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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
Current Report

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)November 9, 2023

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

Nevada001-0924094-6565852
(State or other jurisdiction of 
Incorporation or organization) 		(Commission File Number)(IRS Employer Identification Number)
1603 LBJ Freeway,Suite 800DallasTX75234
(Address of principal executive offices)(Zip Code)
(469) 522-4200
Registrant’s Telephone Number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 ☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐  Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 230.425)
 ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
 ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.413e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockTCINYSE
Indicate by check mark whether teh Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((17 CFR 230.405 of or Rule 12b-2 of the Securities Act of 1934 (17 CFR 230.405):
☐  Emerging growth company
If an emerging growth company indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

On November 9, 2023, Transcontinental Realty Investors, Inc. (“TCI” or the “Company”) announced its operational results for the quarter ended September 30, 2023. A copy of the announcement is attached as Exhibit “99.1.”

The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits


(d) Exhibits.

The following exhibit is furnished with this Report:

Exhibit No.Description
Press release datedNovember 9, 2023
_________________________
* Furnished herewith






SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: November 9, 2023By:/s/  ERIK L. JOHNSON
Erik L. Johnson
Executive Vice President and Chief Financial Officer
(Principal Executive and Financial Officer)



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


Transcontinental Realty Investors, Inc. reports Earnings for Q3 2023

DALLAS (November 9, 2023) -- Transcontinental Realty Investors, Inc. (NYSE:TCI) is reporting its results of operations for the three months ended September 30, 2023. For the three months ended September 30, 2023, we reported net income attributable to common shares of $4.5 million or $0.52 per diluted share, compared to a net income of $378.4 million or $43.79 per diluted share for the same period in 2022.

Financial Highlights

•Total occupancy was 79% at September 30, 2023, which includes 96% at our multifamily properties and 49% at our commercial properties.
•On August 28, 2023, we paid off the $1.2 million loan on Athens.
•On November 6, 2023, we obtained a $25.4 million construction loan to build a 216 unit multifamily property in McKinney, Texas.

Financial Results

Rental revenues increased $4.3 million from $7.6 million for the three months ended September 30, 2022 to $11.8 million for the three months ended September 30, 2023. The increase in rental revenue is primarily due to $5.0 million increase at our multifamily properties offset in part by a decrease of $0.8 million from the commercial properties. The increase in revenue from the multifamily properties is primarily due to the acquisition of the VAA Holdback Portfolio in 2022.

Net operating loss decreased $1.0 million from $2.8 million for three months ended September 30, 2022 to $1.8 million for the three months ended September 30, 2023. The decrease in net operating loss is primarily due to a decrease in legal costs.

Net income attributable to the Company decreased $373.9 million from $378.4 million for the three months ended September 30, 2022 to $4.5 million for the three months ended September 30, 2023. The decrease in net income is primarily attributed to our share of the gain from the sale of the VAA Sale Portfolio, net of income tax effect in 2022.
About Transcontinental Realty Investors, Inc.
Transcontinental Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, shopping centers, and developed and undeveloped land. The Company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The Company also holds mortgage receivables.



TRANSCONTINENTAL REALTY INVESTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Revenues:
Rental revenues$11,838 $7,570 $34,236 $22,310 
Other income687 749 2,216 1,566 
   Total revenue12,525 8,319 36,452 23,876 
Expenses:
Property operating expenses7,443 4,701 20,580 12,541 
Depreciation and amortization3,313 2,193 9,615 6,840 
General and administrative1,432 2,756 7,836 7,348 
Advisory fee to related party2,112 1,434 6,282 6,885 
   Total operating expenses14,300 11,084 44,313 33,614 
   Net operating loss(1,775)(2,765)(7,861)(9,738)
Interest income9,676 7,379 26,998 17,162 
Interest expense(1,902)(3,992)(7,415)(13,142)
Gain on foreign currency transactions— 1,533 993 19,437 
Loss on early extinguishment of debt— (1,166)(1,710)(2,805)
Equity in income from unconsolidated joint venture85 464,085 798 470,428 
Gain on sale or write down of assets, net— 1,539 188 16,580 
Income tax provision(1,322)(88,037)(2,638)(88,105)
Net income4,762 378,576 9,353 409,817 
Net income attributable to noncontrolling interest(311)(225)(855)(503)
Net income attributable to the Company$4,451 $378,351 $8,498 $409,314 
Earnings per share
Basic and diluted$0.52 $43.79 $0.98 $47.38 
Weighted average common shares used in computing earnings per share
Basic and diluted8,639,316 8,639,316 8,639,316 8,639,316 





v3.23.3
Cover
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name Transcontinental Realty Investors, Inc.
Entity Incorporation, State or Country Code NV
Entity File Number 001-09240
Entity Tax Identification Number 94-6565852
Entity Address, Address Line One 1603 LBJ Freeway,
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75234
City Area Code 469
Local Phone Number 522-4200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol TCI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000733590
Amendment Flag false
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