-----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, S3k6hTvFHcz7iGfprXR2PhG8dJRpx/eKu1aSB9b/vkErHgD0iyeHGqf8RLXohUsF 1qlbWKSOvem+TUb2AzdKRQ== 0001181431-05-061268.txt : 20051115 0001181431-05-061268.hdr.sgml : 20051115 20051114175845 ACCESSION NUMBER: 0001181431-05-061268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 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: 051203548 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 rrd97224.htm PRESS RELEASE

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: November 14, 2005

(Date of Earliest Event Reported)

 

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)

 

469-522-4200

(Registrant= s telephone number, including area code)

 

 

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 B Financial Information

Item 2.02. Results of Operations and Financial Condition

On November 14, 2005, Transcontinental Realty Investors, Inc. ("TCI" or the "Company") announced its operational results for the quarter ended September 30, 2005. 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 B 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 November 14, 2005

_____________________

*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: November 14, 2005

/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. 2 rrd97224_9738.htm EXHIBIT 99.1 PRESS RELEASE

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Transcontinental Realty Investors, Inc.

Investors Relations
(800) 400-6407
investor.relations@primeasset.com

 

Transcontinental Realty Reports 2005 Third Quarter Results

DALLAS (Nov. 14, 2005) -- Transcontinental Realty Investors, Inc. (NYSE: TCI), a Dallas-based real estate investment company, today reported a net loss of $3.6 million and $2.9 million, or $(.47) and $(.39) per share for the three and nine months ended September 30, 2005, compared to a net loss of $10.6 million and $11.5 million, or $(1.31) and $(1.44) per share for the same periods in 2004.

Income, sales and related expenses and costs for the three and nine months of 2005 resulted in increased operating income of $3.7 million and $6.6 million, compared to operating income of $750,000 and $666,000 in the 2004 comparable periods, and included:

  • Increases in income from rents to $28.0 million and $76.2 million in 2005, from $22.1 million and $62.9 million in 2004. The increase was primarily attributable to completed apartment construction and increased hotel occupancies.

  • Increases in property operations expenses to $17.7 million and $48.3 million, from $14.3 million and $40.5 million in 2004. The increase was primarily attributable to completed apartment construction, offset by decreases due to lower commercial occupancy.

  • Other operating expenses -- consisting of depreciation and amortization, general and administrative expenses, and advisory fees to affiliate -- were $6.6 million and $21.3 million for the three and nine months of 2005, approximating the $7.1 million and $21.7 million in 2004. Decreases in depreciation were offset by slight increases in general and administrative expenses and advisory fees.

Other income items -- consisting of interest income, gain on foreign currency transaction, and other income -- were $1.3 million and $3.7 million in the three and nine months of 2005, approximating the $1.2 million and $4.0 million in 2004. Increases in interest income and other income were offset by a decrease in gain on foreign currency transaction.

Other expense items -- consisting of mortgage and loan interest expense and provision for asset impairment -- increased to $12.2 million and $30.4 million in the three and nine months of 2005 from $7.2 million and $21.3 million in 2004. The increase is primarily attributable to an increase in mortgage and loan interest expense due to completed apartment construction and new loans from the purchase of real estate, and a provision for asset impairment on a land tract in 2005.

Gain on land sales increased to $2.3 million and $4.7 million in the three and nine months of 2005, from $747,000 and $2.9 million in 2004.

Net income from discontinued operations increased to $894,000 and $7.5 million in the three and nine months of 2005, compared to a loss of $3.7 million and income of $3.1 million in 2004, representing 12 properties sold or held-for-sale in 2005 and 29 properties sold in 2004.

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 STATEMENTS OF OPERATIONS

 

 

For the Three Months
Ended September 30,

For the Nine Months
Ended September 30,

 

2005

2004

2005

2004

(dollars in thousands, except per share)

Rental and other property revenues

$28,029

$22,143

$76,239

$62,898

         

Property operating expenses

17,677

14,326

48,349

40,487

Other operating expenses

6,613

7,067

21,300

21,745

Total operating expenses

24,290

21,393

69,649

62,232

         

Operating income (loss)

3,739

750

6,590

666

         

Other income

1,314

1,168

3,672

3,971

Other expenses

(12,249)

(7,164)

(30,425)

(21,259)

         

Loss before gain on land sales, minority interest, and

equity in earnings of investees

(7,196)

(5,246)

(20,163)

(16,622)

         

Gain on land sales

2,332

747

4,735

2,854

Minority interest

32

(155)

7

(867)

Equity in income (loss) of investees

(170)

(197)

976

(1,707)

         

Loss from continuing operations

(5,002)

(4,851)

(14,445)

(16,342)

Add: Income tax benefit (expense)

481

(2,004)

4,024

1,694

 

(4,521)

(6,855)

(10,421)

(14,648)

         

Net income (loss) from discontinued operations, net of tax

894

(3,723)

7,474

3,146

         

Net income (loss)

(3,627)

(10,578)

(2,947)

(11,502)

Preferred dividend requirement

(53)

(53)

(157)

(158)

         

Net income (loss) applicable to Common shares

$(3,680)

$(10,631)

$(3,104)

$(11,660)

         

Basic and diluted earnings per share:

       

Net income (loss) from continuing operations

$(0.58)

$(0.85)

$(1.34)

$(1.83)

Discontinued operations

0.11

(0.46)

0.95

0.39

Net income (loss) applicable to Common shares

$(0.47)

$(1.31)

$(0.39)

$(1.44)

         

Weighted average Common shares used to compute earnings per share:

     

Basic and diluted

7,900,869

8,113,669

7,900,869

8,113,669

 

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