8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of earliest event reported):    March 30, 2015

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-14784	75-2615944
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1603 LBJ Freeway, Suite 800 Dallas, Texas		75234
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code   469-522-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

On March 30, 2015, Income Opportunity Realty Investors, Inc. (“IOT” or the “Company”) announced its operational results for the year ended December 31, 2014.  A copy of the announcement is attached as Exhibit “99.1.”

The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.  We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit Designation	Description of Exhibit
99.1*	Press Release dated March 30, 2015
_____________________ *Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 1, 2015  INCOME OPPORTUNITY REALTY INVESTORS, INC. By: /s/ Gene S. Bertcher Gene S. Bertcher, Executive Vice President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE   FOR IMMEDIATE RELEASE     Contact: Income Opportunity Realty Investors, Inc. Investor Relations  (800) 400-6407   investor.relations@incomeopp-realty.com

Income Opportunity Realty Investors, Inc. Reports Fourth Quarter and Full Year 2014 Results

DALLAS (March 30, 2015) Income Opportunity Realty Investors, Inc. (NYSE MKT: IOT), a Dallas-based real estate investment company, today reported results of operations for the fourth quarter ended December 31, 2014.  For the three months ended December 31, 2014, the Company reported net loss of $0.3 million or $0.08 per share for the period ended December 31, 2014, as compared to net income of $3.6 million or $0.86 per share for the same period ended 2013.

We had net income of $1.6 million or $0.37 per diluted earnings per share for the year ended December 31, 2014, as compared to net income applicable to common shares of $5.5 million or $1.33 per diluted earnings per share for the same period ended 2013.  The current period net income of $1.6 million includes $0.6 million of general and administrative expenses, $0.2 million of net income fees owed our Advisor and a tax-sharing agreement expense of $0.9 million due to our parent.

Our primary business is investing in real estate and mortgage receivables.  The Company has invested in over 150 acres of land held for development or sale in the Mercer Crossing development located in Farmers Branch, Texas.  The Mercer Crossing development is a 1,200 acre assembly of properties at the demographic center of the Dallas – Fort Worth Metroplex.  Surrounded by three major highways and adjacent to current and future public transportation systems, Mercer Crossing is in a prime location for future growth and development.

The principal source of revenue for the Company is interest income on over $25.4 million of note receivables due from related parties.  During the current period, these notes generated $4.7 million of interest income.

Expenses were lower in the current period with the largest decrease in the Mortgage and Loan Interest expense category.  This decrease was due to the Mercer/Travelers land mortgage note buyout in December 2013 that was replaced with a new note with a lower principal balance.

Operating expenses and General and Administrative expenses were both lower in the current period primarily due to a decrease in legal fees and professional fees.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, holds a portfolio of equity real estate in Texas, including undeveloped land.  The Company invests in real estate through direct equity ownership and partnerships.  For more information, visit the Company’s website at www.incomeopp-realty.com.

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended December 31,
	2014			2013			2012
	(dollars in thousands, except per share amounts)
Revenues:
Rental and other property revenues	$	-		$	-		$	-
Expenses:
Property operating expenses (including $46, $51 and $61 for the year ended 2014, 2013 and 2012, respectively, from related parties)		50			87			67
General and administrative (including $237, $234 and $155 for the year ended 2014, 2013 and 2012, respectively, from related parties)		573			734			334
Net income fee to related party		203			695			180
Advisory fee to related party		692			830			815
Total operating expenses		1,518			2,346			1,396
Net operating loss		(1,518	)		(2,346	)		(1,396	)
Other income (expenses):
Interest income from related parties		4,729			7,129			5,183
Other income		-			5,804			-
Mortgage and loan interest		(674	)		(1,160	)		(1,284	)
Loan charges		(32	)		(830	)		-
Earnings from unconsolidated subsidiaries and investees		-			-			(37	)
Total other income		4,023			10,943			3,862
Income before gain on land sales, non-controlling interest, and taxes		2,505			8,597			2,466
Income from continuing operations before tax		2,505			8,597			2,466
Income tax expense		(946	)		(3,063	)		(876	)
Net income from continuing operations		1,559			5,534			1,590
Discontinued operations:
Net loss from discontinued operations		-			(24	)		(106	)
Income tax benefit from discontinued operations		-			8			37
Net loss from discontinued operations		-			(16	)		(69	)
Net income	$	1,559		$	5,518		$	1,521
Earnings per share - basic
Income from continuing operations	$	0.37		$	1.33		$	0.38
Loss from discontinued operations		-			-			(0.02	)
Net income	$	0.37		$	1.33		$	0.36
Earnings per share - diluted
Income from continuing operations	$	0.37		$	1.33		$	0.38
Loss from discontinued operations		-			-			(0.02	)
Net income	$	0.37		$	1.33		$	0.36
Weighted average common shares used in computing earnings per share		4,168,214			4,168,214			4,168,214
Weighted average common shares used in computing diluted earnings per share		4,168,214			4,168,214			4,168,214

INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
	December 31,			December 31,
	2014			2013
	(dollars in thousands, except par value amount)
Assets
Real estate land holdings, at cost	$	25,717		$	24,511
Total real estate		25,717			24,511
Notes and interest receivable from related parties		27,461			30,693
Less allowance for doubtful accounts		(1,826	)		(1,826	)
Total notes and interest receivable		25,635			28,867
Cash and cash equivalents		7			3
Receivable and accrued interest from related parties		40,460			39,207
Other assets		1,257			1,225
Total assets	$	93,076		$	93,813
Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable	$	10,240		$	12,357
Accounts payable and other liabilities		37			216
Total liabilities		10,277			12,573
Shareholders’ equity:
Common stock, $0.01 par value, authorized 10,000,000 shares; issued 4,173,675 and outstanding 4,168,214 shares in 2014 and 2013		42			42
Treasury stock at cost, 5,461 shares in 2014 and 2013		(39	)		(39	)
Paid-in capital		61,955			61,955
Retained earnings		20,841			19,282
Total shareholders' equity		82,799			81,240
Total liabilities and shareholders' equity	$	93,076		$	93,813