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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
December 30, 1997
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Date of Report (Date of Earliest Event Reported)
INCOME OPPORTUNITY REALTY INVESTORS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 1-9525 75-2615944
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(State of Incorporation) (Commission (IRS Employer
File No.) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, TX 75231
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 692-4700
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This Form 8-K/A amends a Form 8-K Current Report, dated December 30, 1997 and
filed January 9, 1998 by Income Opportunity Realty Investors, Inc. (the
"Company") and provides required financial statements that were not available
at the date of the original filing.
(a) Pro forma financial information:
Pro forma statements of operations are presented for the year ended December
31, 1996 and the nine months ended September 30, 1997. A pro forma balance
sheet as of September 30, 1997 is also presented.
A summary of the pro forma transactions follows:
On December 30, 1997, the Company purchased Akard Plaza, a 42,895 square foot
office building in Dallas, Texas, for $3.5 million approximately 5.5% of the
Company's assets at December 31, 1996. The seller of the property was Dallas
General Life Insurance Company. The Company paid $1.0 million in cash and
obtained seller financing of the remaining $2.5 million of the purchase price.
The mortgage bears interest at a 9.0% per annum, requires monthly payments of
interest only and matures in September 1998.
On December 31, 1997, the Company purchased the Fireside Thrift Building, a
56,120 square foot office building in Newark, California, for $6.0 million,
approximately 9.4% of the Company's assets at December 31, 1996. The seller of
the property was 5600 Mowry School Road Corporation. The Company paid $1.7
million in cash and assumed the existing mortgage of $4.3 million. The
mortgage bears interest at 9.4% per annum, requires monthly payments of
principal and interest of $35,843 and matures in September 2006.
In assessing each purchase of income producing property described above, the
following were among the factors considered by the Company's management,
geographic location of the property, performance of the property, new or
renovated properties in the vicinity of the property and the maintenance and
appearance of the property. Additional factors considered were the ease of
access to the property, the adequacy of related facilities, such as parking,
and the property's sensitivity to market conditions in establishing rental
rates.
In addition to the Akard Plaza and Fireside Thrift Building purchases discussed
above, the Company has purchased three office buildings, one in La Mesa,
California, in May 1997, a second in Chantilly, Virginia, in January 1997 and
the third in Westlake Village, California, in November 1997, and two apartment
complexes, one in Houston, Texas, in June 1997 and the other in Dallas, Texas,
also in June 1997. The properties were purchased for a total of $36.5 million.
The Company paid a total of $8.5 million in cash and financed the remainder of
the purchase prices. The mortgages secured by the properties bear interest at
fixed and variable rates ranging from 8.375% to 10.75% per annum and mature
between 1999 and 2007.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Continued)
In 1997, the Company also sold three apartment complexes, one in March, one in
June and one in December. In connection with these sales, the Company received
net cash totaling $8.4 million.
These pro forma statements of operations present the Company's operations as if
the purchase and sale transactions described above had occurred at the
beginning of each of the periods presented. The Company's management is not
aware of any material factors relating to the purchased properties that would
cause the reported financial information not be necessarily indicative of
future operating results.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
PRO FORMA COMBINED
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
Westlake
Fireside Village
Akard Thrift Office
Actual(1) Plaza(2) Building(2) Building(2) Pro forma
----------- ----------- ----------- ----------- -----------
Assets (dollars in thousands)
Notes and interest receivable
Performing ........................... $ 2,007 $ -- $ -- $ -- $ 2,007
----------- ----------- ----------- ----------- -----------
2,007 -- -- -- 2,007
Less - allowance for estimated losses .... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
2,007 -- -- -- 2,007
Foreclosed real estate held for sale,
net of accumulated depreciation ...... 1,029 -- -- -- 1,029
Less - allowance for estimated losses .... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
1,029 -- -- -- 1,029
Real estate held for investment, net
of accumulated depreciation .......... 67,873 3,670 6,317 4,155 82,015
Investments in partnerships .............. 1,729 -- -- -- 1,729
Cash and cash equivalents ................ 1,077 (1,163) (2,157) (945) (3,188)
Other assets ............................. 2,550 -- 313 (211) 2,652
----------- ----------- ----------- ----------- -----------
$ 76,265 $ 2,507 $ 4,473 $ 2,999 $ 86,244
=========== =========== =========== =========== ===========
Liabilities and Shareholders' Equity
Liabilities
Notes and interest payable ............... $ 48,537 $ 2,500 $ 4,263 $ 2,925 $ 58,225
Other liabilities ........................ 2,923 7 210 74 3,214
----------- ----------- ----------- ----------- -----------
51,460 2,507 4,473 2,999 61,439
Commitments and contingencies
Shareholders' equity
Common Stock, $.01 par value;
10,000,000 shares issued and out-
standing, 1,519,888 shares ........... 15 -- -- -- 15
Paid-in capital .......................... 64,804 -- -- -- 64,804
Accumulated distributions in excess of
accumulated earnings ................. (40,014) -- -- -- (40,014)
----------- ----------- ----------- ----------- -----------
24,805 -- -- -- 24,805
----------- ----------- ----------- ----------- -----------
$ 76,265 $ 2,507 $ 4,473 $ 2,999 $ 86,244
=========== =========== =========== =========== ===========
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(1) Includes the Chuck Yeager Building which was acquired in January 1997, La
Mesa Village Plaza which was acquired in May 1997 and La Monte Park and
Renaissance Parc Apartments which were acquired in June 1997 and excludes
the Plumtree Apartments which were sold in March 1997 and the Porticos
Apartments which were sold in June 1997.
(2) Assumes acquisition by the Company on January 1, 1997.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
PRO FORMA COMBINED
STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
Other Other Fireside
Apartment Commercial Akard Thrift Sold
Actual Complexes Properties Plaza Building Properties
----------- ----------- ----------- ----------- ----------- -----------
(dollars in thousands)
Income
Rents ........................ $ 8,759 $ 1,318 $ 901 $ 400 $ 839 $ (1,384)
Interest ..................... 203 -- -- -- -- (4)
----------- ----------- ----------- ----------- ----------- -----------
8,962 1,318 901 400 839 (1,388)
Expenses
Property operations .......... 4,083 481 310 241 442 (775)
Interest ..................... 2,859 -- -- -- -- (443)
Depreciation ................. 1,131 -- -- -- -- (160)
Advisory fee to affiliate .... 379 -- -- -- -- --
Net income fee to affiliate .. 218 -- -- -- -- --
General and administrative ... 755 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
9,425 481 310 241 442 (1,378)
Net income (loss) from
operations ................... (463) 837 591 159 397 (10)
Equity in income of investees ... 21 -- -- -- -- --
Gain on sale of real estate ..... 3,322 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) ............... $ 2,880 $ 837 $ 591 $ 159 $ 397 $ (10)
=========== =========== =========== =========== =========== ===========
Earnings per share
Net income ................... $ 1.89
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Weighted average shares of
Common Stock used in
computing earnings
per share ................. 1,519,888
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Pro Forma Pro Forma
Adjustments Combined
----------- -----------
Income
Rents ........................ $ -- $ 10,833
Interest ..................... -- 199
----------- -----------
-- 11,032
Expenses
Property operations .......... -- 4,782
Interest ..................... 2,283 4,699
Depreciation ................. 726 1,697
Advisory fee to affiliate .... -- 379
Net income fee to affiliate .. -- 218
General and administrative ... -- 755
----------- -----------
3,009 12,530
Net income (loss) from
operations ................... (3,009) (1,498)
Equity in income of investees ... -- 21
Gain on sale of real estate ..... -- 3,322
----------- -----------
Net income (loss) ............... $ (3,009) $ 1,845
=========== ===========
Earnings per share
Net income ................... $ 1.21
===========
Weighted average shares of
Common Stock used in
computing earnings
per share ................. 1,519,888
===========
The accompanying footnotes are an integral part of this Pro Forma Combined
Statement of Operations.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO PRO FORMA COMBINED
STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997
1. The Pro Forma Combined Statement of Operations assumes that each property
was purchased or sold by the Company on January 1, 1997. Pro forma
operating results for property purchases are from January 1 through the
respective dates of purchase only. Results subsequent to the dates of
purchase are included in the "Actual" column.
2. Statements of operations for the ten months ended October 31, 1997 were
obtained for Akard Plaza and Fireside Thrift. Such statements were used as
the basis for estimating their respective operating results for the nine
months ended September 30, 1997.
3. No interim financial statements were available for Renaissance Parc, La
Monte Park, Chuck Yeager, La Mesa village or Westlake Village. Therefore,
the previous years' actual amounts were used to estimate the interim period
January 1 to the respective date of purchase.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO PRO FORMA COMBINED
STATEMENT OF OPERATIONS - Continued
NINE MONTHS ENDED SEPTEMBER 30, 1997
4. The pro forma interest adjustment is based on the mortgage obtained or
assumed for each property at the date of purchase. The pro forma
depreciation adjustment is based on each property's purchase price
depreciated under the Company's established depreciation policies.
Interest
Akard Plaza $ 236
Fireside Thrift 303
Other Apartment Complexes
Renaissance Parc 785
La Monte Park 226
Other Commercial Properties
Chuck Yeager 105
La Mesa Village 413
Westlake Village 215
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Total $ 2,283
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Depreciation
Akard Plaza $ 55
Fireside Thrift 95
Other Apartment Complexes
Renaissance Parc 246
La Monte Park 59
Other Commercial Properties
Chuck Yeager 81
La Mesa Village 128
Westlake Village 62
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Total $ 726
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5. Operating results for sold properties are their actual operating results
from January 1 to their respective dates of sale.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
PRO FORMA COMBINED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
Other Other Fireside
Commercial Apartment Akard Thrift Sold
Actual Properties Complexes Plaza Building Properties
----------- ----------- ----------- ----------- ----------- -----------
(dollars in thousands)
Income
Rents ................. $ 8,666 $ 2,819 $ 3,164 $ 562 $ 1,040 $ (4,341)
Interest .............. 339 -- -- -- -- (15)
----------- ----------- ----------- ----------- ----------- -----------
9,005 2,819 3,164 562 1,040 (4,356)
Expenses
Property
operations ......... 4,358 752 1,156 319 355 (2,515)
Interest .............. 2,629 -- -- -- -- (1,291)
Depreciation .......... 1,128 -- -- -- -- (455)
Advisory fee to
affiliate .......... 227 -- -- -- -- --
General and
administrative ..... 1,316 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
9,658 752 1,156 319 355 (4,261)
Income (loss) from
operations ............ (653) 2,067 2,008 243 685 (95)
Equity in losses of
investees ............. 85 -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) ........ $ (568) $ 2,067 $ 2,008 $ 243 $ 685 $ (95)
=========== =========== =========== =========== =========== ===========
Earnings per share
Net income (loss) .... $ (.37)
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Weighted average
shares of Common
Stock used in
computing earnings
per share ............. 1,530,008
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Pro Forma Pro Forma
Adjustments Combined
----------- -----------
Income
Rents ................. $ -- $ 11,910
Interest .............. -- 324
----------- -----------
-- 12,234
Expenses
Property
operations ......... -- 4,425
Interest .............. 3,041 4,379
Depreciation .......... 967 1,640
Advisory fee to
affiliate .......... -- 227
General and
administrative ..... -- 1,316
----------- -----------
4,008 11,987
Income (loss) from
operations ............ (4,008) 247
Equity in losses of
investees ............. -- 85
----------- -----------
Net income (loss) ........ $ (4,008) $ 332
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Earnings per share
Net income (loss) .... $ .22
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Weighted average
shares of Common
Stock used in
computing earnings
per share ............. 1,530,008
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The accompanying footnotes are an integral part of this Pro Forma Combined
Statement of Operations.
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INCOME OPPORTUNITY REALTY INVESTORS, INC.
NOTES TO PRO FORMA COMBINED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
1. The Pro Forma Combined Statement of Operations assumes that each property
was purchased or sold by the Company on January 1, 1996.
2. The amounts for the Chuck Yeager Building, Westlake Village, La Monte Park,
La Mesa Village, Renaissance Parc and Fireside Thrift are from their
respective audited statement of operations. The amounts for Akard Plaza are
based on available financial information or estimates.
3. The pro forma interest adjustment is based on the mortgages obtained or
assumed for each property at the date of purchase. The pro forma
depreciation adjustment is based on each property's purchase price
depreciated under the Company's established depreciation policies.
Interest
Akard Plaza $ 315
Fireside Thrift 404
Other Apartment Complexes
Renaissance Parc 1,047
La Monte Park 301
Other Commercial Properties
Chuck Yeager 140
La Mesa Village 551
Westlake Village 283
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Total $ 3,041
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Depreciation
Akard Plaza $ 73
Fireside Thrift 126
Other Apartment Complexes
Renaissance Parc 328
La Monte Park 78
Other Commercial Properties
Chuck Yeager 108
La Mesa Village 171
Westlake Village 83
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Total $ 967
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4. Operating results for sold properties are their actual operating results
for the year ended December 31, 1996.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Financial statements of property acquired:
Exhibit
Number Description
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99.0 La Mesa Village Plaza, Audited Statement of Revenue and Direct
Operating Expenses for the year ended December 31, 1996
(incorporated by reference to Exhibit No. 99.0 of the
Registrant's Current Report on Form 8-K, dated May 14, 1997).
99.1 Chuck Yeager Building, Audited Statement of Revenue and Direct
Operating Expenses for the year ended December 31, 1996
(incorporated by reference to Exhibit No. 99.1 of the
Registrant's Current Report on Form 8-K, dated May 14, 1997).
99.2 Renaissance Parc Apartments, Audited Statement of Revenue and
Direct Operating Expenses for the year ended December 31, 1996
(incorporated by reference to Exhibit No. 99.2 of the
Registrant's Current Report on Form 8-K, dated June 11, 1997).
99.3 La Monte Park Apartments, Audited Statement of Revenue and
Direct Operating Expenses for the year ended December 31, 1996
(incorporated by reference to Exhibit 99.3 of the Registrant's
Current Report on Form 8-K/A, dated June 11, 1997).
99.4 Westlake Village Office Building, Audited Statement of Revenue
and Direct Operating Expenses for the year ended December 31,
1996 (incorporated by reference to Exhibit 99.4 of the
Registrant's Current Report on Form 8-K/A, dated November 19,
1997).
99.5 Fireside Thrift Building Audited Statement of Revenue and
Direct Operating Expenses for the year ended December 31, 1996,
filed herewith.
99.6 Akard Plaza Statement of Operations for the ten months ended
October 31, 1997, filed herewith.
99.7 5600 Mowry School Rd. Corp (Fireside Thrift) Statement of
Profit and Loss for the ten months ended October 31, 1997,
filed herewith.
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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 hereto duly authorized.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
Date: August 5, 1998 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
CURRENT REPORT ON FORM 8-K
Dated December 30, 1997
Exhibit Page
Number Description Number
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99.5 Fireside Thrift Building Audited Statement of 13
Revenue and Direct Operating Expenses for the
year ended December 31, 1996.
99.6 Akard Plaza Statement of Operations for the 17
ten months ended October 31, 1997.
99.7 5600 Mowry School Rd. Corp (Fireside Thrift) 19
Statement of Profit and Loss for the ten
months ended October 31, 1997.