10-Q 1 tci-10q_063019.htm QUARTERLY REPORT

 

 

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended June 30, 2019

 

or

 

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

 

For the transition period from                      to                      

 

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   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

  1603 Lyndon B. Johnson Freeway, Suite 800, 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 Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TCI NYSE

 

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 every Interactive Data File required to be submitted 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 such files). ☒  Yes      ☐  No

 

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

             
  Large accelerated filer    Accelerated filer  
  Non-accelerated filer   Smaller reporting company  
        Emerging growth company ☐   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $.01 par value 8,717,767
(Class) (Outstanding at August 14, 2019)

 

 

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

    PAGE
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements  
     
  Consolidated Balance Sheets at June 30, 2019 (unaudited) and December 31, 2018 3
     
  Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018 (unaudited) 4
     
  Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2019 and 2018 (unaudited) 5
     
  Consolidated Statements of Comprehensive Income for the six months ended June 30, 2019 and 2018 (unaudited) 6
     
  Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited) 7
     
  Notes to Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
     
Item 3. Quantitative and Qualitative Disclosures About Market Risks 35
     
Item 4. Controls and Procedures 35
     

PART II. OTHER INFORMATION

 
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36
     
Item 6. Exhibits 37

 

2

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

 

    June 30,    

December 31,

 
    2019    2018 
    (unaudited)    (audited) 
    (dollars in thousands, except share and par value amounts) 
Assets          
Real estate, at cost  $454,350   $461,718 
Real estate subject to sales contracts at cost   1,626    2,014 
Real estate held for sale at cost, net of depreciation   14,737     
Less accumulated depreciation   (84,213)   (79,228)
Total real estate   386,500    384,504 
           
Notes and interest receivable (including $68,687 in 2019 and $51,945 in 2018 from related parties)   116,864    83,541 
Cash and cash equivalents   37,579    36,358 
Restricted cash   44,602    70,207 
Investment in VAA   67,078    68,399 
Investment in other unconsolidated investees   22,167    22,172 
Receivable from related party   125,430    133,642 
Other assets   53,667    63,557 
Total assets  $853,887   $862,380 
           
Liabilities and Shareholders’ Equity          
Liabilities:          
Notes and interest payable  $283,780   $277,237 
Bonds and bond interest payable   157,328    158,574 
Deferred revenue (including $13,837 in 2019 and $17,522 in 2018 to related parties)   13,837    17,522 
Deferred tax liability   2,000    2,000 
Accounts payable and other liabilities (including $931 in 2019 and $3 in 2018 to related parties)   28,045    26,646 
Total liabilities   484,990    481,979 
           
Shareholders’ equity:          
Common stock, $0.01 par value, authorized 10,000,000 shares; issued 8,717,967 shares in 2019 and 2018; outstanding 8,717,767 shares in 2019 and 2018   87    87 
Treasury stock at cost, 200 shares in 2019 and 2018   (2)   (2)
Paid-in capital   257,938    258,050 
Retained earnings   89,631    101,585 
Total Transcontinental Realty Investors, Inc. shareholders’ equity   347,654    359,720 
Non-controlling interest   21,243    20,681 
Total shareholders’ equity   368,897    380,401 
Total liabilities and shareholders’ equity  $853,887   $862,380 

 

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

 

3

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2019   2018   2019   2018 
   (dollars in thousands, except per share amounts) 
Revenues:                
Rental and other property revenues (including $203 and $208 for the three months and $413 and $415 for the six months ended 2019 and 2018, respectively, from related parties)  $11,840   $31,607   $23,769   $62,689 
                     
Expenses:                    
Property operating expenses (including $246 and $231 for the three months ended and $504 and 458 for the six months ended 2019 and 2018, respectively, from related parties)   7,322    15,492    13,319    29,947 
Depreciation and amortization   3,439    6,522    6,548    12,968 
General and administrative (including $919 and $1,187 for the three months ended and $2,420 and $2,280 for the six months ended 2019 and 2018, respectively, from related parties)   3,334    2,173    5,662    4,365 
Net income fee to related party   90    53    190    106 
Advisory fee to related party   1,035    2,726    2,683    5,474 
Total operating expenses   15,220    26,966    28,402    52,860 
Net operating (loss) income   (3,380)   4,641    (4,633)   9,829 
                     
Other income (expenses):                    
Interest income (including $4,580 and $3,486 for the three months ended and $8,892 and $6,722 for the six months ended 2019 and 2018, respectively, from related parties)   4,878    3,544    9,436    7,420 
Other income   688    7,482    4,580    9,308 
Mortgage and loan interest (including $513 and $327 for the three months ended and $1,003 and $645 for the six months ended 2019 and 2018, respectively, from related parties)   (7,646)   (14,175)   (15,605)   (28,268)
Foreign currency transaction (loss) gain   (2,325)   5,889    (8,143)   7,645 
Equity loss from VAA   (236)       (1,291)    
Earnings (losses)  from other unconsolidated investees   2    (9)   (5)   2 
Total other (expenses) income   (4,639)   2,731    (11,028)   (3,893)
(Loss) income before gain on land sales, non-controlling interest, and taxes   (8,019)   7,372    (15,661)   5,936 
                     
Loss on sale of income producing properties   (80)       (80)    
Gain on land sales   2,133        4,349    1,335 
Net (loss) income from continuing operations before taxes   (5,966)   7,372    (11,392)   7,271 
Net (loss) income from continuing operations   (5,966)   7,372    (11,392)   7,271 
Net (loss) income   (5,966)   7,372    (11,392)   7,271 
Net (income) attributable to non-controlling interest   (379)   (126)   (562)   (258)
Net (loss) income attributable to Transcontinental Realty Investors, Inc.   (6,345)   7,246    (11,954)   7,013 
Preferred dividend requirement       (224)       (446)
Net (loss) income applicable to common shares  $(6,345)  $7,022   $(11,954)  $6,567 
                     
(Loss) earnings per share - basic                    
Net (loss) income from continuing operations  $(0.73)  $0.81   $(1.37)  $0.75 
Net (loss) income applicable to common shares  $(0.73)  $0.81   $(1.37)  $0.75 
                     
(Loss) earnings per share - diluted                    
Net (loss) income from continuing operations  $(0.73)  $0.81   $(1.37)  $0.75 
Net (loss) income applicable to common shares  $(0.73)  $0.81   $(1.37)  $0.75 
                     
Weighted average common shares used in computing earnings per share   8,717,767    8,717,767    8,717,767    8,717,767 
Weighted average common shares used in computing diluted earnings per share   8,717,767    8,717,767    8,717,767    8,717,767 
Amounts attributable to Transcontinental Realty Investors, Inc.                    
Net (loss) income from continuing operations  $(6,345)  $7,246   $(11,954)  $7,013 
Net (loss) income applicable to Transcontinental Realty, Investors, Inc.  $(6,345)  $7,246   $(11,954)  $7,013 
                     

 

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

 

4

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Six Months Ended June 30, 2019 and 2018

(unaudited, dollars in thousands, except share amounts)

 

   Total   Comprehensive   Common Stock   Treasury   Paid-in   Retained   Non-
controlling
     
  Equity   Income (Loss)   Shares   Amount   Stock   Capital   Earnings  

Interest

 
Balance, December 31, 2018  $380,401   $101,282    8,717,967   $87   $(2)  $258,050   $101,585   $20,681      
Distribution to equity partner   (112)                   (112)             
Net loss   (11,392)   (11,954)                   (11,954)   562      
Balance, June 30, 2019  $368,897   $89,328    8,717,967   $87   $(2)  $257,938   $89,631   $21,243      
                                              
    Total    Comprehensive    Preferred   Common Stock    Treasury    Paid-in    Retained    Non-
controlling
 
   Equity    Income (Loss)    Stock    Shares    Amount    Stock    Capital    Deficit    Interest 
Balance, December 31, 2017  $208,261   $(80,168)  $1    8,717,967   $87   $(2)  $268,949   $(79,865)  $19,091 
Series D preferred stock dividends (9.0% per year)   (446)                       (446)        
Net income   7,271    7,013                        7,013    258 
Balance, June 30, 2018  $215,086   $(73,155)  $1    8,717,967   $87   $(2)  $268,503   $(72,852)  $19,349 

 

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

 

5

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

   Six Months Ended June 30, 
   2019   2018 
   (dollars in thousands) 
Net (loss) income  $(11,392)  $7,271 
Total comprehensive (loss) income   (11,392)   7,271 
Comprehensive (income) attributable to non-controlling interest   (562)   (258)
Comprehensive (loss) income attributable to Transcontinental Realty Investors, Inc.  $(11,954)  $7,013 

 

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

 

6

 

TRANSCONTINENTAL REALTY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   Six Months Ended June 30, 
   2019   2018 
   (dollars in thousands) 
Cash Flow From Operating Activities:          
Net (loss) income  $(11,392)  $7,271 
Adjustments to reconcile net loss applicable to common shares to net cash flows from operating activities:          
Foreign currency transaction loss (gain)   8,143    (7,645)
Gain on sale of land   (4,349)   (1,335)
Loss on sale of  income-producing properties   80     
Depreciation and amortization   6,548    12,968 
Amortization of deferred borrowing costs   366    1,393 
Amortization of bond issuance costs   1,150    728 
Loss from joint venture   1,291     
Losses (earnings) from other unconsolidated investees   5    (2)
(Increase) decrease in assets:          
Accrued interest receivable   7,436    (14,553)
Other assets   4,442    4,293 
Prepaid expense   4,098    1,597 
Rent receivables   236    244 
Related party receivables   (31,857)   (393)
Increase (decrease) in liabilities:          
Accrued interest payable   (4,633)   (1,019)
Other liabilities   2,674    (2,428)
Net cash (used in) provided by operating activities   (15,762)   1,119 
           
Cash Flow From Investing Activities:          
Proceeds from notes receivable   255    6,541 
Originations or advances on notes receivable   (945)   (11,519)
Acquisition of land held for development   (2,832)    
Proceeds from sale of income-producing properties   1,296    2,706 
Proceeds from sale of land   15,800    2,636 
Improvement of income-producing properties   (4,044)   (2,725)
Construction and development of new properties   (17,434)   (47,452)
Net cash (used in) investing activities   (7,904)   (49,813)
           
Cash Flow From Financing Activities:          
Proceeds from notes payable   12,915    44,707 
Recurring payment of principal on notes payable   (3,143)   (11,762)
Payments on maturing notes payable       (16,750)
Proceeds from bonds       39,399 
Bond payments   (10,378)    
Bond issuance costs       (2,022)
Distributions to equity partner   (112)    
Preferred stock dividends - Series D       (446)
Net cash (used in) provided by financing activities   (718)   53,126 
           
Net (decrease) increase in cash, cash equivalents and restricted cash   (24,384)   4,432 
Cash, cash equivalents and restricted cash, beginning of period   106,565    88,342 
Cash, cash equivalents and restricted cash, end of period  $82,181   $92,774 
           
Supplemental disclosures of cash flow information:          
 Cash paid for interest  $12,927   $26,663 
           
Schedule of noncash investing and financing activities:          
Land received in exchanged for note receivable  $1,800   $ 
Notes receivable received from sale of income-producing properties  $   $1,735 
Seller financing note - acquisition of income-producing properties  $   $1,895 
Notes payable issued on acquisition of income-producing properties  $   $8,605 

 

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

 

7

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1.

ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

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 trades on the New York Stock Exchange (“NYSE”) under the symbol (“TCI”). Subsidiaries of American Realty Investors, Inc. (“ARL”) own approximately 77.68% 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 trades on the New York Stock Exchange under the symbol (“ARL”).

 

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 and affiliates of ARL own in excess of 80% of the Company’s common stock. ARL and one of its subsidiaries own 77.68% and the parent of ARL owns 6.98% of the company. 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”. 

 

On July 17, 2009, the Company acquired an additional 2,518,934 shares of common stock of Income Opportunity Realty Investors, Inc. (“IOR”), and in doing so, increased its ownership from approximately 25% to over 80% of the shares of common stock of IOR outstanding. Upon acquisition of the additional shares in 2009, IOR’s results of operations began to be consolidated with those of the Company for tax and financial reporting purposes. As of December 31, 2018, TCI owned 81.25% of the outstanding IOR common shares. Shares of IOR common stock are listed and traded on the NYSE American under the symbol “IOR”. 

 

At the time of the acquisition, the historical accounting value of IOR’s assets was $112 million and liabilities were $43 million. In that the shares of IOR acquired by TCI were from a related party, the values recorded by TCI are IOR’s historical accounting values at the date of transfer. The Company’s fair valuation of IOR’s assets and liabilities at the acquisition date approximated IOR’s book value. The net difference between the purchase price and historical accounting basis of the assets and liabilities acquired is $25.6 million and has been reflected by TCI as deferred income. The deferred income will be recognized upon the sale of the land that IOR held on its books as of the date of sale, to an independent third party. On September 30, 2018 and March 31, 2019, the Company recognized $17.6 million, and $3.6 million of deferred income into income, respectively.  As of June 30, 2019, $4.4 million of deferred income remains outstanding from the additional purchase of shares of common stock of IOR on July 17, 2009. 

 

TCI’s Board of Directors are 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 IOR. The Chairman of the Board of Directors of TCI also serves as the Chairman of the Board of Directors of ARL and IOR. The officers of TCI also serve as officers of ARL, IOR 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.), 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 IOR.  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.

 

8

 

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. Refer to 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.

 

Southern Properties Capital Ltd. (“Southern” or “SPC”) is a wholly owned subsidiary of TCI that was incorporated on August 16, 2016 for the purpose of raising funds by issuing debentures that cannot be converted into shares on the Tel-Aviv Stock Exchange (“TASE”). Southern operates in the United States and is primarily involved in investing in, developing, constructing and operating income-producing properties of multi-family residential real estate assets. Southern is included in the consolidated financial statements of TCI.

 

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.

 

On November 19, 2018, we executed an agreement between the Macquarie Group (“Macquarie”) and Southern and TCI to create a joint venture, Victory Abode Apartments, LLC (“VAA”) to address existing and future demand for quality multifamily residential housing through acquisition and development of sustainable Class A multifamily housing in focused secondary and tertiary markets. In connection with the formation of the joint venture, Southern and TCI contributed a portfolio of 49 income producing apartment complexes, and 3 development projects in various stages of construction and received cash consideration of $236.8 million. At the time of the transfer of the properties, the joint venture assumed all liabilities of those properties, including mortgage debt insured by the Department of Housing and Urban Development (“HUD”).

 

VAA is equally owned and controlled by Abode JVP, LLC, a wholly-owned subsidiary of Southern and Summerset Intermediate Holdings 2 LLC (“Summerset”), a wholly-owned indirect subsidiary of Macquarie.  Pursuant to the Agreement, Abode JVP, LLC and Summerset each own voting and profit participation rights of 50% and 49%, respectively (“Class A Members”).  The remaining 2% of the profits interest is held by Daniel J. Moos, who serves as the President and Chief Executive officer of the Company (“Class B Member”) and Manager of the joint venture.

 

Properties

 

At June 30, 2019, our portfolio of income-producing properties consisted of: 

 

  Seven commercial properties consisting of five office buildings and two retail properties comprising in aggregate of approximately 1.7 million square feet;
  Nine residential apartment communities owned directly by us comprising in 1,512 units, excluding apartments being developed;
  Approximately 2,256 acres of developed and undeveloped land; and
  Fifty-one residential apartment communities totaling 9,643 units owned by our 50% owned investee VAA.

 

We join with various third-party development companies to construct residential apartment communities. We are in the predevelopment process on several residential apartment communities that have not yet begun construction. The third-party developer typically holds a general partner as well as a majority limited partner interest in a limited partnership formed for the purpose of building a single property, while we generally take a minority 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 necessary equity contributions while the third-party developer is responsible for obtaining construction financing, hiring a general contractor and for the overall management, successful completion 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.

 

9

 

Basis of Presentation

 

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

 

The year-end Consolidated Balance Sheet at December 31, 2018 was derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and disclosures required by U.S. GAAP for complete financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Certain 2018 Consolidated Financial Statement amounts have been reclassified to conform to the 2019 presentation.

 

Principles of Consolidation

 

The accompanying Consolidated Financial Statements include the accounts of the Company, its 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 is generally 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 is included in consolidated net income. Our investment in ARL and VAA is accounted for under the equity method.

 

10

 

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). The Company continually evaluates the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360 (“ASC 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 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.

 

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 our Board of Directors, after an active program to sell the asset has commenced and if the sale is probable. One of the deciding factors in determining whether a sale is probable is whether the firm purchase commitment is obtained and whether the sale is probable within the year. 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 that the sale is no longer probable, the asset is classified as an operating asset and depreciation expense is reinstated.

 

Cost Capitalization

 

Costs related to planning, developing, leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. We capitalize interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, we first use the interest incurred on specific project debt, if any, and next use the weighted average interest rate of non-project specific debt. We capitalize interest, real estate taxes and certain operating expenses until building construction is substantially complete and the building is ready for its intended use, but no later than one year from the cessation of major construction activity.

 

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.

 

11

 

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.

 

Deferred Costs

 

Costs relating to the financing of properties are deferred and amortized over the life of the related financing agreement. Amortization is reflected as interest expense in the Consolidated Statements of Operations, with remaining terms ranging from 6 months to 40 years. Unamortized financing costs are written off when the financing agreement is extinguished before the maturity date.

 

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.

 

Newly Issued Accounting Standards

   

In February 2016, FASB issued ASU 2016-02 (“ASU 2016-02”), Leases. This 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 adoption of ASU 2016-02 did not have a material impact on the Company’s financial position and results of operations. 

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement that eliminates, adds and modifies certain disclosure requirements for fair value measurements. The effective date of the standard is for fiscal periods, and interim periods within those years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2018-13 may have on its consolidated financial statements.

NOTE 2.    

INVESTMENT IN VAA

 

On November 19, 2018, we executed an agreement between the Macquarie Group (“Macquarie”) and Southern and TCI to create a joint venture, Victory Abode Apartments, LLC (“VAA”) to address existing and future demand for quality multifamily residential housing through acquisition and development of sustainable Class A multifamily housing in focused secondary and tertiary markets.

 

The Company accounts for its investment in VAA under the equity method of accounting. Under the equity method of accounting, our net equity in the investment is reflected within the Consolidated Balance Sheets in the caption ‘Investment in VAA’, and our share of the net income or loss from the joint venture is included within the Consolidated Statements of Operations in the caption ‘Equity earnings from VAA’. 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 and other agreed upon adjustments.

 

12

 

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

 

Balance Sheet  June 30, 2019 
Net real estate assets  $1,247,535 
Other assets   56,474 
Debt, net   (812,010)
Other liabilities   (272,716)
Total equity  (219,283)

 

Results of Operations  Three Months Ended
June 30, 2019
   Six Months Ended
June 30, 2019
 
Total revenue  $28,927   $56,328 
Total property, operating, and maintenance expenses   (14,313)   (28,482)
Interest expense   (14,799)   (29,869)
Depreciation and Amortization   (15,523)   (30,756)
Total other expense   (327)   (1,002)
Net loss  $(16,035)  $(33,781)

 

Below is a reconciliation of our allocation of income or loss from VAA.

 

   Three Months Ended
June 30, 2019
   Six Months Ended
June 30, 2019
 
VAA net loss  $(16,035)  $(33,781)
Adjustments to reconcile to income (loss) from VAA          
  Interest expense on mezzanine loan   6,401    12,490 
  In-place lease intangibles - amortization expense   8,429    16,765 
  Depreciation basis differences   733    1,944 
 Net loss  $(472)  $(2,582)
Percentage ownership in VAA   50%   50%
Loss from VAA  $(236)  $(1,291)

 

13

 

NOTE 3.

REAL ESTATE ACTIVITY

 

The following table summarizes the Company’s real estate properties at June 30, 2019 and December 31, 2018 (dollars in thousands):

 

   June 30,
2019
   December 31,
2018
 
Apartments  $123,355   $126,274 
Apartments under construction   24,710    27,261 
Commercial properties   228,212    224,167 
Land held for development   78,073    84,016 
Real estate subject to sales contract   1,626    2,014 
Real estate held for sale   14,737     
Total real estate, at cost, less impairment  $470,713   $463,732 
Less accumulated deprecation   (84,213)   (79,228)
Total real estate, net of depreciation  $386,500   $384,504 

 

The following is a description of the Company’s significant real estate and financing transactions for the three months ended June 30, 2019:

 

·Sold 12.16 acres of land located in Farmers Branch, Texas for an aggregate sales price of $3.5 million and recognized a gain on the sale of approximately $0.7 million.

 

·Sold 6.25 acres of land located in Nashville, Tennessee for a total sales price of $2.3 million and recognized a gain on the sale of approximately $0.9 million.

 

·Sold 23.24 acres of land located in Fort Worth, Texas for a sales price of $1.8 million and recognized a gain on the sale of approximately $0.5 million.

 

·Sold a multifamily residential property, located in Mary Ester, Florida for a total sales price of $3.1 million out of which $1.8 million represents land received with a total acreage of 1.27 acres located in Riverside, California in exchange for a note receivable of the same value. The Company recognized a loss from this sale of approximately $0.08 million.

 

·Sold water district receivables related to infrastructure development work, located in Kaufman County, Texas for $7.0 million. No gain or loss was recognized from the sale of these receivables.

 

·Purchased a plot of land (0.47 acres) in Athens, Alabama for a purchase price of $0.4 million.

 

·Purchased notes receivables from related parties for an aggregate purchase price of $31.9 million. No gain or loss was recognized from the purchase of the notes receivables (refer to Note 5).

The Company continues to invest in the development of apartment projects. During the six months ended June 30, 2019, TCI has invested $17.0 million related to the construction or predevelopment of various apartment complexes and capitalized $0.4 million of interest costs.

 

14

  

NOTE 4.

SUPPLEMENTAL CASH FLOW INFORMATION

 

For the six months ended June 30, 2019 and 2018, the Company paid interest expense of $12.9 million and $26.7 million, respectively.

 

Cash and cash equivalents, and restricted cash for the six months ended June 30, 2019 and 2018 was $82.2 million and $92.8 million, respectively. The following is a reconciliation of the Company’s cash and cash equivalents, and restricted cash to the total presented in the consolidated statement of cash flows:

 

   June 30, 
   2019   2018 
Cash and cash equivalents  $37,579   $28,105 
Restricted cash (cash held in escrow)   29,538    49,777 
Restricted cash (certificate of deposits)   8,501    9,162 
Restricted cash (held with Trustee)   6,563    5,730 
   $82,181   $92,774 

 

Amounts included in restricted cash represent funds required to be set aside to meet contractual obligations with certain financial institutions for the payment of reserve replacement, tax and insurance escrow. In addition, restricted cash includes funds held with the Trustee for payment of bonds interest and other bond related expenses.

 

NOTE 5.

NOTES AND INTEREST RECEIVABLE

 

A portion of our assets is 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 guarantees, 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.

 

15

 

Below is a summary of our notes receivable as of June 30, 2019 (dollars in thousands):

 

   Maturity  Interest        
Borrower  Date  Rate   Amount   Security
Performing loans:                 
H198, LLC (Las Vegas Land)   01/20   12.00%   5,907   Secured
H198, LLC (Legacy at Pleasant Grove Land)   10/19   12.00%   496   Secured
Oulan-Chikh Family Trust   03/21   8.00%   174   Secured
H198, LLC (McKinney Ranch Land)   09/20   6.00%   4,554   Secured
Forest Pines   09/19   5.00%   2,523   Secured
Spyglass Apartments of Ennis, LP   11/19   5.00%   5,141   Secured
Bellwether Ridge   05/20   5.00%   3,686   Secured
Parc at Windmill Farms   05/20   5.00%   6,361   Secured
RAI PFBL 2018 Purch Fee Note Weatherford   12/21   12.00%   525   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%   6,369   Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%   1,953   Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%   2,000   Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   12/32   12.00%   4,000   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%   6,140   Secured
Unified Housing Foundation, Inc. (1)   12/21   12.00%   10,401   Unsecured
Unified Housing Foundation, Inc. (1)   06/20   12.00%   11,074   Unsecured
Unified Housing Foundation, Inc. (1)   03/22   12.00%   4,782   Unsecured
Unified Housing Foundation, Inc. (Lakeshore Villas) (1)   07/21   12.00%   838   Secured
Unified Housing Foundation, Inc. (Limestone Ranch) (1)   07/21   12.00%   773   Secured
Unified Housing Foundation, Inc. (Marquis at Vista Ridge) (1)   07/21   12.00%   839   Secured
Unified Housing Foundation, Inc. (Timbers at the Park) (1)   07/21   12.00%   432   Secured
Unified Housing Foundation, Inc. (Trails at White Rock) (1)   07/21   12.00%   913   Secured
Unified Housing Foundation, Inc. (Bella Vista) (1)   08/21   12.00%   212   Secured
Unified Housing Foundation, Inc. (1)   10/21   12.00%   6,831   Unsecured
Other related party notes   Various   Various    4,019   Various secured interests
Other non-related party notes   Various   Various    14,460   Various secured interests
Accrued interest            8,482    
Total Performing           $118,689    
Allowance for estimated losses            (1,825)   
Total           $116,864    
                  
(1)  Related party notes                 

 

The Company invests in mortgage loans, secured by mortgages that are subordinate to one or more prior liens either on the fee or a leasehold interest in real estate. Recourse on such loans ordinarily includes the real estate on which the loan is made, other collateral and guarantees.

 

At June 30, 2019, TCI had mortgage loans and accrued interest receivable from related parties, net of allowances, totaling $68.7 million. The Company recognized interest income of $8.9 million related to these notes receivables for the six months ended June 30, 2019. During the quarter ended June 30, 2019, the outstanding balance in notes receivables increased from the previous quarter as a result of purchases in notes receivables with a face value of $31.9 million (out of which $1.0 million represented accrued interest receivables) from related parties.

 

The Company has various notes receivable from Unified Housing Foundation, Inc. (“UHF”) and Foundation for Better Housing, Inc. (“FBH”). UHF and FBH are determined to be related parties due to our reliance upon the performance of the collateral secured under the notes receivable. Payments are due from surplus cash flow of operations of the properties. A sale or refinance of any of the properties underlying these notes will be used to repay outstanding interest and principal for the remaining notes for the specific borrower. These notes are cross-collateralized for the specific borrower, but to the extent cash is received from a specific UHF or FBH property, it is applied first against any outstanding interest for the related-property note. The allowance on the UHF notes was a purchase allowance that was netted against the notes when acquired.

 

16

 

NOTE 6.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND INVESTEES

 

The summary data presented below includes our investments accounted for under the equity method, except for our investment in VAA which is discussed in detail in Note 2 ‘Investment in VAA’.

 

Investments in unconsolidated subsidiaries, jointly owned companies and other investees in which we have a 20% to 50% ownership 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 an unconsolidated joint venture.

 

Our interest in the common stock of ARL in the amount of 0.90% is accounted for under the equity method.

 

The following is a summary of the financial position and results of operations from our unconsolidated parent (dollars in thousands):

 

   As of June 30, 
Balance Sheet  2019   2018 
Real estate, net of accumulated depreciation  $549   $5,193 
Notes receivable   42,719    43,045 
Other assets   66,407    59,510 
Notes payable   (5,070)   (6,184)
Other liabilities   (33,855)   (30,927)
Shareholders’ equity/partners capital   (70,750)   (70,637)

 

 

   For the Six Months Ended June 30, 
Results of Operations  2019   2018 
Rents, interest and other income  $7,370   $3,388 
Operating expenses   (1,479)   (1,459)
Interest expense   (3,771)   (3,362)
Income (loss) from continuing operations  $2,120   $(1,433)
Net income (loss)  $2,120   $(1,433)
Company’s proportionate share of earnings (losses)  $19   $(13)

 

17

 

NOTE 7.

NOTES AND INTEREST PAYABLE

 

The following table is a summary of TCI’S notes and interest payable as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

   June 30,
2019
   December 31,
2018
 
Apartments  $94,614   $94,759 
Apartments under Construction   12,507    14,402 
Commercial   135,613    135,951 
Land   21,826    22,200 
Real estate held for sale   10,324    376 
Corporate and other notes   16,881    18,130 
Total notes payable  $291,765   $285,818 
Less: unamortized deferred borrowing costs   (9,059)   (9,425)
Total outstanding notes payable, net  $282,706   $276,393 
Accrued Interest   1,074    844 
Total notes payable, net and accrued interest  $283,780   $277,237 

 

In conjunction with the development of various apartment projects and land developments, we drew down $12.9 million in construction loans during the six months ended June 30, 2019.

 

NOTE 8.

BONDS PAYABLE

 

Following is the outstanding balance of SPC’s bonds and interest payable as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

   June 30,
2019
   December 31,
2018
 
Bonds (Series A)  $100,760   $106,686 
Bonds (Series B)   38,442    36,740 
Bonds (Series B expansion)   20,184    19,290 
Total outstanding bonds  $159,386   $162,716 
Less: deferred bond issuance costs   (7,029)   (8,179)
Total outstanding bonds, net   152,357    154,537 
Accrued Interest   4,971    4,037 
Total oustanding bonds, net and accrued interest  $157,328   $158,574 

 

18

 

The aggregate maturity of the bonds are as follows:

 

Year   June 30,
2019
   December 31,
2018
 
2019   $11,024   $22,049 
2020    22,049    22,049 
2021    33,629    33,629 
2022    33,629    33,629 
2023    30,070    30,070 
Thereafter    28,985    21,290 
    $159,386   $162,716 

 

On January 31, 2019, the Company paid $10.4 million and $5.8 million on bond principal and interests, respectively. During the six months ended June 30, 2019, the Company recognized a loss on foreign currency exchange rate of $8.1 million.

 

NOTE 9.

DEFERRED INCOME

 

In previous years, the Company has sold properties to related parties where we have had continuing involvement in the form of management or financial assistance associated with the sale of the properties. Because of the continuing involvement associated with the sale, the sales criteria for the full accrual method is not met, and as such the Company has deferred some or all of the gain recognition and accounted for the sale by applying the finance, deposit, installment or cost recovery methods, as appropriate, until the sales criteria is met. The gains on these transactions have been deferred until the properties are sold to a non-related third party. As of June 30, 2019, we had a deferred gain of $13.8 million.

 

NOTE 10.

RELATED PARTY TRANSACTIONS

 

During the ordinary course of business, we have related party transactions that include, but are not limited to, rental income, interest income, interest expense, general and administrative costs, commissions, management fees, and property expenses. In addition, we have assets and liabilities that include related party amounts. The related party amounts included in assets and liabilities, and the related party revenues and expenses received and paid are shown on the face of the Consolidated Financial Statements. 

 

The following table provides the reconciliation of the beginning and ending balances of accounts receivable from and (accounts payable) to related parties as of June 30, 2019 (dollars in thousands):

 

   June 30, 2019 
   Pillar   ARL   Total 
Related party receivable, beginning balance  $   $133,642   $133,642 
Cash transfers   19,675        19,675 
Advisory fees   (2,683)       (2,683)
Net income fee   (190)       (190)
Cost reimbursements   (5,052)       (5,052)
Interest income       4,801    4,801 
Notes receivable purchased   (31,857)       (31,857)
Expenses (paid)/received by advisor   7,094        7,094 
Related party receivable, ending balance  $(13,013)  $138,443   $125,430 

 

19

 

NOTE 11.

OPERATING SEGMENTS

 

Our segments are based on our method of internal reporting, which classifies our operations by property type. Our property types are grouped into commercial, apartments, land and other operating segments. 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 and other expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their net 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 fees, 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 notes receivable and corporate debt.

 

Presented below is our reportable segments’ operating income for the three months ended June 30, 2019 and 2018, including segment assets and expenditures (dollars in thousands):

 

   Commercial                 
For the Three Months Ended June 30, 2019  Properties   Apartments   Land   Other   Total 
Rental and other property revenues  $8,020   $3,818   $  $2   $11,840 
Property operating expenses   (4,410)   (2,017)   (88)   (807)   (7,322)
Depreciation   (2,732)   (707)           (3,439)
Mortgage and loan interest   (1,947)   (1,002)   (270)   (4,427)   (7,646)
Interest income               4,878    4,878 
Loss on sale of income producing property       (80)           (80)
Gain on land sales           2,133        2,133 
Segment operating (loss) income  $(1,069)  $12   $1,775   $(354)  $364 
Capital expenditures  $346   $9,596   $353   $   $10,295 
                          
Property Sales                         
Sales price  $   $3,096   $7,602   $   $9,497 
Cost of sale       (3,176)   (5,469)       (7,444)
(Loss) gain on sales  $   $(80)  $2,133   $   $2,053 

 

   Commercial                 
For the Three Months Ended June 30, 2018  Properties   Apartments   Land   Other   Total 
Rental and other property revenues  $7,404   $24,201   $  $2   $31,607 
Property operating expenses   (4,238)   (11,199)   (55)       (15,492)
Depreciation   (2,323)   (4,195)       (4)   (6,522)
Mortgage and loan interest   (1,893)   (5,342)   148    (7,088)   (14,175)
Interest income               3,544    3,544 
Segment operating (loss) income  $(1,050)  $3,465   $93   $(3,546)  $(1,038)
Capital expenditures  $   $2,092   $   $   $2,092 
                          
Property Sales                         
Sales price  $2,313   $   $   $   $2,313 
Cost of sale   (2,313)               (2,313)
Gain on sale  $   $   $   $   $ 

 

20

 

The following table provides the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations for the three months ended June 30, 2019 and 2018 (dollars in thousands):

 

   For the Three Months Ended June 30, 
   2019   2018 
Segment operating income (loss)  $364   $(1,038)
Other non-segment items of income (expense)          
General and administrative   (3,334)   (2,173)
Net income fee to related party   (90)   (53)
Advisory fee to related party   (1,035)   (2,726)
Other income   688    7,482 
Foreign currency translation (loss) gain   (2,325)   5,889 
Loss from joint venture   (236)    
Earnings (losses) from other unconsolidated investees   2    (9)
Net (loss) income from continuing operations  $(5,966)  $7,372 

 

Presented below is our reportable segments’ operating income for the six months ended June 30, 2019 and 2018, including segment assets and expenditures (dollars in thousands):

 

   Commercial                 
For the Six Months Ended June 30, 2019  Properties   Apartments   Land   Other   Total 
Rental and other property revenues  $16,247   $7,518   $  $4   $23,769 
Property operating expenses   (8,346)   (4,075)   (45)   (853)   (13,319)
Depreciation   (5,107)   (1,441)          (6,548)
Mortgage and loan interest   (3,914)   (1,936)   (523)   (9,232)   (15,605)
Interest income               9,436    9,436 
Loss on sale of income producing property       (80)           (80)
Gain on land sales           4,349        4,349 
Segment operating (loss) income  $(1,120)  $(14)  $3,781   $(645)  $2,002 
Capital expenditures  $4,045   $17,434   $2,832   $   $24,311 
Assets  $152,852   $153,950   $79,699   $   $386,501 
                          
Property Sales                         
Sales price  $   $3,096   $16,317   $   $18,212 
Cost of sale       (3,176)   (11,968)       (13,943)
(Loss) gain on sales  $   $(80)  $4,349   $   $4,269 

 

   Commercial                 
For the Six Months Ended June 30, 2018  Properties   Apartments   Land   Other   Total 
Rental and other property revenues  $14,959   $47,726   $  $4   $62,689 
Property operating expenses   (7,986)   (21,782)   (84)   (95)   (29,947)
Depreciation   (4,616)   (8,344)       (8)   (12,968)
Mortgage and loan interest   (3,742)   (10,798)   36    (13,764)   (28,268)
Interest income               7,420    7,420 
Gain on land sales           1,335        1,335 
Segment operating (loss) income  $(1,385)  $6,802   $1,287   $(6,443)  $261 
Capital expenditures  $2,725   $   $   $   $2,725 
Assets  $135,294   $764,672   $108,467   $648   $1,009,081 
                          
Property Sales                         
Sales price  $2,313   $8,512   $2,984   $   $13,809 
Cost of sale   (2,313)   (8,512)   (1,649)       (12,474)
Gain on sale  $   $   $1,335   $   $1,335 

 

21

 

The following table reconciles segment information to the corresponding amounts in the Consolidated Statements of Operations for the six months ended June 30, 2019 and 2018 (dollars in thousands):

 

   For the Six Months Ended June 30, 
   2019   2018 
Segment operating  income  $2,002   $261 
Other non-segment items of income (expense)          
General and administrative   (5,662)   (4,365)
Net income fee to related party   (190)   (106)
Advisory fee to related party   (2,683)   (5,474)
Other income   4,580    9,308 
Foreign currency translation (loss) gain   (8,143)   7,645 
Loss from joint venture   (1,291)    
(Losses) earnings from other unconsolidated investees   (5)   2 
Net (loss) income from continuing operations  $(11,392)  $7,271 

 

The following table reconciles the segment information to the corresponding amounts in the Consolidated Balance Sheets:

 

   As of June 30, 
   2019   2018 
Segment assets  $386,501   $1,009,081 
Investments in unconsolidated subsidiaries and investees   89,245    2,474 
Notes and interest receivable   116,864    83,463 
Other assets and receivables   261,277    273,727 
Total assets  $853,887   $1,368,745 

 

NOTE 12.

COMMITMENTS AND CONTINGENCIES AND LIQUIDITY

Liquidity. Management believes that TCI will generate excess cash from property operations in 2019; such excess, however, will not be sufficient to discharge all of TCI’s obligations as they become due. Management intends to sell land and income-producing real estate, refinance real estate and obtain additional borrowings primarily secured by real estate to meet its liquidity requirements.

Partnership Buyouts. TCI is the limited partner in various partnerships related to the construction of residential properties. As permitted in the respective partnership agreements, TCI intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to the completion of these projects. The amounts paid to buy out the non-affiliated partners are limited to development fees earned by the non-affiliated partners and are outlined in the respective partnership agreements.

Litigation. The ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its business, in the opinion of management, the outcome of such litigation will not have a material adverse impact upon the Company’s financial condition, results of operation or liquidity.

Guarantees. The Company is the primary guarantor on a $39.1 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 June 30, 2019 UHF was in compliance with the covenants to the loan agreement.

 

ART and ART Midwest, Inc.

 

While the Company and all entities in which the Company has a direct or indirect equity interest are not parties to or obligated in any way for the outcome, a formerly owned entity (American Realty Trust, Inc.) and its former subsidiary (ART Midwest, Inc.) have been engaged since 1999 in litigation with Mr. David Clapper and entities related to Mr. Clapper (collectively, the “Clapper Parties”). The matter originally involved a transaction in 1998 in which ART Midwest, Inc. was to acquire eight residential apartment complexes from the Clapper Parties. Through the years, a number of rulings, both for and against American Realty Trust, Inc. “ART” and ART Midwest, Inc., were issued. In October 2011, a ruling was issued under which the Clapper Parties received a judgment for approximately $74 million, including $26 million in actual damages and $48 million interest. The ruling was 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. Subsequently, the trial court recalculated the damage award, reducing it to approximately $59 million, inclusive of actual damages and then current interest. ART was also a significant owner of a partnership interest in the partnership that was awarded the initial damages in this matter.

 

22

The Clapper Parties subsequently filed a new lawsuit against ARI, its subsidiary EQK Holdings, Inc. “EQK”, and ART. The Clapper Parties seek damages from ARL for payment by ART to ARL of ART’s stock in EQK in exchange for a release of the Antecedent Debt owed by ART to ARI. In February 2018 the court determined that this legal matter should not have been filed in federal court and therefore granted motions to dismiss on jurisdictional grounds. In June 2018, the court overruled its own grant of motions to dismiss and reinstated the case. We continue to vigorously defend the case and management believes it has defenses to the claims.

 

In 2005, ART filed suit against a major national law firm over the initial transaction. That action was initially abated while the principal case with the Clapper Parties was pending, but the abatement was recently lifted. The trial court subsequently dismissed the case on procedural grounds, but ART has filed a notice of appeal. The appeal was heard in February 2018 and we are awaiting a ruling by the appeals court. In January 2012, the Company sold all of the issued and outstanding stock of ART to an unrelated party for a promissory note in the amount of $10 million. At December 31, 2012, the Company fully reserved and valued such note at zero.

 

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 was $0.256 million in damages, plus pre-judgment interest of $0.192 million for a total amount of $0.448 million. The Judgment awarded ART was $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 was $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 were paid. Lastly, the Judgement awarded Basic, ART, and TCI was $1.6 million collectively in attorneys’ fees from Dynex Commercial, Inc.

 

TCI is working with counsel to identify assets and collect on the Final Judgment against Dynex Commercial, Inc., as well as pursue additional claims, if any, against Dynex Capital, Inc.

 

Berger Litigation

 

On February 4, 2019, an individual claiming to be a stockholder holding 7,900 shares of Common Stock of Income Opportunity Realty Investors, Inc. (“IOR”) filed a Complaint in the United States District Court for the Northern District of Texas, Dallas Division, individually and allegedly derivatively on behalf of IOR, against Transcontinental Realty Investors, Inc. (“TCI”), American Realty Investors, Inc. (“ARL”), (TCI is a shareholder of IOR, ARL is a shareholder of TCI) Pillar Income Asset Management, Inc. (“Pillar”), ( collectively the “Companies”), certain officers and directors of the Companies (“Additional Parties”) and two other individuals. The Complaint filed alleges that the sale and/or exchange of certain tangible and intangible property between the Companies and IOR during the last ten years of business operations constitutes a breach of fiduciary duty by the one or more of Companies, the Additional Defendants and/or the directors of IOR. The case alleges other related claims. The Plaintiff seeks certification as a representative of IOR and all of its shareholders, unspecified damages, a return to IOR of various funds and an award of costs, expenses, disbursements (including Plaintiff’s attorneys’ fees) and prejudgment and post-judgment interest. The named Defendants intend to vigorously defend the action, deny all of the allegations of the Complaint, and believe the allegations to be wholly without any merit. The Defendants have filed and motions to dismiss the case in its entirety are currently pending.

NOTE 13.

EARNINGS PER SHARE

 

Earnings per share (“EPS”) have been computed pursuant to the provisions of ASC 260 “Earnings per Share.” Basic EPS is calculated by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Shares issued during the period shall be weighted for the portion of the period that they were outstanding.

 

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.

 

23

 

As of June 30, 2019, there are no preferred stock or stock options that are required to be included in the calculation of EPS.

 

NOTE 14.

SUBSEQUENT EVENTS

 

The date to which events occurring after June 30, 2019, the date of the most recent balance sheet, have been evaluated for possible adjustment to the Consolidated Financial Statements or disclosure is August 14, 2019, which is the date on which the Consolidated Financial Statements were available to be issued.

 

On July 28, 2019 the Company issued Series C bonds in the amount of NIS 275 million in exchange for a par value (or approximately $78 million). The bonds are reported in NIS, and registered on the TASE, bear annual interest of 4.65%. One of the Company’s commercial building complex is pledged as collateral for this issuance. On August 9, 2019, approximately $42 million of the bond proceeds was used to pay off the commercial building mortgage.

 

24

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis by management should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and in the Company’s Form 10-K for the year ended December 31, 2018 (the “Annual Report”).

 

This Report on Form 10-Q 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 construction and mortgage financing and the use of debt to fund acquisitions and developments;
  demand for apartments and commercial properties in the Company’s markets and the effect on occupancy and rental rates;
  the Company’s ability to obtain financing, enter into joint venture arrangements in relation to or self-fund the development or acquisition of properties;
  risks associated with the timing and amount of property sales and the resulting gains/losses associated with such sales;
  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;

 

25

 

  risks associated with our dependence on key personnel whose continued service is not guaranteed; and
  the other risk factors identified in this Form 10-Q, including those described under the caption “Risk Factors.”

The risks included here are not exhaustive. 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 factors listed and described at Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review. There have been no changes from the risk factors previously described in the Company’s Form 10-K for the fiscal year ended December 31, 2018.

 

Other sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time-to-time and it is not possible for management to predict all such matters; nor can we assess the impact of all such matters 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 prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise as we file them with the SEC.

 

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. Our 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 urban in-fill locations or high-growth suburban markets. We are an active buyer and seller of real estate.

 

During the six months ended June 30, 2019, the Company sold 63.94 acres of land for an aggregate sales price of $16.3 million and purchased 9.41 acres for an aggregate purchase price of approximately $2.8 million. In addition, the Company acquired 1.27 acres of land in exchange for a note receivable with a face value of $1.8 million.

 

We sold a multifamily residential property, located in Mary Ester, Florida for a total sales price of $3.1 million, and recognized a loss on the sale of $0.08 million.

 

The Company purchased an option to buy 37.8 acres of land (6.3 acres located in Collin County, Texas and 31.5 acres located in Clark County, Nevada) for $2.0 million from a third party land developer. In addition, we advanced $10.8 million to several developers with the option to purchase the residential properties under construction at a future date, and sold tax increment receivables related to infrastructure development work at Windmill Farms, located in Kaufman County, Texas for $7.0 million.

 

We entered into a purchase and sale agreement with a third party for the sale of Vista Ridge Apartments, located in Lee County, Mississippi. This asset is classified as ‘held for sale’ for the quarter ended June 30, 2019.

 

As of June 30, 2019, we owned 1,512 units in nine residential apartment communities, and seven commercial properties comprising approximately 1.7 million rentable square feet. In addition, we own approximately 2,256 acres of land held for development. The Company currently owns income-producing properties and land in eight states.

 

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 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. We 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 our wholly-owned properties. When we sell assets, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable. We generate operating revenues primarily by leasing apartment units to residents and leasing office, retail and industrial space to commercial tenants. We have no employees.

 

26

 

We have 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.

 

Pillar Income Asset Management, Inc. (“Pillar”) is the Company’s external Advisor and Cash Manager. Although the Board of Directors is directly responsible for managing the affairs of TCI, and for setting the policies which guide it, the day-to-day operations of TCI are performed by Pillar, as the contractual Advisor, under the supervision of the Board. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities and arranging debt and equity financing for the Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to their decisions in connection with TCI’s business plan and investment policy. Pillar also serves as an Advisor and Cash Manager to ARL and IOR.

 

Regis Realty Prime, LLC (“Regis”) manages our commercial properties and provides brokerage services for our real estate portfolio. TCI engages third-party companies to lease and manage its apartment properties.

 

Critical Accounting Policies

 

We present our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The FASB Accounting Standards Codification (“ASC”) is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. 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. Our investment in ARL and VAA is accounted for under the equity method.

 

27

 

Real Estate

 

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-market” 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.

 

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 cease capitalization when a building is considered substantially complete and ready for its intended use, but no later than one year from the cessation of major construction activity.

 

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 project costs incurred during the period of development.

 

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. 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.

 

Investments 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 we exercise significant influence over, but do 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 our 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, we consolidate those in which we are the primary beneficiary.

 

28

 

Recognition of Rental Income

 

Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. 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, 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 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.

 

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 4 “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.

 

29

 

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 following discussion and analysis is based on our Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018, as included in Part I, Item 1. “Financial Statements” of this report. At June 30, 2019 and 2018, we owned or had interests in a portfolio of nine and fifty-three income-producing properties, respectively.

 

Comparison of the three months ended June 30, 2019 to the same period ended 2018:

 

For the three months ended June 30, 2019, we reported a net loss applicable to common shares of $6.3 million or $0.73 per diluted share, compared to a net income applicable to common shares of $7.0 million or $0.81 per diluted share for the same period in 2018.

 

Revenues

 

Rental and other property revenues were $11.8 million for the three months ended June 30, 2019, compared to $31.6 million for the same period in 2018. The $19.8 million decrease is primarily due to a decrease in the amount of multifamily residential apartment buildings currently in our portfolio of nine as compared to fifty-three multifamily residential apartment buildings for the same period a year ago as a result of the deconsolidation of forty-nine residential apartment properties that were sold into the VAA Joint Venture during the fourth quarter of 2018. As the assets are now treated as unconsolidated investments, our share of rental revenues is part of income from unconsolidated investments in the current period and are no longer treated as rental income (Refer to Note 2). 

 

Expenses

 

Property operating expenses decreased by $8.2 million to $7.3 million for the three months ended June 30, 2019 as compared to $15.5 million for the same period in 2018. The decrease in property operating expenses is primarily due to the deconsolidation of forty-nine residential apartment properties that were sold into the VAA Joint Venture during the fourth quarter of 2018 which resulted in a decrease in salary and related payroll expenses of $1.8 million, real estate taxes of approximately $2.4 million, management fees paid to third parties of $0.7 million, and other general property operating and maintenance expenses of $3.3 million.

 

30

 

Depreciation and amortization decreased by $3.1 million to $3.4 million during the three months ended June 30, 2019 as compared to $6.5 million for the three months ended June 30, 2018. This decrease is primarily due to the deconsolidation of the residential apartments in connection with our previous sale and contribution of our interests to the VAA Joint Venture.

 

General and administrative expense was $3.3 million for the three months ended June 30, 2019 and $2.2 million for the same period in 2018. The increase of $1.1 million in general and administrative expenses is due primarily to increases in fees paid to our Advisors of $0.9 million and professional fees of $0.2 million.

 

Other income (expense)

 

Interest income was $4.9 million for the three months ended June 30, 2019, compared to $3.5 million for the same period in 2018. The increase of $1.4 million was due primarily to an increase of $1.3 million in interest on the receivables owed by our Advisors.

 

Other income was $0.7 million for the three months ended June 30, 2019, compared to $7.5 million for the same period in 2018. The decrease of $6.8 million was due primarily to cash proceeds of $0.2 million received during the quarter ended June 30, 2019, from the collection of tax increment incentives related to infrastructure development work at Mercer Crossing, located in Farmers Branch, Texas, and other miscellaneous income of $0.5 million, compared to insurance proceeds received during the second quarter of 2018 of approximately $6.6 million as a result of damages caused by a hurricane to one of our properties that was subsequently sold during the same quarter.

 

Mortgage and loan interest expense was $7.6 million for the three months ended June 30, 2019 as compared to $14.2 million for the same period in 2018. The decrease of $6.6 million is due to the deconsolidation of residential apartment properties into the VAA Joint Venture which were encumbered by mortgage debt.

 

Foreign currency transaction was a loss of $2.3 million for the three months ended June 30, 2019 as compared to a gain of $5.9 million for the same period in 2018. The foreign currency loss is due primarily to a decrease in the exchange rate of our Israel New Shekels (NIS) denominated corporate bonds registered on the Tel-Aviv Stock Exchange. The exchange rate of the NIS to USD went from 3.63 at the beginning of the second quarter to an exchange rate of 3.58 at June 30, 2019. As of June 30, 2019, we have outstanding bonds of $159.4 million (or NIS 570 million) and accrued interest payable of approximately $2.8 million (or NIS 10.1 million).

 

Loss from unconsolidated investments was a net of $0.2 million for the three months ended June 30, 2019 as compared to a loss of $0.009 million for the three months ended June 30, 2018. The loss from unconsolidated investments during the second quarter just ended was driven primarily from our share in the losses reported by our VAA Joint Venture of $0.2 million (Refer to Note 2).

 

Loss from the sale of income-producing property increased for the three months ended June 30, 2019 as compared to the prior period. In the current period, we sold a multifamily residential property, located in Mary Ester, Florida for a sales price of $3.1 million and recorded a loss of $0.08 million. There were no apartment sales for the three months ended June 30, 2018.

 

Gain on land sales increased for the three months ended June 30, 2019 as compared to the prior period. In the current period, we sold 41.6 acres of land for an aggregate sales price of $7.6 million and recorded a gain of $2.1 million.  There were no land sales for the three months ended June 30, 2018.

 

Comparison of the six months ended June 30, 2019 to the same period ended 2018:

 

For the six months ended June 30, 2019, we reported a net loss applicable to common shares of $11.9 million or $1.37 per diluted share, compared to a net income applicable to common shares of $6.6 million or $0.75 per diluted share for the same period in 2018.

 

31

 

Revenues

 

Rental and other property revenues were $23.8 million for the six months ended June 30, 2019, compared to $62.7 million for the same period in 2018. The $38.9 million decrease is primarily due to a decrease in the amount of multifamily residential apartment buildings currently in our portfolio of nine as compared to fifty-three multifamily residential apartment buildings for the same period a year ago as a result of the deconsolidation of forty-nine residential apartment properties that were sold into the VAA Joint Venture during the fourth quarter of 2018. As the assets are now treated as unconsolidated investments, our share of rental revenues is part of income from unconsolidated investments in the current period and are no longer treated as rental income (Refer to Note 2). 

 

Expenses

 

Property operating expenses decreased by $16.6 million to $13.3 million for the six months ended June 30, 2019 as compared to $29.9 million for the same period in 2018. The decrease in property operating expenses is primarily due to the deconsolidation of forty-nine residential apartment properties that were sold into the VAA Joint Venture during the fourth quarter of 2018 which resulted in a decrease in salary and related payroll expenses of $3.5 million, real estate taxes of approximately $5.0 million, management fees paid to third parties of $1.4 million and other general property operating and maintenance expenses of $6.7 million.

 

Depreciation and amortization decreased by $6.5 million to $6.5 million during the six months ended June 30, 2019 as compared to $13.0 million for the same period in 2018. This decrease is primarily due to the deconsolidation of the residential apartments in connection with our previous sale and contribution of our interests to the VAA Joint Venture.

 

General and administrative expense was $5.7 million for the six months ended June 30, 2019, compared to $4.4 million for the same period in 2018. The increase of $1.3 million in general and administrative expenses is the result of increases in fees paid to our Advisors of $1.3 million, professional fees of $0.2 million, letter of credit fees of $0.3 million offset by a decrease in auditing, tax and other general administrative fees of $0.5 million.

 

Other income (expense)

 

Interest income was $9.4 million for the six months ended June 30, 2019, compared to $7.4 million for the same period in 2018. The increase of $2.0 million was due primarily to an increase of $1.9 million in interest on receivables owed from our Advisors.

 

Other income was $4.6 million for the six months ended June 30, 2019, compared to $9.3 million for the same period in 2018, a decrease of $4.7 million. During the six months just ended, we recognized a gain of $3.6 million as a result of deferred income associated with the sale of land held by IOR, and received cash proceeds of $0.2 million from the collection of tax increment incentives from the city of Farmers Branch, Texas related to infrastructure development work at Mercer Crossing. For the same period a year ago, we received insurance proceeds of $6.6 million for one of our properties for damages caused by a hurricane, and recognized miscellaneous income of approximately $2.2 million.

 

Mortgage and loan interest expense was $15.6 million for the six months ended June 30, 2019 as compared to $28.2 million for the same period in 2018. The decrease of $12.6 million is due to the deconsolidation of residential apartment properties into the VAA Joint Venture which were encumbered by mortgage debt.

 

Foreign currency transaction was a loss of $8.1 million for the six months ended June 30, 2019 as compared to a gain of $7.6 million for the same period in 2018. The foreign currency loss is due primarily to a decrease in the exchange rate of our Israel New Shekels (NIS) denominated corporate bonds registered on the Tel-Aviv Stock Exchange. The exchange rate of the NIS to USD went from 3.64 at the beginning of the year to an exchange rate of 3.58 at June 30, 2019. As of June 30, 2019, we have outstanding bonds of $159.4 million (or NIS 570 million) and accrued interest payable of approximately $4.9 million (or NIS 16.7 million).

 

Loss from unconsolidated investments was a net of $1.3 million for the six months ended June 30, 2019 as compared to earnings of $0.002 million for the six months ended June 30, 2018. The loss from unconsolidated investments during the first half of 2019 was driven primarily from our share in the losses of $1.3 million reported by our joint venture VAA (Refer to Note 2).

 

32

 

Loss from the sale of income-producing property increased for the six months ended June 30, 2019 as compared to the prior period. During the first half of 2019, we sold a multifamily residential property for a sales price of $3.1 million and recorded a loss of $0.08 million. There were no apartment sales for the six months ended June 30, 2018.

 

Gain on land sales increased by $3.0 million for the six months ended June 30, 2019 as compared to the prior period. During the first half of 2019, we sold 63.9 acres of land for an aggregate sales price of $16.3 million and recorded a gain of $4.3 million.  For the same period a year ago, we sold 112.2 acres of land for a sales price of $7.2 million and recorded a total gain of $1.3 million.

 

Liquidity and Capital Resources

 

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;

 

  collection of receivables from related party companies;

 

  refinancing of existing debt; and

 

  additional borrowing, including mortgage notes, mezzanine financing and lines of credit.

 

We draw on multiple financing sources to fund our long-term capital needs. We generally fund our development projects with construction loans. Management anticipates that our available cash 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 borrowing secured by real estate to meet its liquidity requirements. Although the past cannot predict the future, historically, management has been successful at extending a portion of our current maturity obligations and selling assets as necessary to meet current obligations.

 

33

 

Cash Flow Summary

 

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows as presented in Part I, Item 1. “Financial Statements” and is not meant to be an all-inclusive discussion of the changes in our cash flow (dollars in thousands):

 

   For the Six Months Ended
June 30,
         
   2019   2018   Variance   Incr / (Decr) 
Net cash (used in) provided by operating activities  $(15,762)  $1,119   $(16,881)  $(16,881)
Net cash (used in) investing activities  $(7,904)  $(49,813)  $41,909   $41,909 
Net cash (used in) provided by financing activities  $(718)  $53,126   $(53,844)  $(53,844)

 

Our 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. In addition, we have a related party account in which excess cash is transferred to or from.

 

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. During the six months ended June 30, 2019, we advanced $0.95 million toward various notes receivable, purchased land for development for $2.8 million, and invested approximately $21.5 million for the development of new properties and improvement of income producing properties. For the six months ended June 30, 2018, we advanced $11.5 million toward various notes receivable and invested $50.2 million for development of new properties and improvement of income producing properties. 

 

Our primary sources of cash from investing activities are from the proceeds on the sale of land and income-producing properties. During the six months ended June 30, 2019, we received aggregate sales proceeds of $15.8 million from the sale of 63.94 acres of land and recorded a gain of $4.3 million and sold a residential property for which we received cash proceeds of $1.3 million and a plot of land valued at $1.8 million. For the six months ended June 30, 2018, we received aggregate sales proceeds of $2.6 million from the sale of approximately 62 acres of land and recorded a gain on the sale of $1.3 million. In addition, we received aggregate sale proceeds of $2.7 million from the sale of six income producing properties and a golf course, and collected $6.5 million from a related party note receivable.

 

Our primary sources of cash from financing activities are from proceeds on notes payables either through refinancing our existing loans or by obtaining new financing. Our primary cash outlays are for recurring debt payments and payments on maturing notes payable. During the six months ended June 30, 2019, the decrease in cash flow from financing activities is primarily due to a payment on bond principal of $10.4 million, and payments on our outstanding notes of $3.1 million, offset by proceeds from notes of $12.9 million. During the six months ended June 30, 2018, the increase in cash flow from financing activities is primarily due to $39.4 million of proceeds received from the sale of nonconvertible Series B Bonds by Southern.

 

Environmental Matters

 

Under various federal, state and local environmental laws, ordinances and regulations, we 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 our business, assets or results of operations.

 

34

 

Inflation

 

The effects of inflation on our operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with inflationary increases, market conditions and decreases in real estate 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, earnings from short-term investments, the cost of new financings and the cost of variable interest rate debt will be affected.

 

Tax Matters 

 

TCI is a member of the May Realty Holdings, Inc., (“MRHI”) consolidated group for federal income tax reporting.  There is a tax sharing and compensating agreement between American Realty Investors, Inc. (“ARL”), Income Opportunities Realty Investors, Inc. (“IOR”), and TCI.

 

Financial statement income varies from taxable income principally due to the accounting for income and losses of investees, gains and losses from asset sales, depreciation on owned properties, amortization of discounts on notes receivable and payable and the difference in the allowance for estimated losses. TCI had a taxable loss for federal income tax purposes for the six months ended June 30, 2019

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

 

We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments.  Our management’s objectives, with regard to interest rate risks, are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs.  To achieve these objectives, we will borrow primarily at fixed rates or variable rates with the lowest margins available and in some cases, with the ability to convert variable rates to fixed rates.  Of our $292 million in notes payable at June 30, 2019, $41.6 million represented debt subject to variable interest rates. If our variable interest rates increased 100 basis points, we estimate that total annual interest cost, would increase by approximately $0.2 million, and would result in an increase of $0.03 in our loss per share for the six months ended June 30, 2019.

 

At June 30, 2019, the Company’s weighted average borrowing rate was approximately 7.2%.  Our variable rate exposure is mitigated through the ability to secure long-term fixed rate HUD financing on the residential apartment complexes.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.

 

There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

35

 

PART II. OTHER INFORMATION

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

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 purchased under this program during the first six months ended June 30, 2019. As of June 30, 2019, 1,230,535 shares have been purchased and 406,465 shares may be purchased under the program.

 

36

 

ITEM 6. EXHIBITS

 

The following exhibits are filed with this report or incorporated by reference as indicated;

 

Exhibit
Number
  Description
     
  3.0   Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to Exhibit No. 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991).
     
  3.1   Certificate of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated June 3, 1996).
     
  3.2   Certificate of Amendment of Articles of Incorporation of Transcontinental Realty Investors, Inc., dated October 10, 2000 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
     
  3.3   Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., setting forth the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Preferred Stock, dated October 20, 1998 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998).
     
  3.4   Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designations, References, Limitations, Restriction and Relative Rights of Series B Cumulative Convertible Preferred Stock, dated October 23, 2000 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000).
     
  3.5   Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designating, Preferences, Limitations, Restrictions and Relative Rights of Series C Cumulative Convertible Preferred Stock, dated September 28, 2001 (incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
     
  3.6   Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., Decreasing the Number of Authorized Shares of and Eliminating Series B Preferred Stock dated December 14, 2001 (incorporated by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001).
     
  3.7   By-Laws of Transcontinental Realty Investors, Inc. (incorporated by reference to Exhibit No. 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991).

 

37

 

  3.8   Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designations, Preferences, Limitations, Restrictions and Relative Rights of Series D Cumulative Preferred Stock filed August 14, 2006 with the Secretary of State of Nevada (incorporated by reference to Registrant’s Current Report on Form 8-K for event dated November 21, 2006 at Exhibit 3.8 thereof).
     
10.1   Advisory Agreement dated as of April 30, 2011, between Transcontinental Realty Investors, Inc., and Pillar Income Asset Management, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K for event occurring May 2, 2011).
     
31.1*   Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
     
31.2*   Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
     
32.1*   Certification pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema Document
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

     
  * Filed herewith.

 

38

 

SIGNATURE PAGE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  TRANSCONTINENTAL REALTY INVESTORS, INC.
   
     
Date: August 14, 2019 By: /s/ Daniel J. Moos
    Daniel J. Moos
   

President and Chief Executive Officer

(Principal Executive Officer)

 

Date: August 14, 2019 By: /s/ Alla Dzyuba
    Alla Dzyuba
   

Vice President and Chief Accounting Officer

(Principal Financial Officer)

 

39