Financial Performance - For Q4 2023, Transcontinental Realty Investors, Inc. reported a net loss attributable to common shares of $2.6 million, or $0.30 per diluted share, compared to a net income of $58.9 million, or $6.82 per diluted share for the same period in 2022[1]. - Net income attributable to the company decreased by $61.5 million from Q4 2022, primarily due to a $74.7 million decrease in gain on sale, remeasurement, or write down of assets[6]. - Earnings per share for Q4 2023 were reported at $(0.30), a significant decrease from $6.82 in Q4 2022[9]. Revenue and Expenses - Total revenue for Q4 2023 was $13.5 million, compared to $12.8 million in Q4 2022, with total operating expenses increasing to $15.6 million from $12.3 million[9]. - Rental revenues increased by $1.0 million from $11.8 million in Q4 2022 to $12.8 million in Q4 2023, primarily due to a $0.9 million increase at multifamily properties[3]. - Net operating income decreased by $2.6 million, resulting in a net operating loss of $2.1 million for Q4 2023, attributed to a $2.7 million increase in property operating and depreciation expenses[4]. - The company reported a decrease in general and administrative expenses by $0.6 million, despite the overall increase in operating expenses[4]. Occupancy and Properties - Total occupancy was reported at 77% as of December 31, 2023, with multifamily properties at 92% and commercial properties at 49%[5]. - The company entered into a $25.4 million construction loan for a 216-unit multifamily property in McKinney, Texas, expected to be completed in 2025 at a total cost of approximately $51.9 million[5]. - A second construction loan of $23.5 million was secured for a 216-unit multifamily property in Temple, Texas, also expected to be completed in 2025 at a total cost of approximately $49.6 million[5].

Sales and Gains - The company sold a 50% ownership interest in Overlook at Allensville Phase II for $2.6 million, resulting in a gain of $1.4 million[79]. - The company sold 600 Las Colinas for $74.8 million, resulting in a gain of $27.3 million, using proceeds to pay off the mortgage[79]. - The company completed the sale of 134.7 acres of land for $20.2 million, resulting in gains of $10.3 million[79]. - The company received an initial distribution of $182.8 million from the VAA Sale Portfolio, which sold for $1.8 billion[86]. - The company experienced a $91.1 million change in gain/loss on sale, remeasurement, or write down of assets, from a gain of $89.2 million in 2022 to a loss of $1.9 million in 2023[109]. Development Projects - The company has incurred a total of $16.9 million in development costs for the Lake Wales multifamily property, expected to be completed in 2025[81]. - The company entered into a development agreement for a 216 unit multifamily property in McKinney, Texas, with a total cost of approximately $51.9 million[82]. - The company has agreements to develop 125 acres of land into approximately 470 lots for single-family homes at a total cost of $24.3 million[80]. Financial Performance - Multifamily segment revenue increased to $32,608,000 in 2023 from $17,828,000 in 2022, a variance of $14,780,000[101]. - Commercial segment revenue decreased to $14,415,000 in 2023 from $16,252,000 in 2022, a variance of $(1,837,000)[101]. - Net income for 2023 was $7,250,000, a significant decrease of $461,754,000 compared to $469,004,000 in 2022[101]. - Interest income increased by $13,797,000, primarily due to a $9.9 million increase in interest on short-term investments[103]. - Funds From Operations (FFO) for 2023 was $21,662,000, down from $33,961,000 in 2022[115]. Cash Flow and Liquidity - Cash used in operating activities decreased to $(31,073,000) in 2023 from $(45,394,000) in 2022, a variance of $14,321,000[108]. - Net cash provided by investing activities decreased to $26,813,000 in 2023 from $307,357,000 in 2022, a variance of $(280,544,000)[108]. - The company anticipates sufficient cash and short-term investments to meet all cash requirements for 2024[107]. - The company plans to selectively sell land and income-producing assets to meet liquidity requirements[107]. Debt Management - The company paid off $67.5 million of Series C bonds on January 31, 2023[79]. - The company paid off $14.0 million of Series A Bonds and $28.9 million of Series B Bonds, resulting in a loss of $1.7 million[85]. - The company completed the restoration of Landing on Bayou Cane for a total cost of $16.7 million, primarily funded by insurance proceeds[84].

Property Transactions - The company sold Toulon, a 240-unit multifamily property, for $26.8 million, resulting in a gain of $9.4 million[94]. - The company acquired seven multifamily properties from VAA with a fair value of $219.5 million on November 1, 2022[94]. - The company experienced a gain on the sale of 26.9 acres of land for $5.1 million, resulting in gains of $4.2 million[94]. Development Projects - The company completed the restoration and lease-up of Landing Bayou for a total cost of $10.4 million, primarily funded by insurance proceeds[96]. - The company entered into a development agreement for a 240-unit multifamily property in Lake Wales, Florida, with a total expected cost of approximately $55.3 million[95]. - The company incurred a total of $12.3 million in development costs for the Lake Wales project as of September 30, 2023[95]. - The company spent $5.0 million on ongoing development of Windmill Farms during 2023[97]. - The company extended the maturity of its loan on Windmill Farms until February 28, 2024, at a revised interest rate of 7.75%[94]. Financial Performance - Multifamily segment revenue increased to $7.899 billion in Q3 2023, up from $2.850 billion in Q3 2022, a variance of $5.049 billion[110]. - Commercial segment revenue decreased to $3.939 billion in Q3 2023, down from $4.720 billion in Q3 2022, a decline of $781 million[110]. - Net income for Q3 2023 was $4.762 million, a decrease of $373.814 million compared to $378.576 million in Q3 2022[110]. - Interest income increased by $4.387 million to $7.774 million in Q3 2023, driven by a $2.3 million increase in interest income and a $2.1 million decrease in interest expense[111]. - Funds From Operations (FFO) for Q3 2023 was $7.764 million, compared to a loss of $8.537 million in Q3 2022[126]. Cash Flow and Liquidity - Net cash provided by operating activities was $7.846 million for the nine months ended September 30, 2023, compared to a cash outflow of $5.394 million in the same period of 2022, a variance of $13.240 million[116]. - The company experienced a $162.9 million decrease in cash from investing activities, primarily due to a $159.3 million distribution from joint ventures in 2022[120]. - The company anticipates that cash and cash equivalents as of September 30, 2023, will be sufficient to meet all cash requirements[115]. - The principal liquidity needs include funding normal recurring expenses and meeting debt service obligations[114]. - The company plans to selectively sell land and income-producing assets to meet liquidity requirements[115].

Property Transactions - The company sold Toulon, a 240-unit multifamily property, for $26.8 million, resulting in a gain of $9.4 million[94]. - The company acquired seven multifamily properties from VAA with a fair value of $219.5 million on November 1, 2022[94]. - The company received an initial distribution of $182.8 million from VAA following the sale of 45 properties for $1.8 billion, resulting in a gain of $738.4 million to the joint venture[98]. Development Projects - The company completed the restoration of Landing Bayou for a total cost of $10.4 million, primarily funded by insurance proceeds[96]. - The company entered into a $33.0 million construction loan for the development of a 240-unit multifamily property in Lake Wales, expected to be completed in 2025[95]. - The company incurred a total of $10.8 million in development costs for the Lake Wales project as of June 30, 2023[95]. - The company spent $2.6 million on ongoing development of Windmill Farms, including $0.5 million on land lots for sale[97]. Financial Performance - Multifamily segment revenue increased to $7,658 million in Q2 2023 from $2,945 million in Q2 2022, a variance of $4,713 million[111]. - Commercial segment revenue decreased to $3,731 million in Q2 2023 from $4,314 million in Q2 2022, a decline of $583 million[111]. - Net income for Q2 2023 was $876 million, down from $16,621 million in Q2 2022, a decrease of $15,745 million[111]. - Funds From Operations (FFO) for Q2 2023 was $3,730 million, down from $19,711 million in Q2 2022[123]. Cash Flow and Financing - Cash used in operating activities was $8,436 million for the six months ended June 30, 2023, compared to $7,517 million in the same period of 2022, an increase of $919 million[116]. - Cash used in investing activities was $8,774 million for the six months ended June 30, 2023, a decrease of $41,068 million compared to $32,294 million in 2022[116]. - Cash used in financing activities increased to $135,291 million in the first half of 2023 from $39,839 million in 2022, a rise of $95,452 million[118]. - The company anticipates that cash and cash equivalents as of June 30, 2023, will be sufficient to meet all cash requirements[115]. Debt Management - The company paid off $67.5 million of Series C bonds on January 31, 2023[94]. - The company extended the maturity of its loan on Windmill Farms until February 28, 2024, at a revised interest rate of 7.75%[94]. - Interest income increased by $4.1 million, while interest expense decreased by $2.1 million, resulting in a net change of $6.2 million[112]. Joint Ventures - The decrease in income from joint ventures was primarily due to the disposition of properties held by VAA in 2022[112]. - The company used proceeds from the VAA Sale Portfolio to invest in short-term investments, pay down debt, and for general corporate purposes[100].

Property Transactions - The company sold Toulon, a 240-unit multifamily property, for $26.8 million, resulting in a gain of $9.4 million[98]. - The company acquired seven multifamily properties from VAA with a fair value of $219.5 million on November 1, 2022[98]. - The company received a distribution of $182.8 million from VAA following the sale of 45 properties for $1.8 billion, resulting in a gain of $738.4 million to the joint venture[102]. - The company sold a total of 26.9 acres of land for $5.1 million, resulting in gains of $4.2 million during the year ended December 31, 2022[98]. Development Projects - The company entered into a development agreement for a 240-unit multifamily property in Lake Wales, Florida, with a total cost of approximately $55.3 million, funded in part by a $33.0 million construction loan[99]. - The company incurred $10.4 million in restoration costs for Landing Bayou, funded substantially by insurance proceeds, with completion expected by the end of 2023[100]. - The company incurred a total of $10.1 million in development costs for the Lake Wales project as of March 31, 2023[99]. Financial Performance - Multifamily segment revenue increased to $7,373 million in Q1 2023 from $3,229 million in Q1 2022, a variance of $4,144 million[115]. - Commercial segment revenue decreased to $3,636 million in Q1 2023 from $4,252 million in Q1 2022, a variance of $(616) million[115]. - Net income for Q1 2023 was $3,715 million, down from $14,620 million in Q1 2022, a decrease of $10,905 million[115]. - Interest income increased by $4,000 million due to higher interest rates and increased short-term investments[116]. - Funds From Operations (FFO) for Q1 2023 was $6,619 million, compared to $5,113 million in Q1 2022, an increase of $1,506 million[128]. Cash Flow and Financing - Cash provided by operating activities improved to $1,533 million in Q1 2023 from $(4,178) million in Q1 2022, a variance of $5,711 million[120]. - Cash used in investing activities increased to $(24,212) million in Q1 2023 from $5,646 million in Q1 2022, a variance of $(29,858) million[120]. - Cash used in financing activities rose to $(89,127) million in Q1 2023 from $(38,769) million in Q1 2022, an increase of $(50,358) million[120]. - The company anticipates sufficient cash and cash equivalents to meet all cash requirements as of March 31, 2023[119]. Debt Management - The company paid off $67.4 million of Series C bonds on January 31, 2023[98]. - The company extended the maturity of its loan on Windmill Farms until February 28, 2024, at a revised interest rate of 7.75%[98]. Joint Ventures - The decrease in income from joint ventures was primarily due to the sale of the VAA Sale Portfolio in 2022[116].

Debt and Financial Risks - Total indebtedness as of December 31, 2022, was approximately $313.7 million, with substantial real estate assets pledged to secure this debt[58]. - The company anticipates that a significant portion of its debt will need to be refinanced as it matures, posing risks if refinancing terms are unfavorable[61]. - Changes in interest rates could increase costs on variable rate debt, adversely impacting cash flow and refinancing capabilities[64]. - Adverse economic and geopolitical conditions, including dislocations in credit markets, may materially affect the company's operations and financial condition[70]. - The company faces risks associated with tenant bankruptcies or insolvencies, which could lead to material losses and affect cash flow[47]. - The company experienced significant risks related to tenant defaults and economic downturns, which could impact rental income and property values[72]. - The company plans to sell income-producing assets and refinance real estate to meet liquidity requirements[148]. - Future principal payments due on mortgages and other notes payable total $186,589, with $10,912 due in 2023 and $18,899 in 2024[238]. - The company was in compliance with all loan covenants except for the minimum debt service coverage ratio for the loan on 770 South Post Oak[235]. Operational Performance - Market fluctuations and construction delays may negatively impact the ability of vendors to provide services, affecting operational efficiency[44]. - Increased operating costs, such as insurance and maintenance, could adversely affect financial results and property values[52]. - The company is subject to various risks related to real estate investments, including construction cost overruns and delays in obtaining necessary permits[69]. - The company holds a diverse portfolio of 2,328 residential units with an overall occupancy rate of 94.4%[78]. - The commercial properties portfolio consists of 1,056,793 square feet, with an average occupancy rate of 61.6%[80]. - The company generated revenues through leasing apartment units and commercial spaces, as well as from the sales of income-producing properties and land[164]. Financial Results - In 2022, the company reported a net income of $469.0 million, an increase of $458.9 million compared to 2021[116]. - The company reported a net income attributable to the Company of $468,262 thousand for 2022, a significant increase from $9,398 thousand in 2021[129]. - The company recorded a loss of $29.6 million on the remeasurements of certain assets in 2021[98]. - The profit increase in multifamily properties was $2.0 million, driven by $2.5 million from Acquisition Properties and $0.4 million from Same Properties, partially offset by decreases from Disposition Properties and Redevelopment Property[120]. - The profit decrease in commercial properties was $3.2 million, primarily due to a $2.6 million decrease from Disposition Properties[120]. - Total profit from all segments was $15,741 million in 2022, down from $16,948 million in 2021, a decrease of 7.1%[196]. - Net income for 2022 was $469,004 million, significantly up from $10,077 million in 2021, marking an increase of 4,653.5%[196]. - Total rental revenue decreased to $34,080 million in 2022 from $37,808 million in 2021, a decline of 10.3%[200]. Asset Management and Investments - The company plans to continue developing new projects as opportunities arise, indicating a commitment to growth despite market challenges[68]. - The company’s investment strategy includes acquiring existing income-producing properties and developing new properties on owned land[92]. - The company acquired seven multifamily properties from VAA with a fair value of $219.5 million on November 1, 2022[95]. - The company completed the sale of the VAA Sale Portfolio for $1,810,700, resulting in a gain on sale of $738,444 to the joint venture[220]. - The company plans to use proceeds from the VAA Sale Portfolio to invest in additional income-producing real estate and pay down debt[222]. - The fair value of the acquired net assets from the VAA Holdback Portfolio was determined to be $152,199[229]. Cash Flow and Liquidity - As of December 31, 2022, the company anticipates that its cash, cash equivalents, and short-term investments will be sufficient to meet all cash requirements for 2023[120]. - Cash provided by investing activities increased to $307,357 thousand in 2022, up by $207,032 thousand from 2021, mainly due to a $376.9 million increase in distributions from joint ventures[122]. - Cash, cash equivalents, and restricted cash at the end of 2022 totaled $222,307 thousand, up from $72,721 thousand in 2021, reflecting a substantial increase of 205.5%[160]. - Cash paid for interest decreased to $17,802,000 in 2022 from $24,471,000 in 2021, reflecting a reduction of approximately 27%[193]. - The company had notes receivable amounting to $129.3 million as of December 31, 2022, with assessments made regarding the collectability of these amounts[142]. Market Conditions and Economic Outlook - Economic conditions in the southwestern, southeastern, and mid-western United States are critical to the company's overall performance[56]. - The forecast for the national economy assumes GDP growth, but potential recessions could lead to reduced rental rates and increased vacancy[75]. - Future rental payments from non-cancelable leases are projected to total $67,284 million, with $11,620 million expected in 2023[200]. Shareholder Returns and Stock Performance - In 2022, the company did not declare any dividends on common stock, consistent with its policy[88]. - The stock repurchase program allows for the repurchase of up to 1,637,000 shares, with 650,250 shares remaining as of December 31, 2022[89]. - Earnings per share rose dramatically to $54.20 in 2022 from $1.09 in 2021, an increase of 4,871.6%[155].

Table of Contents 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 September 30, 2022 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) ...

Table of Contents 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, 2022 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) (Sta ...

Table of Contents 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 March 31, 2022 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) (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-09240 Transcontinental Realty Investors, Inc. (Exact name of registrant as specified in its charter) | Nevada | | | | 94-6565852 | | --- | --- | --- | --- | --- | | (State or oth ...