such repurchase
program, of which 1,096 shares remain to be repurchased.
On a quarterly basis, the Company's management reviews the carrying value of
the Company's mortgage note receivable and properties held for sale and
periodically, but no less than annually, its properties held for investment.
Generally accepted accounting principles require that the carrying value of
such assets cannot exceed the lower of their respective carrying amounts or
estimated net realizable value. In the initial instance when the estimated net
realizable value of a mortgage note receivable or a property held for sale is
less than the carrying amount at the time of evaluation, a reserve is
established and a corresponding provision for loss is recorded by a charge
against earnings. A subsequent revision to estimated net realizable value
either increases or decreases such reserve with a corresponding charge against
or credit to earnings. In the case of properties held for investment the
carrying value of the property is written down and a provision for loss is
recorded. The estimate of net realizable value of the Company's mortgage note
receivable is based on management's review and evaluation of the collateral
property securing the mortgage note. The property review generally includes
selective property inspections, a review of the property's current rents
compared to market rents, a review of the property's expenses, a review of
maintenance requirements, discussions with the manager of the property and a
review of the surrounding area. See "Recent Accounting Pronouncement," below.
Results of Operations
For the nine months ended September 30, 1996, the Company had a net loss of
$587,000, as compared with a net loss of $1.0 million in the corresponding
period in 1995. For the three months ended September 30, 1996, the Company had
a net loss of $212,000 as compared with a net loss
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations
of $139,000 in the corresponding quarter in 1995. The primary factors
contributing to the Company's net loss are discussed in the following
paragraphs.
Rents in the three and nine months ended September 30, 1996 were $2.1 million
and $6.1 million, as compared to $2.0 million and $5.7 million in the
corresponding periods in 1995. Of the nine month increase $192,000 is due to
the Company's obtaining, through foreclosure, in March 1996, the Spanish Trace
Apartments in Irving, Texas and $176,000 is due to increased occupancy at one
of the Company's commercial properties and one of the Company's apartment
complexes.
Property operations expense in the three and nine months ended September 30,
1996 at $1.1 million and $3.2 million, was comparable to 1995's $1.2 million
and $3.2 million.
Interest income increased from $57,000 and $170,000 in the three and nine
months ended September 30, 1995 to $83,000 and $248,000 in the three and nine
months ended September 30, 1996. The increase in the three and nine months is
due to interest earned on the short term investment of the Company's available
cash.
Equity in income of partnerships improved to a loss of $1,000 and income of
$29,000 in the three and nine months ended September 30, 1996 as compared to a
loss of $54,000 and $698,000 in the corresponding periods in 1995. The nine
months 1995 equity in loss of partnerships is primarily due to the write down
of a wraparound mortgage note receivable to the balance of the underlying
mortgage payable by the Nakash Income Associates, a partnership in which the
Company has a 40% general partner interest.
Interest expense increased from $463,000 and $1.4 million in the three and nine
months ended September 30, 1995 to $652,000 and $1.8 million in the three and
nine months ended September 30, 1996. These increases are primarily
attributable to the Company having financed for $7.3 million the previously
unencumbered Saratoga Office Building and for $1.2 million the previously
unencumbered Town Center Plaza Office Buildings in March and September 1996,
respectively, and financing of $3.5 million obtained in connection with the
Company's purchase of the Daley Plaza Corporate Center. See NOTE 2. 'REAL
ESTATE AND DEPRECIATION" and NOTE 3. "NOTES AND INTEREST PAYABLE."
Depreciation expense and advisory fee expense for the three and nine months
ended September 30, 1996 approximated that of the corresponding periods in
1995. Depreciation and advisory fee expense are expected to increase as the
Company acquires additional properties over the remainder of 1996.
General and administrative expense increased to $310,000 and $918,000 in the
three and nine months ended September 30, 1996 from $168,000 and $566,000 in
the corresponding periods in 1995. These increases are due
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
to an increase in legal fees and other professional fees related to the
Company's conversion from a business trust to a corporation and also due to
legal fees related to ongoing litigation proceedings. See NOTE 1. "BASIS OF
PRESENTATION."
Tax Matters
As more fully discussed in the Company's 1995 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 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
The effects of inflation on the Company's operations are not quantifiable.
Revenues from property operations generally fluctuate proportionately with
inflationary increases and decreases in housing costs. Fluctuations in the rate
of inflation also affect the sales value of properties and, correspondingly,
the ultimate realizable value of the Company's real estate and notes receivable
portfolios.
Environmental Matters
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 from the Company for personal injury
associated with such materials.
The Company's 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.
Recent Accounting Pronouncement
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 121 - "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed Of."
The statement requires that long-lived assets be considered
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Recent Accounting Pronouncement (Continued)
impaired "...if the sum of the expected future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the asset." If
impairment exists, an impairment loss shall be recognized, by a charge against
earnings, equal to "...the amount by which the carrying amount of the asset
exceeds the fair value of the asset." If impairment of a long-lived asset is
recognized, the carrying amount of the asset shall be reduced by the amount of
the impairment, shall be accounted for as the asset's "new cost" and such new
cost shall be depreciated over the asset's remaining useful life.
SFAS No. 121 further requires that long-lived assets held for sale "...be
reported at the lower of carrying amount or fair value less cost to sell." If
a reduction in a held for sale asset's carrying amount to fair value less cost
to sell is required, a provision for loss shall be recognized by a charge
against earnings. Subsequent revisions, either upward or downward, to a held
for sale asset's estimated fair value less cost to sell shall be recorded as an
adjustment to the asset's carrying amount, but not in excess of the asset's
carrying amount when originally classified as held for sale. A corresponding
charge against or credit to earnings is to be recognized. Long-lived assets
held for sale are not to be depreciated. The Company adopted SFAS No. 121
effective January 1, 1996.
The effect of adopting SFAS No. 121 was the discontinuance of depreciation on
the Company's one property held for sale which would have amounted to $5,000
and $15,000 in the three and nine months ended September 30, 1996, and a
corresponding reduction in the Company's reported net loss.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Olive Litigation. In February 1990, the Company, together with Continental
Mortgage and Equity Trust, National Income Realty Trust and Transcontinental
Realty Investors, Inc., three real estate entities with, at the time, the same
officers, directors or trustees and advisor as the Company, entered into a
settlement of a class and derivative action entitled Olive et al. v. National
Income Realty Trust et al. pending before the United States District Court for
the Northern District of California and 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 a Stipulation of
Settlement.
On May 4, 1994, the parties entered into a Modification of Stipulation of
Settlement dated April 27, 1994 (the "Olive Modification") that settled
subsequent claims of breaches of the settlement that were
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ITEM 1. LEGAL PROCEEDINGS (Continued)
asserted by the plaintiffs and that modified certain provisions of the April
1990 settlement. The Olive Modification was preliminarily approved by the
court on July 1, 1994, and final court approval was entered on December 12,
1994. The effective date of the Olive Modification was January 11, 1995.
During August and September 1996, the court held evidentiary hearings to assess
compliance with the terms of the Olive Modification by the various parties. The
court has not issued any ruling or order with respect to the matters addressed
at the hearings. Separately, in 1996, legal counsel for the plaintiffs
notified the Company's Board of Directors that he intends to assert that
certain actions taken by the Board of Directors during 1994, 1995 and 1996
breached the terms of the Olive Modification. Plaintiffs' counsel has not made
a petition to the court on any of these claims.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
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27.0 Financial Data Schedule
(b) Reports on Form 8-K as follows:
A Current Report on Form 8-K, dated September 30, 1996, was filed with
respect to Item 2. "Acquisition or Disposition of Assets," and Item 7.
"Financial Statements and Exhibits," which reports the acquisition of
the Daley Plaza Corporate Center.
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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: November 12, 1996 By: /s/ Randall M. Paulson
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Randall M. Paulson
President
Date: November 12, 1996 By: /s/ Thomas A. Holland
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Thomas A. Holland
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
EXHIBITS TO
QUARTERLY REPORT ON FORM 10-Q
For the Nine Months Ended September 30, 1996
Exhibit Page
Number Description Number
- - ------- ------------------------------------------------ ------
27.0 Financial Data Schedule. 15
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