-----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, PJ9+ji7mSRZDwmCVjPstF+9UjrETbPDLhv4XU1s89WGauqal5+edRyj4ozhF8Taw c8bot6OFs8eCOHj9FLCm9g== 0000950134-97-006353.txt : 19981116 0000950134-97-006353.hdr.sgml : 19981116 ACCESSION NUMBER: 0000950134-97-006353 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970611 ITEM INFORMATION: FILED AS OF DATE: 19970820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ CENTRAL INDEX KEY: 0000949961 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 752615944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-14784 FILM NUMBER: 97667066 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 8-K/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 June 11, 1997 ------------------------------------------------ Date of Report (Date of Earliest Event Reported) INCOME OPPORTUNITY REALTY INVESTORS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 1-9525 75-2615944 - - ------------------------------------------------------------------------------- (State of Incorporation) (Commission (IRS Employer File No.) Identification No.) 10670 North Central Expressway, Suite 300, Dallas, TX 75231 - - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (214) 692-4700 --------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS This Form 8-K/A amends the Form 8-K Current Report dated June 11, 1997 and filed June 27, 1997 by Income Opportunity Realty Investors, Inc. (the "Company") and provides required financial statements that were not available at the date of the original filing. (a) Pro forma financial information: Pro forma statements of operations are presented for the year ended December 31, 1996 and the three months ended March 31, 1997. A pro forma balance sheet as of March 31, 1997 is also presented. A summary of the pro forma transactions follows: On June 11, 1997, the Company purchased the Renaissance Parc Apartments in Dallas, Texas for $15.7 million exclusive of commissions and closing costs. The Company paid $3.0 million in cash and obtained new mortgage financing for the remaining $12.5 million of the purchase price. The mortgage bears interest at 8.375%, requires monthly payments of principal and interest of $95,161 and matures in July 2007. On June 13, 1997, the Company purchased the La Monte Park Apartments in Houston, Texas for $3.7 million exclusive of commissions and closing costs. The Company paid $146,000 in cash and obtained new mortgage financing for the remaining $3.5 million of the purchase price. The mortgage bears interest at 8.6%, requires monthly payments of principal and interest of $30,333 and matures in July 2001. In addition to the Renaissance Parc Apartments and La Monte Park Apartments acquisitions discussed above, the Company has purchased two office buildings, one in La Mesa, California, in May 1997, and the other in Chantilly, Virginia, in January 1997. The properties were purchased for a total of $13.2 million and represent approximately 21.6% of the Company's consolidated assets at December 31, 1996. The Company paid a total of $4.1 million in cash and financed the remainder of the purchase prices. The mortgages secured by the properties bear interest at variable rates ranging from 9.1875% to 10.75% per annum and mature in 2000 and 2007. As one of these office building acquisitions occurred prior to March 31, 1997 it is already reflected in the March 31, 1997 "actual balance sheet" of the Company, as presented. In 1997, the Company has also sold two apartment complexes, the Plumtree Apartments in March 1997 and the Porticos Apartments in June 1997. In connection with the sales, the Company received cash totaling $7.2 million. As one of these sales occurred prior to March 31, 1997 it is already reflected in the Company's "actual balance sheet" as of March 31, 1997, as presented. These pro forma statements of operations present the Company's operations as if the purchase and sales transactions described above had occurred at the beginning of each of the periods presented. 2 3 INCOME OPPORTUNITY REALTY INVESTORS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 1997
La Monte La Mesa Renaissance Park Village Parc Porticos Actual(1) Apartments(2) Plaza(3) Apartments(4) Apartments(5) Pro forma ---------- ------------- ---------- ------------- ------------- ---------- (dollars in thousands) Assets Notes and interest receivable Performing ................. $ 2,001 $ -- $ -- $ -- $ -- $ 2,001 ---------- ---------- ---------- ---------- ---------- ---------- 2,001 -- -- -- -- 2,001 Less - allowance for estimated losses ..................... -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- 2,001 -- -- -- -- 2,001 Foreclosed real estate held for sale, net of accumulated depreciation ............... 914 -- -- -- -- 914 Less - allowance for estimated losses ........... -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- 914 -- -- -- -- 914 Real estate held for investment, net of accumulated depreciation ... 51,900 3,921 8,545 16,368 (12,971) 67,763 Investments in partnerships ... 2,351 -- -- -- -- 2,351 Cash and cash equivalents ..... 2,571 (376) (2,572) (3,716) 5,213 1,120 Other assets .................. 2,655 -- 27 209 (573) 2,318 ---------- ---------- ---------- ---------- ---------- ---------- $ 62,392 $ 3,545 $ 6,000 $ 12,861 $ (8,331) $ 76,467 ========== ========== ========== ========== ========== ==========
- - --------------- (1) Includes the Chuck Yeager Building which was acquired in January 1997 and excludes the Plumtree Apartments that were sold in March 1997. (2) Assumes the acquisition of La Monte Park Apartments occurred on January 1, 1997. (3) Assumes the acquisition of the La Mesa Village Plaza occurred on January 1, 1997. (4) Assumes the acquisition of Renaissance Parc Apartments occurred on January 1, 1997. (5) Assumes the sale of the Porticos Apartments occurred on January 1, 1997. 3 4 INCOME OPPORTUNITY REALTY INVESTORS, INC. PRO FORMA CONSOLIDATED BALANCE SHEET MARCH 31, 1997
La Monte La Mesa Renaissance Park Village Parc Porticos Actual(1) Apartments(2) Plaza(3) Apartments(4) Apartments(5) Pro forma ----------- ------------- ----------- ------------- ------------ ----------- (dollars in thousands) Liabilities and Shareholders' Equity Liabilities Notes and interest payable ..... $ 36,275 $ 3,470 $ 6,000 $ 12,520 $ (9,627) $ 48,638 Other liabilities .............. 2,355 75 -- 341 (257) 2,514 ----------- ----------- ----------- ----------- ----------- ----------- 38,630 3,545 6,000 12,861 (9,884) 51,152 Commitments and contingencies Shareholders' equity Common Stock, $.01 par value; 10,000,000 shares; issued and outstanding, 1,519,888 shares ...................... 15 -- -- -- -- 15 Paid-in capital ................ 64,804 -- -- -- -- 64,804 Accumulated distributions in excess of accumulated earnings .................... (41,057) -- -- -- 1,553 (39,504) ----------- ----------- ----------- ----------- ----------- ----------- 23,762 -- -- -- 1,553 25,315 ----------- ----------- ----------- ----------- ----------- ----------- $ 62,392 $ 3,545 $ 6,000 $ 12,861 $ (8,331) $ 76,467 =========== =========== =========== =========== =========== ===========
- - --------------- (1) Includes the Chuck Yeager Building which was acquired in January 1997 and excludes the Plumtree Apartments that were sold in March 1997. (2) Assumes the acquisition of La Monte Park Apartments occurred on January 1, 1997. (3) Assumes the acquisition of the La Mesa Village Plaza occurred on January 1, 1997. (4) Assumes the acquisition of Renaissance Parc Apartments occurred on January 1, 1997. (5) Assumes the sale of the Porticos Apartments occurred on January 1, 1997. 4 5 INCOME OPPORTUNITY REALTY INVESTORS, INC. PRO FORMA STATEMENT OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1997
La Monte Renaissance Park Parc Commercial Apartment Actual(1) Apartments(2) Apartments(3) Properties(4) Sales(5) Pro forma ------------ ------------- ------------ ------------ ------------ ------------ (dollars in thousands) Income Rents ......................... $ 2,692 $ 197 $ 594 $ 358 $ (837) $ 3,004 Interest ...................... 69 -- -- -- -- 69 ------------ ------------ ------------ ------------ ------------ ------------ 2,761 197 594 358 (837) 3,073 Expenses Property operations ........... 1,340 107 182 108 (461) 1,276 Interest ...................... 877 149 262 141 (291) 1,138 Depreciation .................. 365 39 82 41 (104) 423 Advisory fee to affiliate ..... 123 -- -- -- -- 123 Net income fee to affiliate ... 124 -- -- -- -- 124 General and administrative .... 265 -- -- -- -- 265 ------------ ------------ ------------ ------------ ------------ ------------ 3,094 295 526 290 (856) 3,349 Net income (loss) from operations .................... (333) (98) 68 68 19 (276) Equity in income of investees .... 17 -- -- -- -- 17 Gain on sale of real estate ...... 1,849 -- -- -- -- 1,849 ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) ................ $ 1,533 $ (98) $ 68 $ 68 $ 19 $ 1,590 ============ ============ ============ ============ ============ ============ Earnings per share Net (loss) .................... $ 1.01 $ 1.05 ============ ============ Weighted average shares of Common Stock used in computing earnings per share .................. 1,519,888 1,519,888 ============ ============
- - --------------- (1) Includes the Chuck Yeager Building acquired January 8, 1997. (2) Assumes acquisition of La Monte Park Apartments occurred on January 1, 1997. (3) Assumes acquisition of Renaissance Parc Apartments occurred on January 1, 1997. (4) Assumes acquisition of La Mesa Village Plaza occurred on January 1, 1997. (5) Assumes sale of Porticos Apartments and Plumtree Apartments occurred on January 1, 1997. 5 6 INCOME OPPORTUNITY REALTY INVESTORS, INC. PRO FORMA STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1996
La Monte Renaissance Park Commercial Parc Apartment Actual Apartments(1) Properties(2) Apartments(3) Sales(4) Pro forma ------------ ------------ ------------ ------------ ------------ ------------ (dollars in thousands) Income Rents ......................... $ 8,666 $ 787 $ 2,312 $ 2,377 $ (3,618) $ 10,524 Interest ...................... 339 -- -- -- -- 339 ------------ ------------ ------------ ------------ ------------ ------------ 9,005 787 2,312 2,377 (3,618) 10,863 Expenses Property operations ........... 4,358 428 552 728 (1,948) 4,118 Interest ...................... 2,629 298 897 1,048 (1,291) 3,581 Depreciation .................. 1,128 78 272 327 (455) 1,350 Advisory fee to affiliate ..... 227 -- -- -- -- 227 General and administrative .... 1,316 -- -- -- -- 1,316 ------------ ------------ ------------ ------------ ------------ ------------ 9,658 804 1,721 2,103 (3,694) 10,592 Income (loss) from operations .... (653) (17) 591 274 76 271 Equity in losses of investees .... 85 -- -- -- -- 85 ------------ ------------ ------------ ------------ ------------ ------------ Net income (loss) ................ $ (568) $ (17) $ 591 $ 274 $ 76 $ 356 ============ ============ ============ ============ ============ ============ Earnings per share Net income (loss) ............. $ (.37) $ .23 ============ ============ Weighted average shares of Common Stock used in computing earnings per share ......................... 1,530,008 1,530,008 ============ ============
- - --------------- (1) Assumes acquisition of La Monte Park Apartments occurred on January 1, 1996. (2) Includes the Chuck Yeager Building and La Mesa Village Plaza, the acquisitions of which are assumed to have occurred on January 1, 1996 and whose results of operations are separately presented in the Company's Current Report on Form 8-K, dated May 14, 1997. (3) Assumes acquisition of Renaissance Parc Apartments occurred on January 1, 1996. (4) Assumes sale of Porticos Apartments and Plumtree Apartments occurred on January 1, 1996. 6 7 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Financial statements of property acquired:
Exhibit Number Description - - ------- ----------------------------------------------------------------------- 99.0 La Mesa Village Plaza, Audited Statement of Revenue and Direct Operating Expenses for the year ended December 31, 1996 (incorporated by reference to Exhibit No. 99.0 of the Registrant's Current Report on Form 8-K, dated May 14, 1997). 99.1 Chuck Yeager Building, Audited Statement of Revenue and Direct Operating Expenses for the year ended December 31, 1996 (incorporated by reference to Exhibit No. 99.1 of the Registrant's Current Report on Form 8-K, dated May 14, 1997). 99.2 Renaissance Parc Apartments, Audited Statement of Revenue and Direct Operating Expenses for the year ended December 31, 1996 (incorporated by reference to the Registrant's Current Report on Form 8-K, dated June 11, 1997). 99.3 La Monte Park Apartments, Audited Statement of Revenue and Direct Operating Expenses for the year ended December 31, 1996, filed herewith.
-------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. INCOME OPPORTUNITY REALTY INVESTORS, INC. Date: August 20, 1997 By: /s/ Thomas A. Holland -------------------------- ------------------------------------ Thomas A. Holland Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 7 8 INCOME OPPORTUNITY REALTY INVESTORS, INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K Dated June 11, 1997
Exhibit Page Number Description Number - - ------- ----------------------------------------------------------------------- ------ 99.3 La Monte Park Apartments, Audited Statement of Revenue and Direct 9 Operating Expenses for the year ended December 31, 1996.
8 EX-99.3 2 STATEMENT OF REVENUE & DIRECT OPERATING EXPENSES 1 EXHIBIT 99.3 LAMONTE PARK APARTMENTS STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES YEAR ENDED DECEMBER 31, 1996 9 2 Independent Auditors' Report To the Board of Trustees Income Opportunity Realty Investors, Inc. We have audited the accompanying statement of revenues and direct operating expenses of Lamonte Park Apartments for the year ended December 31, 1996. This statement of revenues and direct operating expenses is the responsibility of the Property's management. Our responsibility is to express an opinion on this statement of revenues and direct operating expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and direct operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and direct operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of revenues and direct operating expenses presentation. We believe that our audit provides a reasonable basis for our opinion. The accompanying financial statement is prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Income Opportunity Realty Investors, Inc.) and, as described in Note 1, is not intended to be a complete presentation of the results of operations. In our opinion, the statement of revenues and direct operating expenses referred to above presents fairly, in all material respects, the revenues and direct operating expenses of Lamonte Park Apartments for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Farmer, Fuqua, Hunt & Munselle, P.C. Dallas, Texas August 7, 1997 10 3 LAMONTE PARK APARTMENTS STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES Year Ended December 31, 1996 REVENUES Net rental revenues $ 768,351 Other revenues 18,371 ---------- Total revenues 786,722 DIRECT OPERATING EXPENSES Salaries and benefits 159,612 Repairs and maintenance 109,982 Utilities 69,952 Property taxes 60,898 Insurance 27,325 ---------- Total direct operating expenses 427,769 ---------- REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES $ 358,953 ==========
The accompanying notes are an integral part of this statement. 11 4 LAMONTE PARK APARTMENTS NOTES TO STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES December 31, 1996 NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Lamonte Park Apartments is a 128-unit apartment complex located in Houston, Texas. During 1996, the property was owned by Mike Goodwin, a Texas individual. The accompanying financial statement does not include a provision for depreciation and amortization, bad debt expense, interest expense or income taxes. Accordingly, this statement is not intended to be a complete presentation of the results of operations. NOTE 2: ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3: OTHER REVENUES Other revenues consist of the following: Forfeited deposits $ 9,643 Late and NSF charges 8,728 -------- $ 18,371 ========
NOTE 4: SUBSEQUENT EVENT The property was sold to Income Opportunity Realty Investors, Inc., a Nevada corporation, on June 13, 1997. 12 -----END PRIVACY-ENHANCED MESSAGE-----