-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hl9HmTWJJH6t0SbsWxrZ6zjDU+13OMH8lStygaIpksuRvlmgw3njzj+mmD3Z9gRA ef5lz/dyXnFL1P7evppXYQ== 0000733590-06-000007.txt : 20060815 0000733590-06-000007.hdr.sgml : 20060815 20060814182724 ACCESSION NUMBER: 0000733590-06-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL REALTY INVESTORS INC CENTRAL INDEX KEY: 0000733590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946565852 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09240 FILM NUMBER: 061032588 BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 MAIL ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST /CA/ DATE OF NAME CHANGE: 19890815 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST DATE OF NAME CHANGE: 19861005 8-K 1 form8-k.htm TCI 8-K EARNINGS RELEASE FOR PERIOD ENDING 6-30-2006 TCI 8-K Earnings Release for Period Ending 6-30-2006
 


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):  June 30, 2006
 


TRANSCONTINENTAL REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in its Charter)

 
Nevada
 
 
001-09240
 
 
94-6565852
 
 
(State or other
jurisdiction of incorporation)
 
 
(Commission
File No.)
 
 
(I.R.S. Employer
Identification No.)
 
     
   
 
1800 Valley View Lane, Suite 300
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 August 14, 2006, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter year ended June 30, 2006. 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

 
(c)
Exhibits.

The following exhibit is furnished with this Report:

 
Exhibit Designation
 
 
 
Description of Exhibit
 
 
99.1*
 
 
Press Release dated August 14, 2006
 
 
_____________________
*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.


Date: August 14, 2006
By: /s/ Steven A. Abney    
 
Steven A. Abney
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial and Accounting Officer and Acting Principal Executive Officer)
   

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1
NEWS RELEASE
 
FOR IMMEDIATE RELEASE
Contact:
Transcontinental Realty Investors, Inc.
Investor Relations
(800) 400-6407
investor.relations@primeasset.com

Transcontinental Realty Reports 2006 Second Quarter Results

DALLAS (August 14, 2006) -- Transcontinental Realty Investors, Inc. (NYSE: TCI), a Dallas-based real estate investment company, today reported net income of $4.6 million and a net loss of $3.9 million, or $0.56 and $(0.50) per share for the three and six months ended June 30, 2006, compared to a net loss of $3.7 million and net income of $575,000, or $(0.47) and $0.07 per share for the same periods in 2005.

Income items for the three and six months ended June 30, 2006, compared to the same period in 2005, included:

·  
Rental income of $30.8 and $61.1 million, compared to $24.8 and $47.4 million in 2005, the three and six month increases for 2006 are due to additional rental income from the completion of new apartment construction projects and from TCI’s August 2005 acquisition of 600 Las Colinas, Dallas, Texas. These gains were offset by a decrease in hotel revenues due to lower occupancies.

·  
The gain on sales of land of $8.7 and $9.0 million for the three and six months ending 2006, compared to $2.4 million for the three and six months ending June 30, 2005.

·  
Interest income of $794,000 and $1.7 million, compared to $1.1 and $1.9 million in 2005. The six month decrease is primarily due to the payoff or paydown of notes receivable in the first and second quarters of 2006.

·  
A gain on foreign currency transaction of $2,000 and 4,000 for the three and six months ending June 30, 2006, compared to $228,000 for the three and six months ending 2005. These gains result in converting TCI’s Hotel Akademia’s long-term debt from the Euro into Polish Zlotys.

·  
Equity in the income (loss) of equity investees of $(173,000) and $(69,000), as compared to $(45,000) and $1.1 million in 2005.

Expenses for the three and six months ended June 30, 2006, compared to the same period in 2005, included:

·  
Operating expenses of $18.5 and $36.8 million, compared to $15.6 and $30.0 million in 2005. The three and six month increases for 2006 are primarily due to the completion of new apartment construction projects and higher commercial property expenses due to TCI’s August 2005 acquisition of 600 Las Colinas, Dallas, Texas, offset by lower hotel expenses due to lower occupancies.

·  
Interest expense of $13.2 and $25.9 million, compared to $9.6 and $18.0 million in 2005. The three and six month increases for 2006 are primarily due to new debt incurred from the completion of new apartment construction projects, plus additional interest from land loans due to new land purchases in 2005 and 2006.

·  
Depreciation expense of $5.6 and $10.7 million, compared to $3.9 and $7.7 million in 2005. The increase is primarily due to the acquisition of apartment complexes in the first half of 2006 and the sale of office and industrial properties in the first half of 2005.



·  
General and administrative expenses of $1.7 and $3.0 million, compared to $1.9 and $3.4 million in 2005. The three month decrease was primarily due to lower professional and consulting fees and rent expense. The six month decrease was primarily due to lower state and franchise income tax expense, lower professional and consulting fees and lower rent. These lower costs were offset by higher spending on legal fees.

Net income from discontinued operations before income taxes for the three and six months ended June 30, 2006, compared to the same period in 2005, included:

·  
Income from operations of $1.0 million and $1.6 million, compared to income of $1.1 and $2.2 million in 2005.

·  
Interest expense of $867,000 and $2.0 million, compared to $1.9 million and $3.6 million in 2005.

·  
Asset impairment of $1.6 million for the three and six months ending June 30, 2005. The asset impairment was recorded to write-down the value of two apartments under contract to sell. There was no asset impairment in 2006.

·  
Gain on sale of operations of $3.3 million for the three and six months ended June 30, 2006, as compared to $2.9 and $13.2 million in 2005.

About Transcontinental Realty Investors, Inc.,
Transcontinental Realty Investors, Inc., a Dallas-based real estate investment company, invests in real estate through direct equity ownership and partnerships nationwide. For more information, go to the web site at www.transconrealty-invest.com.# # #


TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)


   
June 30,
2006
  
December 31,
2005
  
   
(Unaudited)
      
Assets
      
       
Real estate held for investment
  
$
986,793
  
$
911,981
  
Less—accumulated depreciation
    
(87,921
)
  
(78,096
)
     
898,872
    
833,885
  
               
Real estate held-for-sale
    
35,347
    
40,446
  
Real estate subject to sales contract
    
66,827
    
68,738
  
               
Notes and interest receivable
              
Performing (including $21,991 in 2006 and $34,370 in 2005 from affiliates and related parties)
    
37,793
    
59,922
  
Non-performing, non-accruing 
    
4,893
    
4,896
  
     
42,686
    
64,818
  
               
Investment in real estate entities
    
24,591
    
24,659
  
Marketable equity securities, at market value
    
8,309
    
7,446
  
Cash and cash equivalents
    
11,811
    
5,462
  
Other assets (including $1,010 in 2006 and $1,103 in 2005 from affiliates and related parties)
    
40,247
    
43,625
  
   
$
1,128,690
  
$
1,089,079
  
               
Liabilities and Stockholders’ Equity
              
               
Liabilities:
              
Notes payable (including $6,769 in 2006 and $6,787 in 2005 to affiliates and related parties)
  
$
694,549
  
$
654,882
  
Interest payable (including $550 in 2006 and $218 in 2005 to affiliates and related parties
    
2,624
    
3,510
  
Liabilities related to assets held-for-sale
    
53,084
    
53,084
  
Liabilities related to assets subject to sales contract
    
58,347
    
58,685
  
Other liabilities (including $16,867 in 2006 and $12,272 in 2005 to affiliates and related parties)
    
56,011
    
66,500
  
     
864,615
    
836,661
  
               
Commitments and contingencies
              
               
Minority interest
    
16,174
    
1,239
  
               
Stockholders’ equity:
              
Preferred Stock
              
Series C Cumulative Convertible; $.01 par value; authorized, issued and outstanding 30,000
shares; (liquidation preference $3,000)
    
—
    
—
  
Common Stock, $.01 par value; authorized, 10,000,000 shares; issued and outstanding 7,900,869
shares at June 30, 2006 and December 31, 2005
    
81
    
81
  
Additional paid-in capital
    
256,389
    
256,494
  
Treasury stock, at cost
    
(3,086
)
  
(3,086
)
Accumulated deficit
    
(5,688
)
  
(1,846
)
Accumulated other comprehensive income (loss)
    
205
    
(464
)
     
247,901
    
251,179
  
   
$
1,128,690
  
$
1,089,079
  




TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except per share)


   
For the Three Months
Ended June 30,
  
For the Six Months
Ended June 30,
  
   
2006
  
2005
  
2006
  
2005
  
Property revenue:
                  
Rents and other property revenues
  
$
30,822
  
$
24,834
  
$
61,125
  
$
47,431
  
                           
Expenses:
                          
Property operations (including $3,039 in 2006 and $5,408 in 2005 to
affiliates and related parties)
    
18,473
    
15,573
    
36,824
    
30,028
  
Depreciation and amortization
    
5,620
    
3,889
    
10,650
    
7,701
  
General and administrative (including $1,538 in 2006 and $2,359 in 2005 to
affiliates and related parties)
    
1,669
    
1,907
    
3,041
    
3,373
  
Advisory fees
    
2,161
    
1,785
    
4,187
    
3,538
  
Total operating expenses
    
27,923
    
23,154
    
54,702
    
44,640
  
                           
                           
Operating income
    
2,899
    
1,680
    
6,423
    
2,791
  
                           
Other income (expense):
                          
Interest income (including $424 in 2006 and $2,336 in 2005 from affiliates
and related parties)
    
794
    
1,051
    
1,668
    
1,897
  
Gain on foreign currency translation
    
2
    
228
    
4
    
228
  
Mortgage and loan interest
    
(13,195
)
  
(9,560
)
  
(25,918
)
  
(17,971
)
Litigation settlement
    
1,804
    
—
    
1,804
    
—
  
Net income fee
    
—
    
325
    
—
    
—
  
Other income
    
50
    
234
    
307
    
234
  
Total other income (expense)
    
(10,545
)
  
(7,722
)
  
(22,135
)
  
(15,612
)
                           
Loss before gain on land sales, equity in earnings of investees and minority interest
    
(7,646
)
  
(6,042
)
  
(15,712
)
  
(12,821
)
                           
Gain on land sales
    
8,690
    
2,394
    
9,021
    
2,404
  
Equity in earnings (losses) of investees
    
(173
)
  
(45
)
  
(69
)
  
1,146
  
Minority interest
    
361
    
(181
)
  
189
    
(26
)
                           
Income (loss) from continuing operations
    
1,232
    
(3,874
)
  
(6,571
)
  
(9,297
)
Add: income tax benefit
    
1,196
    
73
    
955
    
3,492
  
Net income (loss) from continuing operations
    
2,428
    
(3,801
)
  
(5,616
)
  
(5,805
)
                           
Income from discontinued operations
    
3,418
    
210
    
2,729
    
9,977
  
Less: income tax expense
    
(1,196
)
  
(73
)
  
(955
)
  
(3,492
)
Net income from discontinued operations
    
2,222
    
137
    
1,774
    
6,485
  
                           
Net income (loss)
    
4,650
    
(3,664
)
  
(3,842
)
  
680
  
                           
Preferred dividend requirement
    
(53
)
  
(53
)
  
(105
)
  
(105
)
Net income (loss) applicable to common shares
  
$
4,597
  
$
(3,717
)
$
(3,947
)
$
575
  

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