10-K 1 tci-10k_123115.htm ANNUAL REPORT

 

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 


 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

OR  

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 001-09240

 


Transcontinental Realty Investors, Inc.

(Exact name of registrant as specified in its charter)  

 

Nevada 94-6565852

(State or other jurisdiction of 

Incorporation or organization)

(IRS Employer 

Identification Number) 

1603 LBJ Freeway, 

Suite 300, Dallas, Texas 

75234
(Address of principal executive offices) (Zip Code)

 

(469) 522-4200  

Registrant’s Telephone Number, including area code  

Securities registered pursuant to Section 12(b) of the Act:  

   
Title of Each Class Name of each exchange on which registered
Common Stock, $0.01 par value New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  

 

NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No   ☒ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐    No   ☒ 

 

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  ☒    No  ☐ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   ☒     No   ☐ 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ☒ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act 

     
  Large accelerated filer  Accelerated filer  
  Non-accelerated filer  (Do not check  if smaller reporting company) Smaller Reporting Company  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐  No  ☒

  

The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common stock on the New York Stock Exchange as of June 30, 2015 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $15,447,906 based upon a total of 1,361,049 shares held as of June 30, 2015 by persons believed to be non-affiliates of the Registrant. The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value.

 

As of March 18, 2016, there were 8,717,767 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: 

 

Consolidated Financial Statements of Income Opportunity Realty Investors, Inc. Commission File No. 001-14784 

 

Consolidated Financial Statements of American Realty Investors, Inc. Commission File No. 001-15663 

   
 

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INDEX TO  

ANNUAL REPORT ON FORM 10-K   

      Page
PART I
Item 1. Business   3
Item 1A. Risk Factors   8
Item 1B. Unresolved Staff Comments   12
Item 2. Properties   12
Item 3. Legal Proceedings   16
Item 4. Mine Safety Disclosures   17
       
PART II
       
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   18
Item 6. Selected Financial Data   19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation   20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   31
Item 8. Consolidated Financial Statements and Supplementary Data   33
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   67
Item 9A. Controls and Procedures   67
Item 9B. Other Information   67
       
PART III
       
Item 10. Directors, Executive Officers and Corporate Governance   68
Item 11. Executive Compensation   74
Item 12. Security Ownership of Certain Beneficial Owners and Management   75
Item 13. Certain Relationships and Related Transactions, and Director Independence   76
Item 14. Principal Accounting Fees and Services   78
       
PART IV
       
Item 15. Exhibits, Financial Statement Schedules   80
Signatures     82

 

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FORWARD-LOOKING STATEMENTS

  

Certain Statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words “estimate”, “plan”, “intend”, “expect”, “anticipate”, “believe”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. The Company disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking statements are described under Part I, Item 1A. “Risk Factors”.

 

PART I

 

ITEM  1.     BUSINESS

 

General

 

As used herein, the terms “TCI”, “the Company”, “We”, “Our”, or “Us” refer to Transcontinental Realty Investors, Inc. a Nevada corporation which was formed in 1984. The Company is headquartered in Dallas, Texas and its common stock is listed and trades on the New York Stock Exchange (“NYSE”) under the symbol (“TCI”).

 

TCI is a “C” corporation for U.S. federal income tax purposes and files an annual consolidated income tax return with American Realty Investors, Inc. ("ARL"), whose common stock is traded on the NYSE under the symbol (“ARL”). Subsidiaries of ARL own approximately 80.9% of the Company’s common stock. Accordingly, TCI’s financial results are consolidated with those of ARL’s on Form 10-K and related Consolidated Financial Statements. ARL’s common stock is listed and trades on the New York Stock Exchange under the symbol (“ARL”). We have no employees.

 

On July 17, 2009, the Company acquired an additional 2,518,934 shares of common stock of Income Opportunity Realty Investors, Inc. (“IOT”), and in doing so, increased its ownership from approximately 25% to over 80% of the shares of common stock of IOT outstanding. Upon acquisition of the additional shares in 2009, IOT’s results of operations began consolidating with those of the Company for tax and financial reporting purposes. As of December 31, 2015, TCI owned 81.1% of the outstanding IOT common shares. Shares of IOT common stock are listed and traded on the NYSE MKT under the symbol (“IOT”).

 

At the time of the acquisition, the historical accounting value of IOT’s assets was $112 million and liabilities were $43 million. In that the shares of IOT acquired by TCI were from a related party, the values recorded by TCI are IOT’s historical accounting values at the date of transfer. The Company’s fair valuation of IOT’s assets and liabilities at the acquisition date approximated IOT’s book value. The net difference between the purchase price and historical accounting basis of the assets and liabilities acquired is $25.9 million and has been reflected by TCI as deferred income. The deferred income will be recognized upon the sale of the land that IOT held on its books as of the date of sale, to an independent third party.

 

TCI’s Board of Directors is responsible for directing the overall affairs of TCI and for setting the strategic policies that guide the Company. As of April 30, 2011, the Board of Directors delegated the day-to-day management of the Company to Pillar Income Asset Management, Inc. (“Pillar”), a Nevada corporation, under a written Advisory Agreement that is reviewed annually by TCI’s Board of Directors. The directors of TCI are also directors of ARL and IOT. The Chairman of the Board of Directors of TCI also serves as the Chairman of the Board of Directors of ARL and IOT. The officers of TCI also serve as officers of ARL, IOT and Pillar.

 

Since April 30, 2011, Pillar, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is Realty Advisors, Inc. (“RAI”), a Nevada corporation, the sole shareholder of which is May Realty Holdings, Inc. (“MRHI”, formerly known as Realty Advisors Management, Inc. “RAMI”, effective August 7, 2014), a Nevada corporation, the sole shareholder of which is a trust known as the May Trust, became the Company’s external Advisor and Cash Manager.  Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for the Company’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to ARI and IOT.  As the contractual advisor, Pillar is compensated by TCI under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”.  TCI has no employees. Employees of Pillar render services to TCI in accordance with the terms of the Advisory Agreement. 

 

Regis Realty Prime, LLC, dba Regis Property Management, LLC (“Regis”), manages our commercial properties and provides brokerage services. Regis receives property management fees, construction management fees and leasing commissions in accordance with the terms of its property-level management agreement. Regis is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage”.   TCI engages third-party companies to lease and manage its apartment properties.

 

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On January 1, 2012, the Company entered into a development agreement with Unified Housing Foundation, Inc. (“UHF”) a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.

 

Our primary business is the acquisition, development and ownership of income-producing residential and commercial real estate properties. In addition, we opportunistically acquire land for future development in in-fill or high-growth suburban markets. From time to time and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing apartment units to residents, and leasing office, industrial and retail space to various for-profit businesses as well as certain local, state and federal agencies. We also generate revenues from gains on sales of income-producing properties and land.

 

At December 31, 2015, our income-producing properties consisted of:

 

· Eight commercial properties consisting of five office buildings, two retail properties and one industrial warehouse comprising in aggregate approximately 1.9 million square feet;

 

· A golf course comprising approximately 96.09 acres;

 

· 48 residential apartment communities comprising 7,983 units, excluding apartments being developed.

 

The following table sets forth the location of our real estate held for investment (income-producing properties only) by asset type as of December 31, 2015:

 

                                 
    Apartments     Commercial  
Location   No.     Units     No.     SF  
Alabama     1       168              
Arkansas     4       678              
Colorado     2       260              
Florida     2       153       1       6,722  
Kansas     1       320              
Louisiana     2       384              
Mississippi     8       728              
Tennessee     4       708              
Texas-Greater Dallas-Ft Worth     12       2,122       5       1,651,017  
Texas-Greater Houston     2       416       1       94,075  
Texas-San Antonio     2       468              
Texas-Other     8       1,578              
Wisconsin                 1       122,205  
Total     48       7,983       8       1,874,019  

  

  We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties, and debt financing primarily in the form of property-specific, first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with short-term, variable-rate construction loans that are refinanced with the proceeds of long-term, fixed-rate amortizing mortgages when the development has been completed and occupancy has been stabilized. When we sell properties, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable, secured by the property being sold. We may also from time to time enter into partnerships or joint ventures with various investors to acquire land or income-producing properties or to sell interests in certain of our properties.

 

We join with various third-party development companies to construct residential apartment communities. We are in the predevelopment process on several residential apartment communities but have not yet begun construction. At December 31, 2015, we had three apartment projects in development. The third-party developer typically holds a general partner, as well as a limited partner interest in a limited partnership formed for the purpose of building a single property while we generally take a limited partner interest in the limited partnership. We may contribute land to the partnership as part of our equity contribution or we may contribute the necessary funds to the partnership to acquire the land. We are required to fund all required equity contributions while the third-party developer is responsible for obtaining construction financing, hiring a general contractor and for the overall management, successful completion, initial lease-up and delivery of the project. We generally bear all the economic risks and rewards of ownership in these partnerships and therefore include these partnerships in our consolidated financial statements. The third-party developer is paid a developer fee typically equal to a percentage of the construction costs. When the project reaches stabilized occupancy, we acquire the third-party developer’s partnership interests in exchange for any remaining unpaid developer fees.

 

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At December 31, 2015, our apartment projects in development included (dollars in thousands): 

               
Property   Location   No. of Units     Costs to Date (1)     Total
Projected
Costs (1)
 
Eagle Crossing   Dallas, TX     150     $ 5,255     $ 21,000  
Parc at Mansfield II   Mansfield, TX     99       11,323       11,797  
Terra Lago   Rowlett, TX     451       3,329       66,360  
Total         700     $ 19,907     $ 99,157  

 

(1) Costs include construction hard costs, construction soft costs and loan borrowing costs.

  

We have made investments in a number of large tracts of undeveloped and partially developed land and intend to a) continue to improve these tracts of land for our own development purposes or b) make the improvements necessary to ready the land for sale to other developers.

 

At December 31, 2015, our investments in undeveloped and partially developed land consisted of the following (dollars in thousands):   

                         
Location   Date(s)
Acquired
    Acres     Cost   Primary
Intended Use
                         
McKinney, TX   1997-2008       54     $ 9,264   Mixed use
Dallas, TX   1996-2013       192       36,440   Mixed use
Kaufman County, TX   2008       25       2,547   Multi-family
Farmers Branch, TX   2008       240       29,796   Mixed use
Kaufman County, TX   2011       2,900       46,062   Mixed use
Various   1990-2008       254       12,780   Various
Total Land Holdings           3,665     $ 136,889    

 

Significant Real Estate Acquisitions/Dispositions and Financings

 

A summary of some of the significant transactions for the year ended December 31, 2015, are discussed below:

 

Purchases

 

For the year ended December 31, 2015, the Company acquired five income-producing apartment complexes from third parties in the states of Texas (3), Tennessee (1) and Alabama (1), increasing the total number of units by 990, for a combined purchase price of $82.9 million. In addition, the Company acquired seven income-producing apartment complexes from related parties in the states of Texas (2), Florida (2), Tennessee (1), Mississippi (1), and Kansas (1) increasing the total number of units by 1,155, for a combined purchase price of $30.4 million. The Company also purchased a commercial office building in Texas, comprised of 92,723 square feet, for $16.8 million.

 

Sales

 

For the year ended December 31, 2015, the Company sold approximately 579 acres of land located in Texas to independent third parties for a total sales price of $102.9 million. We recorded a total gain of $18.9 million from the sales. In November 2015, the Company sold approximately 88 acres of land located in the U.S. Virgin Islands to an unrelated party. The sale represents most of the development land owned by the Company in the U.S. Virgin Islands. Total cash consideration for the sale was $33.9 million. We recorded a gain of $12.0 million related to the transaction.

 

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In November 2015, the Company entered into a sales contract with an unrelated party.  The contract was for most of the developable land owned by the Company in the Mercer Crossing Development located in Farmers Branch, Texas.  In addition, IOT, ARL and RAI also sold land in this transaction.  Total consideration for the sale was $75 million. The ultimate allocation of sales proceeds to the parties involved is yet to be determined and will be completed when the final use of the land, certain development commitments are completed and the note is collected.  The agreement between TCI and the other parties related to this transaction provides for TCI to hold the subordinated note from the buyer in the amount of $50 million.  At the closing, the note payable to related parties of $16.1 million was paid off.  Due to an inadequate down payment from the buyer and the level of seller financing involved, the transaction is being accounted for under the deposit method.  Under the deposit method, no revenue is recognized and the asset sold remains on the Company’s books until the criteria for full revenue recognition is met.

 

In addition, one income-producing apartment complex consisting of 200 units located in Ohio was foreclosed upon. The Company recorded a gain of $0.7 million related to the extinguishment of debt.

 

As of December 31, 2015, the Company has 91 acres of land, at various locations that were sold to related parties in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance Sheets. Due to the related party nature of the transactions TCI has deferred the recording of the sales in accordance with ASC 360-20.

 

We continue to invest in the development of apartment projects. For the twelve months ended December 31, 2015, we have expended $16.7 million related to the construction or predevelopment of various apartment complexes and capitalized $0.2 million of interest costs.

 

Business Plan and Investment Policy

 

Our business objective is to maximize long-term value for our stockholders by investing in residential and commercial real estate through the acquisition, development and ownership of apartments, commercial properties and land. We intend to achieve this objective through acquiring and developing properties in multiple markets and operating as an industry-leading landlord. We believe this objective will provide the benefits of enhanced investment opportunities, economies of scale and risk diversification, both in terms of geographic market and real estate product type. We believe our objective will also result in continuing access to favorably priced debt and equity capital. In pursuing our business objective, we seek to achieve a combination of internal and external growth while maintaining a strong balance sheet and employing a strategy of financial flexibility. We maximize the value of our apartments and commercial properties by maintaining high occupancy levels while charging competitive rental rates, controlling costs and focusing on tenant retention. We also pursue attractive development opportunities either directly or in partnership with other investors.

 

For our portfolio of commercial properties, we generate increased operating cash flow through annual contractual increases in rental rates under existing leases. We also seek to identify best practices within our industry and across our business units in order to enhance cost savings and gain operating efficiencies. We employ capital improvement and preventive maintenance programs specifically designed to reduce operating costs and increase the long-term value of our real estate investments.

 

We seek to acquire properties consistent with our business objectives and strategies. We execute our acquisition strategy by purchasing properties which management believes will create stockholder value over the long-term. We will also sell properties when management believes value has been maximized or when a property is no longer considered an investment to be held long-term.

 

We are continuously in various stages of discussions and negotiations with respect to development, acquisition, and disposition of projects. The consummation of any current or future development, acquisition, or disposition, if any, and the pace at which any may be completed cannot be assured or predicted.

 

Substantially all of our properties are owned by subsidiary companies, many of which are single-asset entities. This ownership structure permits greater access to financing for individual properties and permits flexibility in negotiating a sale of either the asset or the equity interests in the entity owning the asset. From time-to-time, our subsidiaries have invested in joint ventures with other investors, creating the possibility of risks that do not exist with properties solely owned by a TCI subsidiary. In those instances where other investors are involved, those other investors may have business, economic, or other objectives that are inconsistent with our objectives, which may in turn, require us to make investment decisions different from those if we were the sole owner.

 

Real estate generally cannot be sold quickly. We may not be able to promptly dispose of properties in response to economic or other conditions. To offset this challenge, selective dispositions have been a part of our strategy to maintain an efficient investment portfolio and to provide additional sources of capital. We finance acquisitions through mortgages, internally generated funds, and, to a lesser extent, property sales. Those sources provide the bulk of funds for future acquisitions. We may purchase properties by assuming existing loans secured by the acquired property. When properties are acquired in such a manner, we customarily seek to refinance the asset in order to properly leverage the asset in a manner consistent with our investment objectives.

 

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Our businesses are not generally seasonal with regard to real estate investments. Our investment strategy seeks both current income and capital appreciation. Our plan of operation is to continue, to the extent our liquidity permits, to make equity investments in income-producing real estate such as apartments and commercial properties. We may also invest in the debt or equity securities of real estate-related entities. We intend to pursue higher risk, higher reward investments, such as improved and unimproved land where we can obtain reasonably-priced financing for substantially all of a property’s purchase price. We intend to continue the development of apartment properties in selected markets in Texas and in other locations where we believe adequate levels of demand exist. We intend to pursue sales opportunities for properties in stabilized real estate markets where we believe our properties’ value has been maximized. We also intend to be an opportunistic seller of properties in markets where demand exceeds current supply. Although we no longer actively seek to fund or purchase mortgage loans, we may, in selected instances, originate mortgage loans or we may provide purchase money financing in conjunction with a property sale.

 

Our Board of Directors has broad authority under our governing documents to make all types of investments, and we may devote available resources to particular investments or types of investments without restriction on the amount or percentage of assets that may be allocated to a single investment or to any particular type of investment, and without limit on the percentage of securities of any one issuer that may be acquired. Investment objectives and policies may be changed at any time by the Board without stockholder approval.

 

The specific composition from time-to-time of our real estate portfolio owned by TCI directly and through our subsidiaries depends largely on the judgment of management to changing investment opportunities and the level of risk associated with specific investments or types of investments. We intend to maintain a real estate portfolio that is diversified by both location and type of property.

 

Competition

 

The real estate business is highly competitive and TCI competes with numerous companies engaged in real estate activities (including certain entities described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”), some of which have greater financial resources than TCI. We believe that success against such competition is dependent upon the geographic location of a property, the performance of property-level managers in areas such as leasing and marketing, collection of rents and control of operating expenses, the amount of new construction in the area and the maintenance and appearance of the property. Additional competitive factors include ease of access to a property, the adequacy of related facilities such as parking and other amenities, and sensitivity to market conditions in determining rent levels. With respect to apartments, competition is also based upon the design and mix of the units and the ability to provide a community atmosphere for the residents. We believe that beyond general economic circumstances and trends, the degree to which properties are renovated or new properties are developed in the competing submarket are also competitive factors. See also Part I, Item1A. “Risk Factors”.

 

To the extent that TCI seeks to sell any of its properties, the sales prices for the properties may be affected by competition from other real estate owners and financial institutions also attempting to sell properties in areas where TCI’s properties are located, as well as aggressive buyers attempting to dominate or penetrate a particular market.

 

As described above and in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, the officers and directors of TCI serve as officers and directors of ARL and IOT. Both ARL and IOT have business objectives similar to those of TCI. TCI’s officers and directors owe fiduciary duties to both IOT and ARL as well as to TCI under applicable law. In determining whether a particular investment opportunity will be allocated to TCI, IOT, or ARL, management considers the respective investment objectives of each Company and the appropriateness of a particular investment in light of each Company’s existing real estate and mortgage notes receivable portfolio. To the extent that any particular investment opportunity is appropriate to more than one of the entities, the investment opportunity may be allocated to the entity which has had funds available for investment for the longest period of time, or, if appropriate, the investment may be shared among all three or two of the entities.

 

In addition, as described in Part III, Item 13. “Certain Relationships and Related Transactions, and Director Independence”, TCI competes with related parties of Pillar having similar investment objectives related to the acquisition, development, disposition, leasing and financing of real estate and real estate-related investments. In resolving any potential conflicts of interest which may arise, Pillar has informed TCI that it intends to exercise its best judgment as to what is fair and reasonable under the circumstances in accordance with applicable law.

 

We have historically engaged in and will continue to engage in certain business transactions with related parties, including but not limited to asset acquisitions and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in the best interests of the Company.

 

Available Information

 

TCI maintains an internet site at http://www.transconrealty-invest.com. We make available through our website free of charge Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission. In addition, we have posted the charters for our Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence and other information on the website. These charters and principles are not incorporated in this Report by reference. We will also provide a copy of these documents free of charge to stockholders upon written request. The Company issues Annual Reports containing audited financial statements to its common shareholders.

 

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 ITEM 1A. RISK FACTORS

 

An investment in our securities involves various risks. All investors should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities.

 

Risk Factors Related to our Business

 

Adverse events concerning our existing tenants or negative market conditions affecting our existing tenants could have an adverse impact on our ability to attract new tenants, release space, collect rent or renew leases, and thus could adversely affect cash flow from operations and inhibit growth.

 

Cash flow from operations depends in part on the ability to lease space to tenants on economically favorable terms. We could be adversely affected by various facts and events over which the Company has limited or no control, such as:

 

· lack of demand for space in areas where the properties are located;

 

· inability to retain existing tenants and attract new tenants;

 

· oversupply of or reduced demand for space and changes in market rental rates;

 

· defaults by tenants or failure to pay rent on a timely basis;

 

· the need to periodically renovate and repair marketable space;

 

· physical damage to properties;

 

· economic or physical decline of the areas where properties are located; and

 

· potential risk of functional obsolescence of properties over time.

 

At any time, any tenant may experience a downturn in its business that may weaken its financial condition. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due, could result in the termination of the tenant’s lease and material losses to the Company.

 

If tenants do not renew their leases as they expire, we may not be able to rent the space. Furthermore, leases that are renewed, and some new leases for space that is re-let, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, tenant improvements or lease transaction costs. Any of these events could adversely affect cash flow from operations and our ability to make distributions to shareholders and service indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance, and debt service payments, are not necessarily reduced when circumstances cause a decrease in rental income from the properties.

 

We may not be able to compete successfully with other entities that operate in our industry.

 

We experience a great deal of competition in attracting tenants for the properties and in locating land to develop and properties to acquire.

 

In our effort to lease properties, we compete for tenants with a broad spectrum of other landlords in each of the markets. These competitors include, among others, publicly-held REITs, privately-held entities, individual property owners and tenants who wish to sublease their space. Some of these competitors may be able to offer prospective tenants more attractive financial terms than we are able to offer.

 

If the availability of land or high quality properties in our markets diminishes, operating results could be adversely affected.

 

We may experience increased operating costs which could adversely affect our financial results and the value of our properties.

 

Our properties are subject to increases in operating expenses such as insurance, cleaning, electricity, heating, ventilation and air conditioning, administrative costs and other costs associated with security, landscaping, repairs, and maintenance of the properties. While some current tenants are obligated by their leases to reimburse us for a portion of these costs, there is no assurance that these tenants will make such payments or agree to pay these costs upon renewal or new tenants will agree to pay these costs. If operating expenses increase in our markets, we may not be able to increase rents or reimbursements in all of these markets to offset the increased expenses, without at the same time decreasing occupancy rates. If this occurs, our ability to make distributions to shareholders and service indebtedness could be adversely affected.

 

 8 
 

 

Our ability to achieve growth in operating income depends in part on our ability to develop additional properties.

 

We intend to continue to develop properties where warranted by market conditions. We have a number of ongoing development and land projects being readied for commencement.

 

Additionally, general construction and development activities include the following risks:

 

· construction and leasing of a property may not be completed on schedule, which could result in increased expenses and construction costs, and would result in reduced profitability for that property;

 

· construction costs may exceed original estimates due to increases in interest rates and increased cost of materials, labor or other costs, possibly making the property less profitable because of inability to increase rents to compensate for the increase in construction costs;

 

· some developments may fail to achieve expectations, possibly making them less profitable;

 

· we may be unable to obtain, or face delays in obtaining, required zoning, land-use, building, occupancy, and other governmental permits and authorizations, which could result in increased costs and could require us to abandon our activities entirely with respect to a project;

 

· we may abandon development opportunities after the initial exploration, which may result in failure to recover costs already incurred. If we determine to alter or discontinue its development efforts, future costs of the investment may be expensed as incurred rather than capitalized and we may determine the investment is impaired resulting in a loss;

 

· we may expend funds on and devote management’s time to projects which will not be completed; and

 

· occupancy rates and rents at newly-completed properties may fluctuate depending on various factors including market and economic conditions, and may result in lower than projected rental rates and reduced income from operations.

  

We face risks associated with property acquisitions.

 

We acquire individual properties and various portfolios of properties and intend to continue to do so. Acquisition activities are subject to the following risks:

 

· when we are able to locate a desired property, competition from other real estate investors may significantly increase the seller’s offering price;

 

· acquired properties may fail to perform as expected;

 

· the actual costs of repositioning or redeveloping acquired properties may be higher than original estimates;

 

· acquired properties may be located in new markets where we face risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures; and

 

· we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into existing operations, and results of operations and financial condition could be adversely affected.

 

We may acquire properties subject to liabilities and without any recourse, or with limited recourse, with respect to unknown liabilities. However, if an unknown liability was later asserted against the acquired properties, we might be required to pay substantial sums to settle it, which could adversely affect cash flow.

 

Many of our properties are concentrated in our primary markets and the Company may suffer economic harm as a result of adverse conditions in those markets.

 

Our properties are located principally in specific geographic areas in the southwestern, southeastern, and mid-western United States. The Company’s overall performance is largely dependent on economic conditions in those regions.

 

We are leveraged and may not be able to meet our debt service obligations.

 

We had total indebtedness at December 31, 2015 of approximately $796.8 million. Substantially all assets have been pledged to secure debt. These borrowings increase the risk of loss because they represent a prior claim on assets and most require fixed payments regardless of profitability. Our leveraged position makes us vulnerable to declines in the general economy and may limit the Company’s ability to pursue other business opportunities in the future.

 

 9 
 

 

We may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms.

 

We rely on proceeds from property dispositions and third party capital sources for a portion of our capital needs, including capital for acquisitions and development. The public debt and equity markets are among the sources upon which the Company relies. There is no guarantee that we will be able to access these markets or any other source of capital. The ability to access the public debt and equity markets depends on a variety of factors, including:

 

· general economic conditions affecting these markets;

 

· our own financial structure and performance;

 

· the market’s opinion of real estate companies in general; and

 

· the market’s opinion of real estate companies that own similar properties.

  

We may suffer adverse effects as a result of terms and covenants relating to the Company’s indebtedness.

 

Required payments on our indebtedness generally are not reduced if the economic performance of the portfolio declines. If the economic performance declines, net income, cash flow from operations and cash available for distribution to stockholders may be reduced. If payments on debt cannot be made, we could sustain a loss or suffer judgments, or in the case of mortgages, suffer foreclosures by mortgagees. Further, some obligations contain cross-default and/or cross-acceleration provisions, which means that a default on one obligation may constitute a default on other obligations.

 

We anticipate only a small portion of the principal of its debt will be repaid prior to maturity. Therefore, we are likely to refinance a portion of its outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or the terms of any refinancing will not be as favorable as the terms of the maturing debt. If principal balances due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as the proceeds of sales of assets or new equity capital, cash flow may not be sufficient to repay all maturing debt in years when significant “balloon” payments come due.

 

Our credit facilities and unsecured debt contain customary restrictions, requirements and other limitations on the ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios, and minimum ratios of unencumbered assets to unsecured debt. Our continued ability to borrow is subject to compliance with financial and other covenants. In addition, failure to comply with such covenants could cause a default under credit facilities, and we may then be required to repay such debt with capital from other sources. Under those circumstances, other sources of capital may not be available, or be available only on unattractive terms.

 

Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock.

 

The degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. The degree of leverage could also make us more vulnerable to a downturn in business or the general economy.

 

An increase in interest rates would increase interest costs on variable rate debt and could adversely impact the ability to refinance existing debt.

 

We currently have, and may incur more, indebtedness that bears interest at variable rates. Accordingly, if interest rates increase, so will the interest costs, which could adversely affect cash flow and the ability to pay principal and interest on our debt and the ability to make distributions to shareholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures.

 

Unbudgeted capital expenditures or cost overruns could adversely affect business operations and cash flow.

 

If capital expenditures for ongoing or planned development projects or renovations exceed expectations, the additional cost of these expenditures could have an adverse effect on business operations and cash flow. In addition, we might not have access to funds on a timely basis to pay the unexpected expenditures.

 

Construction costs are funded in large part through construction financing, which the Company may guarantee and the Company’s obligation to pay interest on this financing continues until the rental project is completed, leased up and permanent financing is obtained, or the for sale project is sold or the construction loan is otherwise paid. Unexpected delays in completion of one or more ongoing projects could also have a significant adverse impact on business operations and cash flow.

 

We may need to sell properties from time to time for cash flow purposes.

 

Because of the lack of liquidity of real estate investments generally, our ability to respond to changing circumstances may be limited. Real estate investments generally cannot be sold quickly. In the event that we must sell assets to generate cash flow, we cannot predict whether there will be a market for those assets in the time period desired, or whether we will be able to sell the assets at a price that will allow the Company to fully recoup its investment. We may not be able to realize the full potential value of the assets and may incur costs related to the early pay-off of the debt secured by such assets.

 

 10 
 

 

We intend to devote resources to the development of new projects.

 

We plan to continue developing new projects as opportunities arise in the future. Development and construction activities entail a number of risks, including but not limited to the following:

 

· we may abandon a project after spending time and money determining its feasibility;

 

· construction costs may materially exceed original estimates;

 

· the revenue from a new project may not be enough to make it profitable or generate a positive cash flow;

 

· we may not be able to obtain financing on favorable terms for development of a property, if at all;

 

· we may not complete construction and lease-ups on schedule, resulting in increased development or carrying costs; and

 

· we may not be able to obtain, or may be delayed in obtaining, necessary governmental permits.

 

The overall business is subject to all of the risks associated with the real estate industry.

 

We are subject to all risks incident to investment in real estate, many of which relate to the general lack of liquidity of real estate investments, including, but not limited to:

 

· our real estate assets are concentrated primarily in the southwest and any deterioration in the general economic conditions of this region could have an adverse effect;

 

· changes in interest rates may make the ability to satisfy debt service requirements more burdensome;

 

· lack of availability of financing may render the purchase, sale or refinancing of a property more difficult or unattractive;

 

· changes in real estate and zoning laws;

 

· increases in real estate taxes and insurance costs;

 

· federal or local economic or rent control;

 

· acts of terrorism; and

 

· hurricanes, tornadoes, floods, earthquakes and other similar natural disasters.

 

Our performance and value are subject to risks associated with our real estate assets and with the real estate industry.

 

Our economic performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow will be adversely affected. The following factors, among others, may adversely affect the income generated by our properties:

 

· downturns in the national, regional and local economic conditions (particularly increases in unemployment);

 

· competition from other office and commercial buildings;

 

· local real estate market conditions, such as oversupply or reduction in demand for office or other commercial space;

 

· changes in interest rates and availability of financing;

 

· vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

 

· increased operating costs, including insurance expense, utilities, real estate taxes, state and local taxes and heightened security costs;

 

· civil disturbances, earthquakes and other natural disasters, or terrorist acts or acts of war which may result in uninsured or underinsured losses;

 

· significant expenditures associated with each investment, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;

 

· declines in the financial condition of our tenants and our ability to collect rents from our tenants; and

 

· decreases in the underlying value of our real estate.

 

 11 
 

 

Adverse economic conditions and dislocations in the credit markets could have a material adverse effect on our results of operations, and financial condition.

 

Our business may be affected by market and economic challenges experienced by the U.S. economy or real estate industry as a whole or by the local economic conditions in the markets in which our properties are located, including the current dislocations in the credit markets and general global economic recession. These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, and financial condition as a result of the following, among other potential consequences:

 

· the financial condition of our tenants may be adversely affected which may result in tenant defaults under leases due to bankruptcy, lack of liquidity, operational failures or for other reasons;

 

· significant job losses within our tenants may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted;

 

· our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense;

 

· reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and

 

· one or more lenders could refuse to fund their financing commitment to us or could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

 

Real estate investments are illiquid, and we may not be able to sell properties if and when it is appropriate to do so.

 

Real estate generally cannot be sold quickly. We may not be able to dispose of properties promptly in response to economic or other conditions. In addition, provisions of the Internal Revenue Code may limit our ability to sell properties (without incurring significant tax costs) in some situations when it may be otherwise economically advantageous to do so, thereby adversely affecting returns to stockholders and adversely impacting our ability to meet our obligations.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None. 

 

ITEM 2. PROPERTIES

 

On December 31, 2015, our portfolio consisted of 57 income-producing properties consisting of 48 apartment complexes totaling 7,983 units, eight commercial properties consisting of five office buildings, two retail centers and one industrial warehouse; and a golf course. In addition, we own or control approximately 3,665 acres of improved and unimproved land for future development or sale. The average annual rental and other property revenue dollar per square foot is $9.97 for the Company’s residential apartment portfolio and $13.22 for the commercial portfolio. The table below shows information relating to those properties in which we own or have an ownership interest:

 

 12 
 

 

Residential Apartments   Location   Units     Occupancy
Anderson Estates   Oxford, MS     48     91.70%
Blue Lake Villas I   Waxahachie, TX     186     98.40%
Blue Lake Villas II   Waxahachie, TX     70     100.00%
Breakwater Bay   Beaumont, TX     176     96.60%
Bridgewood Ranch   Kaufman, TX     106     98.10%
Capitol Hill   Little Rock, AR     156     94.90%
Centennial Village   Oak Ridge TN     252     92.10%
Crossing at Opelika   Opelika AL     168     98.80%
Curtis Moore Estates   Greenwood, MS     104     82.70%
Dakota Arms   Lubbock, TX     208     90.40%
David Jordan Phase II   Greenwood, MS     32     81.30%
David Jordan Phase III   Greenwood, MS     40     82.50%
Desoto Ranch   DeSoto, TX     248     96.80%
Falcon Lakes   Arlington, TX     248     98.80%
Heather Creek   Mesquite, TX     200     97.50%
Lake Forest   Houston, TX     240     97.50%
Legacy at Pleasant Grove   Texarkana, TX     208     93.80%
Lodge at Pecan Creek   Denton, TX     192     93.20%
Mansions of Mansfield   Mansfield, TX     208     97.10%
Mission Oaks   San Antonio, TX     228     89.90%
Monticello Estate   Monticello, AR     32     87.50%
Northside on Travis   Sherman, TX     200     98.00%
Oak Hollow   Seguin TX     160     91.30%
Overlook @ Allensville   Sevierville TN     144     97.90%
Parc at Clarksville   Clarksville, TN     168     96.40%
Parc at Denham Springs   Denham Springs, LA     224     92.00%
Parc at Maumelle   Little Rock, AR     240     95.00%
Parc at Metro Center   Nashville, TN     144     99.30%
Parc at Rogers   Rogers, AR     250     98.40%
Residences at Holland Lake   Weatherford TX     208     99.00%
Preserve at Pecan Creek   Denton, TX     192     92.70%
Preserve at Prairie Point   Lubbock, TX     184     96.20%
Riverwalk Phase I   Greenville, MS     32     87.50%
Riverwalk Phase II   Greenville, MS     72     84.70%
Sonoma Court   Rockwall, TX     124     98.40%
Sugar Mill   Baton Rouge, LA     160     100.00%
Toulon   Gautier, MS     240     96.70%
Tradewinds   Midland TX     214     95.30%
Treehouse   Irving, TX     160     98.80%
Villager Apts   Fort Walton FL     33     93.90%
Villas at Park West I   Pueblo, CO     148     95.30%
Villas at Park West II   Pueblo, CO     112     89.30%
Vista Ridge   Tupelo MS     160     98.80%
Vistas of Vance Jackson   San Antonio, TX     240     94.60%
Waterford at Summer Park   Rosenberg TX     196     93.90%
Westwood Apts   Mary Ester FL     120     95.00%
Whispering Pines Apts   Topeka KS     320     95.60%
Windsong   Fort Worth, TX     188     97.30%
                 
    Total Apartment Units/Average Occupancy     7,983     94.39%

 

 13 
 

 

Office Buildings   Location   SqFt     Occupancy
600 Las Colinas   Las Colinas, TX     511,902     82.80%
770 South Post Oak   Houston, TX     94,075     93.68%
Browning Place (Park West I)   Farmers Branch, TX     625,264     65.39%
Senlac (VHP)   Farmers Branch, TX     2,812     100.00%
Stanford Center   Dallas, TX     333,234     93.54%
    Total Office Buildings     1,567,287      
                 
Retail Centers   Location   SqFt     Occupancy
Bridgeview Plaza   LaCrosse, WI     122,205     92.28%
Fruitland Park   Fruitland Park, FL     6,722     100.00%
    Total Retail Centers     128,927      
                 
Industrial Warehouses   Location   SqFt     Occupancy
Thermalloy   Farmers Branch, TX     177,805     100.00%
    Total Industrial Warehouses     177,805      
                 
    Total Commercial Square Footage     1,874,019      
                 
Golf Course   Location   Acres      
Mahogany Run Golf Course   St. Thomas, U.S. Virgin Islands     96.09      
    Total Golf Course     96.09      

  

Lease Expirations

 

The table below shows the lease expirations of the commercial properties over a nine-year period and thereafter:

 

Year of Lease
Expiration
    Rentable
Square Feet
Subject to
Expiring Leases
    Current
Annualized (1)
Contractual
Rent Under
Expiring Leases
    Current
Annualized (1)
Contractual
Rent Under
Expiring
Leases (P.S.F.)
    Percentage
of Total
Square Feet
    Percentage
of Gross
Rentals
 
                                           
2016       310,113       2,262,800     $ 7.30       17.4 %     10.4 %
2017       100,937       793,234     $ 7.86       5.7 %     3.7 %
2018       131,030       2,315,243     $ 17.67       7.4 %     10.7 %
2019       253,434       3,509,802     $ 13.85       14.2 %     16.2 %
2020       95,665       1,720,438     $ 17.98       5.4 %     7.9 %
2021       105,507       1,990,258     $ 18.86       5.9 %     9.2 %
2022       165,769       4,235,995     $ 25.55       9.3 %     19.6 %
2023       154,106       1,909,772     $ 12.39       8.7 %     8.8 %
2024       40,322       599,950     $ 14.88       2.3 %     2.8 %
Thereafter       107,770       2,318,715     $ 21.52       6.1 %     10.7 %
Total       1,464,653     $ 21,656,207               82.4 %     100 %

 

(1) Represents the monthly contractual base rent and recoveries from tenants under existing leases as of December 31, 2015, multiplied by twelve. This amount reflects total rent before any rent abatements and includes expense reimbursements, which may be estimates as of such date.

 

 14 
 

 

 

Land   Location   Acres  
2427 Valley View Ln   Farmers Branch, TX     0.31  
Audubon   Adams County, MS     48.20  
Bonneau Land   Farmers Branch, TX     8.39  
Cooks Lane   Fort Worth, TX     23.24  
Dedeaux   Gulfport, MS     10.00  
Denham Springs   Denham Springs, LA     4.38  
Gautier   Gautier, MS     3.46  
Hollywood Casino Tract II   Farmers Branch, TX     13.85  
Lacy Longhorn   Farmers Branch, TX     5.08  
Lake Shore Villas   Humble, TX     19.51  
Lubbock   Lubbock, TX     2.86  
Luna Ventures   Farmers Branch, TX     26.71  
Manhattan   Farmers Branch, TX     32.02  
McKinney 36   Collin County, TX     17.99  
McKinney Ranch   Collin County, TX     35.92  
Minivest   Dallas, TX     0.23  
Nashville   Nashville, TN     11.87  
Nicholson Croslin   Dallas, TX     0.80  
Nicholson Mendoza   Dallas, TX     0.35  
Ocean Estates   Gulfport, MS     12.00  
Senlac   Farmers Branch, TX     8.49  
Texas Plaza   Irving, TX     10.33  
Travis Ranch   Kaufman County, TX     16.80  
Travis Ranch Retail   Kaufman County, TX     8.13  
Union Pacific Railroad   Dallas, TX     0.04  
Valley View 34 (Mercer Crossing)   Farmers Branch, TX     2.19  
Waco Swanson   Waco, TX     21.58  
Willowick   Pensacola, FL     39.78  
Windmills Farm   Kaufman County, TX     2,900.00  
    Total Land/Development     3,284.51  
             
Land Subject to Sales Contract   Location   Acres  
Dominion Tract   Dallas, TX     10.59  
Hollywood Casino Tract I   Farmers Branch, TX     15.52  
LaDue   Farmers Branch, TX     8.01  
Three Hickory   Farmers Branch, TX     6.60  
Travelers   Farmers Branch, TX     193.17  
Walker/Cummings   Dallas County, TX     82.59  
Whorton   Bentonville, AR     64.44  
    Total Land Subject to Sales Contract     380.92  
             
    Total Land     3,665.43  

 

 15 
 

 

ITEM 3. LEGAL PROCEEDINGS

 

Dynex Capital, Inc.

 

          On July 20, 2015, the 68th Judicial District Court in Dallas County, Texas issued its Final Judgment in Cause No. DC-03-00675, styled Basic Capital Management, Inc., American Realty Trust, Inc., Transcontinental Realty Investors, Inc., Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. v. Dynex Commercial, Inc.  The case, which was litigated for more than a decade, had its origin with Dynex Commercial making loans to Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. (subsidiaries of Continental Mortgage & Equity Trust (“CMET”), an entity which merged into TCI in 1999 after the original suit was filed). Under the original loan commitment, $160 million in loans were to be made to the entities. The loans were conditioned on the execution of a commitment between Dynex Commercial and Basic Capital Management, Inc. (“Basic”). 

         An original trial in 2004, which also included Dynex Capital, Inc. as a defendant, resulted in a jury awarding damages in favor of Basic for “lost opportunity,” as well as damages in favor of ART and in favor of TCI and its subsidiaries for “increased costs” and “lost opportunity.”  The original Trial Court judge ignored the jury’s findings, however, and entered a “Judgment Notwithstanding the Verdict” (“JNOV”) in favor of the Dynex entities (the judge held the Plaintiffs were not entitled to any damages from the Dynex entities).  After numerous appeals by all parties, Dynex Capital, Inc. was ultimately dismissed from the case and the remaining claims against Dynex Commercial were remanded to the Trial Court for a new judgment consistent with the jury’s findings.  The Court entered the new Final Judgment against Dynex Commercial, Inc. on July 20, 2015. 

          The Final Judgment entered against Dynex Commercial, Inc. on July 20, 2015 awarded Basic $.256 million in damages, plus pre-judgment interest of $.192 million for a total amount of $.448 million.  The Judgment awarded ART $14.2 million in damages, plus pre-judgment interest of $10.6 million for a total amount of $24.8 million.  The Judgment awarded TCI $11.1 million, plus pre-judgment interest of $8.4 million for a total amount of $19.5 million.  The Judgment also awarded Basic, ART, and TCI post-judgment interest at the rate of 5% per annum from April 25, 2014 until the date their respective damages are paid.  Lastly, the Judgement awarded Basic, ART, and TCI $1.6 million collectively in attorneys’ fees from Dynex Commercial, Inc. 

          The Company is reviewing the Final Judgment with counsel to determine the appropriate steps moving forward now that they have obtained this Final Judgment against Dynex Commercial, Inc.

 

ART and ART Midwest, Inc.

 

In August 2014, David M. Clapper and two entities related to Mr. Clapper (all, collectively, the “Clapper Parties”) filed a complaint in the U. S. District Court against the Company, its directors and certain of its officers alleging purported transactions to the detriment of the Clapper Parties and others by transferring assets, cash and diverting property. Management of the Company believes that there is no basis for this action against the Company and its officers and directors and intends to vigorously defend itself. The August 2014 complaint does not allege any facts relating to the Company, except that the named directors and officers are directors and officers of the Company and that the Company is a Nevada corporation, with its headquarters/principal place of business in Dallas, Texas.

 

The case arises over other litigation, commenced in 1999, among the Clapper Parties and American Realty Trust, Inc. (“ART”) and its former subsidiary, ART Midwest, Inc., originally arising out of a transaction in 1998, in which ART and the Clapper Parties were to form a partnership to own eight residential apartment complexes.  Over the ensuing years, a number of rulings, both for and against ART and ART Midwest, Inc., were issued, resulting in a ruling in October 2011, under which the Clapper Parties were awarded an initial judgment for approximately $74 million, including $26 million in actual damages and $48 million in interest. The 2011 ruling was only against ART and ART Midwest, Inc., but no other entity. During February 2014, the Court of Appeals affirmed a portion of the judgment in favor of the Clapper Parties but also ruled that a double counting of a significant portion of the damages had occurred and remanded the case back to the trial court to recalculate the damage award, as well as pre- and post-judgment interest thereon. ART was also a significant owner of a partnership interest in the partnership that was awarded the initial damages in the matter. 

         As a result of a final Memorandum Opinion and Order issued by the court on January 25, 2016, all claims alleged by the plaintiff against TCI and  IOT have been dismissed.



 16 
 

 

During the fourth quarter of the fiscal year covered by this Report, no proceeding previously reported was terminated.

  

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 17 
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

TCI’s Common stock is listed and traded on the NYSE under the symbol “TCI”. The following table sets forth the high and low sales prices as reported in the consolidated reporting system of the NYSE for the quarters ended:

 

    2015     2014  
    High     Low     High     Low  
First Quarter   $ 12.12     $ 9.50     $ 17.50     $ 8.80  
Second Quarter   $ 12.60     $ 9.50     $ 17.28     $ 11.70  
Third Quarter   $ 14.75     $ 9.85     $ 14.76     $ 9.44  
Fourth Quarter   $ 13.47     $ 8.05     $ 13.90     $ 9.00  

 

On March 11, 2016, the closing price of TCI’s common stock as reported on the NYSE was $11.03 per share, and was held by approximately 2,999 holders of record.

  

TCI’s Board of Directors established a policy that dividend declarations on common stock would be determined on an annual basis following the end of each year. In accordance with that policy, the board determined not to pay any dividends on common stock in 2015, 2014 or 2013. Future distributions to common stockholders will be determined by the Board of Directors in light of conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board.

 

In December 1989, the Board of Directors approved a share repurchase program, authorizing the repurchase of a total of 687,000 shares of TCI’s Common stock. In June 2000, the Board increased this authorization to 1,387,000 shares. On August 10, 2010, the Board of Directors approved an increase in the share repurchase program for up to an additional 250,000 shares of common stock which results in a total authorization under the repurchase program for up to 1,637,000 shares of our common stock. This repurchase program has no termination date. There were no shares repurchased during the year ended December 31, 2015.

 

 

 18 
 

 

ITEM 6. SELECTED FINANCIAL DATA

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

                                         
    For the Years Ended December 31,  
    2015     2014     2013     2012     2011  
    (dollars in thousands, except share and per share amounts)  
EARNINGS DATA                                        
Total operating revenues   $ 102,220     $ 75,858     $ 77,351     $ 78,378     $ 70,888  
Total operating expenses     92,919       75,087       82,722       69,157       103,972  
Operating income (loss)     9,301       771       (5,371 )     9,221       (33,084 )
Other expenses     (36,095 )     (17,613 )     (36,626 )     (20,661 )     (29,009 )
Loss before gain on land sales, non-controlling interest, and taxes     (26,794 )     (16,842 )     (41,997 )     (11,440 )     (62,093 )
Gain (loss) on land sales     18,911       561       (1,073 )     6,935       16,970  
Income tax benefit (expense)     (517 )     20,390       40,949       (1,260 )     (518 )
Net income (loss) from continuing operations     (8,400 )     4,109       (2,121 )     (5,765 )     (45,641 )
Net income (loss) from discontinuing operations     896       37,868       61,630       (2,339 )     (962 )
Net income (loss)     (7,504 )     41,977       59,509       (8,104 )     (46,603 )
Net (income) loss attributable to non-controlling interest     (132 )     (399 )     (979 )     (220 )     282  
Net income (loss) attributable to Transcontinental Realty Investors, Inc.     (7,636 )     41,578       58,530       (8,324 )     (46,321 )
Preferred dividend requirement     (900 )     (1,005 )     (1,110 )     (1,112 )     (1,110 )
Net income (loss) applicable to common shares   $ (8,536 )   $ 40,573     $ 57,420     $ (9,436 )   $ (47,431 )
                                         
PER SHARE DATA                                        
Earnings per share - basic                                        
Income (loss) from continuing operations   $ (1.08 )   $ 0.32     $ (0.50 )   $ (0.84 )   $ (5.55 )
Income (loss) from discontinued operations     0.10       4.42       7.33       (0.28 )     (0.11 )
Net income (loss) applicable to common shares   $ (0.98 )   $ 4.74     $ 6.83     $ (1.12 )   $ (5.66 )
Weighted average common share used in computing earnings per share     8,717,767       8,559,370       8,413,469       8,413,469       8,370,729  
                                         
Earnings per share - diluted                                        
Income (loss) from continuing operations   $ (1.08 )   $ 0.32     $ (0.50 )   $ (0.84 )   $ (5.55 )
Income (loss) from discontinued operations     0.10       4.42       7.33       (0.28 )     (0.11 )
Net income (loss) applicable to common shares   $ (0.98 )   $ 4.74     $ 6.83     $ (1.12 )   $ (5.66 )
Weighted average common share used in computing diluted earnings per share     8,717,767       8,559,370       8,413,469       8,413,469       8,370,729  
                                         
BALANCE SHEET DATA                                        
Real estate, net   $ 844,019     $ 689,121     $ 695,802     $ 896,950     $ 988,339  
Notes and interest receivable, net     69,551       83,457       67,907       59,098       77,371  
Total assets     1,110,204       930,405       897,671       1,045,344       1,160,324  
Notes and interest payables     779,434       608,917       602,845       808,043       884,305  
Stockholders’ equity     225,055       233,448       191,570       133,129       141,284  
Book value per share     25.82       27.27       22.77       15.82       16.88  

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

 

The Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the captions “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

 

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

 

· general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

 

· risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments;

 

· failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully;

 

· risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities);

 

· risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

 

· costs of compliance with the Americans with Disabilities Act and other similar laws and regulations;

 

· potential liability for uninsured losses and environmental contamination;

 

· risks associated with our dependence on key personnel whose continued service is not guaranteed; and

 

· the other risk factors identified in this Form 10-K, including those described under the caption “Risk Factors.”

 

The risks included here are not exhaustive. Other sections of this report, including Part I Item 1A. “Risk Factors,” include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise.

 

Overview

 

We are an externally advised and managed real estate investment company that owns a diverse portfolio of income-producing properties and land held for development. The Company’s portfolio of income-producing properties includes residential apartment communities, office buildings and other commercial properties. Our investment strategy includes acquiring existing income-producing properties as well as developing new properties on land already owned or acquired for a specific development project. We acquire land primarily in in-fill locations or high-growth suburban markets. We are an active buyer and seller of real estate and during 2015 we acquired $130 million and sold $118 million of land and income-producing properties. As of December 31, 2015, we owned 7,983 units in 48 residential apartment communities, eight commercial properties comprising approximately 1.9 million rentable square feet, and a golf course. In addition, we own 3,665 acres of land held for development. The Company currently owns income-producing properties and land in ten states as well as in the U.S. Virgin Islands.

 

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We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties and debt financing primarily in the form of property-specific first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with short-term, variable interest rate construction loans that are converted to long-term, fixed rate amortizing mortgages when the development project is completed and occupancy has been stabilized. The Company will, from time to time, also enter into partnerships with various investors to acquire income-producing properties or land and to sell interests in certain of its wholly-owned properties. When the Company sells assets, it may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable. The Company generates operating revenues primarily by leasing apartment units to residents and leasing office, retail and industrial space to commercial tenants.

 

The Company has historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

 

Since April 30, 2011, Pillar is the Company’s external Advisor and Cash Manager under a contractual arrangement that is reviewed annually by our Board of Directors. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for TCI’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to ARL and IOT. As the contractual Advisor, Pillar is compensated by TCI under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”. TCI has no employees. Employees of Pillar render services to TCI in accordance with the terms of the Advisory Agreement.

 

Effective since January 1, 2011, Regis manages our commercial properties and provides brokerage services. Regis is entitled to receive a fee for its property management and brokerage services. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage”. The Company contracts with third-party companies to lease and manage our apartment communities.

 

Critical Accounting Policies

 

We present our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

 

The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (VIE), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

 

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.

 

For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities are included in consolidated net income. TCI’s investment in ARL is accounted for under the equity method.

 

The Company in accordance with the VIE guidance in ASC 810 “Consolidations” consolidates 48 and 35 multifamily residential properties located throughout the United States at December 31, 2015 and December 31, 2014, respectively, ranging from 32 units to 320 units. Assets totaling $384.5 million and $362.3 million at December 31, 2015 and 2014, respectively, are consolidated and included in “Real estate, at cost” on the balance sheet and are all collateral for their respective mortgage notes payable, none of which are recourse to the partnership in which they are in or to the Company.

 

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Real Estate

 

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities in accordance with ASC Topic 805 “Business Combinations”, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings at replacement cost.

 

We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

 

We record acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases.

 

Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

 

Transfers to or from our parent, ARL, or other related parties reflect a basis equal to the cost basis in the asset at the time of the sale.

 

Depreciation and Impairment

 

Real estate is stated at depreciated cost. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development.

 

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest - Capitalization of Interest” and ASC Topic 970 “Real Estate—General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

 

Management reviews its long-lived assets used in operations for impairment when there is an event or change in circumstances that indicates impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. Fair value is determined by a recent appraisal, comparable based upon prices for similar assets, executed sales contract, a present value and/or a valuation technique based upon a multiple of earnings or revenue. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. If we determine that impairment has occurred, the affected assets must be reduced to their face value.

 

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ASC Topic 360 “Property, Plant and Equipment” requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and the Company will not have significant continuing involvement following the sale. The components of the property’s net income that is reflected as discontinued operations include the net gain (or loss) upon the disposition of the property “held for sale”, operating results, depreciation and interest expense (if the property is subject to a secured loan). We generally consider assets to be “held for sale” when the transaction has been approved by our Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that the property sale within one year is considered probable. Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets.

  

Any properties that are treated as “subject to sales contract” on the Consolidated Balance Sheets and are listed in detail in Schedule III, “Real Estate and Accumulated Depreciation” are those in which we have not recognized the legal sale according to the guidance in ASC 360-20 due to various factors, disclosed in each sale transaction under Item 1 Significant Real Estate Acquisitions/Dispositions and Financing. Any sale transaction where the guidance reflects that a sale had not occurred, the asset involved in the transaction, including the debt, if appropriate, and property operations, remained on the books of the Company. We continue to charge depreciation to expense as a period costs for the property until such time as the property has been classified as held for sale in accordance with guidance reflected in ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”.

 

Investment in Unconsolidated Real Estate Ventures

 

Except for ownership interests in variable interest entities, we account for our investments in unconsolidated real estate ventures under the equity method of accounting because the Company exercises significant influence over, but does not control, these entities. These investments are recorded initially at cost, as investments in unconsolidated real estate ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on the Company’s balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated real estate ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in variable interest entities, the Company consolidates those in which we are the primary beneficiary.

 

Recognition of Rental Income

 

Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. In accordance with ASC Topic 805, we recognize rental revenue of acquired in-place “above-”and “below-market” leases at their fair values over the terms of the respective leases. On our Consolidated Balance Sheets, we include as a receivable the excess of rental income recognized over rental payments actually received pursuant to the terms of the individual commercial lease agreements.

 

Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers; we have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.

 

Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.

 

Revenue Recognition on the Sale of Real Estate

 

Sales and the associated gains or losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment—Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

 

Non-performing Notes Receivable

 

We consider a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.

 

Interest Recognition on Notes Receivable

 

We record interest income as earned in accordance with the terms of the related loan agreements.

 

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Allowance for Estimated Losses

 

We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.

 

Fair Value of Financial Instruments

 

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

 

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:

 

Level 1 Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
Level 2 Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Unobservable inputs that are significant to the fair value measurement.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Related parties

 

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.

 

Results of Operations

 

The discussion of our results of operations is based on management’s review of operations, which is based on our segments. Our segments consist of apartments, commercial buildings, land and other. For discussion purposes, we break these segments down into the following sub-categories; same property portfolio, acquired properties, and developed properties in the lease-up phase. The same property portfolio consists of properties that were held by us for the entire period for both years being compared. The acquired property portfolio consists of properties that we acquired but have not held for the entire period for both periods being compared. Developed properties in the lease-up phase consist of completed projects that are being leased-up. As we complete each phase of the project, we lease-up that phase and include those revenues in our continued operations. Once a developed property becomes leased-up (80% or more) and is held the entire period for both years under comparison, it is considered to be included in the same property portfolio. Income-producing properties that we have sold during the year are reclassified to discontinued operations for all periods presented. The other segment consists of revenue and operating expenses related to the notes receivable and corporate entities.

 

The following discussion is based on our Consolidated Statements of Operations for the twelve months ended December 31, 2015, 2014, and 2013 as included in Item 8. “Financial Statements and Supplementary Data”. The prior year’s property portfolios have been adjusted for subsequent sales. Continuing operations relates to income-producing properties that were held during those years as adjusted for sales in the subsequent years.

 

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At December 31, 2015, 2014 and 2013, we owned or had interests in a portfolio of 57, 45 and 45 income-producing properties, respectively. The total property portfolio represents all income-producing properties held as of December 31 for the year presented. Sales subsequent to year end represent properties that were held as of year-end for the years presented, but sold in subsequent years. Continued operations represents all properties that have not been reclassed to discontinued operations as of December 31, 2015 for the year presented. The table below shows the number of income-producing properties held by year:

 

    2015     2014     2013  
                         
Continued operations     57       44       39  
Sales subsequent to year end           1       6  
Total property portfolio     57       45       45  

 

Comparison of the year ended December 31, 2015 to the same year ended 2014:

 

For the twelve months ended December 31, 2015, we reported net loss applicable to common shares of ($8.5) million or ($0.98) per diluted earnings per share, as compared to a net income applicable to common shares of $40.6 million or $4.74 per diluted earnings per share for the same year ended 2014. The current year net loss applicable to common shares of ($8.5) million includes gain on land sales of $18.9 million and net income from discontinued operations of $.9 million, as compared to the prior year net income applicable to common shares of $40.6 million which includes gain on land sales of $0.6 million and net income from discontinued operations of $37.9 million.

 

Revenues

 

Rental and other property revenues were $102.2 million for the twelve months ended December 31, 2015. This represents an increase of $26.3 million, as compared to the prior year revenues of $75.9 million. This increase in revenues is mainly due to the addition of several properties to the apartment portfolio and the commercial portfolio. The change by segment is reflected in an increase in the apartment portfolio of $16.1 million and an increase in the commercial portfolio of $10.2 million. Our apartment portfolio continues to excel in the current economic conditions with occupancies averaging over 94% and increasing rental rates. We have been able to surpass expectations due to the high-quality product offered, strength of our management team and our commitment to our tenants. The increase in the commercial segment is due to a high rise in the occupancy rate of the commercial complexes, in 2015 the average occupancy rate was over 86%. Our commercial portfolio is performing significantly better than in previous periods and we anticipate that it will continue to improve as the Company has been successful in attracting high-quality tenants and expects to continue to see the benefits of those new leases in the future. We continue to work aggressively to attract new tenants and strive for continuous improvement of our properties in order to maintain our existing tenants.

 

Expenses

 

Property operating expenses were $52.3 million for the twelve months ended December 31, 2015. This represents an increase of $12.9 million, as compared to the prior year operating expenses of $39.4 million. This change, by segment, is an increase in the apartment portfolio of $8.3 million and an increase in the commercial portfolio of $4.6 million. Within the apartment portfolio there was an increase of $5.9 million in the acquired properties portfolio and an increase of $2.4 million in the same property portfolio. Within the commercial portfolio there was an increase of $3.6 million in the acquired properties portfolio and an increase of $1.0 million in the same store properties. The increase in the apartment portfolio was due to the acquisition of new properties throughout the year. The increase in the commercial portfolio was due to an acquisition of a property within the year and an increase in real estate taxes.

 

Depreciation and amortization expenses were $21.3 million for the twelve months ended December 31, 2015. This represents an increase of $3.9 million as compared to prior year depreciation of $17.4 million. Within the apartment and commercial portfolios, the majority of this change is due to the acquisition of new properties and an increase in tenant improvements and repairs projects.

 

General and administrative expenses were $5.5 million dollars for the twelve months ended December 31, 2015. This represents a decrease of $1.7 million, as compared to the prior year general and administrative expenses of $7.2 million. This change is mainly due to a decrease in the other portfolio of $1.6 million resulting from a decrease in franchise taxes.

 

The provision for impairment of notes receivable, investment in real estate partnerships, and real estate assets was $5.3 million for the year ended December 31, 2015. There was no provision for impairment expense in the prior year. For the year ended the Company provided an impairment of $5.3 million for the golf course and related assets located in the U.S. Virgin Islands. This impairment relates to the decision to sell the development parcels in the U.S. Virgin Islands and the resultant decrease in the estimated fair value of the remaining assets.

 

Net income fee was $.2 million for the twelve months ended December 31, 2015. This represents a decrease of $3.5 million, as compared to the prior year net income fee of $3.7 million. The net income fee paid to Pillar is calculated at 7.5% of net income.

 

Advisory fees were $8.4 million for the twelve months ended December 31, 2015. This represents an increase of $1.0 million, as compared to the prior year advisory fees of $7.4 million. 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.

 

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Other income (expense)

 

Interest income was $10.7 million for the twelve months ending December 31, 2015. This represents a decrease of $1.5 million, as compared to the prior year interest income of $12.2 million dollars. This decrease is due to the recognition of uncollectable interest on a note receivable in the prior year.

 

Mortgage and loan interest expense was $41.6 million for the twelve months ended December 31, 2015. This represents an increase of $10.7 million, as compared to the prior year expense of $30.9 million. This change, by segment, is an increase in the apartment portfolio of $2.2 million, an increase in the commercial portfolio of $1.2 million and an increase in the other portfolio of $7.3 million. Within the apartment and commercial portfolios, the majority of the increase is due to the acquisition of new properties, offset by loan refinancings at lower rates. Within the other portfolio, the increase is due to incurring new mezzanine debt obligations.

 

Loan charges and prepayment penalties were $5.0 million for the twelve months ended December 31, 2015. This represents an increase of $2.2 million, as compared to the prior year expense of $2.8 million. This change is mainly due to refinancing and prepayment penalties made on some of our existing loans.

 

Litigation settlement expenses were $0.4 million for the twelve months ended December 31, 2015. This represents an increase of $3.9 million, as compared to the prior year credit of $3.6 million. This variance is due to the settlement of a debt resulting in a gain of $3.5 million in the prior year.

 

Gain on land sales was $18.9 million for the twelve months ended December 31, 2015. In the current year we sold 578.8 acres land in six transactions for a sales price of $102.9 million and recorded a gain of $18.9 million.

 

Discontinued Operations

 

Prior to January 1, 2015, we applied the provisions of ASC 360, “Property, Plant and Equipment”, which requires that long-lived assets that are to be disposed of by sale be measured at the lesser of (1) book value or (2) fair value less cost to sell. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions.

 

Effective January 1, 2015, the Company adopted the provisions of ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changes the criteria of ASC 360 related to determining which disposals qualify to be accounted for as discontinued operations and modifies related reporting and disclosure requirements.

 

Disposals representing a strategic shift in operations that have a major effect on a company’s operations and financial results will be presented as discontinued operations. Companies will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. The new standard was effective January 1, 2015. Adoption of this standard will result in substantially fewer of the Company’s dispositions meeting the discontinued operations criteria.

 

Amounts included in discontinued operations represent the residual amounts from sales classified as discontinued operations prior to January1, 2015. There were no sales in 2015 that qualify for discontinued operations.

 

 26 
 

 

Discontinued operations prior to January 2015 relate to properties that were either sold or held for sale as of the respective year end. The gains on sale of the properties sold are also included in the discontinued operations for those years as shown in the table below (dollars in thousands):

             
    For the Years Ended December 31,  
    2015     2014  
Revenues:                
Rental and other property revenues   $ 355     $ 5,612  
      355       5,612  
Expenses:                
Property operating expenses     (345 )     2,350  
Depreciation           751  
General and administrative     99       515  
Total operating expenses     (246 )     3,616  
                 
Other income (expense):                
Other income (expense)     45       (508 )
Mortgage and loan interest     (2 )     (3,204 )
Loan charges and prepayment penalties           (1,656 )
Earnings from unconsolidated subsidiaries and investees           1  
Litigation settlement           (250 )
Total other expenses     43       (5,617 )
                 
Loss from discontinued operations before gain on sale of real estate and taxes     644       (3,621 )
Gain on sale of real estate from discontinued operations     735       61,879  
Income tax expense     (483 )     (20,390 )
Income from discontinued operations   $ 896     $ 37,868  

 

Comparison of the year ended December 31, 2014 to the same year ended 2013:

 

For the twelve months ended December 31, 2014, we reported net income applicable to common shares of $40.6 million or $4.74 per diluted earnings per share, as compared to a net income applicable to common shares of $57.4 million or $6.83 per diluted earnings per share for the same year ended 2013. The 2014 net income applicable to common shares of $40.6 million includes loss on land sales of $1.0 million, , net income from discontinued operations of $37.9 million, with no provisions on the impairment of note receivable and real estate assets in 2014, as compared to the prior year net income applicable to common shares of $57.4 million, which includes loss on land sales of $1.1 million, net income from discontinued operations of $61.6 million, and provisions on the impairment of notes receivable and real estate assets of $11.3 million.

 

Revenues

 

Rental and other property revenues were $75.9 million for the twelve months ended December 31, 2014. This represents a decrease of $1.5 million, as compared to the prior year revenues of $77.4 million. This change, by segment, is an increase in the apartment portfolio of $2.4 million, offset by a decrease in the commercial portfolio of $3.8 million and a decrease in the other portfolio of $0.1 million. Within the apartment portfolio, the increase is due primarily to increased rental rates and occupancy. Our apartment portfolio continues to thrive in the current economic conditions. Within the commercial portfolio, the same properties decreased by $3.8 million related to some larger square-foot tenants down-sizing or moving out. We continue to market our properties aggressively to attract new tenants and strive for continuous improvement of our properties in order to maintain our existing tenants.

 

Expenses

 

Property operating expenses were $39.5 million for the twelve months ended December 31, 2014. This represents an increase of $2.8 million, as compared to the prior year operating expenses of $36.7 million. This change, by segment, is an increase in the apartment portfolio of $1.2 million, an increase in the commercial portfolio of $1.4 million, and an increase in the land portfolio by $0.2 million. Within the apartment portfolio, the majority of the increase was due to tax refunds received for several properties in the prior year, an increase in real estate taxes, as well as some non-recurring repair projects completed in 2014. In the commercial segment, the increase was due to an increase in occupancy as well as tax refunds received in the prior year. Within the land portfolio, the increase was mainly due to an increase in real estate taxes and professional services.

 

Depreciation expense was $17.4 million for the twelve months ended December 31, 2014. This represents an increase of $1.6 million, as compared to the prior year expense of $15.8 million. The majority of this change is in the commercial portfolio related to an increase in tenant improvements.

 

 27 
 

 

General and administrative expenses were $7.2 million for the twelve months ended December 31, 2014. This represents an increase of $0.9 million, as compared to the prior year expenses of $6.3 million. This change, by segment, is a decrease in the land portfolio of $0.6 million and an increase in the other portfolio of $1.5 million.

 

There was no provision for impairment of notes receivable, investment in real estate partnerships, and real estate assets for the year ended December 31, 2014. This was a decrease of $11.3 million as compared to the prior year expense of $11.3 million. In the prior year, impairment was recorded as an additional loss in the commercial and land portfolios. In our commercial segment, an impairment reserve of $9.6 million was taken to adjust for the appraised value of the building. In our land portfolio, an impairment of $1.5 million was taken based on a potential sale of land at a value lower than book basis. The remaining $0.2 million in impairment reserves were related to provisions for losses taken to our notes receivable.

 

Net income fee was $3.7 million for the twelve months ended December 31, 2014. This represents an decrease of $0.4 million, as compared to the prior year net income fee of $4.1 million. The net income fee paid to Pillar is calculated at 7.5% of net income.

 

Advisory fees were $7.4 million for the twelve months ended December 31, 2014. This represents a decrease of $1.1 million, as compared to the prior year advisory fees of $8.5 million. 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.

 

Other income (expense)

 

Interest income was $12.2 million for the twelve months ending December 31, 2014. This represents a decrease of $1.6 million, as compared to the prior year interest income of $13.8 million dollars. This decrease is due to the recognition of uncollectable interest in the prior year on two of the UHF notes receivable, offset by an increase in interest received from our Advisor.

 

Other income was $0.4 million for the twelve months ending December 31, 2014. This represents a decrease of $7.4 million as compared to the prior year other income of $7.8 million. The decrease is primarily due to the December 30, 2013 Mercer/Travelers land mortgage note buyout, which was paid off at a discounted rate.

 

Mortgage and loan interest expense was $28.4 million for the twelve months ended December 31, 2014. This represents a decrease of $1.3 million, as compared to the prior year expense of $29.7 million. This change by segment, is a decrease in the apartment portfolio of $0.9 million and a decrease in the land portfolio of $1.6 million, offset by an increase in the other portfolio of $1.1 million and an increase in the commercial portfolio of $0.1 million. Within the apartment portfolio, the majority of the decrease is due to the refinances closed with long-term, low interest rates. The decrease in the land portfolio relates to principal payments made during the prior years, thereby requiring less future interest to be paid on debt obligations. Within the other portfolio, the majority of the increase is due to the securing of a new loan in 2014, offset by a decrease in the interest owed to our Advisor.

 

Loan charges and prepayment penalties were $2.8 million for the twelve months ended December 31, 2014. This represents a decrease of $2.4 million, as compared to the prior year expense of $5.2 million. There were fewer refinances completed in 2014 than in the prior year.

 

Litigation settlement expenses were a credit of $3.6 million for the twelve months ended December 31, 2014. This represents a decrease of $23.9 million, as compared to the prior year expense of $20.3 million. The majority of the credit to the 2014 litigation expense is due to the settlement with the lender relating to a commercial property in which the balance in the amount of $3.5 million was forgiven. Matters were settled in the prior year in order to avoid future litigation and legal expenses.

 

Gain on land sales was $0.6 million for the twelve months ended December 31, 2014. In 2014, we sold 76.3 acres of land in six transactions for an aggregate sales price of $8.1 million and recorded a gain of $0.6 million.

 

 28 
 

 

Discontinued Operations

 

Discontinued operations relates to properties that were either sold or held for sale as of the respective year end. Included in discontinued operations are a total of 5 and 19 income-producing properties as of 2014 and 2013, respectively. The prior periods’ discontinued operations have been adjusted to reflect properties held during those years that were subsequently sold or held for sale as of December 31, 2014. In 2014 we sold three apartment complexes and two commercial buildings. In 2013 we sold 11 apartment complexes and four commercial properties. The operations related to these properties sold are reclassified to prior years discontinued operations. The gains on sale of the properties sold are also included in the discontinued operations for those years as shown in the table below (dollars in thousands):

                 
    For the Years Ended December 31,  
    2014     2013  
Revenues:                
Rental and other property revenues   $ 5,612     $ 34,922  
      5,612       34,922  
Expenses:                
Property operating expenses     2,350       16,480  
Depreciation     751       5,563  
General and administrative     515       950  
Total operating expenses     3,616       22,993  
                 
Other income (expense):                
Other income     (508 )     44  
Mortgage and loan interest     (3,204 )     (11,097 )
Loan charges and prepayment penalties     (1,656 )     (3,245 )
Earnings from unconsolidated subsidiaries and investees     1       30  
Litigation settlement     (250 )     (250 )
Total other expenses     (5,617 )     (14,518 )
                 
Loss from discontinued operations before gain on sale of real estate and taxes     (3,621 )     (2,589 )
Gain on sale of real estate from discontinued operations     61,879       97,405  
Income tax benefit (expense)     (20,390 )     (33,186 )
Income (loss) from discontinued operations   $ 37,868     $ 61,630  

 

Liquidity and Capital Resources

 

General

 

Our principal liquidity needs are:

 

· fund normal recurring expenses;

 

· meet debt service and principal repayment obligations including balloon payments on maturing debt;

 

· fund capital expenditures, including tenant improvements and leasing costs;

 

· fund development costs not covered under construction loans; and

 

· fund possible property acquisitions.

 

Our principal sources of cash have been and will continue to be:

 

· property operations;

 

· proceeds from land and income-producing property sales;

 

· collection of mortgage notes receivable;

 

· collections of receivables from related companies;

 

· refinancing of existing mortgage notes payable; and

 

· additional borrowings, including mortgage notes payable, and lines of credit.

 

It is important to realize that the current status of the banking industry has had a significant effect on our industry. The banks’ willingness and/or ability to originate loans affects our ability to buy and sell property, and refinance existing debt. We are unable to foresee the extent and length of this down-turn. A continued and extended decline could materially impact our cash flows. We draw on multiple financing sources to fund our long-term capital needs. We generally fund our development projects with construction loans, which are converted to traditional mortgages upon completion of the project.

 

We may also issue additional equity securities, including common stock and preferred stock. Management anticipates that our cash as of December 31, 2015, along with cash that will be generated in 2016 from property operations, may not be sufficient to meet all of our cash requirements. Management intends to selectively sell land and income-producing assets, refinance or extend real estate debt and seek additional borrowings secured by real estate to meet its liquidity requirements. Although history cannot predict the future, historically, we have been successful at refinancing and extending a portion of the Company’s current maturity obligations.

 

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Management reviews the carrying values of TCI’s properties and mortgage notes receivable 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. The property review generally includes: (1) selective property inspections; (2) a review of the property’s current rents compared to market rents; (3) a review of the property’s expenses; (4) a review of maintenance requirements; (5) a review of the property’s cash flow; (6) discussions with the manager of the property; and (7) a review of properties in the surrounding area. For notes receivable, impairment is considered to exist if it is probable that all amounts due under the terms of the note will not be collected. If impairment is found to exist, a provision for loss is recorded by a charge against earnings. The note receivable review includes an evaluation of the collateral property securing such note.

 

Cash Flow Summary

 

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows in Part II, Item 8. “Consolidated Financial Statements and Supplementary Data” and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below (dollars in thousands):

                   
    2015     2014     Variance  
                         
Net cash used in operating activities   $ (50,919 )   $ (29,382 )   $ (21,537 )
Net cash provided by (used in) investing activities   $ (139,823 )   $ 28,904     $ (168,727 )
Net cash provided by (used in) financing activities   $ 193,712     $ (3,407 )   $ 197,119  

 

The primary use of cash for operations is daily operating costs, general and administrative expenses, advisory fees, and land holding costs. Our primary source of cash from operating activities is from rental income on properties.

 

Our primary cash outlays for investing activities are for construction and development, acquisition of land and income-producing properties, and capital improvements to existing properties. Our primary sources of cash from investing activities are from the proceeds on the sale of land and income-producing properties. We received more proceeds from land sales in the current period than in the prior period. In addition, we acquired 12 residential properties and one commercial property.

 

Our primary sources of cash from financing activities are from proceeds on notes payables. Our primary cash outlays are for recurring debt payments and payments on maturing notes payable. The proceeds from new financings in the current period allowed us to pay down more debt, as compared to the prior period. Additionally, proceeds from land sales were used to retire debt obligations.

 

Equity Investments

 

TCI has from time to time purchased shares of IOT and ARL. The Company may purchase additional equity securities of IOT and ARL through open market and negotiated transactions to the extent TCI’s liquidity permits.

 

Equity securities of ARL and IOT held by TCI may be deemed “restricted securities” under Rule 144 of the Securities Act of 1933 (“Securities Act”). Accordingly, TCI may be unable to sell such equity securities other than in a registered public offering or pursuant to an exemption under the Securities Act for a one-year period after they are acquired. Such restrictions may reduce TCI’s ability to realize the full fair value of such investments if TCI attempted to dispose of such securities in a short period of time.

 

Contractual Obligations

 

We have contractual obligations and commitments primarily with regards to the payment of mortgages. The following table aggregates our expected contractual obligations and commitments and includes items not accrued, per GAAP, through the term of the obligation such as interest expense and operating leases. Our aggregate obligations subsequent to December 31, 2015, are shown in the table below (dollars in thousands):

                                         
    Total     2016     2017     2018-2020     Thereafter  
Long-term debt obligation (1)   $ 1,241,510     $ 113,893     $ 56,198     $ 290,735     $ 780,684  
Capital lease obligation                              
Operating lease obligation     18,059       278       284       887       16,610  
Purchase obligation                              
Other long-term debt liabilities reflected on the Registrant’s Balance Sheet under GAAP                              
Total   $ 1,259,569     $ 114,171     $ 56,482     $ 291,622     $ 797,294  

 

(1) TCI’s long-term debt may contain financial covenants that, if certain thresholds are not met, could allow the lender to accelerate principal payments or cause the note to become due immediately.

 

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Environmental Matters

 

Under various federal, state and local environmental laws, ordinances and regulations, TCI 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 TCI’s business, assets or results of operations.

 

Inflation

 

The effects of inflation on TCI’s operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect sales values of properties and the ultimate gain to be realized from property sales. To the extent that inflation affects interest rates, TCI’s earnings from short-term investments, the cost of new financings and the cost of variable interest rate debt will be affected.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

TCI’s primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments that bear interest at variable rates that fluctuate with market interest rates and maturing debt that has to be refinanced. TCI’s future operations, cash flow and fair values of financial instruments are also partially dependent on the then existing market interest rates and market equity prices.

 

As of December 31, 2015, our $796.8 million debt portfolio consisted of approximately $758.7 million of fixed-rate debt and approximately $38.1 million of variable-rate debt with interest rates ranging from 4.75% to 6.50%. Our overall weighted average interest rate at December 31, 2015 and 2014 was 4.54% and 4.72%, respectively.

 

TCI’s interest rate sensitivity position is managed by the capital markets department. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. TCI’s earnings are affected as changes in short-term interest rates affect its cost of variable-rate debt and maturing fixed-rate debt.

 

If market interest rates for variable-rate debt average 100 basis points more in 2016 than they did during 2015, TCI’s interest expense would increase and net income would decrease by $0.4 million. This amount is determined by considering the impact of hypothetical interest rates on TCI’s borrowing cost. The analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, management would likely take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in TCI’s financial structure.

 

 31 
 

 

The following table contains only those exposures that existed at December 31, 2015. Anticipation of exposures or risk on positions that could possibly arise was not considered. TCI’s ultimate interest rate risk and its effect on operations will depend on future capital market exposures, which cannot be anticipated with a probable assurance level (dollars in thousands):

                                                         
    2016     2017     2018     2019     2020     Thereafter     Total  
Assets                                                        
Market securities at fair value                                                   $  
Note Receivable                                                        
Variable interest rate - fair value                                                   $  
Instruments’ maturities   $     $     $     $     $     $     $  
Instruments’ amortization                                          
Interest                                          
Average Rate     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %        
                                                         
Fixed interest rate - fair value                                                   $ 66,818  
Instruments’ maturities   $ 503     $ 2,644     $ 11,645     $ 496     $ 5,907     $ 45,623     $ 66,818  
Instruments’ amortization                                          
Interest     7,958       7,882       7,566       6,232       5,506       65,697       100,841  
Average Rate     12.00 %     11.89 %     11.88 %     11.98 %     10.68 %     12.00 %        

                                                         
    2016     2017     2018     2019     2020     Thereafter     Total  
Notes Payable                                                        
Variable interest rate - fair value                                                   $ 38,159  
Instruments’ maturities   $ 25     $ 1,298     $     $     $     $     $ 1,323  
Instruments’ amortization     34,158       2,678                               36,836  
Interest     893       98                               991  
Average Rate     5.68 %     6.43 %     0.00 %     0.00 %     0.00 %     0.00 %        
                                                         
Fixed interest rate - fair value                                                   $ 758,687  
Instruments’ maturities   $ 8,783     $ 2,642     $ 29,594     $ 20,313     $ 115,495     $ 36,149     $ 212,976  
Instruments’ amortization     36,560       16,963       14,296       14,310       11,875       451,707       545,711  
Interest     33,474       32,520       31,546       29,424       23,883       292,827       443,674  
Average Rate     6.34 %     6.28 %     6.39 %     6.52 %     5.68 %     3.72 %        

 

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

     
    Page
     
Financial Statements    
Report of Independent Registered Public Accounting Firm   35
Consolidated Balance Sheets—December 31, 2015 and 2014   36
Consolidated Statements of Operations—Years Ended December 31, 2015, 2014 and 2013   37
Consolidated Statements of Shareholders’ Equity—Years Ended December 31, 2015, 2014 and 2013   38
Consolidated Statements of Cash Flows—Years Ended December 31, 2015, 2014 and 2013   39
Statements of Consolidated Comprehensive Income (Loss) – Years Ended December 31, 2015, 2014 and 2013   40
Notes to Consolidated Financial Statements   41
     
Financial Statement Schedules    
Schedule III—Real Estate and Accumulated Depreciation   62
Schedule IV—Mortgage Loans on Real Estate   66

 

All other schedules are omitted because they are not required, are not applicable or the information required is included in the Financial Statements or the notes thereto.

 

 34 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of and

Stockholders of Transcontinental Realty Investors, Inc.

Dallas, Texas

 

We have audited the accompanying consolidated balance sheets of Transcontinental Realty Investors, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. Transcontinental Realty Investors, Inc’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

As described in Note 16, Transcontinental Realty Investors, Inc.’s management intends to sell land and income-producing properties and refinance or extend debt secured by real estate to meet the Company’s liquidity needs.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Transcontinental Realty Investors, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. Schedules III and IV are presented for the purpose of complying with the Securities and Exchange Commission’s rules and are not a required part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the consolidated financial statements and, in our opinion, fairly state, in all material respects, the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

 

Farmer, Fuqua & Huff, Pc

 

Richardson, Texas

March 30, 2016

 

 35 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

                 
    December 31,
2015
    December 31,
2014
 
  (dollars in thousands, except share
and par value amounts)
 
Assets                
Real estate, at cost   $ 935,635     $ 781,794  
Real estate subject to sales contracts at cost, net of depreciation ($0 in 2015 and $2,300 in 2014)     47,192       20,395  
Less accumulated depreciation     (138,808 )     (113,068 )
Total real estate     844,019       689,121  
Notes and interest receivable                
Performing (including $64,181 in 2015 and $77,853 in 2014 from related parties)     71,376       84,863  
Non-Performing           584  
Less allowance for estimated losses (including $1,825 in 2015 and $1,825 in 2014 from related parties)     (1,825 )     (1,990 )
Total notes and interest receivable     69,551       83,457  
Cash and cash equivalents     15,171       12,201  
Restricted cash     44,060       48,238  
Investments in unconsolidated subsidiaries and investees     5,243       1,543  
Receivable from related party     90,515       58,404  
Other assets     41,645       37,441  
Total assets   $ 1,110,204     $ 930,405  
                 
Liabilities and Shareholders’ Equity                
Liabilities:                
Notes and interest payable   $ 772,636     $ 588,749  
Notes related to assets held for sale     376       1,552  
Notes related to subject to sales contracts     6,422       18,616  
Deferred revenue (including $50,645 in 2015 and $51,356 in 2014 from related parties)     71,021       51,356  
Accounts payable and other liabilities (including $3,060 in 2015 and $4,909 in 2014 from related parties)     34,694       36,684  
      885,149       696,957  
                 
Shareholders’ equity:                
Preferred stock, Series C: $0.01 par value, authorized 10,000,000 shares, issued and outstanding zero shares in 2015 and 2014 (liquidation preference $100 per share). Series D: $0.01 par value, authorized, issued and outstanding 100,000 shares in 2015 and 2014 (liquidation preference $100 per share)     1       1  
Common Stock, $0.01 par value, authorized 10,000,000 shares, issued 8,717,967 shares in 2015 and 2014 and outstanding 8,717,767 in 2015 and 2014     87       87  
Treasury stock at cost, 200 shares in 2015 and 2014     (2 )     (2 )
Paid-in capital     270,749       271,649  
Retained earnings     (64,087 )     (56,451 )
Total Transcontinental Realty Investors, Inc. shareholders’ equity     206,748       215,284  
Non-controlling interest     18,307       18,164  
Total shareholders’ equity     225,055       233,448  
Total liabilities and shareholders’ equity   $ 1,110,204     $ 930,405  

 

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

 

 36 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

                   
    For the Years Ended December 31,  
    2015     2014     2013  
    (dollars in thousands, except per share amounts)  
Revenues:                        
Rental and other property revenues (including $726, $701 and $670 for the year ended 2015, 2014 and 2013, respectively, from related parties)   $ 102,220     $ 75,858     $ 77,351  
                         
Expenses:                        
Property operating expenses (including $740, $606 and $661 for the year ended 2015, 2014 and 2013, respectively, from related parties)     52,257       39,484       36,669  
Depreciation and amortization     21,299       17,398       15,842  
General and administrative (including $3,105, $2,802 and $2,765 for the year ended 2015, 2014 and 2013, respectively, from related parties)     5,508       7,163       6,308  
Provision on impairment of notes receivable and real estate assets     5,300             11,320  
Net income fee to related party     187       3,669       4,089  
Advisory fee to related party     8,368       7,373       8,494  
Total operating expenses     92,919       75,087       82,722  
Net operating income (loss)     9,301       771       (5,371 )
Other income (expense):                        
Interest income (including $10,071, $11,469 and $13,823 for the year ended 2015, 2014 and 2013, respectively, from related parties)     10,687       12,194       13,790  
Other income     71       403       7,847  
Mortgage and loan interest (including $0, $31, and $1,761 for the year ended 2015, 2014 and 2013, respectively, from related parties)     (41,586 )     (30,877 )     (32,276 )
Loan charges and prepayment penalties     (4,955 )     (2,804 )     (5,219 )
Gain (loss) on the sale of investments     (1 )     (92 )     (283 )
Income (loss) from unconsolidated joint ventures and investees     41       (28 )     (172 )
Litigation settlement     (352 )     3,591       (20,313 )
Total other expenses     (36,095 )     (17,613 )     (36,626 )
Loss before gain (loss) on land sales, non-controlling interest, and taxes     (26,794 )     (16,842 )     (41,997 )
Gain (loss) on land sales     18,911       561       (1,073 )
Net loss from continuing operations before taxes     (7,883 )     (16,281 )     (43,070 )
Income tax benefit (expense)     (517 )     20,390       40,949  
Net income (loss) from continuing operations     (8,400 )     4,109       (2,121 )
Discontinued operations:                        
Net income (loss) from discontinued operations     644       (3,621 )     (2,589 )
Gain on sale of real estate from discontinued operations     735       61,879       97,405  
Income tax benefit (expense) from discontinued operations     (483 )     (20,390 )     (33,186 )
Net income (loss) from discontinued operations     896       37,868       61,630  
Net income (loss)     (7,504 )     41,977       59,509  
Net income (loss) attributable to non-controlling interest     (132 )     (399 )     (979 )
Net income (loss) attributable to Transcontinental Realty Investors, Inc.     (7,636 )     41,578       58,530  
Preferred dividend requirement     (900 )     (1,005 )     (1,110 )
Net income (loss) applicable to common shares   $ (8,536 )   $ 40,573     $ 57,420  
                         
Earnings per share - basic                        
Net income (loss) from continuing operations   $ (1.08 )   $ 0.32     $ (0.50 )
Net income (loss) from discontinued operations     0.10       4.42       7.33  
Net income (loss) applicable to common shares   $ (0.98 )   $ 4.74     $ 6.83  
                         
Earnings per share - diluted                        
Net income (loss) from continuing operations   $ (1.08 )   $ 0.32     $ (0.50 )
Net income (loss) from discontinued operations     0.10       4.42       7.33  
Net income (loss) applicable to common shares   $ (0.98 )   $ 4.74     $ 6.83  
                         
Weighted average common shares used in computing earnings per share     8,717,767       8,559,370       8,413,469  
Weighted average common shares used in computing diluted earnings per share     8,717,767       8,559,370       8,413,469  
                         
Amounts attributable to Transcontinental Realty Investors, Inc.                        
Net income (loss) from continuing operations   $ (8,532 )   $ 3,710     $ (3,100 )
Net income (loss) from discontinued operations     896       37,868       61,630  
Net income (loss)   $ (7,636 )   $ 41,578     $ 58,530  

 

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

 

 37 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Years Ended December 31, 2015

(dollars in thousands)

                                                                               
          Comprehensive     Preferred     Common Stock     Treasury     Paid-in     Retained     Accumulated Other Comprehensive     Non-
Controlling
 
    Total     Income (Loss)     Stock     Shares     Amount     Stock     Capital     Earnings     Income (Loss)     Interest  
Balance, December 31, 2012   $ 133,129     $ (159,156 )   $ 1       8,413,669     $ 84     $ (2 )   $ 272,774     $ (156,559 )   $     $ 16,831  
Series C preferred stock dividends (7.0% per year)     (210 )                                   (210 )                  
Series D preferred stock dividends (9.0% per year)     (900 )                                   (900 )                  
Net income (loss)     59,509       59,509                                     58,530             979  
Sale of controlling interest     56                                     56                    
Distributions to non-controlling interests     (14 )                                                     (14 )
Balance, December 31, 2013   $ 191,570     $ (99,647 )   $ 1       8,413,669     $ 84     $ (2 )   $ 271,720     $ (98,029 )   $     $ 17,796  
Series C preferred stock dividends (7.0% per year)     (106 )                                   (106 )                  
Series D preferred stock dividends (9.0% per year)     (899 )                                   (899 )                  
Net income (loss)     41,977       41,977                                     41,578             399  
Issuance of common stock     937                   304,298       3             934                    
Distributions to non-controlling interests     (31 )                                                     (31 )
Balance, December 31, 2014   $ 233,448     $ (57,670 )   $ 1       8,717,967     $ 87     $ (2 )   $ 271,649     $ (56,451 )   $     $ 18,164  
Series D preferred stock dividends (9.0% per year)     (900 )                                   (900 )                  
Net income (loss)     (7,504 )     (7,504 )                                   (7,636 )           132  
Contributions from non-controlling interests     11                                                       11  
Balance, December 31, 2015   $ 225,055     $ (65,174 )   $ 1       8,717,967     $ 87     $ (2 )   $ 270,749     $ (64,087 )   $     $ 18,307  

 

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

 

 38 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

                         
    For the Years Ended December 31,  
    2015     2014     2013  
    (dollars in thousands)  
Cash Flow From Operating Activities:                        
Net income (loss)   $ (7,504 )   $ 41,977     $ 59,509  
Adjustments to reconcile net income (loss) applicable to common shares to net cash used in operating activities:                        
(Gain) loss on sale of land     (18,911 )     (561 )     1,073  
Gain on sale of income producing properties     (735 )     (61,879 )     (97,405 )
Depreciation and amortization     21,299       18,150       21,404  
Provision on impairment of notes receivable and real estate assets     5,300             11,320  
Amortization of deferred borrowing costs     2,684       3,970       1,349  
Earnings from unconsolidated subsidiaries and investees     (132 )     298       142  
(Increase) decrease in assets:                        
Accrued interest receivable     586       7,648       (8,432 )
Other assets     4,204       2,784       (1,443 )
Prepaid expense     (13,615 )     (1,995 )     (1,722 )
Escrow     2,684       (16,733 )     3,625  
Earnest money     (905 )     (420 )     (310 )
Rent receivables     2,104       (1,486 )     2,445  
Increase (decrease) in liabilities:                        
Accrued interest payable     (710 )     104       (5,262 )
Related party payables     (40,153 )     (6,024 )     (62,437 )
Other liabilities     (7,115)       (15,215 )     9,449  
Net cash used in operating activities     (50,919 )     (29,382 )     (66,695 )
                         
Cash Flow From Investing Activities:                        
Proceeds from notes receivables     10,669       12,504        
Originations of notes receivables     (18,055 )     (35,430 )     (458 )
Acquisition of land held for development           (2,604 )     (83 )
Acquisition of income producing properties     (207,313 )     (78,557 )      
Proceeds from sales of income producing properties             135,074       261,495  
Proceeds from sale of land     107,299       8,777       13,671  
Investment in unconsolidated real estate entities     (596 )     (144 )     3,600  
Improvement of land held for development     (6,158 )     (3,137 )     (399 )
Improvement of income producing properties     (8,952 )     (4,563 )     (7,681 )
Sale of controlling interest                 56  
Construction and development of new properties     (16,717 )     (3,016 )     (1,152 )
Net cash provided by (used in) investing activities     (139,823 )     28,904       269,049  
                         
Cash Flow From Financing Activities:                        
Proceeds from notes payable     403,309       178,514       202,535  
Recurring amortization of principal on notes payable     (15,545 )     (21,352 )     (15,761 )
Payments on maturing notes payable     (186,128 )     (153,595 )     (386,710 )
Deferred financing costs     (7,035 )     (6,875 )     1,791  
Distributions to non-controlling interests     11       (31 )     (14 )
Common stock issuance           937        
Preferred stock dividends - Series C           (106 )     (210 )
Preferred stock dividends - Series D     (900 )     (899 )     (900 )
Net cash provided by (used in) financing activities     193,712       (3,407 )     (199,269 )
                         
Net increase (decrease) in cash and cash equivalents     2,970       (3,885 )     3,085  
Cash and cash equivalents, beginning of period     12,201       16,086       13,001  
Cash and cash equivalents, end of period   $ 15,171     $ 12,201     $ 16,086  
                         
Supplemental disclosures of cash flow information:                        
Cash paid for interest   $ 38,787     $ 30,110     $ 37,776  

 

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

 

 39 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

For the Three Years Ended December 31,

                         
    2015     2014     2013  
    (dollars in thousands)  
                   
Net income (loss)   $ (7,504 )   $ 41,977     $ 59,509  
Comprehensive income attributable to non-controlling interest     (132 )     (399 )     (979 )
Comprehensive income (loss) attributable to Transcontinental Realty Investors, Inc.   $ (7,636 )   $ 41,578     $ 58,530  

 

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

 

 40 
 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

 NOTES TO FINANCIAL STATEMENTS

 

The accompanying Consolidated Financial Statements of Transcontinental Realty Investors, Inc. (“TCI”) and consolidated entities have been prepared in conformity with accounting principles generally accepted in the United States of America, the most significant of which are described in Note 1. “Summary of Significant Accounting Policies.” The Notes to Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. The data presented in the Notes to Consolidated Financial Statements are as of December 31 of each year and for the year then ended, unless otherwise indicated. Dollar amounts in tables are in thousands, except per share amounts.

 

Certain balances for 2014 and 2013 have been reclassified to conform to the 2015 presentation.

 

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Organization and business. TCI, a Nevada corporation, is headquartered in Dallas, Texas and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol (“TCI”).

 

TCI is a “C” corporation for U.S. federal income tax purposes and files an annual consolidated income tax return with American Realty Investors, Inc. ("ARL"), whose common stock is traded on the NYSE under the symbol (“ARL”). Subsidiaries of ARL own approximately 80.90% of the Company’s common stock.

 

In 2009, the Company acquired an additional 2,518,934 shares of common stock of Income Opportunity Realty Investors, Inc. (“IOT”), and in doing so, increased its ownership from approximately 25% to over 80% of the shares of common stock of IOT outstanding. Upon acquisition of the additional shares in 2009, IOT’s results of operations began consolidating with those of the Company for tax and financial reporting purposes. As of December 31, 2015, TCI owned 81.1% of the outstanding IOT common shares. Shares of IOT are traded on the New York Euronext Exchange (“NYSE MKT”) under the symbol (“IOT”).

 

At the time of the acquisition, the historical accounting value of IOT’s assets was $112 million and liabilities were $43 million. In that the shares of IOT acquired by TCI were from a related party, the values recorded by TCI are IOT’s historical accounting values at the date of transfer. The Company’s fair valuation of IOT’s assets and liabilities at the acquisition date approximated IOT’s book value. The net difference between the purchase price and historical accounting basis of the assets and liabilities acquired is $25.9 million and has been reflected by TCI as deferred income. The deferred income will be recognized upon the sale of the land that IOT held on its books as of the date of sale, to an independent third party.

 

TCI’s Board of Directors is responsible for directing the overall affairs of TCI and for setting the strategic policies that guide the Company. As of April 30, 2011, the Board of Directors delegated the day-to-day management of the Company to Pillar Income Asset Management, Inc. (“Pillar”), a Nevada corporation under a written Advisory Agreement that is reviewed annually by TCI’s Board of Directors. The directors of TCI are also directors of ARL and IOT. The Chairman of the Board of Directors of TCI also serves as the Chairman of the Board of Directors of ARL and IOT. The officers of TCI also serve as officers of ARL, IOT and Pillar.

 

Since April 30, 2011, Pillar, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is Realty Advisors, Inc. (“RAI”), a Nevada corporation, the sole shareholder of which is May Realty Holdings, Inc. (“MRHI”, formerly known as Realty Advisors Management, Inc. “RAMI”, effective August 7, 2014), a Nevada corporation, the sole shareholder of which is a trust known as the May Trust, became the Company’s external Advisor and Cash Manager. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for the Company’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to ARL and IOT. As the contractual advisor, Pillar is compensated by TCI under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”. TCI has no employees. Employees of Pillar render services to TCI in accordance with the terms of the Advisory Agreement.

 

Regis Realty Prime, LLC, dba Regis Property Management, LLC (“Regis”), manages our commercial properties and provides brokerage services. Regis receives property management fees and leasing commissions in accordance with the terms of its property-level management agreement. Regis is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage”. TCI engages third-party companies to lease and manage its apartment properties.

 

On January 1, 2012, the Company entered into a development agreement with Unified Housing Foundation, Inc. (“UHF”) a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.

 

 41 
 

 

Our primary business is the acquisition, development and ownership of income-producing residential and commercial real estate properties. In addition, we opportunistically acquire land for future development in in-fill or high-growth suburban markets. From time to time and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing apartment units to residents and leasing office, industrial and retail space to various for-profit businesses as well as certain local, state and federal agencies. We also generate revenues from gains on sales of income-producing properties and land. At December 31, 2015, we owned 48 residential apartment communities comprising of 7,983 units, eight commercial properties comprising an aggregate of approximately 1.9 million rentable square feet, an investment in 3,665 acres of undeveloped and partially developed land, and a golf course comprising of approximately 96 acres.

 

Basis of presentation. The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (VIE), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.

 

In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.

 

For entities in which we have less than a controlling financial interest or entities where it is not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities are included in consolidated net income. TCI’s investment in ARL is accounted for under the equity method.

 

The Company in accordance with the VIE guidance in ASC 810 “Consolidations” consolidates 48 and 35 multifamily residential properties located throughout the United States at December 31, 2015 and December 31, 2014, respectively, ranging from 32 units to 320 units. Assets totaling $384.5 million and $362.3 million at December 31, 2015 and 2014, respectively, are consolidated and included in “Real estate, at cost” on the balance sheet and are all collateral for their respective mortgage notes payable, none of which are recourse to the partnership in which they are in or to the Company.

 

Real estate, depreciation, and impairment. Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements—10-40 years; furniture, fixtures and equipment—5-10 years). We continually evaluate the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360, “Property, Plant and Equipment,” Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC Topic 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.

 

Any properties that are treated as “subject to sales contract” on the Consolidated Balance Sheets and are listed in detail in Schedule III, “Real Estate and Accumulated Depreciation” are those in which we have not recognized the legal sale according to the guidance in ASC 360-20 due to various factors, disclosed in each sale transaction under Item 1 Significant Real Estate Acquisitions/Dispositions and Financing. Any sale transaction where the guidance reflects that a sale had not occurred, the asset involved in the transaction, including the debt, if appropriate, and property operations, remained on the books of the Company. We continue to charge depreciation to expense as a period costs for the property until such time as the property has been classified as held for sale in accordance with guidance reflected in ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”.

 

 42 
 

 

Real estate held for sale. We periodically classify real estate assets as held for sale. An asset is classified as held for sale after the approval of the Company’s board of directors and after an active program to sell the asset has commenced. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying consolidated balance sheets. Upon a decision to no longer market as an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. The operating results of real estate assets held for sale and sold are reported as discontinued operations in the accompanying statements of operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. This classification of operating results as discontinued operations applies retroactively for all periods presented. Additionally, gains and losses on assets designated as held for sale are classified as part of discontinued operations.

 

Cost capitalization. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to planning, developing, initial leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development.

 

A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

 

We capitalize leasing costs which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal costs that may be applicable. We allocate these costs to individual tenant leases and amortize them over the related lease term.

 

Fair value measurement. We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.

 

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows: 

     
Level 1 Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.
Level 2 Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Unobservable inputs that are significant to the fair value measurement.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Related parties. We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.

 

Recognition of revenue. Our revenues, which are composed largely of rental income, include rents reported on a straight-line basis over the lease term. In accordance with ASC 805 “Business Combinations”, we recognize rental revenue of acquired in-place “above-” and “below-market” leases at their fair values over the terms of the respective leases.

 

Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers; we have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.

 

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Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.

 

Sales and the associated gains or losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment—Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, the Company defers some or all of the gain recognition and accounts for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

 

Non-performing notes receivable. We consider a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.

 

Interest recognition on notes receivable. We record interest income as earned in accordance with the terms of the related loan agreements.

 

Allowance for estimated losses. We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.

 

Cash equivalents. For purposes of the Consolidated Statements of Cash Flows, all highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. Restricted cash consists of cash reserved primarily for specific uses such as insurance, property taxes and replacement reserves.

 

Concentration of credit risk. The Company maintains its cash balances at commercial banks and through investment companies, the deposits of which are insured by the Federal Deposit Insurance Corporation (FDIC). At December 31, 2015 and 2014, the Company maintained balances in excess of the insured amount.

 

Earnings per share. Income (loss) per share is presented in accordance with ASC 620 “Earnings per Share”. Income (loss) per share is computed based upon the weighted average number of shares of common stock outstanding during each year.

 

Use of estimates. In the preparation of Consolidated Financial Statements in conformity with GAAP, it is necessary for management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expense for the year ended. Actual results could differ from those estimates.

 

Income taxes. The Company is a “C” corporation” for U.S. federal income tax purposes. The Company and the rest of the ARL group are included in the MRHI, consolidated group for tax purposes. TCI is a member of a tax sharing agreement that specifies the manner in which the group will share the consolidated tax liability and also how certain tax attributes are to be treated among members of the group.

 

Recent accounting pronouncements.

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changes the criteria for determining which disposals qualify to be accounted for as discontinued operations and modifies related reporting and disclosure requirements.

 

Disposals representing a strategic shift in operations, such as a change in a major line of business, a major geographical area or major equity investment, that have a major effect on a company’s operations and financial results will be presented as discontinued operations. If the disposal does qualify as a discontinued operation under ASU 2014-08, the Company will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the disposed component.

 

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The classification of operating results as discontinued operations are applied retroactively for all periods presented. The new standard was effective January 1, 2015. We adopted ASU 2014-08 as of January 1, 2015 and believe future sales of our individual operating properties will no longer qualify as discontinued operations. Adoption of this standard has resulted in substantially fewer of the Company’s dispositions meeting the discontinued operations criteria. See Note 8 below.

 

In May 2014, Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” was issued. This new guidance established a new single comprehensive revenue recognition model and provides for enhanced disclosures. Under the new policy, the nature, timing and amount of revenue recognized for certain transactions could differ from those recognized under existing accounting guidance. This new standard does not affect revenue recognized under lease contracts. ASU 2014-09 is effective for reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this guidance has on its financial position and results of operations, if any.

 

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company has adopted this standard effective June 30, 2015. The accompanying financials have been reclassified to reflect the adoption.

  

In February 2016, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), “Leases” was issued. This new guidance establishes a new model for accounting for leases and provides for enhanced disclosures. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance, if any, on its financial position and results of operations.

 

NOTE 2. REAL ESTATE

 

A summary of our real estate owned as of the end of the year is listed below (dollars in thousands):

 

    2015     2014  
                 
Apartments   $ 626,141     $ 452,631  
Apartments under construction     18,229       1,512  
Commercial properties     201,567       179,171  
Land held for development     89,697       148,480  
Real estate held for sale            
Real estate subject to sales contract     47,192       22,695  
Total real estate, at cost, less impairment     982,827       804,489  
Less accumulated deprecation     (138,808 )     (115,368 )
Total real estate, net of depreciation   $ 844,019     $ 689,121  

 

Expenditures for repairs and maintenance are charged to operations as incurred. Significant betterments are capitalized. When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

  

Depreciation is computed on a straight line basis over the estimated useful lives of the assets as follows: 

   
 Land improvements 25 to 40 years
 Buildings and improvements 10 to 40 years
 Tenant improvements Shorter of useful life or terms of related lease
 Furniture, fixtures and equipment 3 to 7 years

 

Provision for Impairment

 

For the year ended December 31, 2015, the Company provided an impairment of $5.3 million for the golf course and related assets located in the U.S. Virgin Islands. This impairment relates to the decision to sell the development parcels in the U.S. Virgin Islands and the resultant decrease in the estimated fair value of the remaining assets. There was no provision for impairment for the year ended December 31, 2014. In 2013, impairment was recorded as an additional loss in the commercial portfolio of $9.6 million, the land portfolio of $1.5 million and the remaining $0.2 million was related to a provision for losses taken on our notes receivable. A recent appraisal done during the refinance of an office building in Dallas, Texas, resulted in a fair value lower than book basis. The impairment in our land portfolio was due to a potential sale of land at a value lower than book basis.

 

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Fair Value Measurement

 

The Company applies the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures,” to the valuation of real estate assets. The Company is required to assess the fair value of its consolidated real estate assets with indicators of impairment. The value of impaired real estate assets is determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flow of each asset, as well as the income capitalization approach, which considers prevailing market capitalization rates, analyses of recent comparable sales transactions, information from actual sales negotiations and bona fide purchase offers received from third parties. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

  

The fair value measurements used in these evaluations are considered to be Level 2 and 3 valuations within the fair value hierarchy in the accounting rules, as there are significant observable (Level 2) and unobservable inputs (Level 3). Examples of Level 2 inputs the Company utilizes in its fair value calculations are appraisals and bona fide purchase offers from third parties. Examples of Level 3 inputs the Company utilizes in its fair value calculations are discount rates, market capitalization rates, expected lease rental rates, timing of new leases, an estimate of future sales prices and comparable sales prices of similar assets, if available. All of the impairment charges outlined above were recorded in the statements of operations, either in continuing operations or discontinued operations. 


            Fair Value Measurements Using (dollars in thousands):  
December 31, 2015   Fair Value     Level 1     Level 2     Level 3  
                         
Commercial   $ 3,000     $     $ ---     $ 3,000  

A commercial property (golf course) with a carrying value of approximately $8.3 million was written down to its fair value of $3.0 million resulting in an impairment change of $5.3 million. The method used to determine fair value was an analysis of the discounted cash flow of the asset.

There was no provision for impairment for the year ended December 31, 2014.

  

            Fair Value Measurements Using (dollars in thousands):  
December 31, 2013   Fair Value     Level 1     Level 2     Level 3  
                         
Land   $ 849     $     $ 849     $  
Commercial   $ 26,194     $     $ 26,194     $  

 

Land with a carrying amount of $2.4 million was written down to its fair value of $0.8 million resulting in an impairment charge of $1.5 million in 2013. The method used to determine the fair value was to take the debt balance on the collateralized acres plus the book value of the uncollateralized acres.

  

A commercial building with a carrying amount of $35.8 million was written down to its fair value of $26.2 million resulting in an impairment charge of $9.6 million in 2013. The Level 2 input used to determine the fair value above was a third party appraisal.

  

The following is a brief description of the most significant property acquisitions and sales in 2015:

  

Purchases

 

For the year ended December 31, 2015, the Company acquired five income-producing apartment complexes from third parties in the states of Texas (3), Tennessee (1) and Alabama (1), increasing the total number of units by 990, for a combined purchase price of $82.9 million. In addition, the Company acquired seven income-producing apartment complexes from related parties in the states of Texas (2), Florida (2), Tennessee (1), Mississippi (1), and Kansas (1) increasing the total number of units by 1,155, for a combined purchase price of $30.4 million. The Company also purchased a commercial office building in Texas, comprised of 92,723 square feet, for $16.8 million.  

 

Sales

 

For the year ended December 31, 2015, the Company sold approximately 579 acres of land located in Texas to independent third parties for a total sales price of $102.9 million. We recorded a total gain of $18.9 million from the sales. In November 2015, the Company sold approximately 88 acres of land located in the U.S. Virgin Islands to an unrelated party. The sales represents most of the development land owned by the Company in the U.S. Virgin Islands. Total cash consideration for the sale was $33.9 million. We recorded a gain of $12.1 million related to the transaction.

 

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In November 2015, the Company entered into a sales contract with an unrelated party. The contract was for most of the developable land owned by the Company in the Mercer Crossing Development located in Farmers Branch, Texas. In addition, IOT, ARL and RAI also sold land in this transaction. Total consideration for the sale was $75 million. The ultimate allocation of sales proceeds to the parties involved is yet to be determined and will be completed when the final use of the land, certain development commitments are completed and the note is collected.  The agreement between TCI and the other parties related to this transaction provides for TCI to hold the subordinated note from the buyer in the amount of $50 million. At the closing, the note payable to related parties of $16.1 million was paid off. Due to an inadequate down payment from the buyer and the level of seller financing involved, the transaction is being accounted for under the deposit method. Under the deposit method, no revenue is recognized and the asset sold remains on the books until the criteria for full revenue recognition is met.

  

In addition, one income-producing apartment complex consisting of 200 units located in Ohio was foreclosed upon. The Company recorded a gain of $0.7 million related to the extinguishment of debt.

 

As of December 31, 2015, the Company has approximately 91 acres of land, at various locations that were sold to related parties in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance Sheets. Due to the related party nature of the transactions TCI has deferred the recording of the sales in accordance with ASC 360-20.

 

NOTE 3. NOTES AND INTEREST RECEIVABLE

 

A portion of our assets are invested in mortgage notes receivable, principally secured by real estate. We may originate mortgage loans in conjunction with providing purchase money financing of property sales. Notes receivable are generally collateralized by real estate or interests in real estate and personal guarantees of the borrower and, unless noted otherwise, are so secured. Management intends to service and hold for investment the mortgage notes in our portfolio. A majority of the notes receivable provide for principal to be paid at maturity (dollars in thousands).

 

Borrower   Maturity
Date
  Interest
Rate
    Amount     Security
Performing loans:                        
H198, LLC (Las Vegas Land)   01/20     12.00 %     5,907     Secured
Unified Housing Foundation, Inc. (Echo Station) (1)   12/32     12.00 %     1,481     Secured
Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   12/32     12.00 %     2,000     Secured
Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   12/32     12.00 %     6,368     Secured
Unified Housing Foundation, Inc. (Limestone Canyon) (1)   12/32     12.00 %     4,640     Secured
Unified Housing Foundation, Inc. (Limestone Canyon) (1)   12/32     12.00 %     2,653     Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32     12.00 %     6,000     Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32     12.00 %     1,953     Secured
Unified Housing Foundation, Inc. (Parkside Crossing) (1)   12/32     12.00 %     1,936     Secured
Unified Housing Foundation, Inc. (Sendero Ridge) (1)   12/32     12.00 %     4,812     Secured
Unified Housing Foundation, Inc. (Sendero Ridge) (1)   12/32     12.00 %     4,491     Secured
Unified Housing Foundation, Inc. (Timbers of Terrell) (1)   12/32     12.00 %     1,323     Secured
Unified Housing Foundation, Inc. (Tivoli) (1)   12/32     12.00 %     7,966     Secured
Unified Housing Foundation, Inc. (1)   06/17     12.00 %     1,261     Unsecured
Unified Housing Foundation, Inc. (1)   12/17     12.00 %     1,207     Unsecured
Unified Housing Foundation, Inc. (1)   12/18     12.00 %     3,994     Unsecured
Unified Housing Foundation, Inc. (1)   12/18     12.00 %     6,407     Unsecured
Other related party notes (1)   Various     Various       1,420     Various unsecured interests
Other non-related party notes   Various     Various       496     Various secured interests
Other non-related party notes   Various     Various       503     Various unsecured interests
Accrued interest                 4,558      
Total Performing               $ 71,376      
                         
Allowance for estimated losses                 (1,825 )    
Total               $ 69,551      

 

(1) Related party notes

 

As of December 31, 2015, the obligors on $62.4 million or 89.7% of the mortgage notes receivable portfolio were due from related entities. The Company recognized $6.7 million of interest income from these related party notes receivables.

 

As of December 31, 2015, none of the mortgage notes receivable portfolio were non-performing.

 

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The Company has various notes receivable from Unified Housing foundation, Inc. (“UHF”). UHF is determined to be a related party due to our significant investment in the performance of the collateral secured under the notes receivable. Payments are due from surplus cash flow from operations, sale or refinancing of the underlying properties. These notes are cross collateralized to the extent that any surplus cash available from any of the properties underlying these notes will be used to repay outstanding interest and principal for the remaining notes. Furthermore, any surplus cash available from any of the properties UHF owns, besides the properties underlying these notes, can be used to repay outstanding interest and principal for these notes. The allowance on the notes was a purchase allowance that was netted against the notes when acquired.

 

NOTE 4. ALLOWANCE FOR ESTIMATED LOSSES

 

The allowance account was reviewed and decreased in 2015. The decreases in both 2015 and 2014 were due to a fully reserved note in each year that was written off. The table below shows our allowance for estimated losses (dollars in thousands):

 

    2015     2014     2013  
                         
Balance January 1,   $ 1,990     $ 2,262     $ 2,262  
Decrease in provision     (165 )     (272 )      
Balance December 31,   $ 1,825     $ 1,990     $ 2,262  

 

NOTE 5. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND INVESTEES

 

Investments in unconsolidated subsidiaries, jointly owned companies and other investees in which we have a 20% to 50% interest or otherwise exercise significant influence are carried at cost, adjusted for the Company’s proportionate share of their undistributed earnings or losses, via the equity method of accounting. ARL is our parent company and is considered as an unconsolidated joint venture.

  

Investments accounted for via the equity method consists of the following:

 

    Percentage ownership as of December 31,  
    2015     2014     2013  
American Realty Investors, Inc. (1)     0.90 %     1.00 %     1.99 %

 

 

(1) Unconsolidated investment in parent company

 

Our interest in the common stock of ARL in the amount of 0.90% is accounted for under the equity method. Accordingly, the investment is carried at cost, adjusted for the company’s proportionate share of earnings or losses.

 

The following is a summary of the financial position and results of operations of ARL (dollars in thousands):

 

    For the Twelve Months Ended December 31,  
Unconsolidated Subsidiaries   2015     2014     2013  
Real estate, net of accumulated depreciation   $ 14,232     $ 15,460     $ 11,944  
Notes Receivable     50,692       50,909       68,909  
Other assets     127,497       128,635       128,945  
Notes payable     (25,233 )     (50,048 )     (56,103 )
Other liabilities     (98,440 )     (80,904 )     (91,099 )
Shareholders’ equity/partners’ capital     (68,748 )     (64,052 )     (62,596 )
                         
Rents and interest and other income   $ 11,990     $ 12,427     $ 11,372  
Depreciation     (192 )     (285 )     (285 )
Operating expenses     (4,414 )     (6,983 )     (14,162 )
Gain on land sales     2,737             618  
Interest expense     (5,936 )     (7,144 )     (7,173 )
Income (loss) from continuing operations     4,185       (1,985 )     (9,630 )
Income (loss) from discontinued operations     1       64       (15 )
Net income (loss)   $ 4,186     $ (1,921 )   $ (9,645 )
                         
Company’s proportionate share of income (loss) (1)   $ 38     $ (19 )   $ (192 )

 

(1) Income (loss) represents continued and discontinued operations

  

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NOTE 6. NOTES AND INTEREST PAYABLE

 

Below is a summary of our notes and interest payable as of December 31, 2015 (dollars in thousands):

 

    Notes
Payable
    Accrued
Interest
    Total Debt  
Apartments   $ 507,498     $ 1,499     $ 508,997  
Apartments under construction   $ 11,139     $       11,139  
Commercial     109,269       509       109,778  
Land     32,818       116       32,934  
Real estate subject to sales contract     5,953       469       6,422  
Mezzanine financing     122,900             122,900  
Other     7,269             7,269  
Total   $ 796,846     $ 2,593     $ 799,439  
                         
Unamortized deferred borrowing costs     (20,005 )           (20,005 )
    $ 776,841     $ 2,593     $ 779,434  

 

The following table schedules the principal payments on the notes payable for the next five years and thereafter (dollars in thousands):

 

Year     Amount  
2016     $ 79,526  
2017       23,581  
2018       43,890  
2019       34,623  
2020       127,370  
Thereafter       487,856  
Total     $ 796,846  

 

Interest payable at December 31, 2015 was $2.6 million. Interest accrues at rates ranging from 2.5% to 12.0% per annum and mature between 2016 and 2055. The mortgages were collateralized by deeds of trust on real estate having a net carrying value of $667 million.

 

During the year the Company refinanced or modified ten loans with a total principal balance of $136 million. The refinancing resulted in lower interest rates and the extension of the term of the loan. The modifications resulted in lower interest rates. The transactions provide for lower monthly payments over the term of loans.

 

On May 28, 2015, the Company secured additional financing of $120.0 million from an independent third party. At closing $84.4 million was advanced to the Company. The financing can be used for general corporate purposes, acquisition of multi-family apartment complexes and to reduce debt. The note has a term of five years at an interest rate of 30 day Libor plus 10.75%. The note is interest only, payable monthly, with the principal due at the end of the five years. The loan is secured by various equity interests in certain residential apartments. In November 2015 the note was amended to cap the loan amount at $84.4 million in order to allow for a construction loan of $50 million on an apartment complex being developed in Rowlett, Texas. All other terms and conditions of the loan remained the same.

 

The note contains customary restrictions, representations, covenants, corporate and officer guarantees, events of default and require the Company to meet certain financial covenants. The Company believes it is in compliance with these financial covenants at December 31, 2015.

 

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Simultaneous with the closing of the above financing, the Company amended its existing financing of $40.0 million from an independent third party. The note has a term of five years at an interest rate of 12.0% and has a maturity of May 2020. The note is interest only for the first year with quarterly principal payments due of $0.5 million starting April 1, 2015. As of December 31, 2015, the outstanding balance on the loan was $38.5 million. The loan is secured by various equity interests in residential apartments and can be prepaid at a penalty rate of 4% for year 1 with the penalty declining by 1% each year thereafter. The note contains customary restrictions, representations, covenants, corporate and officer guarantees, events of default and require the Company to meet certain financial covenants. The Company believes it is in compliance with these financial covenants at December 31, 2015.

 

There are various land mortgages, secured by the property, that are in the process of a modification or extension to the original note due to expiration of the loan. We are in constant contact with these lenders, working together in order to modify the terms of these loans and we anticipate a timely resolution that is similar to the existing agreement or subsequent modification.

 

In conjunction with the development of various apartment projects and other developments, we drew down $9.9 million in construction loans during the twelve months ended December 31, 2015.

 

NOTE 7. RELATED PARTY TRANSACTIONS AND FEES

 

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.

 

The Company has historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.

 

Since April 30, 2011, Pillar, the sole shareholder of which is Realty Advisors, LLC, a Nevada limited liability company, the sole member of which is RAI, a Nevada corporation, the sole shareholder of which is MRHI, a Nevada corporation, the sole shareholder of which is a trust known as the May Trust, became the Company’s external Advisor and Cash Manager. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities. Pillar also arranges, for the Company’s benefit, debt and equity financing with third party lenders and investors. Pillar also serves as an Advisor and Cash Manager to TCI and IOT. As the contractual advisor, Pillar is compensated by TCI under an Advisory Agreement that is more fully described in Part III, Item 10. “Directors, Executive Officers and Corporate Governance – The Advisor”. TCI has no employees. Employees of Pillar render services to TCI in accordance with the terms of the Advisory Agreement

 

Effective since January 1, 2011, Regis Realty Prime, LLC, dba Regis Property Management, LLC (“Regis”), the sole member of which is Realty Advisors, LLC, manages our commercial properties and provides brokerage services. Regis receives property management fees, construction management fees and leasing commissions in accordance with the terms of its property-level management agreement. Regis is also entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement. See Part III, Item 10. “Directors, Executive Officers and Corporate Governance – Property Management and Real Estate Brokerage”. TCI engages third-party companies to lease and manage its apartment properties.

 

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Below is a description of the related party transactions and fees between Pillar and Regis:

                         
Fees, expenses and revenue paid to and/or received from our advisor:                        
                         
    2015     2014     2013  
    (dollars in thousands)  
Fees:                        
Advisory   $ 8,368     $ 7,373     $ 8,494  
Construction advisory                  
Mortgage brokerage and equity refinancing     1,524       1,152       1,878  
Net income     187       3,669       4,089  
Property acquisition     921       145        
    $ 11,000     $ 12,339     $ 14,461  
Other Expense:                        
Cost reimbursements   $ 2,925     $ 2,622     $ 2,585  
Interest paid (received)     (3,352 )     (2,795 )     157  
    $ (427 )   $ (173 )   $ 2,742  
Revenue:                        
Rental   $ 726     $ 701     $ 670  

 

Fees paid to Regis and related parties:                        
                         
    2015     2014     2013  
    (dollars in thousands)  
Fees:                        
Property acquisition   $ 1,932     $ 348     $  
Property management, construction management and leasing commissions     682       544       436  
Real estate brokerage     1,105       2,752       4,055  
    $ 3,719     $ 3,644     $ 4,491  

 

The Company received rental revenue of $0.7 million in 2015, $0.7 million in 2014, and $0.7 million in 2013 from Pillar and its related parties for properties owned by the Company.

 

As of December 31, 2015, the Company had notes and interest receivables, net of allowances, of $58.1 million and $4.3 million, respectively, due from UHF, a related party. During the current period, the Company recognized interest income of $6.7 million, originated $11.6 million, received principal payments of $4.7 million and received interest payments of $7.8 million from these related party notes receivables.

 

On January 1, 2012, the Company entered into a development agreement with UHF, a non-profit corporation that provides management services for the development of residential apartment projects in the future. This development agreement was terminated December 31, 2013. The Company has also invested in surplus cash notes receivables from UHF and has sold several residential apartment properties to UHF in prior years. Due to this ongoing relationship and the significant investment in the performance of the collateral secured under the notes receivable, UHF has been determined to be a related party.

 

The Company is the primary guarantor, on a $60.35 million mezzanine loan between UHF and a lender. In addition, ARI, and an officer of the Company are limited recourse guarantors of the loan. As of December 31, 2015 UHF was in compliance with the covenants to the loan agreement.

 

The Company is part of a tax sharing and compensating agreement with respect to federal income taxes between ARL, TCI and IOT and their subsidiaries that was entered into in July of 2009. That agreement continued until August 31, 2012, at which time a new tax sharing and compensating agreement was entered into by ARL, TCI, IOT and MRHI for the remainder of 2012 and subsequent years. The expense (benefit) in each year was calculated based on the amount of losses absorbed by taxable income multiplied by the maximum statutory tax rate of 35%.

 

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The following table reconciles the beginning and ending balances of accounts receivable from and (accounts payable) to related parties as of December 31, 2015 (dollars in thousands):

 

    Pillar     ARL     Total  
                         
Related party receivable, December 31, 2014   $     $ 58,404     $ 58,404  
Cash transfers     64,817             64,817  
Advisory fees     (8,368 )           (8,368 )
Net income fee     (187 )           (187 )
Fees and commissions     (5,483 )           (5,483 )
Cost reimbursements     (2,925 )           (2,925 )
Interest income           3,352       3,352  
Notes receivable purchased     (18,221 )             (18,221 )
Expenses paid by advisor     (5,182 )           (5,182 )
Financing (mortgage payments)     3,290             3,290  
Sales/Purchases transactions     1,018           1,018
Series K preferred stock acquisition                  
Tax sharing expense                  
Purchase of obligations     (28,759 )     28,759        
Related party receivable, December 31, 2015   $     $ 90,515     $ 90,515  

 

Below are transactions that involve a related party:

 

As of December 31, 2015, the Company has approximately 91 acres of land, at various locations that were sold to related parties in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance Sheets. Due to the related party nature of the transactions TCI has deferred the recording of the sales in accordance with ASC 360-20.

 

NOTE 8. DIVIDENDS

 

TCI’s Board of Directors established a policy that dividend declarations on common stock would be determined on an annual basis following the end of each year. In accordance with that policy, no dividends on TCI’s common stock were declared for 2015, 2014, or 2013. Future distributions to common stockholders will be determined by the Board of Directors in light of conditions then existing, including the Company’s financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board.

 

NOTE 9. PREFERRED STOCK

 

Prior to July 9, 2014, TCI had 30,000 shares of Series C cumulative convertible preferred stock issued and outstanding. These 30,000 shares were owned by RAI, a related party, and had accrued dividends unpaid of $0.9 million. The stock had a liquidation preference of $100.00 per share and could be converted into common stock at 90% of the daily average closing price of the common stock for the prior five trading days. On July 9, 2014, RAI converted all 30,000 shares into the requisite number of shares of common stock. The conversion resulted in the issuance of 304,298 new shares of common stock. The effects of the Series C Cumulative Convertible Preferred Stock are no longer included in the dilutive earnings per share calculation for the current period, but are considered in the calculation for the prior periods if applying the if-converted method is dilutive.

 

In November 2006, TCI issued 100,000 shares of Series D Preferred Stock with a liquidation preference of $100 per share. The preferred stock is not convertible into any other security and requires dividends payable from the initial rate of 7% annually to the current rate of 9%. The shares can be redeemed at any point after September 30, 2011. Of the 100,000 shares, 89,500 shares are owned by RAI, a related party, and 10,500 shares are owned by Pillar, a related party. RAI’s 89,500 shares have accrued dividends unpaid of approximately $4.0 million. Pillar’s 10,500 shares have accrued dividends unpaid of approximately $0.5 million.

 

NOTE 10. STOCK OPTIONS

 

In October 2000, TCI’s stockholders approved the Director’s Stock Option Plan (the “Director’s Plan”) which provides for options to purchase up to 140,000 shares of TCI’s common stock. Options granted pursuant to the Director’s Plan are immediately exercisable and expire on the earlier of the first anniversary of the date on which a Director ceases to be a Director or 10 years from the date of grant. Effective December 15, 2005 the plan was terminated. At December 31, 2014, there were 5,000 stock options outstanding which were exercisable at $14.25 per share. These options expired unexercised January 1, 2015.

  

 

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NOTE 11.      INCOME TAXES

 

 For 2015 ARL, TCI and IOT had a combined net taxable income. For 2014  ARL, TCI and IOT had a combined net taxable loss and TCI recorded no current tax (benefit) or expense. For 2013 TCI consolidated with IOT had a net taxable loss and the remainder of the group had net taxable income resulting in a tax (benefit) to TCI. The expense (benefit) in each year was calculated based on the amount of losses absorbed by taxable income multiplied by the maximum statutory rate of 35%.

 

 Current expense (benefit) is attributable to (dollars in thousands): 

                         
    2015     2014     2013  
                         
Income (loss) from continuing operations   $ 517     $ (22,902 )   $ (24,598 )
Income (loss) from discontinued operations     483       22,902       16,835  
Tax expense (benefit)   $ 1,000     $     $ (7,763 )

  

 

The Federal income tax expense differs from the amount computed by applying the corporate tax rate of 35% to the income before income taxes as follows (dollars in thousands):

                         
    2015     2014     2013  
                         
Computed “expected” income tax (benefit) expense   $ 4,648     $ 14,762     $ 26,998  
Book to tax differences for partnerships not consolidated for tax purposes     5,152       (23,900 )     (33,565 )
Book to tax differences of depreciation and amortization     (160 )     1,461       1,222  
Book to tax differences in gains on sale of property     (4,073 )     (2,350 )     (20,308 )
Book provision for loss     1,855             3,962  
Partial valuation allowance against current net operating loss benefit     (9,596 )     7,069       16,835  
Other     2,524       2,958       2,139  
Total   $ 350     $     $ (2,717 )
                         
Alternative minimum tax   $     $     $  

  

Deferred income taxes reflect the tax effects of temporary timing differences between carrying amounts of assets and liabilities reflected on the financial statements and the amounts used for income tax purposes. TCI’s tax basis in its net assets differs from the amount at which its net assets are reported for financial statement purposes, principally due to the accounting for gains and losses on property sales, and depreciation on owned properties. The tax effects of temporary differences and net operating loss carry forwards that give rise to the deferred tax assets are presented below (amounts in thousands): 

                         
    2015     2014     2013  
                         
Net operating losses   $ 46,497     $ 56,897     $ 71,071  
AMT credits     1,900       1,374       1,374  
Basis difference of:                        
Real estate holdings     (17,912 )     876       (3,045 )
Notes receivable     694       757       860  
Investments     (4,709 )     (4,693 )     (4,703 )
Notes payable     2,792       6,932       12,496  
Deferred gains     11,984       10,146       10,806  
Total   $ 41,246     $ 72,289     $ 88,859  
Deferred tax valuation allowance     (41,246 )     (72,289 )     (88,859 )
Net deferred tax asset   $     $     $  

 

In November 2015, IOT, ARL, and TCI sold various tracts of land to a third party in exchange for cash and a promissory note. The purchaser's initial and continuing investment was inadequate, and as a result, the transaction is recorded using the deposit method for GAAP purposes.  Due to concerns regarding the collectability of the note, no sale was recognized for GAAP purposes as the transaction is recorded using the deposit method. For tax purposes, the sale is recognized under the installment method. Recognition of the benefits of deferred tax assets will require TCI to generate future taxable income. There is no assurance that TCI will generate earnings in future years. Therefore, TCI has established a valuation allowance for deferred tax assets of approximately $41.2 million, $72.3 million and $88.9 million as of December 31, 2015, 2014 and 2013, respectively.

 

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TCI has tax net operating loss carryforwards of approximately $119 million expiring through the year 2033. The alternative minimum tax credit balance increased in 2015 to approximately $1.57 million. The credit has no expiration date. 

  

NOTE  12.     FUTURE MINIMUM RENTAL INCOME UNDER OPERATING LEASES

 

TCI’S real estate operations include the leasing of commercial properties (office buildings, industrial warehouses and retail centers). The leases thereon expire at various dates through 2025. The following is a schedule of minimum future rents on non-cancelable operating leases at December 31, 2015 (dollars in thousands): 

           
Year     Amount  
2016     $ 22,448  
2017       20,536  
2018       18,951  
2019       14,444  
2020       10,963  
Thereafter       24,056  
Total     $ 111,398  

  

NOTE 13.  OPERATING SEGMENTS

 

Our segments are based on management’s method of internal reporting which classifies its operations by property type. The segments are commercial, apartments, land and other. Significant differences among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve the calculation and allocation of administrative expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their operating income and cash flow.

 

Items of income that are not reflected in the segments are interest, other income, gain on debt extinguishment, gain on condemnation award, equity in partnerships, and gains on sale of real estate. Expenses that are not reflected in the segments are provision for losses, advisory, net income and incentive fees, general and administrative, non-controlling interests and net loss from discontinued operations before gains on sale of real estate.

 

The segment labeled as “Other” consists of revenue and operating expenses related to the notes receivable and corporate debt.

 

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Presented below is the Company’s reportable segments’ operating income including segment assets and expenditures for the years 2015, 2014 and 2013 (dollars in thousands): 

                               
For the Twelve Months Ended December 31, 2015   Commercial
Properties
    Apartments     Land     Other     Total  
Rental and other property revenues   $ 29,308     $ 72,809     $     $ 103     $ 102,220  
Property operating expenses     (16,838 )     (34,437 )     (712 )     (270 )     (52,257 )
Depreciation     (8,861 )     (12,438 )                 (21,299 )
Mortgage and loan interest     (6,891 )     (18,584 )     (4,214 )     (11,897 )     (41,586 )
Loan charges and prepayment penalties           (4,922 )           (33 )     (4,955 )
Interest income                       10,687       10,687  
Gain on land sales                 18,911               18,911  
Segment operating income (loss)   $ (3,282 )   $ 2,428     $ 13,985     $ (1,410 )   $