UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation or organization) |
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| (Address of principal executive offices) | (Zip Code) |
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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 Securities Act (17 CFR 230.425) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):
If an emerging growth company indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition
On March 21, 2024, Income Opportunity Realty Investors, Inc. (“IOR” or the “Company”) announced its operational results for the quarter ended December 31, 2023. 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 No. | Description | |||
| 99.1* | Press release dated March 21, 2024 |
_________________________
* Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INCOME OPPORTUNITY REALTY INVESTORS, INC. | ||
| Dated: March 21, 2024 | By: | /s/ ERIK L. JOHNSON |
| Erik L. Johnson | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Executive and Financial Officer) |
Income Opportunity Realty Investors, Inc. 8-K
Exhibit 99.1
| NEWS RELEASE | Contact: | |
| Income Opportunity Realty Investors, Inc. Investor Relations | ||
| FOR IMMEDIATE RELEASE | Erik Johnson (469) 522-4200 investor.relations@incomeopp-invest.com |
Income Opportunity Realty Investors, Inc. reports Earnings for Quarter Ended December 31, 2023
DALLAS (March 21, 2024) -- Income Opportunity Realty Investors, Inc. (NYSE American:IOR) is reporting its results of operations for the quarter ended December 31, 2023. For the three months ended December 31, 2023, we reported net income attributable to common shares of $2.5 million or $0.60 per diluted share compared to net income of $1.3 million or $0.30 per share for the same period in 2022. Our increase in net income is attributable to an increase in interest income due to an increase in interest rates in 2023.
About Income Opportunity Realty Investors, Inc.
Income Opportunity Realty Investors, Inc., a Dallas-based real estate investment company, currently holds a portfolio of notes receivable. The Company invests in real estate through direct equity ownership and partnerships. For more information, visit the Company’s website at www.incomeopp-realty.com.
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues: | ||||||||||||||||
| Other income | — | — | — | — | ||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | 105 | 77 | 490 | 451 | ||||||||||||
| Advisory fee to related party | (75 | ) | 351 | 970 | 1,175 | |||||||||||
| Total operating expenses | 30 | 428 | 1,460 | 1,626 | ||||||||||||
| Net operating loss | (30 | ) | (428 | ) | (1,460 | ) | (1,626 | ) | ||||||||
| Interest income from related parties | 2,910 | 2,096 | 10,070 | 6,602 | ||||||||||||
| Income tax provision | (406 | ) | (399 | ) | (1,609 | ) | (1,045 | ) | ||||||||
| Net income | 2,474 | 1,269 | 7,001 | 3,931 | ||||||||||||
| Earnings per share | ||||||||||||||||
| Basic and diluted | $ | 0.60 | $ | 0.30 | $ | 1.68 | $ | 0.94 | ||||||||
| Weighted average common shares used in computing earnings per share | ||||||||||||||||
| Basic and diluted | 4,145,016 | 4,168,414 | 4,162,516 | 4,168,414 | ||||||||||||
Cover |
Mar. 21, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 21, 2024 |
| Entity File Number | 001-14784 |
| Entity Registrant Name | Income Opportunity Realty Investors, Inc. |
| Entity Central Index Key | 0000949961 |
| Entity Tax Identification Number | 75-2615944 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 1603 LBJ Freeway |
| Entity Address, Address Line Two | Suite 800 |
| Entity Address, City or Town | Dallas |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 75234 |
| City Area Code | (469) |
| Local Phone Number | 522-4200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | IOR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |