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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
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| Date of Report (Date of earliest event reported) |
August 7, 2025 |
Transcontinental Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada |
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001-09240 |
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94-6565852 |
(State or other jurisdiction of
Incorporation or organization) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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| 1603 LBJ Freeway, |
Suite 800 |
Dallas |
TX |
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75234 |
| (Address of principal executive offices) |
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(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:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
TCI |
NYSE |
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):
☐ 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 August 7, 2025, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended June 30, 2025. 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:
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| Exhibit No. |
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Description |
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Press release dated |
August 7, 2025 |
_________________________
* 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.
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TRANSCONTINENTAL REALTY INVESTORS, INC. |
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| Dated: August 7, 2025 |
By: |
/s/ ERIK L. JOHNSON |
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Erik L. Johnson |
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President and Chief Executive Officer |
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EX-99.1
2
tci20250630ex991earnings.htm
EX-99.1
Document
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| NEWS RELEASE |
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Contact: |
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Transcontinental Realty Investors, Inc. Investor Relations |
| FOR IMMEDIATE RELEASE |
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Erik Johnson (469) 522-4200 investor.relations@transconrealty-invest.com |
Transcontinental Realty Investors, Inc. reports Earnings for Q2 2025
DALLAS (August 7, 2025) -- Transcontinental Realty Investors, Inc. (NYSE:TCI) is reporting its results of operations for the three months ended June 30, 2025. For the three months ended June 30, 2025, we reported net income attributable to common shares of $0.2 million or $0.02 per diluted share, compared to $1.5 million or $0.17 per diluted share for the same period in 2024.
Financial Highlights
•Total occupancy was 82% at June 30, 2025, which includes 94% at our multifamily properties and 57% at our commercial properties.
•During the three months ended June 30, 2025, we sold 30 single family lots from our holdings in Windmill Farms for $1.4 million, resulting in a gain on sale of $1.1 million.
•On May 30, 2025, we paid off the $10.8 million loan on 770 South Post Oak with cash on hand.
Financial Results
Rental revenues increased $0.3 million from $11.2 million for the three months ended June 30, 2024 to $11.5 million for the three months ended June 30, 2025. The increase in rental revenue is primarily due to an increase in occupancy at Stanford Center.
Net operating loss decreased $0.3 million from $1.1 million for the three months ended June 30, 2024 to $0.8 million for the three months ended June 30, 2025. Our decrease in net operating loss was due to a $0.1 million decrease in operating expenses. The decrease in operating expenses is primarily due to a decrease in the cost of insurance and property taxes for the three months ended June 30, 2025.
Net income attributable to the Company decreased $1.3 million from $1.5 million for the three months ended June 30, 2024 to $0.2 million for the three months ended June 30, 2025. The decrease in net income is primarily attributed to a decrease in interest income and an increase in tax provision for the three months ended June 30, 2025 offset in part by an increase in gain on real estate transactions.
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)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
| Revenues: |
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| Rental revenues |
$ |
11,510 |
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$ |
11,188 |
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$ |
22,937 |
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$ |
22,467 |
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| Other income |
650 |
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585 |
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1,231 |
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1,205 |
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| Total revenue |
12,160 |
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11,773 |
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24,168 |
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23,672 |
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| Expenses: |
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| Property operating expenses |
6,535 |
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6,624 |
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12,512 |
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13,258 |
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| Depreciation and amortization |
3,062 |
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3,137 |
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5,945 |
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6,309 |
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| General and administrative |
1,383 |
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1,414 |
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2,735 |
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2,675 |
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| Advisory fee to related party |
2,005 |
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1,680 |
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4,436 |
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3,845 |
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| Total operating expenses |
12,985 |
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12,855 |
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25,628 |
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26,087 |
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| Net operating loss |
(825) |
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(1,082) |
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(1,460) |
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(2,415) |
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| Interest income |
3,982 |
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5,200 |
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8,610 |
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11,327 |
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| Interest expense |
(1,738) |
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(1,862) |
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(3,519) |
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(3,731) |
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| Equity in income from unconsolidated joint venture |
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109 |
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544 |
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| Gain on sale or write down of assets, net |
947 |
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4,838 |
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| Income tax provision |
(2,042) |
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(669) |
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(3,364) |
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(1,272) |
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| Net income |
324 |
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1,696 |
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5,105 |
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4,453 |
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| Net income attributable to noncontrolling interest |
(155) |
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(198) |
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(318) |
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(406) |
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| Net income attributable to the Company |
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169 |
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$ |
1,498 |
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$ |
4,787 |
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4,047 |
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| Earnings per share |
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| Basic and diluted |
$ |
0.02 |
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0.17 |
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$ |
0.55 |
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$ |
0.47 |
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| Weighted average common shares used in computing earnings per share |
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| Basic and diluted |
8,639,316 |
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8,639,316 |
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8,639,316 |
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8,639,316 |
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