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): May 13, 2020                                                            

 

 

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))

 

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

 

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Stock, par value $0.01	IOR	NYSE American

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

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Section 2 – Financial Information

 

Item 2.02. Results of Operations and Financial Condition

 

On May 13, 2020, Income Opportunity Realty Investors, Inc. (“IOR” or the “Company”) announced its operational results for the quarter ended March 31, 2020. 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 No. Description

 

99.1*       Press release dated May 13, 2020 

 

_________________________

* Furnished herewith

 

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: May 14, 2020
			INCOME OPPORTUNITY REALTY INVESTORS, INC.
		By:	/s/ Gene S. Bertcher
			Gene S. Bertcher
			Executive Vice President and
			Chief Financial Officer

 

 

 

Exhibit "99.1"

 

NEWS RELEASE   FOR IMMEDIATE RELEASE

Contact:   Income Opportunity Realty Investors, Inc. Investor Relations Gene Bertcher (800) 400-6407 investor.relations@incomeopp-realty.com

 

Income Opportunity Realty Investors, Inc. Reports First Quarter 2020 Results

 

DALLAS--(May 13, 2020)--Income Opportunity Realty Investors, Inc. (NYSE American: IOR), a Dallas-based real estate investment company, today reported results of operations for the first quarter ended March 31, 2020.

For the three months ended March 31, 2020, the Company reported a net income per diluted share of $841,000 or $0.20 per diluted share, as compared to net income of $970,000 or $0.23 per diluted share for the same period ended 2019.

Our primary business is investing in real estate and mortgage note receivables.

Expenses

General and administrative expenses were $139 thousand for the three months ended March 31, 2020. This represents an increase of $6 thousand, compared to general and administrative expenses of $133 thousand for the three months ended March 31, 2019. This increase was primarily driven by an increase in legal fees of approximately $8 thousand.

Advisory fees were $189 thousand for the three months ended March 31, 2020 compared to $181 thousand for the same period in 2019 for an increase of $8 thousand. Advisory fees are computed based on a gross asset fee of 0.0625% per month (0.75% per annum) of the average of the gross asset value.

Net income fee to related party was $86 thousand for the three months ended March 31, 2020. This represents a decrease of $14 thousand, compared to the net income fee of $100 thousand for the three months ended March 31, 2019. The net income fee paid to our Advisor is calculated at 7.5% of net income.

Other income (expense)

Interest income decreased to $1.5 million for the three months ended March 31, 2020 compared to $1.6 million for the same period in 2019. The decrease of $100 thousand was primarily due to a decrease in the prime interest rate used to calculate interest on the receivable amount owed from our Advisor and other related parties.

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

(Unaudited)

 

		For the Three Months Ended March 31,
		2020				2019
		(dollars in thousands, except par share amount)
Expenses:
General and administrative (including $72 and $87 for the three months ended 2020 and 2019, respectively, to related parties)		$	139			$	133
Net income fee to related party			86				100
Advisory fee to related party			189				181
Total operating expenses			414				414
Net operating loss			(414	)			(414	)
Other income (expenses):
Interest income from related parties			1,479				1,642
Total other income			1,479				1,642
Income before taxes			1,065				1,228
Income tax expense			224				258
Net income		$	841			$	970
Earnings per share - basic and diluted
Net income		$	0.20			$	0.23
Weighted average common shares used in computing earnings per share			4,168,214				4,168,214

 

INCOME OPPORTUNITY REALTY INVESTORS, INC. 

CONSOLIDATED BALANCE SHEETS 

 

		March 31, 2020				December 31, 2019
		(Unaudited)				(Audited)
		(dollars in thousands, except par value amount)
Assets
Notes and interest receivable from related parties		$	13,573			$	14,030
Total notes and interest receivable			13,573				14,030
Cash and cash equivalents			14				5
Receivable and accrued interest from related parties			87,496				86,221
Total assets		$	101,083			$	100,256
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and other liabilities		$	—			$	14
Total liabilities			—				14
Shareholders’ equity:
Common stock, $0.01 par value, authorized 10,000,000 shares; issued 4,173,675 and outstanding 4,168,214 shares in 2020 and 2019			42				42
Treasury stock at cost, 5,461 shares in 2020 and 2019			(39	)			(39	)
Paid-in capital			61,955				61,955
Retained earnings			39,125				38,284
Total shareholders' equity			101,083				100,242
Total liabilities and shareholders' equity		$	101,083			$	100,256