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):        May 15, 2013

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.)
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 May 15, 2013, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended March 31, 2013.  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 May 15, 2013.
_____________________ *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: May 16, 2013	TRANSCONTINENTAL 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

TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
	For the Three Months Ended
	2013			2012
	(dollars in thousands, except share and per share amounts)
Revenues:
Rental and other property revenues (including $165 and $167 for the three months ended 2013 and 2012 respectively from related parties)	$	27,277		$	27,215
Expenses:
Property operating expenses (including $259 and $291 for the three months ended 2013 and 2012 respectively from related parties)		13,319			13,020
Depreciation and amortization		5,021			5,157
General and administrative (including $704 and $666 for the three months ended 2013 and 2012 respectively from related parties)		1,837			2,463
Provision on impairment of notes receivable and real estate assets		-			-
Advisory fee to related party		2,138			2,303
Total operating expenses		22,315			22,943
Operating income		4,962			4,272
Other income (expense):
Interest income (including $2,139 and $3,225 for the three months ended 2013 and 2012 respectively from related parties)		2,176			3,229
Other income (including $0 and $1,500 for the three months ended 2013 and 2012 respectively from related parties)		36			1,611
Mortgage and loan interest (including $487 and $754 for the three months ended 2013 and 2012 respectively from related parties)		(9,987	)		(12,477	)
Deferred borrowing costs amortization		(2,433	)		(896	)
Loan charges and prepayment penalties		(3,982	)		(2,392	)
Earnings (losses) from unconsolidated subsidiaries and investees		8			(73	)
Total other expenses		(14,182	)		(10,998	)
Loss before gain on land sales, non-controlling interest, and taxes		(9,220	)		(6,726	)
Gain (loss) on land sales		(48	)		423
Loss from continuing operations before tax		(9,268	)		(6,303	)
Income tax benefit		2,195			761
Net loss from continuing operations		(7,073	)		(5,542	)
Discontinued operations:
Income (loss) from discontinued operations		80			(1,413	)
Gain on sale of real estate from discontinued operations		6,190			3,588
Income tax expense from discontinued operations		(2,195	)		(761	)
Net income from discontinued operations		4,075			1,414
Net loss		(2,998	)		(4,128	)
Net income attributable to non-controlling interest		(111	)		(79	)
Net loss attributable to Transcontinental Realty Investors, Inc.		(3,109	)		(4,207	)
Preferred dividend requirement		(274	)		(277	)
Net loss applicable to common shares	$	(3,383	)	$	(4,484	)
Earnings per share - basic
Loss from continuing operations	$	(0.89	)	$	(0.70	)
Income from discontinued operations		0.48			0.17
Net loss applicable to common shares	$	(0.41	)	$	(0.53	)
Earnings per share - diluted
Loss from continuing operations	$	(0.89	)	$	(0.70	)
Income from discontinued operations		0.48			0.17
Net loss applicable to common shares	$	(0.41	)	$	(0.53	)
Weighted average common share used in computing earnings per share		8,413,469			8,413,469
Weighted average common share used in computing diluted earnings per share		8,413,469			8,413,469
Amounts attributable to Transcontinental Realty Investors, Inc.
Loss from continuing operations	$	(7,184	)	$	(5,621	)
Income from discontinued operations		4,075			1,414
Net loss	$	(3,109	)	$	(4,207	)

TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
	March 31,			December 31,
	2013			2012
	(dollars in thousands, except share and par value amounts)
Assets
Real estate, at cost	$	948,504		$	978,781
Real estate held for sale at cost, net of depreciation ($11,164 for 2013 and $4,658 for 2012)		20,237			18,077
Real estate subject to sales contracts at cost, net of depreciation ($16,688 for 2013 and $16,412 for 2012)		42,874			45,706
Less accumulated depreciation		(139,345	)		(145,614	)
Total real estate		872,270			896,950
Notes and interest receivable
Performing (including $55,937 in 2013 and $58,007 in 2012 from related parties)		58,750			60,637
Non-performing		737			723
Less allowance for estimated losses (including $2,097 in 2013 and 2012 from related parties)		(2,262	)		(2,262	)
Total notes and interest receivable		57,225			59,098
Cash and cash equivalents		7,836			16,620
Related party receivables		2,279			-
Investments in unconsolidated subsidiaries and investees		5,415			5,439
Other assets		54,586			67,237
Total assets	$	999,611		$	1,045,344
Liabilities and Shareholders’ Equity
Liabilities:
Notes and interest payable	$	712,855		$	730,931
Notes related to assets held for sale		18,183			18,915
Notes related to subject to sales contracts		53,838			55,976
Stock-secured notes payable		2,212			2,221
Related party payables		-			10,057
Deferred gain (from sales to related parties)		53,096			53,096
Accounts payable and other liabilities (including $4,261 in 2013 and $4,282 in 2012 to related parties)		29,570			41,019
		869,754			912,215
Shareholders’ equity:
Preferred stock, Series C: $.01 par value, authorized 10,000,000 shares, issued and outstanding 30,000 shares in 2013 and 2012 respectively (liquidation preference $100 per share)   Series D: $.01 par value, authorized, issued and outstanding 100,000 shares in 2013 and 2012 respectively		1			1
Common stock, $.01 par value, authorized 10,000,000 shares; issued 8,413,669 shares in 2013 and 2012, and outstanding 8,413,469 shares in 2013 and 2012		84			84
Treasury stock at cost; 200 shares in 2013 and 2012		(2	)		(2	)
Paid-in capital		272,500			272,774
Retained earnings		(159,668	)		(156,559	)
Total Transcontinental Realty Investors, Inc. shareholders' equity		112,915			116,298
Non-controlling interest		16,942			16,831
Total equity		129,857			133,129
Total liabilities and equity	$	999,611		$	1,045,344