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Real estate investment trust A real estate investment trust (REIT) is a company that owns, and in most cases operates, income-producing real estate. REITs own many types of commercial real estate, including office and apartment buildings, warehouses, hospitals, shopping centers, hotels and commercial forests.
Real estate investing Real estate investing involves the purchase, management and sale or rental of real estate for profit. Improvement of realty property as part of a real estate investment strategy is generally considered to be a sub-specialty of real estate investing called real estate development.
Investment Investment is the dedication of an asset to attain an increase in value over a period of time. Investment requires a sacrifice of some present asset, such as time, money, or effort.
Investment banking Investment banking denotes certain activities of a financial services company or a corporate division that consist in advisory-based financial transactions on behalf of individuals, corporations, and governments. Traditionally associated with corporate finance, such a bank might assist in raising financial capital by underwriting or acting as the client's agent in the issuance of debt or equity securities.
Cascade Investment Cascade Investment, L.L.C. is an American holding company and private investment firm headquartered in Kirkland, Washington, United States. It is controlled by Bill Gates, and managed by Michael Larson.
Investment fund An investment fund is a way of investing money alongside other investors in order to benefit from the inherent advantages of working as part of a group such as reducing the risks of the investment by a significant percentage. These advantages include an ability to:\n\nhire professional investment managers, who may offer better returns and more adequate risk management;\nbenefit from economies of scale, i.e., lower transaction costs;\nincrease the asset diversification to reduce some unsystematic risk.It remains unclear whether professional active investment managers can reliably enhance risk adjusted returns by an amount that exceeds fees and expenses of investment management.
Alternative investment An alternative investment (also called an alternative asset) is an investment in any asset class excluding stocks, bonds, and cash. The term is a relatively loose one and includes tangible assets such as precious metals, collectibles (art, wine, antiques, cars, coins, musical instruments, or stamps) and some financial assets such as real estate, commodities, private equity, distressed securities, hedge funds, exchange funds, carbon credits, venture capital, film production, financial derivatives, cryptocurrencies, non-fungible tokens, and tax receivable agreements.
Investment (macroeconomics) In macroeconomics, investment "consists of the additions to the nation's capital stock of buildings, equipment, software, and inventories during a year" or, alternatively, investment spending — "spending on productive physical capital such as machinery and construction of buildings, and on changes to inventories — as part of total spending" on goods and services per year.The types of investment include residential investment in housing that will provide a flow of housing services over an extended time, non-residential fixed investment in things such as new machinery or factories, human capital investment in workforce education, and inventory investment (the accumulation, intentional or unintentional, of goods inventories)\nIn measures of national income and output, "gross investment" (represented by the variable I ) is a component of gross domestic product (GDP), given in the formula GDP = C + I + G + NX, where C is consumption, G is government spending, and NX is net exports, given by the difference between the exports and imports, X − M. Thus investment is everything that remains of total expenditure after consumption, government spending, and net exports are subtracted (i.e. I = GDP − C − G − NX ).
Equity (finance) In finance, equity is ownership of assets that may have debts or other liabilities attached to them. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets.
Adverse effect An adverse effect is an undesired harmful effect resulting from a medication or other intervention, such as surgery. An adverse effect may be termed a "side effect", when judged to be secondary to a main or therapeutic effect.
Adverse food reaction An adverse food reaction is an adverse response by the body to food or a specific type of food.The most common adverse reaction is a food allergy, which is an adverse immune response to either a specific type or a range of food proteins.\nHowever, other adverse responses to food are not allergies.
Anthony Adverse Anthony Adverse is a 1936 American epic historical drama film directed by Mervyn LeRoy and starring Fredric March and Olivia de Havilland. The screenplay by Sheridan Gibney draws elements of its plot from eight of the nine books in Hervey Allen's historical novel, Anthony Adverse.
Adverse party An adverse party is an opposing party in a lawsuit under an adversary system of law. In general, an adverse party is a party against whom judgment is sought or "a party interested in sustaining a judgment or decree." For example, the adverse party for a defendant is the plaintiff.
Adverse (film) Adverse is a 2020 American crime thriller film written and directed by Brian Metcalf and starring Thomas Nicholas, Lou Diamond Phillips, Sean Astin, Kelly Arjen, Penelope Ann Miller, and Mickey Rourke. It premiered at the Fantasporto Film Festival, Portugal's largest film festival, on February 28, 2020.
Material adverse change In the fields of mergers and acquisitions and corporate finance, a material adverse change (abbreviated MAC), material adverse event (MAE), or material adverse effect (also MAE) is a change in circumstances that significantly reduces the value of a company. A contract to acquire, invest in, or lend money to a company often contains a term that allows the acquirer, investor, or lender to cancel the transaction if a material adverse change occurs.
Arithmetic Arithmetic (from Ancient Greek ἀριθμός (arithmós) 'number', and τική [τέχνη] (tikḗ [tékhnē]) 'art, craft') is an elementary part of mathematics that consists of the study of the properties of the traditional operations on numbers—addition, subtraction, multiplication, division, exponentiation, and extraction of roots. In the 19th century, Italian mathematician Giuseppe Peano formalized arithmetic with his Peano axioms, which are highly important to the field of mathematical logic today.
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Bitwise operation In computer programming, a bitwise operation operates on a bit string, a bit array or a binary numeral (considered as a bit string) at the level of its individual bits. It is a fast and simple action, basic to the higher-level arithmetic operations and directly supported by the processor.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations management Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
Operations research Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Normal distribution In statistics, a normal distribution (also known as Gaussian, Gauss, or Laplace–Gauss distribution) is a type of continuous probability distribution for a real-valued random variable. The general form of its probability density function is\n\n \n \n \n f\n (\n x\n )\n =\n \n \n 1\n \n σ\n \n \n 2\n π\n \n \n \n \n \n \n e\n \n −\n \n \n 1\n 2\n \n \n \n \n (\n \n \n \n x\n −\n μ\n \n σ\n \n \n )\n \n \n 2\n \n \n \n \n \n \n {\displaystyle f(x)={\frac {1}{\sigma {\sqrt {2\pi }}}}e^{-{\frac {1}{2}}\left({\frac {x-\mu }{\sigma }}\right)^{2}}}\n The parameter \n \n \n \n μ\n \n \n {\displaystyle \mu }\n is the mean or expectation of the distribution (and also its median and mode), while the parameter \n \n \n \n σ\n \n \n {\displaystyle \sigma }\n is its standard deviation.
Pareto distribution The Pareto distribution, named after the Italian civil engineer, economist, and sociologist Vilfredo Pareto, (Italian: [paˈreːto] US: pə-RAY-toh), is a power-law probability distribution that is used in description of social, quality control, scientific, geophysical, actuarial, and many other types of observable phenomena. Originally applied to describing the distribution of wealth in a society, fitting the trend that a large portion of wealth is held by a small fraction of the population.
Exponential distribution In probability theory and statistics, the exponential distribution is the probability distribution of the time between events in a Poisson point process, i.e., a process in which events occur continuously and independently at a constant average rate. It is a particular case of the gamma distribution.
Debt Death is the irreversible cessation of all biological functions that sustain an organism. Brain death is sometimes used as a legal definition of death.
Indebted Indebted is an American television sitcom that aired on NBC from February 6 to April 16, 2020. The series was created by Dan Levy and co-executive produced with Doug Robinson, Andy Ackerman and David Guarascio for Sony Pictures Television.
Loan A man is an adult male human. Prior to adulthood, a male human is referred to as a boy (a male child or adolescent).
List of most indebted companies The following article lists the indebted companies in the world by total corporate debt according estimates by the British-Australian investment firm Janus Henderson. In 2019, the total debt of the 900 most indebted companies was $8,325 billion.
United States Treasury security United States Treasury securities, also called Treasuries or Treasurys, are government debt instruments issued by the United States Department of the Treasury to finance government spending as an alternative to taxation. Since 2012, U.S. government debt has been managed by the Bureau of the Fiscal Service, succeeding the Bureau of the Public Debt.
Cancellation of Debt Income Taxpayers in the United States may have tax consequences when debt is cancelled. This is commonly known as COD (Cancellation of Debt) Income.
Abby Elliott Abby Elliott is an American actress and comedian who was a cast member on Saturday Night Live from 2008 to 2012 and has since starred on the Bravo comedy Odd Mom Out and the NBC sitcom Indebted. She is the daughter of actor/comedian Chris Elliott.
Wolf-Heinrich Graf von Helldorff Wolf-Heinrich Julius Otto Bernhard Fritz Hermann Ferdinand Graf von Helldorff (14 October 1896 – 15 August 1944) was an SA-Obergruppenführer, German police official and politician. He served as a member of the Landtag of Prussia during the Weimar Republic, as a member of the Reichstag for the Nazi Party from 1933, and as Ordnungspolizei Police President in Potsdam and in Berlin.
Cash out refinancing Cash out refinancing (in the case of real property) occurs when a loan is taken out on property already owned, and the loan amount is above and beyond the cost of transaction, payoff of existing liens, and related expenses.\n\n\n== Definition ==\nStrictly speaking, all refinancing of debt is "cash-out," when funds retrieved are utilized for anything other than repaying an existing loan.
Refinancing risk Refinancing risk, in banking and finance, is the possibility that a borrower cannot refinance by borrowing to repay existing debt. Many types of commercial lending incorporate balloon payments at the point of final maturity.
European debt crisis The European debt crisis, often also referred to as the eurozone crisis or the European sovereign debt crisis, is a multi-year debt crisis that took place in the European Union (EU) from 2009 until the mid to late 2010s. Several eurozone member states (Greece, Portugal, Ireland, Spain, and Cyprus) were unable to repay or refinance their government debt or to bail out over-indebted banks under their national supervision without the assistance of third parties like other eurozone countries, the European Central Bank (ECB), or the International Monetary Fund (IMF).
Risk Factors
INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ forward-looking statements are described under Item 1A Risk Factors beginning on page 7
(“IORI” or the “Company” or “we” or “us”), a Nevada corporation, is the successor to a California business trust organized on December 14, 1984, which commenced operations on April 15, 1985
Prior to January 1, 2003, IORI elected to be treated as a Real Estate Investment Trust (“REIT”) under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the “Code”)
Due to the completion of a tender offer by American Realty Investors, Inc
(“ARI”), an affiliate, on March 19, 2003, and the resulting concentration of ownership, IORI no longer met the requirement, as of January 1, 2003, for tax treatment as a REIT Currently, Transcontinental Realty Investors, Inc
(“TCI”), a Nevada corporation which has its common stock listed and traded on the New York Stock Exchange, Inc
(the “NYSE”), owns approximately 24dtta9prca of IORI’s outstanding shares of Common Stock
IORI cannot re-qualify to elect REIT tax status for at least five years after January 1, 2003
At December 31, 2005, IORI’s real estate consisted of 11 properties held for investment
In addition, IORI owns an interest in one partnership which owns real property and a second partnership which holds a wraparound mortgage note receivable
IORI also owns equity interests in entities that are partners in, or otherwise own real estate interests
IORI’s real estate ITEM 1A RISK FACTORS Risk Factors Related to Our Business An investment in our securities involves various risks
All investors should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities
Adverse events concerning existing tenants or negative market conditions that may affect existing tenants could have an adverse impact on our ability to attract new tenants, re-let space, collect rent or renew leases, and thus could adversely affect our cash flow from operations and inhibit growth
Our cash flow from operations depends on the ability to lease space to tenants on economically favorable terms
Therefore, we could be adversely affected by various facts and events over which we have limited control, such as: • lack of demand for space in areas where the Company’s properties are located; • inability to retain existing tenants and attract new tenants; • oversupply of or reduced demand for space and changes in market rental rates; • defaults by tenants or failure to pay rent on a timely basis; • the need to periodically renovate and repair marketable space; • physical damage to properties; • economic or physical decline of the areas where properties are located; • potential risk of functional obsolescence of properties over time
At any time, any of our tenants may experience a downturn in its business that may weaken its financial condition
As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy
Any tenant bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of the tenant’s lease and material losses to our Company
If tenants do not renew their leases as they expire, we may not be able to rent the space
Furthermore, leases that are renewed, and some new leases for space that is re-let, may have terms that are less economically favorable to us than current lease terms, or may require us to incur significant costs, such as for renovations, tenant improvements or lease transaction costs
6 ______________________________________________________________________ [38]Table of Contents [39]Index to Financial Statements Any of these events could adversely affect our cash flow from operations and our ability to make expected distributions to shareholders and service our indebtedness
A significant portion of our costs, such as real estate taxes, insurance costs, and debt service payments, generally are not reduced when circumstances cause a decrease in cash flow from our properties
We may not be able to compete successfully with other entities that operate in our industry
We experience a great deal of competition in attracting tenants for our properties and in locating land to develop and properties to acquire
In our effort to lease our properties, we compete for tenants with a broad spectrum of other landlords in each of our markets
These competitors include, among others, publicly-held REITs, privately-held entities, individual property owners and tenants who wish to sublease their space
Some of these competitors may be able to offer prospective tenants more attractive financial terms than we are able to offer
If the availability of land or high quality properties in our markets diminishes, our operating results could be adversely affected
We may experience increased operating costs, which could adversely affect our operations
Our properties are subject to increases in operating expenses such as insurance, cleaning, electricity, heating, ventilation and air conditioning, administrative costs and other costs associated with security, landscaping, repairs and maintenance of our properties
While our current tenants generally are obligated to pay a portion of these costs, there is no assurance that these tenants will make such payments or agree to pay these costs upon renewal or that new tenants will agree to pay these costs
If operating expenses increase in our markets, we may not be able to increase rents or reimbursements in all of these markets so as to meet increased expenses without, at the same time, decreasing occupancy rates
If this occurs, our ability to make distributions to shareholders and service our indebtedness could be adversely affected
We face risks associated with property acquisitions
Our acquisition activities and their successes are subject to the following risks: • when we are able to locate a desired property, competition from other real estate investors may significantly increase the purchase price; • acquired properties may fail to perform as expected; • the actual costs of repositioning or redeveloping acquired properties may be higher than original estimates; • acquired properties may be located in new markets where IORI faces risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into existing operations, and results of operations and financial condition could be adversely affected
We may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities
As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow
7 ______________________________________________________________________ [40]Table of Contents [41]Index to Financial Statements Many of our properties are concentrated in our primary markets, and we therefore may suffer economic harm as a result of adverse conditions in those markets
Our properties are located principally in specific geographic areas in the Southwestern United States
Due to the concentration of our properties in these areas, performance is dependent on economic conditions in these areas
These areas have experienced periods of economic decline
We may not be able to access financial markets to obtain capital on a timely basis, or on acceptable terms
We rely on proceeds from property dispositions and third party capital sources for a portion of our capital needs, including capital for acquisitions and development
The public debt and equity markets are among the sources on which we rely
The ability to access the public debt and equity markets depends on a variety of factors, including: • general economic conditions affecting these markets; • our own financial structure and performance; • the market’s opinion of REITS and real estate companies in general; • the market’s opinion of REITS and real estate companies that own properties like ours
We may suffer adverse effects as a result of the terms of and covenants relating to our indebtedness
Required payments on our indebtedness generally are not reduced if the economic performance of the portfolios declines
If the economic performance declines, net income, cash flow from operations and cash available for distribution to stockholders will be reduced
If payments on debt cannot be made, we could sustain a loss, or in the case of mortgages, suffer foreclosures by mortgagees or suffer judgments
Further, some obligations contain cross-default and/or cross-acceleration provisions, meaning that a default on one obligation may constitute a default on other obligations
We anticipate that only a small portion of the principal of our debt will be repaid prior to maturity
Therefore, we are likely to need to refinance at least a portion of our outstanding debts as it matures
There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of our existing debt
If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as the proceeds of sales of assets or new equity securities, our cash flow will not be sufficient to repay all maturing debt in years when significant “balloon” payments come due
Our credit facilities and unsecured debt securities contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including total debt to asset ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt which we must maintain
Our continued ability to borrow is subject to compliance with our financial and other covenants
In addition, our failure to comply with such covenants could cause a default under credit facilities, and we may then be required to repay such debt with capital from other sources
Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms
Our degree of leverage could limit our ability to obtain additional financing or affect the market price of our common stock
Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes
Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally
8 ______________________________________________________________________ [42]Table of Contents [43]Index to Financial Statements An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt
We currently have, and may incur more, indebtedness that bears interest at variable rates
Accordingly, if interest rates increase, so will our interest costs, which would adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our stockholders
Further, rising interest rates could limit our ability to refinance existing debt when it matures
We may need to sell properties from time to time for cash flow purposes
Because of the lack of liquidity of real estate investments generally, our ability to respond to changing circumstances may be impaired
Real estate investments generally cannot be sold quickly
In the event that we must sell assets to generate cash flow, we cannot predict whether there will be a market for those assets in the time period we desire or need to sell them, or whether we will be able to sell them at a price that will allow us to fully recoup our investment
We may not be able to realize the full potential value of our assets, and we may incur costs related to the early pay-off of the debt secured by such assets
Our business overall is subject to all of the risks associated with the real estate industry
We are subject to all risks incident to investment in real estate, many of which relate to the general lack of liquidity of real estate investments, including, but not limited to: • changes in general or local economic conditions—because our real estate assets are concentrated on the Southwest, any deterioration in the general economic conditions in any of those states could have an adverse effect on our business and assets in that state; • changes in interest rates that may make our ability to satisfy our debt service requirements materially more burdensome; • lack of availability of financing that may render the purchase, sale or refinancing of a property more difficult or unattractive; • changes in real estate and zoning laws; • increases in real estate taxes and insurance costs; • federal or local economic or rent control; • floods, earthquakes and other similar natural disasters