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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:
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) |
Exhibit 99.1
NEWS RELEASE FOR IMMEDIATE RELEASE |
Contact: Transcontinental Realty Investors, Inc. Investors Relations |
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:
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 |
For the Nine Months |
||||
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 |