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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 of 1934
Date of Report (Date of earliest event reported) May 13, 2022

Transcontinental Realty Investors, Inc.
(Exact name of registrant as specified in its charter)

Nevada 001-09240 94-6565852
(State or other jurisdiction of 
Incorporation or organization) 
(Commission File Number) (IRS Employer Identification Number)
1603 LBJ Freeway, Suite 800 Dallas TX 75234
(Address of principal executive offices) (Zip Code)
(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 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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TCI NYSE
Indicate by check mark whether teh 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):
☐  Emerging growth company
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 May 13, 2022, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended March 31, 2022. 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
Press release dated 5/13/2022
_________________________
* 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.
TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: May 13, 2022 By: /s/  ERIK L. JOHNSON
Erik L. Johnson
Executive Vice President and Chief Financial Officer

EX-99.1 2 tci20220331ex991earnings.htm EX-99.1 Document


NEWS RELEASE Contact:
Transcontinental Realty Investors, Inc. Investor Relations
FOR IMMEDIATE RELEASE Erik Johnson (469) 522-4200 investor.relations@transconrealty-invest.com


Transcontinental Realty Investors, Inc. reports Earnings for Quarter Ended March 31, 2022

DALLAS (May 13, 2022) -- Transcontinental Realty Investors, Inc. (NYSE:TCI) is reporting its results of operations for the quarter ended March 31, 2022. For the three months ended March 31, 2022, we reported net income attributable to the Company of $14.5 million or $1.68 per diluted share, compared to $22.6 million or $2.62 per diluted share for the same period in 2021.

Financial Highlights

•We collected approximately 98% of our rents for the three months ended March 31, 2022, comprised of approximately 98% from multifamily tenants and approximately 96% from office tenants.
•Total occupancy was 90% at March 31, 2022, which includes 94% at our multifamily properties and 70% at our commercial properties.
•On January 14, 2022, we sold Toulon, a 240 unit multifamily property in Gautier, Mississippi for $26.8 million, resulting in gain on sale of $9.4 million. We used the proceeds to pay off the $14.7 million mortgage note payable on the property and for general corporate purposes.
•On March 3, 2022, our $38.8 million loan on Stanford Center was extended to February 26, 2023.

Financial Results

Rental revenues decreased $2.9 million from $10.4 million for the three months ended March 31, 2021 to $7.5 million for the three months ended March 31, 2022. The decrease in rental revenue is primarily due to the sale of 600 Las Colinas in 2021.

Net operating loss increased $1.9 million from $2.2 million for three months ended March 31, 2021 to $4.1 million for the three months ended March 31, 2022. The increase in net operating loss is primarily due to the sale of 600 Las Colinas in 2021.

Net income attributable to the Company decreased $8.1 million from $22.6 million for the the three months ended March 31, 2021 to $14.5 million for the three months ended March 31, 2022. The decrease in net income is primarily attributed to to the decrease in gain on sale of land in 2022.

About Transcontinental Realty Investors, Inc.
Transcontinental Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, shopping centers, and developed and undeveloped land. The Company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The Company also holds mortgage receivables.



TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended March 31,
2022 2021
Revenues:
Rental revenues $ 7,481  $ 10,361 
Other income 306  1,467 
   Total revenue 7,787  11,828 
Expenses:
Property operating expenses 4,028  5,832 
Depreciation and amortization 2,349  3,327 
General and administrative 2,531  2,646 
Advisory fee to related party 3,005  2,249 
   Total operating expenses 11,913  14,054 
   Net operating loss (4,126) (2,226)
Interest income 5,814  4,701 
Interest expense (5,027) (6,604)
Gain on foreign currency transactions 3,772  7,617 
Loss on extinguishment of debt (1,639) — 
Equity in income from unconsolidated joint ventures 4,706  3,336 
Gain on sale or write-down of assets, net 11,148  16,103 
Income tax provision (28) (40)
Net income 14,620  22,887 
Net income attributable to noncontrolling interest (118) (255)
Net income attributable to the Company $ 14,502  $ 22,632 
Earnings per share
Basic and diluted $ 1.68  $ 2.62 
Weighted average common shares used in computing earnings per share
Basic and diluted 8,639,316  8,639,316