UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2016
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-09240
TRANSCONTINENTAL REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 94-6565852 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234
(Address of principal executive offices)
(Zip Code)
(469) 522-4200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer ☐ (do not check if a smaller reporting company) | Smaller reporting company | ☒ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common Stock, $.01 par value | 8,717,767 |
| (Class) | (Outstanding at August 5, 2016) |
TRANSCONTINENTAL REALTY INVESTORS, INC.
FORM 10-Q
TABLE OF CONTENTS
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The accompanying notes are an integral part of these consolidated financial statements.
| 3 |
The accompanying notes are an integral part of these consolidated financial statements.
| 4 |
The accompanying notes are an integral part of these consolidated financial statements.
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| TRANSCONTINENTAL REALTY INVESTORS, INC. |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| (unaudited) |
| Six Months Ended June 30, | |||||||||
| 2016 | 2015 | ||||||||
| (dollars in thousands) | |||||||||
| Net income | $ | 1,193 | $ | 231 | |||||
| Other comprehensive income | — | — | |||||||
| Total comprehensive income | 1,193 | 231 | |||||||
| Comprehensive (income) loss attributable to non-controlling interest | (74 | ) | 12 | ||||||
| Comprehensive income attributable to Transcontinental Realty Investors, Inc. | $ | 1,119 | $ | 243 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
As used herein, the terms “TCI”, “the Company”, “we”, “our” or “us” refer to Transcontinental Realty Investors, Inc., a Nevada corporation which was formed in 1984. The Company is headquartered in Dallas, Texas and its common stock trades on the New York Stock Exchange (“NYSE”) under the symbol (“TCI”). Subsidiaries of American Realty Investors, Inc. (“ARL”) own approximately 80.9% of the Company’s common stock. Accordingly, TCI’s financial results are consolidated with those of ARL’s on Form 10-K and related Consolidated Financial Statements. ARL’s common stock trades on the New York Stock Exchange under the symbol (“ARL”). We have no employees.
TCI is a “C” corporation for U.S. federal income tax purposes and files an annual consolidated tax return with ARL and its ultimate parent, May Realty Holdings, Inc. (“MRHI”).
TCI owns approximately 81.1% of the common stock of Income Opportunity Realty Investors, Inc. (“IOT”). Accordingly IOT’s financial results are consolidated with those of TCI and its subsidiaries. Shares of IOT are traded on the New York Stock Exchange Euronext (“NYSE MKT”) under the symbol (“IOT”).
TCI invests in real estate through direct ownership, leases and partnerships and also invests in mortgage loans on real estate. Pillar Income Asset Management, Inc. (“Pillar”) is the Company’s external Advisor and Cash Manager. Although the Board of Directors is directly responsible for managing the affairs of TCI, and for setting the policies which guide it, the day-to-day operations of TCI are performed by Pillar, as the contractual Advisor, under the supervision of the Board. Pillar’s duties include, but are not limited to: locating, evaluating and recommending real estate and real estate-related investment opportunities, and arranging debt and equity financing for the Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to their decisions in connection with TCI’s business plan and investment policy. Pillar also serves as an Advisor and Cash Manager to ARL and IOT.
Regis Realty Prime, LLC (“Regis”) manages our commercial properties and provides brokerage services for our real estate portfolio. TCI engages third-party companies to lease and manage its apartment properties.
Properties
We own or had interests in a total property portfolio of 56 income-producing properties as of June 30, 2016. The properties consisted of:
| · | Seven commercial properties consisting of five office buildings and two retail centers comprising in aggregate approximately 1.7 million rentable square feet; |
| · | A golf course comprising approximately 96 acres |
| · | 48 apartment communities totaling 8,083 units; excluding apartments being developed; and |
| · | 3,612 acres of developed and undeveloped land. |
We join with various third-party development companies to construct residential apartment communities. We are in the predevelopment process on several residential apartment communities that have not yet begun construction. At June 30, 2016, we had eight apartment projects in development. The third-party developer typically holds a general partner, as well as a majority limited partner interest in a limited partnership formed for the purpose of building a single property, while we generally take a minority limited partner interest in the limited partnership. We may contribute land to the partnership as part of our equity contribution or we may contribute the necessary funds to the partnership to acquire the land. We are required to fund all necessary equity contributions while the third-party developer is responsible for obtaining construction financing, hiring a general contractor and for the overall management, successful completion and delivery of the project. We generally bear all the economic risks and rewards of ownership in these partnerships and therefore include these partnerships in our Consolidated Financial Statements. The third-party developer is paid a developer fee typically equal to a percentage of the construction costs. When the project reaches stabilized occupancy, we acquire the third-party developer’s partnership interests in exchange for any remaining unpaid developer fees.
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Basis of Presentation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included. The results of operations for the six months ended June 30, 2016, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
The year-end Consolidated Balance Sheet at December 31, 2015, was derived from the audited Consolidated Financial Statements at that date, but does not include all of the information and disclosures required by U.S. GAAP for complete financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Certain 2015 Consolidated Financial Statement amounts have been reclassified to conform to the 2016 presentation.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (“VIE”), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary is generally the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.
In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.
For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities is included in consolidated net income. Our investment in ARL is accounted for under the equity method.
Real Estate, Depreciation and Impairment
Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements: 10-40 years; furniture, fixtures and equipment: 5-10 years). The Company continually evaluates the recoverability of the carrying value of its real estate assets using the methodology prescribed in ASC Topic 360 (“ASC 360”), “Property, Plant and Equipment”. Factors considered by management in evaluating impairment of its existing real estate assets held for investment include significant declines in property operating profits, annually recurring property operating losses and other significant adverse changes in general market conditions that are considered permanent in nature. Under ASC 360, a real estate asset held for investment is not considered impaired if the undiscounted, estimated future cash flows of an asset (both the annual estimated cash flow from future operations and the estimated cash flow from the theoretical sale of the asset) over its estimated holding period are in excess of the asset’s net book value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to reduce the carrying value of the asset to its estimated fair value.
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Real Estate Held for Sale
We periodically classify real estate assets as “held for sale.” An asset is classified as held for sale after the approval of our Board of Directors, after an active program to sell the asset has commenced and if the sale is probable. One of the deciding factors in determining whether a sale is probable is whether the firm purchase commitment is obtained and whether the sale is probable within the year. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reduced to the lower of its net book value or its estimated fair value, less costs to sell the asset. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded. Real estate assets held for sale are stated separately on the accompanying Consolidated Balance Sheets. Upon a decision that the sale is no longer probable, the asset is classified as an operating asset and depreciation expense is reinstated.
Prior to January 1, 2015, the operating results of real estate assets held for sale and sold are reported as discontinued operations in the accompanying Consolidated Statements of Operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. Effective January 1, 2015, Accounting Standards Update 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”) substantially changed the criteria for determining whether a disposition qualifies for discontinued operations presentation. Since the Company adopted ASU 2014-08, effective January 1, 2015, we have had no dispositions that met the discontinued operations criteria.
Cost Capitalization
Costs related to planning, developing, leasing and constructing a property are capitalized and classified as Real Estate in the Consolidated Balance Sheets. We capitalize interest to qualifying assets under development based on average accumulated expenditures outstanding during the period. In capitalizing interest to qualifying assets, we first use the interest incurred on specific project debt, if any, and next use the weighted average interest rate of non-project specific debt. We capitalize interest, real estate taxes and certain operating expenses until building construction is substantially complete and the building is ready for its intended use, but no later than one year from the cessation of major construction activity.
We capitalize leasing costs, which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement and any internal costs that may be applicable. We allocate these costs to individual tenant leases and amortize them over the related lease term.
Fair Value Measurement
We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:
|
Level 1 – |
Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets. | |
| Level 2 – | Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 – | Unobservable inputs that are significant to the fair value measurement. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Deferred Costs
Costs relating to the financing of properties are deferred and amortized over the life of the related financing agreement. Amortization is reflected as interest expense in the Consolidated Statements of Operations, with remaining terms ranging from 6 months to 40 years. Unamortized financing costs are written off when the financing agreement is extinguished before the maturity date.
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Related Parties
We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.
Newly Issued Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which changed the criteria for determining whether a disposal qualifies as discontinued operations. Under the new guidance, disposals representing a strategic shift, or change in the entity’s strategy, that has, or will have, a major effect on an entity’s operations and financial results will be presented as discontinued operations. This guidance applies to a component of an entity or a group of components of an entity classified as held for sale or disposed of by sale or by means other than a sale, such as abandonment. The Company adopted ASU 2014-08 effective January 1, 2015, and as a result, had no dispositions that met the criteria for discontinued operations during the six months ending June 30, 2016. See Note 8 below.
In May 2014, Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” was issued. This new guidance established a new single comprehensive revenue recognition model and provides for enhanced disclosures. Under the new policy, the nature, timing and amount of revenue recognized for certain transactions could differ from those recognized under existing accounting guidance. This new standard does not affect revenue recognized under lease contracts. ASU 2014-09 is effective for reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its financial position and results of operations, if any.
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company adopted ASU 2015-03 effective June 30, 2015.
In February 2016, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases was issued. This guidance establishes a new model for accounting for leases and provides for enhanced disclosures. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial position and results of operations, if any.
NOTE 2. REAL ESTATE ACTIVITY
Below is a summary of the real estate we owned as of June 30, 2016 (dollars in thousands):
| Apartments | $ | 656,832 | ||
| Apartments under construction | 46,196 | |||
| Commercial properties | 201,464 | |||
| Land held for development | 88,568 | |||
| Land subject to sales contract | 47,192 | |||
| Total real estate | $ | 1,040,252 | ||
| Less accumulated depreciation | (148,718 | ) | ||
| Total real estate, net of depreciation | $ | 891,534 |
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The highlights of our significant real estate transactions for the six months ended June 30, 2016, are discussed below.
Purchases
For the six months ended June 30, 2016, we acquired one income-producing apartment community for a purchase price of $32.1 million. In addition, we acquired three land parcels for future development for a total purchase price of $8.9 million, adding 31.04 acres to the development portfolio.
Sales
For the six months ended June 30, 2016, TCI sold a combined 53.1 acres of land located in Forney, Texas and McKinney, Texas to independent third parties for a total sales price of $7.3 million. We recorded an aggregate $3.4 million gain from the land sales. In addition, the Company sold one apartment community located in Irving, Texas to an independent third party for a total sales price of $8.1 million. We recorded a gain of $5.2 million from this sale. The Company also sold an industrial warehouse consisting of approximately 177,805 square feet. The sale resulted in a loss of approximately $0.2 million.
In November 2015, the Company entered into a sales contract with an unrelated party. The contract was for most of the developable land owned by the Company in the Mercer Crossing Development located in Farmers Branch, Texas. In addition, IOT, ARL and Realty Advisors, Inc. (“RAI”) also sold land in this transaction. Total consideration for the sale was $75 million. The ultimate allocation of sales proceeds to the parties involved is yet to be determined and will be completed when the final use of the land, certain development commitments are completed and the note is collected. The agreement between TCI and the other parties related to this transaction provides for TCI to hold the subordinated note from the buyer in the amount of $50 million. At the closing, the note payable to related parties of $16.1 million was paid off. Due to an inadequate down payment from the buyer and the level of seller financing involved, the transaction is being accounted for under the deposit method. Under the deposit method, no revenue is recognized and the asset sold remains on the books until the criteria for full revenue recognition is met.
As of June 30, 2016, the Company has approximately 91 acres of land, at various locations that were sold to related parties in multiple transactions. These transactions are treated as “subject to sales contract” on the Consolidated Balance Sheets. Due to the related party nature of the transactions, TCI has deferred the recording of the sales in accordance with ASC 360-20.
We continue to invest in the development of apartment projects. During the six months ended June 30, 2016, we have expended $12.7 million related to the construction or predevelopment of various apartment complexes and capitalized $0.7 million of interest costs.
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NOTE 3. NOTES AND INTEREST RECEIVABLE
A portion of our assets are invested in mortgage notes receivable, principally secured by real estate. We may originate mortgage loans in conjunction with providing purchase money financing of property sales. Notes receivable are generally collateralized by real estate or interests in real estate and guarantees, unless noted otherwise, are so secured. Management intends to service and hold for investment the mortgage notes in our portfolio. A majority of the notes receivable provide for principal to be paid at maturity. Below is a summary of our notes receivable as of June 30, 2016 (dollars in thousands):
| Borrower | Maturity Date |
Interest Rate |
Amount | Security | |||||
| Performing loans: | |||||||||
| H198, LLC (Las Vegas Land) | 01/20 | 12.00 | % | $ | 5,907 | Secured | |||
| Oulan-Chikh Family Trust | 03/21 | 8.00 | % | 174 | Secured | ||||
| Unified Housing Foundation, Inc. (Echo Station) (1) | 12/32 | 12.00 | % | 1,481 | Secured | ||||
| Unified Housing Foundation, Inc. (Lakeshore Villas) (1) | 12/32 | 12.00 | % | 2,000 | Secured | ||||
| Unified Housing Foundation, Inc. (Lakeshore Villas) (1) | 12/32 | 12.00 | % | 6,368 | Secured | ||||
| Unified Housing Foundation, Inc. (Limestone Canyon) (1) | 12/32 | 12.00 | % | 4,640 | Secured | ||||
| Unified Housing Foundation, Inc. (Limestone Canyon) (1) | 12/32 | 12.00 | % | 2,653 | Secured | ||||
| Unified Housing Foundation, Inc. (Limestone Ranch) (1) | 12/32 | 12.00 | % | 6,000 | Secured | ||||
| Unified Housing Foundation, Inc. (Limestone Ranch) (1) | 12/32 | 12.00 | % | 1,953 | Secured | ||||
| Unified Housing Foundation, Inc. (Parkside Crossing) (1) | 12/32 | 12.00 | % | 1,936 | Secured | ||||
| Unified Housing Foundation, Inc. (Sendero Ridge) (1) | 12/32 | 12.00 | % | 4,812 | Secured | ||||
| Unified Housing Foundation, Inc. (Sendero Ridge) (1) | 12/32 | 12.00 | % | 4,491 | Secured | ||||
| Unified Housing Foundation, Inc. (Timbers of Terrell) (1) | 12/32 | 12.00 | % | 1,323 | Secured | ||||
| Unified Housing Foundation, Inc. (Tivoli) (1) | 12/32 | 12.00 | % | 7,966 | Secured | ||||
| Unified Housing Foundation, Inc. (1) | 12/17 | 12.00 | % | 1,207 | Unsecured | ||||
| Unified Housing Foundation, Inc. (1) | 12/18 | 12.00 | % | 3,994 | Unsecured | ||||
| Unified Housing Foundation, Inc. (1) | 12/18 | 12.00 | % | 6,407 | Unsecured | ||||
| Unified Housing Foundation, Inc. (1) | 06/19 | 12.00 | % | 5,400 | Unsecured | ||||
| Other related party notes (1) | Various | Various | 1,420 | Various unsecured interests | |||||
| Other non-related party notes | Various | Various | 796 | Various secured interests | |||||
| Other non-related party notes | Various | Various | 103 | Various unsecured interests | |||||
| Accrued interest | 4,971 | ||||||||
| Total Performing | $ | 76,002 | |||||||
| Allowance for estimated losses | (1,825 | ) | |||||||
| Total | $ | 74,177 | |||||||
(1) Related party notes
We invest in mortgage loans, secured by mortgages that are subordinate to one or more prior liens either on the fee or a leasehold interest in real estate. Recourse on such loans ordinarily includes the real estate on which the loan is made, other collateral and guarantees.
At June 30, 2016, we had mortgage loans and accrued interest receivable from related parties, net of allowances, totaling $74.2 million. During the six months ended June 30, 2016, we recognized interest income of $4.0 million related to these notes receivables.
The Company has various notes receivable from Unified Housing Foundation, Inc. (“UHF”) and Foundation for Better Housing, Inc. (“FBH”). UHF and FBH are determined to be related parties due to our reliance upon the performance of the collateral secured under the notes receivable. Payments are due from surplus cash flow of operations of the properties. A sale or refinance of any of the properties underlying these notes will be used to repay outstanding interest and principal for the remaining notes for the specific borrower. These notes are cross-collateralized for the specific borrower, but to the extent cash is received from a specific UHF or FBH property, it is applied first against any outstanding interest for the related-property note. The allowance on the UHF notes was a purchase allowance that was netted against the notes when acquired.
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NOTE 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES AND INVESTEES
Investments in unconsolidated joint ventures and other investees in which we have a 20% to 50% interest or otherwise exercise significant influence, are carried at cost and adjusted for the Company’s proportionate share of their undistributed earnings or losses under the equity method of accounting. ARL is our parent company and is considered as an unconsolidated joint venture.
Investments in unconsolidated joint ventures and investees consist of the following:
| Percentage ownership as of | ||||||||
| June 30, 2016 | June 30, 2015 | |||||||
| American Realty Investors, Inc.(1) | 0.90 | % | 1.00 | % | ||||
| (1) Unconsolidated investment in parent company owning 140,000 shares of ARL Common Stock | |
Our 0.90% interest in the common stock of ARL is accounted for under the equity method because we exercise significant influence over the operations and financial activities. Accordingly, the investments are carried at cost, adjusted for the Company’s proportionate share of earnings or losses.
The following is a summary of the financial position and results of operations from our unconsolidated parent (dollars in thousands):
| As of June 30, | 2016 | 2015 | ||||||
| Real estate, net of accumulated depreciation | $ | 14,578 | $ | 14,285 | ||||
| Notes receivable | 49,677 | 50,519 | ||||||
| Other assets | 126,134 | 127,217 | ||||||
| Notes payable | (19,821 | ) | (28,193 | ) | ||||
| Other liabilities | (103,520 | ) | (94,201 | ) | ||||
| Shareholders’ equity | (67,048 | ) | (69,627 | ) | ||||
| For the Six Months Ended June 30, | 2016 | 2015 | ||||||
| Rents and interest and other income | $ | 3,589 | $ | 6,359 | ||||
| Depreciation | (84 | ) | (78 | ) | ||||
| Operating expenses | (2,243 | ) | (1,810 | ) | ||||
| Interest expense | (2,323 | ) | (1,448 | ) | ||||
| Net income (loss) | $ | (1,061 | ) | $ | 3,023 | |||
| Company’s proportionate share of income (loss) | $ | (10 | ) | $ | 30.23 |
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NOTE 5. NOTES PAYABLE
Below is a summary of our notes and interest payable as of June 30, 2016 (dollars in thousands):
| Notes Payable | Accrued Interest | Total Debt | ||||||||||
| Apartments | $ | 546,718 | $ | 1,503 | $ | 548,221 | ||||||
| Commercial | 109,423 | 501 | 109,924 | |||||||||
| Land | 31,062 | 117 | 31,179 | |||||||||
| Real estate held for sale | 376 | — | 376 | |||||||||
| Real estate subject to sales contract | 5,602 | 470 | 6,072 | |||||||||
| Mezzanine and Medley financing | 121,900 | (401 | ) | 121,499 | ||||||||
| Other | 8,594 | — | 8,594 | |||||||||
| Total | $ | 823,675 | $ | 2,190 | $ | 825,865 | ||||||
| Unamortized deferred borrowing costs | (19,019 | ) | — | (19,019 | ) | |||||||
| Total | $ | 804,656 | $ | 2,190 | $ | 806,846 |
The segment labeled as “Other” consists of unsecured or stock-secured notes payable.
There are various land mortgages, secured by the property, that are in the process of a modification or extension to the original note due to expiration of the loan. We are in constant contact with these lenders, working together in order to modify the terms of these loans and we anticipate a timely resolution that is similar to the existing agreement or subsequent modification.
In conjunction with the development of various apartment projects and other developments, we drew down $11.4 million in construction loans during the six months ended June 30, 2016.
The properties that we have sold to a related party and have deferred the recognition of the sale are treated as “subject to sales contract” on the Consolidated Balance Sheets. These properties were sold to a related party in order to help facilitate an appropriate debt or organizational restructure and may or may not be transferred back to the seller upon resolution. These properties have mortgages that are secured by the property and many have corporate guarantees. According to the loan documents, the maker is currently in default on these mortgages primarily due to lack of payment and is actively involved in discussions with every lender in order to settle or cure the default situation. We have reviewed each asset and taken impairment to the extent we feel the value of the property was less than our current basis.
NOTE 6. RELATED PARTY TRANSACTIONS
The following table reflects the activity in our net receivable from related party for the six months ended June 30, 2016 (dollars in thousands):
| Pillar | ARL | Total | ||||||||||
| Related party receivable, December 31, 2015 | $ | — | $ | 90,515 | $ | 90,515 | ||||||
| Cash transfers | (1,995 | ) | — | (1,995 | ) | |||||||
| Advisory fees | (4,702 | ) | — | (4,702 | ) | |||||||
| Net income fee | (127 | ) | — | (127 | ) | |||||||
| Fees and commissions | (1,564 | ) | — | (1,564 | ) | |||||||
| Cost reimbursements | (1,411 | ) | — | (1,411 | ) | |||||||
| Interest income | — | 2,218 | 2,218 | |||||||||
| Notes receivable purchased | (5,356 | ) | — | (5,356 | ) | |||||||
| Expenses paid by advisor | (3,481 | ) | — | (3,481 | ) | |||||||
| Financing (mortgage payments) | 8,690 | — | 8,690 | |||||||||
| Sales/Purchases transactions | (7,172 | ) | — | (7,172 | ) | |||||||
| Purchase of obligations | (4,032 | ) | 4,032 | — | ||||||||
| Related party receivable, June 30, 2016 | $ | (21,150 | ) | $ | 96,765 | $ | 75,615 |
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During the ordinary course of business, we have related party transactions that include, but are not limited to, rental income, interest income, interest expense, general and administrative costs, commissions, management fees, and property expenses. In addition, we have assets and liabilities that include related party amounts. The related party amounts included in assets and liabilities, and the related party revenues and expenses received/paid are shown on the face of the Consolidated Financial Statements.
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NOTE 7. OPERATING SEGMENTS
Our segments are based on our method of internal reporting, which classifies our operations by property type. Our property types are grouped into commercial, apartments, land and other operating segments. Significant differences among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve the calculation and allocation of administrative and other expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their net operating income and cash flow.
Items of income that are not reflected in the segments are interest, other income, gain on debt extinguishment, gain on condemnation award, equity in partnerships, and gains on sale of real estate. Expenses that are not reflected in the segments are provision for losses, advisory fees, net income and incentive fees, general and administrative, non-controlling interests and net loss from discontinued operations before gains on sale of real estate.
The segment labeled as “Other” consists of revenue and operating expenses related to the notes receivable and corporate debt.
Presented below is our reportable segments’ operating income for the three months ended June 30, 2016 and 2015, including capital expenditures and segment assets (dollars in thousands):
| For the Three Months Ended June 30, 2016 | Properties | Apartments | Land | Other | Total | |||||||||||||||
| Rental and other property revenues | $ | 8,664 | $ | 21,856 | $ | — | $ | 1 | $ | 30,521 | ||||||||||
| Property operating expenses | (4,595 | ) | (10,168 | ) | (138 | ) | (18 | ) | (14,919 | ) | ||||||||||
| Depreciation | (2,227 | ) | (3,616 | ) | — | — | (5,843 | ) | ||||||||||||
| Mortgage and loan interest | (1,696 | ) | (6,109 | ) | (419 | ) | (3,868 | ) | (12,092 | ) | ||||||||||
| Interest income | — | — | — | 3,289 | 3,289 | |||||||||||||||
| Gain on sale of income producing properties | 6 | 5,162 | — | — | 5,168 | |||||||||||||||
| Gain on land sales | — | — | 1,719 | — | 1,719 | |||||||||||||||
| Segment operating income (loss) | $ | 152 | $ | 7,125 | $ | 1,162 | $ | (596 | ) | $ | 7,843 | |||||||||
| Balance Sheet Data as of June 30, 2016 | ||||||||||||||||||||
| Capital expenditures | $ | 1,562 | $ | (146 | ) | $ | 1,570 | $ | — | $ | 2,986 | |||||||||
| Real estate assets | $ | 149,536 | $ | 606,238 | $ | 135,760 | $ | — | $ | 891,534 | ||||||||||
| Property Sales | ||||||||||||||||||||
| Sales price | $ | — | $ | 8,100 | $ | 3,154 | $ | — | $ | 11,254 | ||||||||||
| Cost of sale | (2,932 | ) | (1,435 | ) | (4,367 | ) | ||||||||||||||
| Gain on sale | $ | — | $ | 5,168 | $ | 1,719 | $ | — | $ | 6,887 | ||||||||||
| Commercial | ||||||||||||||||||||
| For the Three Months Ended June 30, 2015 | Properties | Apartments | Land | Other | Total | |||||||||||||||
| Rental and other property revenues | $ | 6,678 | $ | 17,070 | $ | — | $ | 8 | $ | 23,756 | ||||||||||
| Property operating expenses | (3,134 | ) | (7,693 | ) | (129 | ) | 27 | (10,929 | ) | |||||||||||
| Depreciation | (2,197 | ) | (2,910 | ) | — | — | (5,107 | ) | ||||||||||||
| Mortgage and loan interest | (1,639 | ) | (3,293 | ) | (1,193 | ) | (2,091 | ) | (8,216 | ) | ||||||||||
| Interest income | — | — | — | 2,994 | 2,994 | |||||||||||||||
| Gain on land sales | — | — | 1,250 | — | 1,250 | |||||||||||||||
| Segment operating income (loss) | $ | (292 | ) | $ | 3,174 | $ | (72 | ) | $ | 938 | $ | 3,748 | ||||||||
| Balance Sheet Data as of June 30, 2016 | ||||||||||||||||||||
| Capital expenditures | $ | 2,940 | $ | 1,498 | $ | 485 | $ | — | $ | 4,923 | ||||||||||
| Real estate assets | $ | 160,403 | $ | 476,391 | $ | 155,617 | $ | — | $ | 792,411 | ||||||||||
| Property Sales | ||||||||||||||||||||
| Sales price | 1,878 | 1,878 | ||||||||||||||||||
| Cost of sale | $ | — | $ | — | $ | (628 | ) | $ | — | $ | (628 | ) | ||||||||
| Gain on sale | $ | — | $ | — | $ | 1,250 | $ | — | $ | 1,250 | ||||||||||
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The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations for the three months ended June 30, 2016 and 2015 (dollars in thousands):
| Three Months Ended June 30, | ||||||||
| 2016 | 2015 | |||||||
| Segment operating income | $ | 7,843 | $ | 3,748 | ||||
| Other non-segment items of income (expense) | ||||||||
| General and administrative | (729 | ) | (1,278 | ) | ||||
| Net income fee to related party | (54 | ) | (45 | ) | ||||
| Advisory fee to related party | (2,331 | ) | (1,951 | ) | ||||
| Other income | 27 | 14 | ||||||
| Earnings from unconsolidated joint ventures and investees | — | 10 | ||||||
| Litigation settlement | — | (45 | ) | |||||
| Income tax expense | — | (12 | ) | |||||
| Net income from continuing operations | $ | 4,756 | $ | 441 | ||||
Presented below is our reportable segments’ operating income for the six months ended June 30, 2016 and 2015, including capital expenditures and segment assets (dollars in thousands):
| Commercial | ||||||||||||||||
| For the Six Months Ended June 30, 2016 | Properties | Apartments | Land | Other | Total | |||||||||||
| Rental and other property revenues | $ | 16,252 | $ | 43,170 | $ | — | $ | 2 | $ | 59,424 | ||||||
| Property operating expenses | (9,452 | ) | (19,562 | ) | (870 | ) | 2 | (29,882 | ) | |||||||
| Depreciation | (4,500 | ) | (7,151 | ) | — | — | (11,651 | ) | ||||||||
| Mortgage and loan interest | (3,647 | ) | (12,265 | ) | (915 | ) | (8,431 | ) | (25,258 | ) | ||||||
| Interest income | — | — | — | 7,136 | 7,136 | |||||||||||
| Gain on sale of income-producing properties | 6 | 4,919 | — | — | 4,925 | |||||||||||
| Gain on land sales | — | — | 3,370 | — | 3,370 | |||||||||||
| Segment operating income (loss) | $ | (1,341 | ) | $ | 9,111 | $ | 1,585 | $ | (1,291 | ) | $ | 8,064 | ||||
| Balance Sheet as of June 30, 2016 | ||||||||||||||||
| Capital expenditures | $ | 1,656 | $ | (146 | ) | $ | 1,497 | $ | — | $ | 3,007 | |||||
| Real estate assets | $ | 149,536 | $ | 606,238 | $ | 135,760 | $ | — | $ | 891,534 | ||||||
| Property Sales | ||||||||||||||||
| Sales price | $ | 1,500 | $ | 8,100 | $ | 7,334 | $ | — | $ | 16,934 | ||||||
| Cost of sale | (1,743 | ) | (2,932 | ) | (3,964 | ) | — | (8,639 | ) | |||||||
| Gain (loss) on sale | $ | (243 | ) | $ | 5,168 | $ | 3,370 | $ | — | $ | 8,295 | |||||
| Commercial | ||||||||||||||||
| For the Six Months Ended June 30, 2015 | Properties | Apartments | Land | Other | Total | |||||||||||
| Rental and other property revenues | $ | 13,464 | $ | 32,543 | $ | — | $ | 53 | $ | 46,060 | ||||||
| Property operating expenses | (7,147 | ) | (14,353 | ) | (310 | ) | 17 | (21,793 | ) | |||||||
| Depreciation | (4,092 | ) | (5,659 | ) | — | — | (9,751 | ) | ||||||||
| Mortgage and loan interest | (3,245 | ) | (9,364 | ) | (2,197 | ) | (3,595 | ) | (18,401 | ) | ||||||
| Interest income | — | — | — | 6,755 | 6,755 | |||||||||||
| Gain on land sales | — | — | 4,126 | — | 4,126 | |||||||||||
| Segment operating income (loss) | $ | (1,020 | ) | $ | 3,167 | $ | 1,619 | $ | 3,230 | $ | 6,996 | |||||
| Balance Sheet as of June 30, 2015 | ||||||||||||||||
| Capital expenditures | $ | 6,132 | $ | 1,755 | $ | 1,311 | $ | — | $ | 9,198 | ||||||
| Real estate assets | $ | 160,403 | $ | 476,391 | $ | 155,617 | $ | — | $ | 792,411 | ||||||
| Property Sales | ||||||||||||||||
| Sales price | $ | — | $ | — | $ | 9,135 | $ | — | $ | 9,135 | ||||||
| Cost of sale | — | — | (5,009 | ) | — | (5,009 | ) | |||||||||
| Gain on sale | $ | — | $ | — | $ | 4,126 | $ | — | $ | 4,126 | ||||||
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The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Statements of Operations for the six months ended June 30, 2016 and 2015 (dollars in thousands):
| Six Months Ended June 30, | ||||||||
| 2016 | 2015 | |||||||
| Segment operating income | $ | 8,064 | $ | 6,996 | ||||
| Other non-segment items of income (expense) | ||||||||
| General and administrative | (2,338 | ) | (3,045 | ) | ||||
| Net income fee to related party | (126 | ) | (90 | ) | ||||
| Advisory fee to related party | (4,702 | ) | (3,894 | ) | ||||
| Other income | 294 | 81 | ||||||
| Earnings (loss) from unconsolidated joint ventures and investees | (2 | ) | 43 | |||||
| Litigation settlement | — | (118 | ) | |||||
| Income tax benefit | 1 | 90 | ||||||
| Net income from continuing operations | $ | 1,191 | $ | 63 | ||||
The table below reflects the reconciliation of segment information to the corresponding amounts in the Consolidated Balance Sheets (dollars in thousands):
| As of June 30, | ||||||||
| 2016 | 2015 | |||||||
| Segment assets | $ | 891,534 | $ | 792,411 | ||||
| Investments in real estate partnerships | 2,460 | 2,155 | ||||||
| Notes and interest receivable | 74,177 | 74,867 | ||||||
| Other assets | 165,189 | 198,561 | ||||||
| Total assets | $ | 1,133,360 | $ | 1,067,994 | ||||
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NOTE 8. DISCONTINUED OPERATIONS
Prior to January 1, 2015, we applied the provisions of ASC 360, “Property, Plant and Equipment”, which required that long-lived assets that are to be disposed of by sale be measured at the lesser of (1) book value or (2) fair value less cost to sell. In addition, it requires that one accounting model be used for long-lived assets to be disposed of by sale and broadens the presentation of discontinued operations to include more disposal transactions.
Effective January 1, 2015, the Company adopted the provisions of ASU 2014-08, which changed the criteria of ASC 360 related to determining which disposals qualify to be accounted for as discontinued operations and modified related reporting and disclosure requirements. Disposals representing a strategic shift in operations that have a major effect on a company’s operations and financial results will be presented as discontinued operations.
There were no sales of income-producing properties in the first six months of 2016 that met the criteria for discontinued operations. Amounts included in discontinued operations represent the residual amounts from sales classified as discontinued operations prior to January 1, 2015. The following table summarizes revenue and expense information for the properties sold and held for sale (dollars in thousands):
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||
| Revenues: | |||||||||||||
| Rental and other property revenues | $ | — | $ | — | $ | — | $ | 15 | |||||
| — | — | — | 15 | ||||||||||
| Expenses: | |||||||||||||
| Property operating expenses | — | 26 | (3 | ) | (348 | ) | |||||||
| General and administrative | — | 7 | — | 104 | |||||||||
| Total operating expenses | — | 33 | (3 | ) | (244 | ) | |||||||
| Other expense: | |||||||||||||
| Mortgage and loan interest | — | (1 | ) | — | (1 | ) | |||||||
| Total other expense | — | (1 | ) | — | (1 | ) | |||||||
| Gain (loss) from discontinued operations before income tax | — | (34 | ) | 3 | 258 | ||||||||
| Income tax benefit (expense) | — | 12 | (1 | ) | (90 | ) | |||||||
| Income (loss) from discontinued operations | $ | — | $ | (22 | ) | $ | 2 | $ | 168 | ||||
Our application of ASC 360 results in the presentation of the net operating results of these qualifying properties sold or held for sale during 2015 as income from discontinued operations. This does not have an impact on net income available to common shareholders and only impacts the presentation of these properties within the Consolidated Statements of Operations.
NOTE 9. COMMITMENTS AND CONTINGENCIES AND LIQUIDITY
Dynex Capital, Inc.
On July 20, 2015, the 68th Judicial District Court in Dallas County, Texas issued its Final Judgment in Cause No. DC-03-00675, styled Basic Capital Management, Inc., American Realty Trust, Inc., Transcontinental Realty Investors, Inc., Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. v. Dynex Commercial, Inc. The case, which was litigated for more than a decade, had its origin with Dynex Commercial making loans to Continental Poydras Corp., Continental Common, Inc. and Continental Baronne, Inc. (subsidiaries of Continental Mortgage & Equity Trust (“CMET”), an entity which merged into TCI in 1999 after the original suit was filed). Under the original loan commitment, $160 million in loans were to be made to the entities. The loans were conditioned on the execution of a commitment between Dynex Commercial and Basic Capital Management, Inc. (“Basic”).
An original trial in 2004, which also included Dynex Capital, Inc. as a defendant, resulted in a jury awarding damages in favor of Basic for “lost opportunity,” as well as damages in favor of ART and in favor of TCI and its subsidiaries for “increased costs” and “lost opportunity.” The original Trial Court judge ignored the jury’s findings, however, and entered a “Judgment Notwithstanding the Verdict” (“JNOV”) in favor of the Dynex entities (the judge held the Plaintiffs were not entitled to any damages from the Dynex entities). After numerous appeals by all parties, Dynex Capital, Inc. was ultimately dismissed from the case and the remaining claims against Dynex Commercial were remanded to the Trial Court for a new judgment consistent with the jury’s findings. The Court entered the new Final Judgment against Dynex Commercial, Inc. on July 20, 2015.
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The Final Judgment entered against Dynex Commercial, Inc. on July 20, 2015 awarded Basic $0.256 million in damages, plus pre-judgment interest of $0.192 million for a total amount of $0.448 million. The Judgment awarded ART $14.2 million in damages, plus pre-judgment interest of $10.6 million for a total amount of $24.8 million. The Judgment awarded TCI $11.1 million, plus pre-judgment interest of $8.4 million for a total amount of $19.5 million. The Judgment also awarded Basic, ART, and TCI post-judgment interest at the rate of 5% per annum from April 25, 2014 until the date their respective damages are paid. Lastly, the Judgement awarded Basic, ART, and TCI $1.6 million collectively in attorneys’ fees from Dynex Commercial, Inc.
The Company is working with counsel to identify assets and collect on the Final Judgment against Dynex Commercial, Inc., as well as explore possible additional claims, if any, against Dynex Capital, Inc.
TCI is also involved in various other lawsuits arising in the ordinary course of business. Management is of the opinion that the outcome of these lawsuits will have no material impact on TCI’s financial condition, results of operations or liquidity.
Liquidity. Management believes that TCI will generate excess cash from property operations in 2016; such excess, however, will not be sufficient to discharge all of TCI’s obligations as they become due. Management intends to sell land and income-producing real estate, refinance real estate and obtain additional borrowings primarily secured by real estate to meet its liquidity requirements.
Partnership Buyouts. TCI is the limited partner in various partnerships related to the construction of residential properties. As permitted in the respective partnership agreements, TCI intends to purchase the interests of the general and any other limited partners in these partnerships subsequent to the completion of these projects. The amounts paid to buy out the non-affiliated partners are limited to development fees earned by the non-affiliated partners and are outlined in the respective partnership agreements.
Litigation. The ownership of property and provision of services to the public as tenants entails an inherent risk of liability. Although the Company and its subsidiaries are involved in various items of litigation incidental to and in the ordinary course of its business, in the opinion of management, the outcome of such litigation will not have a material adverse impact upon the Company’s financial condition, results of operation or liquidity.
The Company is involved in and vigorously defending against, a number of deficiency claims with respect to assets that have been foreclosed by various lenders. Such claims are generally against a consolidated subsidiary as the borrower or the Company as a guarantor of indebtedness or performance. Some of these proceedings may ultimately result in an unfavorable determination for the Company and/or one of its consolidated subsidiaries. While we cannot predict the final result of such proceedings, management believes that the maximum exposure to the Company and its consolidated subsidiaries, if any, will not exceed approximately $20.0 million in the aggregate and will occur, if at all, in future years.
Guarantees. The Company is the primary guarantor on a $60.35 million mezzanine loan between UHF and a lender. In addition, ARI and an officer of the Company are limited recourse guarantors of the loan. As of June 30, 2016, UHF was in compliance with the covenants to the loan agreement.
NOTE 10. EARNINGS PER SHARE
Earnings per Share (“EPS”) have been computed pursuant to the provisions of ASC Topic 260 “Earnings per Share”. The computation of basic EPS is calculated by dividing income available to common shareholders from continuing operations, adjusted for preferred dividends, by the weighted-average number of common shares outstanding during the period. Shares issued during the period shall be weighted for the portion of the period that they were outstanding.
In November 2006, TCI issued 100,000 shares of Series D Preferred Stock with a liquidation preference of $100 per share. The preferred stock is not convertible into any other security and requires dividends payable from the initial rate of 7% annually to the current rate of 9%. The shares can be redeemed at any point after September 30, 2011. Of the 100,000 shares, 89,500 shares are owned by RAI, a related party, and 10,500 shares are owned by Pillar, a related party. RAI’s 89,500 shares have accrued dividends unpaid of approximately $4.4 million. Pillar’s 10,500 shares have accrued dividends unpaid of approximately $0.5 million.
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NOTE 11. SUBSEQUENT EVENTS
The date to which events occurring after June 30, 2016, the date of the most recent balance sheet, have been evaluated for possible adjustment to the Consolidated Financial Statements or disclosure is August 12, 2016, which is the date on which the Consolidated Financial Statements were available to be issued.
The Company has determined that there are no subsequent events to be reported.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report.
This Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the captions “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We caution investors that any forward-looking statements in this report, or which management may make orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
| · | general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate); |
| · | risks associated with the availability and terms of construction and mortgage financing and the use of debt to fund acquisitions and developments; |
| · | demand for apartments and commercial properties in the Company’s markets and the effect on occupancy and rental rates; |
| · | the Company’s ability to obtain financing, enter into joint venture arrangements in relation to or self-fund the development or acquisition of properties; |
| · | risks associated with the timing and amount of property sales and the resulting gains/losses associated with such sales; |
| · | failure to manage effectively our growth and expansion into new markets or to integrate acquisitions successfully; |
| · | risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities); |
| · | risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets; |
| · | costs of compliance with the Americans with Disabilities Act and other similar laws and regulations; |
| · | potential liability for uninsured losses and environmental contamination; |
| · | risks associated with our dependence on key personnel whose continued service is not guaranteed; and |
| · | the other risk factors identified in this Form 10-Q, including those described under the caption “Risk Factors.” |
The risks included here are not exhaustive. Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements, include among others, the factors listed and described at Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K, which investors should review. There have been no changes from the risk factors previously described in the Company’s Form 10-K for the fiscal year ended December 31, 2015.
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Other sections of this report may also include suggested factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time-to-time and it is not possible for management to predict all such matters; nor can we assess the impact of all such matters on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise as we file them with the SEC.
Overview
We are an externally advised and managed real estate investment company that owns a diverse portfolio of income-producing properties and land held for development. Our portfolio of income-producing properties includes residential apartment communities, office buildings and other commercial properties. Our investment strategy includes acquiring existing income-producing properties, as well as developing new properties on land already owned or acquired for a specific development project. We acquire land primarily in urban in-fill locations or high-growth suburban markets. We are an active buyer and seller of real estate. During the six months ended June 30, 2016, we acquired three land parcels for a total of 31.04 acres and an aggregate purchase price of $8.9 million and we sold a combined 53.1 acres of land for a total sales price of $7.3 million. As of June 30, 2016, we owned 8,083 units in 48 residential apartment communities, seven commercial properties comprising approximately 1.7 million rentable square feet and a golf course comprising approximately 96 acres. In addition, we owned 3,612 acres of land held for development.
We finance our acquisitions primarily through operating cash flow, proceeds from the sale of land and income-producing properties and debt financing primarily in the form of property-specific first-lien mortgage loans from commercial banks and institutional lenders. We finance our development projects principally with variable interest rate construction loans that are converted to long-term, fixed rate amortizing mortgages when the development project is completed and occupancy has been stabilized. We will, from time to time, also enter into partnerships with various investors to acquire income-producing properties or land and to sell interests in certain of our wholly-owned properties. When we sell assets, we may carry a portion of the sales price generally in the form of a short-term, interest bearing seller-financed note receivable. We generate operating revenues primarily by leasing apartment units to residents and leasing office, retail and industrial space to commercial tenants. We have no employees.
We have historically engaged in and may continue to engage in certain business transactions with related parties, including, but not limited to, asset acquisition and dispositions. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in our best interest.
Pillar Income Asset Management, Inc. (“Pillar”) is the Company’s external Advisor and Cash Manager. Although the Board of Directors is directly responsible for managing the affairs of TCI, and for setting the policies which guide it, the day-to-day operations of TCI are performed by Pillar, as the contractual Advisor, under the supervision of the Board. Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investment opportunities and arranging debt and equity financing for the Company with third party lenders and investors. Additionally, Pillar serves as a consultant to the Board with regard to their decisions in connection with TCI’s business plan and investment policy. Pillar also serves as an Advisor and Cash Manager to ARL and IOT.
Regis Realty Prime, LLC (“Regis”) manages our commercial properties and provides brokerage services for our real estate portfolio. TCI engages third-party companies to lease and manage its apartment properties.
Critical Accounting Policies
We present our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The FASB Accounting Standards Codification (“ASC”) is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP.
The accompanying Consolidated Financial Statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and all entities in which we have a controlling interest. Arrangements that are not controlled through voting or similar rights are accounted for as a Variable Interest Entity (“VIE”), in accordance with the provisions and guidance of ASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and meet certain criteria of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have Certain Rights (“EITF 04-5”). VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders as a group lack adequate decision making ability, the obligation to absorb expected losses or residual returns of the entity, or have voting rights that are not proportional to their economic interests. The primary beneficiary generally is the entity that provides financial support and bears a majority of the financial risks, authorizes certain capital transactions, or makes operating decisions that materially affect the entity’s financial results. All significant intercompany balances and transactions have been eliminated in consolidation.
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In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; our and the other investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of us and the other investors. Significant judgments related to these determinations include estimates about the current future fair values and performance of real estate held by these VIEs and general market conditions.
For entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary, the entities are accounted for using the equity method of accounting. Accordingly, our share of the net earnings or losses of these entities are included in consolidated net income. Our investment in ARL is accounted for under the equity method.
Real Estate
Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-market” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities in accordance with ASC Topic 805 “Business Combinations”, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings at replacement cost.
We assess and consider fair value based on estimated cash flow projections that utilize appropriate discount and/or capitalization rates, as well as available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.
A variety of costs are incurred in the acquisition, development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided by ASC Topic 835-20 “Interest – Capitalization of Interest” and ASC Topic 970 “Real Estate - General”. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We cease capitalization when a building is considered substantially complete and ready for its intended use, but no later than one year from the cessation of major construction activity.
Prior to January 1, 2015, the operating results of real estate assets held for sale and sold are reported as discontinued operations in the accompanying Consolidated Statements of Operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. Effective January 1, 2015, ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” substantially changed the criteria for determining whether a disposition qualifies for discontinued operations presentation. The Company adopted ASU 2014-08 effective January 1, 2015, and as a result, had no dispositions that met the criteria for discontinued operations during the six months ending June 30, 2016.
Depreciation and Impairment
Real estate is stated at depreciated cost. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, property taxes, insurance, and other project costs incurred during the period of development.
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Management reviews its long-lived assets used in operations for impairment when there is an event or change in circumstances that indicates impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.
Investments in Unconsolidated Real Estate Ventures
Except for ownership interests in variable interest entities, we account for our investments in unconsolidated real estate ventures under the equity method of accounting because we exercise significant influence over, but do not control, these entities. These investments are recorded initially at cost, as investments in unconsolidated real estate ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated real estate ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses; however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in variable interest entities, we consolidate those in which we are the primary beneficiary.
Recognition of Rental Income
Rental income for commercial property leases is recognized on a straight-line basis over the respective lease terms. On our Consolidated Balance Sheets, we include as a receivable the excess of rental income recognized over rental payments actually received pursuant to the terms of the individual commercial lease agreements.
Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.
Rental income for residential property leases is recorded when due from residents and is recognized monthly as earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less. An allowance for doubtful accounts is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.
Revenue Recognition on the Sale of Real Estate
Sales and the associated gains or losses of real estate are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the sales criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.
Non-Performing Notes Receivable
We consider a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.
Interest Recognition on Notes Receivable
We record interest income as earned in accordance with the terms of the related loan agreements.
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Allowance for Estimated Losses
We assess the collectability of notes receivable on a periodic basis, of which the assessment consists primarily of an evaluation of cash flow projections of the borrower to determine whether estimated cash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable when it is probable that principal and interest will not be received in accordance with the contractual terms of the loan. The amount of the impairment to be recognized generally is based on the fair value of the partnership’s real estate that represents the primary source of loan repayment. See Note 3 “Notes and Interest Receivable” for details on our notes receivable.
Fair Value of Financial Instruments
We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, to the valuation of real estate assets. These provisions define fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants at the measurement date, establish a hierarchy that prioritizes the information used in developing fair value estimates and require disclosure of fair value measurements by level within the fair value hierarchy. The hierarchy gives the highest priority to quoted prices in active markets (Level 1 measurements) and the lowest priority to unobservable data (Level 3 measurements), such as the reporting entity’s own data.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:
| Level 1 – | Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets. |
| Level 2 – | Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 – | Unobservable inputs that are significant to the fair value measurement. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Related Parties
We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.
Results of Operations
The discussion of our results of operations is based on management’s review of operations, which is based on our segments. Our segments consist of apartments, commercial properties, land and other. For discussion purposes, we break these segments down into the following sub-categories; same property portfolio, acquired properties and developed properties in the lease-up phase. The same property portfolio consists of properties that were held by us for the entire period for both years being compared. The acquired property portfolio consists of properties that we acquired but have not been held for the entire period for both periods being compared. Developed properties in the lease-up phase consist of completed projects that are being leased-up. As we complete each phase of the project, we lease-up that phase and include those revenues in our continued operations. Once a developed property becomes leased-up and is held the entire period for both periods under comparison, it is considered to be included in the same property portfolio.
Prior to January 1, 2015, the operating results of real estate assets held for sale and sold were reported as discontinued operations in the accompanying Consolidated Statements of Operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. The Company adopted ASU 2014-08, effective January 1, 2015, which substantially changed the criteria for determining whether a disposition qualifies for discontinued operations presentation. As a result, we had no dispositions that met the criteria for discontinued operations during the six months ending June 30, 2016.
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The following discussion is based on our Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, as included in Part I, Item 1. “Financial Statements” of this report.
At June 30, 2016 and 2015, we owned or had interests in a portfolio of 56 and 52 income-producing properties, respectively.
Comparison of the three months ended June 30, 2016 to the same period ended 2015:
For the three months ended June 30, 2016, we reported net income applicable to common shares of $4.4 million or $0.51 earnings per diluted share, compared to a net loss applicable to common shares of less than $0.1 million or $0.01 loss per diluted share for the same period in 2015.
Revenues
Rental and other property revenues were $30.5 million for the three months ended June 30, 2016. This represents an increase of $6.7 million compared to the prior period revenues of $23.8 million. The change by segment is an increase in the apartment portfolio of approximately $4.7 million and an increase in the commercial portfolio of $2.0 million. During the three months ended June 30, 2016, we recorded $2.5 million rental revenue for six apartment communities purchased since June 30, 2015 and had a decrease in rental revenue of $0.6 million for two apartment communities sold since June 30, 2015, for a net increase of $1.9 million. In addition, we purchased seven apartment communities in the second quarter of 2015, which produced rental revenue of $3.1 million and $1.3 million during the three months ended June 30, 2016 and 2015, respectively, for a net increase of $1.8 million. The $2.0 million increase in revenues for the commercial portfolio was primarily due to the acquisition of a commercial building in Houston, Texas late in the second quarter of 2015.
Expense
Property operating expenses were $14.9 million for the three months ended June 30, 2016. This represents an increase of $4.0 million compared to the prior period operating expenses of $10.9 million. The change by segment is an increase in the apartment portfolio of $2.5 million and an increase in the commercial portfolio of $1.5 million. The primary reason for the increase in property operating expenses for the Company’s apartment portfolio was the purchase of six communities with a total of 1,144 units, net of two communities sold with a total of 360 units since June 30, 2015, for a net increase of 784 units. In addition, we purchased seven apartment communities during the second quarter of 2015 which have a total of 1,261 units. Property operating expenses for our commercial portfolio increased $1.5 million due primarily to the acquisition of an office building in Houston, Texas late in the second quarter of 2015.
Depreciation and amortization expense was $5.8 million for the three months ended June 30, 2016 for an increase of $0.7 million as compared to the prior period expense of $5.1 million. The increase is primarily due to the growth in our apartment portfolio over the past 15 months for a net increase of 2,045 units.
Other income (expense)
Mortgage and loan interest expense was $12.1 million for the three months ended June 30, 2016. This represents an increase of $3.9 million compared to the prior period expense of $8.2 million. The change by segment was an increase of $2.8 million in the apartment portfolio due to acquisitions, an increase of $1.8 million in the other portfolio primarily due to securing a new mezzanine debt obligation in June 2015 and an increase in the commercial portfolio of $0.1 million. These increases were partially offset by a decrease in the land portfolio of $0.8 million due to the transfer of mortgage obligations related to land sold.
Gain on sale of income-producing properties was $5.2 million for the three months ended June 30, 2016. During 2016, the Company sold one apartment community located in Irving, Texas to an independent third party for a total sales price of $8.1 million which resulted in a gain of $5.2 million. There were no sales of income-producing properties during the three months ended June 30, 2015.
Gain on land sales was $1.7 million for the three months ended June 30, 2016 compared to $1.2 million for the three months ended June 30, 2015. In the current period we sold 12.2 acres of land for a total sales price of $3.1 million and recorded a gain of $1.7 million. In 2015, we sold 9.7 acres of land for a total sales price of $1.9 million and recorded a gain of $1.2 million.
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Comparison of the six months ended June 30, 2016 to the same period ended 2015:
For the six months ended June 30, 2016, we reported a net income applicable to common shares of $0.7 million or $0.08 earnings per diluted share compared to a net loss applicable to common shares of $0.2 million or $0.02 loss per diluted share for the same period in 2015.
Revenues
Rental and other property revenues were $59.4 million for the six months ended June 30, 2016. This represents an increase of approximately $13.3 million compared to the prior period revenues of $46.1 million. The change by segment is an increase in the apartment portfolio of $10.6 million and an increase in the commercial portfolio of approximately $2.7 million. During the six months ended June 30, 2016, we recorded $5.2 million rental revenue for six apartment communities purchased since June 30, 2015 and had a decrease in rental revenue of approximately $1.1 million for two apartment communities sold since June 30, 2015, for a net increase of $4.1 million. In addition, we purchased seven apartment communities in the second quarter of 2015, which produced rental revenue of $7.3 million and $1.3 million during the six months ended June 30, 2016 and 2015, respectively, for a net increase of $6.0 million. The $2.7 million increase in revenues for the commercial portfolio was primarily due to the acquisition of a commercial building in Houston, Texas late in the second quarter of 2015.
Expense
Property operating expenses were $29.9 million for the six months ended June 30, 2016. This represents an increase of $8.1 million compared to the prior period operating expenses of $21.8 million. The growth in our apartment portfolio resulted in a $5.2 million increase in property operating expenses. The Company added a net 784 units since June 30, 2015 and acquired 1,261 units during the second quarter of 2015. Property operating expenses for our commercial portfolio increased $2.3 million due to the acquisition of an office building in Houston, Texas late in the second quarter of 2015. In addition, we had an increase in property operating expenses for our land portfolio of $0.6 million.
Depreciation and amortization expense was $11.7 million for the six months ended June 30, 2016. This represents an increase of $1.9 million compared to the prior period expense of $9.8 million. The increase is primarily due to the growth in our apartment portfolio over the past 15 months and the purchase of an office building late in the second quarter of 2015. The increase by segment consisted of a $1.5 million increase in the apartment portfolio and a $0.4 million increase in the commercial portfolio.
Other income (expense)
Mortgage and loan interest expense was $25.3 million for the six months ended June 30, 2016. This represents an increase of $6.9 million compared to the prior period expense of $18.4 million. The change by segment is an increase in the other portfolio of $4.8 million primarily due to securing a new mezzanine debt obligation in June 2015, an increase in the apartment portfolio of $2.9 million due primarily to acquisitions and an increase in the commercial portfolio of $0.4 million. These increases were partially offset by a decrease in the land portfolio of approximately $1.2 million due to the transfer of mortgage obligations related to land sold.
Gain on sale of income-producing properties was $4.9 million for the six months ended June 30, 2016. During 2016, the Company sold one apartment community located in Irving, Texas to an independent third party for a total sales price of $8.1 million which resulted in a gain of $5.2 million. We also sold an industrial warehouse in 2016 consisting of approximately 177,805 square feet. This sale resulted in a loss of approximately $0.2 million. There were no sales of income-producing properties during the six months ended June 30, 2015.
Gain on land sales was $3.4 million for the six months ended June 30, 2016 compared to $4.1 million for the comparable period in 2015. During 2016, we sold a combined 53.1 acres of land located in Texas to independent third parties for a total sales price of $7.3 million for an aggregate gain of $3.4 million. In the prior period, we sold a combined 43.1 acres of land for a total sales price of $9.1 million and recorded a total gain of $4.1 million.
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Liquidity and Capital Resources
Our principal liquidity needs are:
| · | fund normal recurring expenses; |
| · | meet debt service and principal repayment obligations including balloon payments on maturing debt; |
| · | fund capital expenditures, including tenant improvements and leasing costs; |
| · | fund development costs not covered under construction loans; and |
| · | fund possible property acquisitions. |
Our principal sources of cash have been and will continue to be:
| · | property operations; |
| · | proceeds from land and income-producing property sales; |
| · | collection of mortgage notes receivable; |
| · | collection of receivables from related party companies; |
| · | refinancing of existing debt; and |
| · | additional borrowing, including mortgage notes payable and lines of credit. |
We draw on multiple financing sources to fund our long-term capital needs. We generally fund our development projects with construction loans. Management anticipates that our available cash from property operations may not be sufficient to meet all of our cash requirements. Management intends to selectively sell land and income-producing assets, refinance or extend real estate debt and seek additional borrowing secured by real estate to meet its liquidity requirements. Although the past cannot predict the future, historically, management has been successful at extending a portion of our current maturity obligations and selling assets as necessary to meet current obligations.
Cash Flow Summary
The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows as presented in Part I, Item 1. “Financial Statements” and is not meant to be an all-inclusive discussion of the changes in our cash flow (dollars in thousands):
| Six Months Ended June 30, | ||||||||||
| 2016 | 2015 | Variance | ||||||||
| Net cash provided by (used in) operating activities | $ | 30,921 | $ | (45,086 | ) | $ | 76,007 | |||
| Net cash used in investing activities | $ | (51,240 | ) | $ | (96,714 | ) | $ | 45,474 | ||
| Net cash provided by financing activities | $ | 25,101 | $ | 148,727 | $ | (123,626 | ) | |||
Our primary use of cash for operations is daily operating costs, general and administrative expenses, advisory fees, and land holding costs. Our primary source of cash from operating activities is from rental income on properties. In addition, we have a related party account in which excess cash is transferred to or from. The primary reason for the increase in cash flow from operating activities was the change in our related party receivables.
Our primary cash outlays for investing activities are for construction and development, acquisition of land and income-producing properties, and capital improvements to existing properties. Our primary sources of cash from investing activities are from the proceeds on the sale of land and income-producing properties. During the six months ended June 30, 2016, we purchased one apartment community for $33.9 million and during the same period in 2015 we purchased seven apartment communities and an office building for a total of $105.8 million. During the six months ended June 30, 2016, we received aggregate sales proceeds of $15.1 million from the sale of an apartment community, an industrial warehouse and a combined 53.1 acres of land. We sold a combined 43.1 acres of land and received aggregate sales proceeds of $8.3 million during the comparable period of 2015. We did not sale any income-producing properties during the six months ended June 30, 2015.
Our primary sources of cash from financing activities are from proceeds on notes payables either through refinancing our existing loans or by obtaining new financing. Our primary cash outlays are for recurring debt payments and payments on maturing notes payable. During the second quarter of 2015, the Company secured additional financing of $120.0 million from an independent third party. At closing $84.4 million was advanced to the Company. The financing can be used for general corporate purposes, acquisition of multi-family apartment complexes and to reduce debt.
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Environmental Matters
Under various federal, state and local environmental laws, ordinances and regulations, we may be potentially liable for removal or remediation costs, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property) where property-level managers have arranged for the removal, disposal or treatment of hazardous or toxic substances. In addition, certain environmental laws impose liability for release of asbestos-containing materials into the air, and third parties may seek recovery for personal injury associated with such materials.
Management is not aware of any environmental liability relating to the above matters that would have a material adverse effect on our business, assets or results of operations.
Inflation
The effects of inflation on our operations are not quantifiable. Revenues from property operations tend to fluctuate proportionately with inflationary increases and decreases in real estate costs. Fluctuations in the rate of inflation also affect the sales values of properties and the ultimate gains to be realized from property sales. To the extent that inflation affects interest rates, earnings from short-term investments, the cost of new financings and variable interest rate debt will be affected.
Tax Matters
TCI is a member of the MRHI consolidated group for federal income tax reporting. There is a tax sharing and compensating agreement between ARL, IOT and TCI.
Financial statement income varies from taxable income principally due to the accounting for income and losses of investees, gains and losses from asset sales, depreciation on owned properties, amortization of discounts on notes receivable and payable and the difference in the allowance for estimated losses. TCI had taxable income for federal income tax purposes in the first six months of 2016, taxable income in 2015, and a net operating loss in 2014; therefore, it recorded no provision for income taxes.
At June 30, 2016, TCI had a net deferred tax asset of $34.1 million due to tax deductions available to the Company in future years. However, as management cannot determine that it is more likely than not that TCI will realize the benefit of the deferred tax assets, a 100% valuation allowance has been established.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. Our management’s objectives, with regard to interest rate risks, are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at fixed rates or variable rates with the lowest margins available and in some cases, with the ability to convert variable rates to fixed rates. Of our $806.8 million in notes payable at June 30, 2016, $37.9 million represented debt subject to variable interest rates. If our variable interest rates increased 100 basis points, we estimate that total annual interest cost, including interest expensed and interest capitalized, would increase by $0.4 million, and would result in a decrease of $0.04 in our earnings per share.
Our variable rate exposure is mitigated through the ability to secure long-term fixed rate HUD financing on the residential apartment complexes with a weighted average borrowing rate of 3.83% at June 30, 2016.
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| ITEM 4. | CONTROLS AND PROCEDURES |
Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 5. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
In December 1989, the Board of Directors approved a share repurchase program, authorizing the repurchase of a total of 687,000 shares of TCI’s common stock. In June 2000, the Board increased this authorization to 1,387,000 shares. On August 10, 2010, the Board of Directors approved an increase in the share repurchase program for up to an additional 250,000 shares of common stock which results in a total authorization under the repurchase program for up to 1,637,000 shares of our common stock. This repurchase program has no termination date. There were no shares repurchased under this program during the second quarter of 2016. As of June 30, 2016, 1,230,535 shares have been purchased and 406,465 shares may be purchased under the program.
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| ITEM 6. | EXHIBITS |
The following exhibits are filed with this report or incorporated by reference as indicated;
|
Exhibit |
Description |
||
| 3.0 | Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to Exhibit No. 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991). | ||
| 3.1 | Certificate of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated June 3, 1996). | ||
| 3.2 | Certificate of Amendment of Articles of Incorporation of Transcontinental Realty Investors, Inc., dated October 10, 2000 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). | ||
| 3.3 | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., setting forth the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Preferred Stock, dated October 20, 1998 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998). | ||
| 3.4 | Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designations, References, Limitations, Restriction and Relative Rights of Series B Cumulative Convertible Preferred Stock, dated October 23, 2000 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). | ||
| 3.5 | Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designating, Preferences, Limitations, Restrictions and Relative Rights of Series C Cumulative Convertible Preferred Stock, dated September 28, 2001 (incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). | ||
| 3.6 | Articles of Amendment to the Articles of Incorporation of Transcontinental Realty Investors, Inc., Decreasing the Number of Authorized Shares of and Eliminating Series B Preferred Stock dated December 14, 2001 (incorporated by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001). | ||
| 3.7 | By-Laws of Transcontinental Realty Investors, Inc. (incorporated by reference to Exhibit No. 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991). | ||
| 3.8 | Certificate of Designation of Transcontinental Realty Investors, Inc., setting forth the Voting Powers, Designations, Preferences, Limitations, Restrictions and Relative Rights of Series D Cumulative Preferred Stock filed August 14, 2006 with the Secretary of State of Nevada (incorporated by reference to Registrant’s Current Report on Form 8-K for event dated November 21, 2006 at Exhibit 3.8 thereof). | ||
| 10.1 | Advisory Agreement dated as of April 30, 2011, between Transcontinental Realty Investors, Inc., and Pillar Income Asset Management, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K for event occurring May 2, 2011). | ||
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. | ||
| 31.2* | Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. | ||
| 32.1* | |||
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith. |
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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 thereunto duly authorized.
| TRANSCONTINENTAL REALTY INVESTORS, INC. | ||
| Date: August 12, 2016 | By: |
/s/ Daniel J. Moos |
| Daniel J. Moos | ||
|
President and Chief Executive Officer (Principal Executive Officer) |
||
| Date: August 12, 2016 | By: |
/s/ Gene S. Bertcher |
| Gene S. Bertcher | ||
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
||
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