UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009March 31, 2010

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 001-14784

 

 

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Nevada

 75-2615944

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1800 Valley View Lane, Suite 300, 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.        xYes        ¨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

* The registrant has not yet been phased into the interactive data requirements

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 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

x (Do not check if  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    xNo

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock,common stock, as of the latest practicable date.

 

Common Stock, $.01 par value

 4,168,214

(Class)

 (Outstanding at November 6, 2009)May 14, 2010)

 

 


INCOME OPPORTUNITY REALTY INVESTORS, INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

  

Item 1.

 Financial Statements  
 Balance Sheets at September 30, 2009March 31, 2010 (unaudited) and December 31, 20082009  3
 Statements of Operations for the three and nine months ended September 30,March 31, 2010 and 2009 and 2008 (unaudited)  4
 Statement of Shareholders’ Equity for the ninethree months ended September 30, 2009March 31, 2010 (unaudited)  5
 Statements of Cash Flows for the ninethree months ended September 30,March 31, 2010 and 2009 and 2008 (unaudited)  6
 Notes to Financial Statements  7

Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations  1413

Item 3.

 Quantitative and Qualitative Disclosures About Market Risk  19

Item 4T.

 Controls and Procedures  19

PART II. OTHER INFORMATION

  

Item 2.

 Unregistered Sales of Equity Securities and Use of Proceeds  20

Item 6.

 Exhibits  21

SIGNATURES

  22

PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

INCOME OPPORTUNITY REALTY INVESTORS, INC.

BALANCE SHEETS

(unaudited)

 

  March 31,
2010
  December 31,
2009
 September 30,
2009
 December 31,
2008
   

(dollars in thousands, except

share and par value amounts)

 (dollars in thousands, except share and
par value amounts)
 
Assets  Assets

Real estate, at cost

   $29,504     $31,765  

Less accumulated depreciation

  -    (250

Real estate land holdings, at cost

      $29,503        $29,503  
            

Total real estate

  29,504    31,515     29,503     29,503  

Real estate held for sale at cost, net of depreciation ($2,209 and $2,063 for 2009 and 2008)

  5,375    5,427  

Notes and interest receivable from related parties

  38,971    41,432     38,742     38,818  

Less allowance for doubtful accounts

  (1,826  (1,826   (1,826)    (1,826) 
            

Total notes and interest receivable

  37,145    39,606     36,916     36,992  

Cash and cash equivalents

  108    52     1     2  

Investments in unconsolidated subsidiaries and investees

  74    74     95     92  

Receivable and accrued interest from related parties

  42,082    38,203     46,653     46,676  

Other assets

  3,363    676     2,464     2,400  
            

Total assets

   $117,651     $115,553    $115,632    $115,665  
            
Liabilities and Shareholders’ Equity  Liabilities and Shareholders’ Equity

Liabilities:

      

Notes and interest payable

   $37,440     $37,618        $36,920        $37,080  

Liabilities related to assets held for sale

  4,646    4,701  

Accounts payable and other liabilities (including $7 in 2009 and $3 in 2008 from affiliated and related parties)

  5,944    2,460  
      

Deferred revenue (from sales to related parties)

   6,550     6,550  

Accounts payable and other liabilities (including $2 in 2010 and $2 in 2009 from affiliated and related parties)

   305     341  
  48,030    44,779        
   43,775     43,971  

Commitments and contingencies:

      

Shareholders’ equity:

      

Common Stock, $.01 par value, authorized 10,000,000 shares; issued 4,173,675 shares in 2009 and 2008

  42    42  

Common stock, $.01 par value, authorized 10,000,000 shares; issued 4,173,675 shares in 2010 and 2009

   42     42  

Treasury Stock at cost

  (39  (39

Treasury stock at cost

   (39)    (39) 

Paid-in capital

  61,955    61,955     61,955     61,955  

Retained earnings

  7,663    8,816     9,899     9,736  
            

Total shareholders’ equity

  69,621    70,774     71,857     71,694  
            

Total liabilities and equity

   $117,651     $115,553  

Total liabilities and shareholders’ equity

      $115,632        $115,665  
            

The accompanying notes are an integral part of these financial statements.

INCOME OPPORTUNITY REALTY INVESTORS, INC

STATEMENTS OF OPERATIONS

(unaudited)

 

  For the Three Months Ended,
  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
   2010  2009
  2009 2008 2009 2008   

(dollars in thousands, except

share and per share amounts)

  (dollars in thousands, except share and per share amounts) 

Revenues:

         

Rental and other property revenues (including $68 and $79 for the three months ended, $200 and $211 for the nine months ended 2009 and 2008 respectively from affiliates and related parties)

    $68     $115     $208     $247  

Rental and other property revenues (including $61 and $69 for the three months ended 2010 and 2009 respectively from affiliates and related parties)

      $61     $69   

Expenses:

         

Property operating expenses (including $0 and $0 for the three months ended, $0 and $6 for the nine months ended 2009 and 2008 respectively from affiliates and related parties)

   65    22    148    328  

Property operating expenses

   52      42   

Depreciation and amortization

   -    12    40    36     -      13   

General and administrative (including $8 and $0 for the three months ended, $8 and $0 for the nine months ended 2009 and 2008 respectively from affiliates and related parties)

   31    4    189    275  

General and administrative (including $9 and $7 for the three months ended 2010 and 2009 respectively from affiliates and related parties)

   56      (38)  

Advisory fee to affiliates

   213    218    660    667     218      225   
                   

Total operating expenses

   309    256    1,037    1,306     326      242   
                   

Operating loss

   (241  (141  (829  (1,059   (265)     (173)  

Other income (expense):

         

Interest income (including $364 and $455 for the three months ended $1,115 and $1,612 for the nine months ended 2009 and 2008 respectively from affiliates and related parties)

   364    485    1,115    2,019  

Interest income (including $709 and $434 for the three months ended 2010 and 2009 respectively from affiliates and related parties)

   709      434   

Mortgage and loan interest

   (507  (575  (1,608  (2,395   (332)     (636)  

Gain on involuntary conversion

   -    7,434    -    7,434  

Earnings from unconsolidated subsidiaries and investees

   -    (2  -    (434   3      -   

Net income fee to affiliates

   -    (1,055  -    (873
             
      

Total other income (expenses)

   (143  6,287    (493  5,751     380      (202)  
                   

Income (loss) before gain on land sales, non-controlling interest, and taxes

   (384  6,146    (1,322  4,692     115      (375)  
                   

Income (loss) from continuing operations before tax

   (384  6,146    (1,322  4,692     115      (375)  

Income tax benefit (expense)

   (5  86    66    7,538  
             

Income tax benefit

   48      2   
      

Net income (loss) from continuing operations

   (389  6,232    (1,256  12,230     163      (373)  
                   

Discontinued operations:

    

Income from discontinued operations

   -      7   

Income tax expense from discontinued operations

   -      (2)  
      

Discontinued operations:

     

Income (loss) from discontinued operations

   (15  248    159    (8,251

Gain on sale of real estate from discontinued operations

   -    -    -    29,789  

Income tax benefit (expense) from discontinued operations

   5    (87  (56  (7,538
             

Net income from discontinued operations

   -      5   
      

Net income (loss)

   (399  6,393    (1,153  26,230     163      (368)  

Preferred dividend requirement

   -    -    -    -  
             

Net income (loss) applicable to common shares

    $(399   $6,393     $(1,153   $26,230  
             
      

Earnings per share - basic

         

Income (loss) from continuing operations

    $(0.09   $1.50     $(0.29   $2.94    $0.04     $(0.09)  

Discontinued operations

   -    0.04    0.02    3.36     -      -   
                   

Net income (loss) applicable to common shares

    $(0.09   $1.54     $(0.27   $6.30    $0.04     $(0.09)  
                   

Earnings per share - diluted

         

Income (loss) from continuing operations

    $(0.09   $1.50     $(0.29   $2.94    $0.04     $(0.09)  

Discontinued operations

   -    0.04    0.02    3.36     -      -   
                   

Net income (loss) applicable to common shares

    $(0.09   $1.54     $(0.27   $6.30    $0.04    $(0.09)  
                   

Weighted average common share used in computing earnings per share

   4,168,214    4,162,574    4,168,214    4,162,640     4,168,214      4,168,214  

Weighted average common share used in computing diluted earnings per share

   4,168,214    4,162,574    4,168,214    4,162,640     4,168,214      4,168,214  

The accompanying notes are an integral part of these financial statements.

INCOME OPPORTUNITY REALTY INVESTORS, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

For the NineThree Months Ended September 30, 2009March 31, 2010

(unaudited)

(dollars in thousands)

 

              Common Stock          Treasury  Paid-in  Retained
  Total  Shares  Amount  Stock  Capital  Earnings

Balance, December 31, 2008

    $            70,774   4,173,675  $            42  $            (39 $            61,955  $8,816

Net loss

   (1,153 -       -       -        -                   (1,153)
    

Balance, September 30, 2009

    $69,621   4,173,675  $42  $(39 $61,955  $7,663
    
      Common Stock  

Treasury

Stock

  

Paid-in

Capital

  

Retained

Earnings

   Total  Shares  Amount     
     

Balance, December 31, 2009

  $    71,694  4,173,675  $42  $(39 $61,955  $9,736

Net income

   

 

163

 

  -  

 

   

 

-  

 

   

 

-  

 

  

 

  

 

-  

 

   

 

163

 

    

Balance, March 31, 2010

  $    71,857  4,173,675  $42  $(39 $61,955  $9,899
    

The accompanying notes are an integral part of these financial statements.

INCOME OPPORTUNITY REALTY INVESTORS, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

 

  For the Nine Months Ended
September 30,
   For the Three Months Ended March 31,
  2009 2008       2010          2009    
  (dollars in thousands)   (dollars in thousands)

Cash Flow From Operating Activities:

       

Net income (loss) applicable to common shares

    $(1,153   $26,230    $163     $(368)  

Adjustments to reconcile net loss applicable to common shares to net cash used in operating activities:

       

Depreciation and amortization

   186    231     -       60   

Impairment of assets

   -      434  

Loss on non-controlling interest

   -      (677

Gain on sale of income producing properties

   -      (29,789

Earnings from unconsolidated subsidiaries and investees

   (3)     -    

(Increase) decrease in assets:

       

Accrued interest receivable

   2,964    (1,087   (251)     2,636   

Other assets

   (2,651  5,492     (67)     (2,470)  

Increase (decrease) in liabilities:

       

Accrued interest payable

   153    1,018     -       194   

Other liabilities

   3,483    2,526     (39)     (1,714)  
             

Net cash provided by operating activities

   2,982    4,378  

Net cash used in operating activities

   (197)     (1,662)  

Cash Flow From Investing Activities:

       

Proceeds from sales of income producing properties

   -      46,399  

Change in notes receivable

   (503  -    

Real estate improvements

   (94  -    

Proceeds from sales of land

   1,972    -       -       (770)  

Intercompany change

   (3,915  (24,463

Proceeds from notes receivable

   76      -    

Cash invested with Advisor

   274      2,644   
             

Net cash provided by (used in) investing activities

   (2,540  21,936  

Net cash provided by investing activities

   350      1,874   

Cash Flow From Financing Activities:

       

Payments on maturing notes payable

   (386  (26,541

Stock buyback

   -    (2

Payments on notes payable

   (159)     (262)  

Deferred financing costs

   5      -    
             

Net cash used in financing activities

   (386  (26,543   (154)     (262)  
             

Net increase (decrease) in cash and cash equivalents

   56    (229

Net decrease in cash and cash equivalents

   (1)     (50)  

Cash and cash equivalents, beginning of period

   52    267     2      52   
            

Cash and cash equivalents, end of period

    $        108     $            38    $1     $2   
             

Supplemental disclosures of cash flow information:

       

Cash paid for interest

    $1,691     $4,631    $332     $533   

Cash paid for income taxes

    $84     $16  

The accompanying notes are an integral part of these financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

As used herein, the terms “IOT,” “the Company,” “we,” “our,” “us” refer to Income Opportunity Realty Investors, Inc. (“IOT”, “We”, “Us”, “Our” or “the Company”) a Nevada corporation, individually or together with its subsidiaries. Income Opportunity Realty Investors, Inc. is the successor to a California business trust organized on December 14, 1984. The Company invests in equity interests in real estate through acquisitions, leases and partnerships and in mortgage loans.1984, which commenced operations on April 10, 1985. The Company is headquartered in Dallas, Texas and its Common Stockcommon stock trades on the American Stock Exchange under the symbol “IOT.”

Syntek West, Inc. (“SWI”), an affiliated entity, owned approximately 60.4% of the Company’s outstanding stock until July 16, 2009.“IOT”.

On July 17, 2009, Transcontinental Realty Investors, Inc. (“TCI”), acquired from Syntek West, Inc., (“SWI”), 2,518,934 shares of common stock, par value $0.01 per share of Income Opportunity Realty Investors, Inc. (“IOT”)IOT at an aggregate price of $17,884,431 (approximately $7.10 per share), the full amount of which was paid by TCI through an assumption of an aggregate amount of indebtedness of $17,884,431 on the outstanding balance owed by SWI to IOT. The 2,518,934 shares of IOT common stock acquired by TCI constituted approximately 60.4% of the issued and outstanding common stock of IOT. TCI has owned, for several years, an aggregate of 1,037,184 shares of common stock of IOT (approximately 25% of the issued and outstanding stock). After giving effect to the transaction on July 17, 2009, TCI owns an aggregate of 3,556,118 shares of IOT common stock which constitutes approximately 85.3% of the shares of common stock of IOT outstanding (which is a total of 4,168,214 shares). Shares of IOT are traded on the American Stock Exchange.

SWI served as the Company’s external advisor until July 1, 2009. Effective July 1, 2009, the Advisory Agreement and the Cash Management Agreement with Syntek waswere terminated. IOT has engaged Prime Income Asset Management, LLC (“Prime”) as our ExternalContractual Advisor and Cash Manager under the substantially same terms as under the SWI Agreement. Prime also serves as an Advisor and Cash Manager to TCI and American Realty Investors, Inc. (“ARL”). We are an externally advised and managed real estate company. We have no employees.

Properties

At September 30, 2009,Our primary business is investing in real estate. We divested ourselves of our commercial segment with the Company owned or had owned interests in ansale of the 2010 Valley View office building aand the Parkway Centre retail shopping center 18.59in October 2009, resulting in land held for development or sale remaining as our sole operating segment. As of March 31, 2010, our land consisted of 203.31 acres of land held for future development which includesor sale. There is a warehouse currently beinglocated on one of the land parcels that is used for storage and 184.72 acresstorage. All of undeveloped land.our land holdings are located in Texas.

Basis of presentation

The accompanying interim financial statements are unaudited; however, theunaudited 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 for interim financial information andor GAAP, have been condensed or omitted in conjunctionaccordance with thesuch rules and regulations, of the Securities and Exchange Commission. Accordingly, they do not include all ofalthough management believes the disclosures required by accounting principles generally accepted inare adequate to prevent the United States of America for complete financial statements.information presented from being misleading. In the opinion of management, all adjustments (consisting solely of normal recurring matters) considered necessary for a fair statement of the financial statements for these interim periodspresentation have been included. The results of operations for the interim periodsthree months ended March 31, 2010, are not necessarily indicative of the results tothat may be obtainedexpected for other interim periods or for the full fiscal year.

The yearend consolidated balance sheet datayear-end Balance Sheet at December 31, 2009, was derived from the audited financial statements at that date, but does not include all disclosureof the information and disclosures required by accounting principles generally accepted inGAAP for complete financial statements. For further information, refer to the United States of America. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto containedincluded in the Company’s Annual Report in the Company’son Form 10-K for its fiscalthe year ended December 31, 2008.

Dollar amounts in tables are in thousands, except per share amounts.

2009. Certain prior period2009 financial statement amounts have been reclassified to conform to current periodthe 2010 presentation, and to reflectincluding adjustments for discontinued operations.

Newly issued accounting standardsPrinciples of consolidation

The accompanying financial statements include the accounts of the Company, its subsidiaries, generally all of which are wholly-owned, and all entities in which the Company has 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.

In June 2009,determining whether we are the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2009-01 (“ASU No. 2009-01”) was issued to amend topic Accounting Standard Codification 105 (“ASC 105”) “Generally Accepted Accounting Principles” an amendment based on Statement of Financial Accounting Standard No. 168 “the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. This amendment establishes the “FASB Accounting Standards Codification” (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification is effective for interim and annual periods ending on or after September 15, 2009.

On January 1, 2009, the FASB issued SFAS No. 160 now referred to as ASC 810 “Consolidations”. The statement is to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidationprimary beneficiary of a subsidiary. This standard defines a non-controlling interest, previously called a minority interest, as the portion of equity in a subsidiaryVIE, we consider qualitative and quantitative factors, including, but not

attributable, directlylimited to: the amount and characteristics of our investment; the obligation or indirectly,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. As of March 31, 2010, IOT is not the primary beneficiary of a parent. It requires, among other items, thatVIE.

For entities in which we have less than a non-controllingcontrolling 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 net income. Our investment in Eton Square is accounted for under the consolidated statementequity method.

Real estate, depreciation, and impairment

Real estate assets are stated at the lower of financial position within equity separatedepreciated 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). We continually evaluate the recoverability of the carrying value of our real estate assets using the methodology prescribed in ASC Topic 360, “Property, Plant and Equipment”. Factors considered by management in evaluating impairment of our 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 Topic 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 parent’s equity; consolidatedtheoretical sale of the asset) over its estimated holding period are in excess of the asset’s net incomebook value at the balance sheet date. If any real estate asset held for investment is considered impaired, a loss is provided to be reported at amounts inclusivereduce the carrying value of both the parent’sasset to its estimated fair value.

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 and non-controlling interest’s shares and, separately,after an active program to sell the amountsasset has commenced. Upon the classification of consolidated net income attributablea real estate asset as held for sale, the carrying value of the asset is reduced to the parent and non-controlling interest alllower 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 consolidated statementaccompanying Balance Sheets. Upon a decision to no longer market as an asset for sale, the asset is classified as an operating asset and depreciation expense is reinstated. The operating results of operations;real estate assets held for sale and if a subsidiary is deconsolidated, any retained non-controlling equity investmentsold are reported as discontinued operations in the former subsidiary be measured at fair valueaccompanying statements of operations. Income from discontinued operations includes the revenues and expenses, including depreciation and interest expense, associated with the assets. This classification of operating results as discontinued operations applies retroactively for all periods presented. Additionally, gains and losses on assets designated as held for sale are classified as part of discontinued operations.

Cost capitalization

Costs related to planning, developing, leasing and constructing a gain or loss be recognizedproperty are capitalized and classified as real estate in net incomethe balance sheet. We capitalize interest to qualifying assets under development based on such fair value. The presentationaverage 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 disclosure requirements were applied retrospectively. Other thannext use the change in presentationweighted average interest rate of non-controlling interests, the adoption had no impactnon-project specific debt.

We capitalize interest, real estate taxes and certain operating expenses on the Financial Statements.unoccupied portion of recently completed properties from the date a project receives its certificate of occupancy to the date on which the project achieves 80% economic occupancy.

In April 2009,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 FASB issued FSP FAS No. 157-4 now referred to asrelated lease term.

Fair value measurement

We apply the guidance in ASC Topic 820, “Fair Value Measurements and Disclosures”, which provides additional guidance for applyingto the valuation of real estate assets. These provisions that define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderlya transaction between market participants under current market conditions. It requiresat 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 evaluation of whether there has been a significant decrease in the volume and level of activity for the asset or liability in relationas 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 normal market activity for the asset or liability. If there has been a change, transactions or quoted prices may not be indicative of fair value measurement.

Newly issued accounting pronouncements

We have considered all other newly issued accounting guidance that is applicable to our operations and a significant adjustment may need to be made to those prices to estimate fair value. Additionally, an entity must consider whether the observed transaction was orderly (that is,preparation of our statements, including that which we have not distressed or forced). If the transaction was orderly, the obtained price can be considered a relevant observable input for determining fair value. If the transaction isyet adopted. We do not orderly, other valuation techniques must be used when estimating fair value. It was applied prospectively for interim periods ending after June 15, 2009.

In April 2009, the FASB issued FSP FAS No 107-1 and Accounting Principles Board (APB) No. 28-1 now referred to as ASC 825-10-50 “Disclosure about Fair Value of Financial Instruments”. It required disclosures about fair value of financial instruments in interim financial statements, in addition to the annual financial statements as already required andbelieve that any such guidance will be required for interim periods ending after June 15, 2009. The application of this standard will not have a material impacteffect on our financial statements.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2 “Recognition and Presentationposition or results of Other-Than-Temporary Impairments”. The standard establishes a different other-than-temporary impairment indicator for debt securities than previously prescribed. If it is more likely than not that an impaired security will be sold before the recovery of its cost basis, either due to the investor’s intent to sell or because it will be required to sell the security, the entire impairment is recognized in earnings. Otherwise, only the portion of the impaired debt security related to estimated credit losses is recognized in earnings, while the remainder of the impairment is recorded in other comprehensive income and recognized over the remaining life of the debt security. In addition, the standard expands the presentation and disclosure requirements for other-than-temporary-impairments for both debt and equity securities. It was applied prospectively for interim periods ending after June 15, 2009.operation.

In May 2009, the FASB issued SFAS No. 165 now referred to as ASC 855 “Subsequent Events”, which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. It was applied prospectively for interim periods ending after June 15, 2009.

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140”, to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows and a transferor’s continuing involvement, if any, in transferred financial assets. This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. Additionally, on and after the effective date, the concept of a qualified special-purpose entity is no longer relevant for accounting purposes.

NOTE 2. REAL ESTATE ACTIVITY

The highlight of our significant real estate transactions forThere were no property sales or acquisitions during the ninethree months ended September 30, 2009 are listed below.

In September 2009, we sold 15.06March 31, 2010. Our properties consist of 203.31 acres of Travelers land located in Farmers Branch, Texasheld for a sales price of $6.9 million. We received $6.9 million in cash. In addition, we recorded a deferred gain on sale of $4.9 million on the property sold to a related party. A gain will be recognized when the property is sold to a third party.future development or sale.

NOTE 3. DISCONTINUED OPERATIONS

The Company appliesWe apply the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets. “ SFAS No. 144ASC Topic 360, “Property, Plant and Equipment”, which requires 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.

Income from discontinued operations includes seven propertiesconsists of an office building and a shopping center that were sold in 2008. There was also a commercial building and shopping center2009. As of March 31, 2010 there were no properties held for sale, as of September 30, 2009. The discontinued operations forsold during the three and nine months ended 2008 includes the gain on sale of the properties previously sold.March 31, 2010 or sold subsequent to that date. The following table summarizes income from discontinued operations (dollars in thousands).

:

 For the Three Months Ended September 30, For the Nine Months Ended September 30,   For the Three Months Ended
March 31,
 2009 2008 2009 2008   2010    2009

Revenue

          

Rental

   $244     $221     $878     $1,700      $      -        $320  

Property operations

  130    549    300    1,860     -       167  
            
  114    (328  578    (160        
   -       153  

Expenses

          

Interest

  (77  (65  (262  (2,804   -       (90) 

General and administration

  (2  -        (11  (871   -       (9) 

Depreciation

  (50  (46  (146  (194   -       (47) 
                    
  (129  (111  (419  (3,869   -       (146) 
                    

Income from discontinued operations

   -       7  

Tax expense

   -       (2) 
        
Net income (loss) from discontinued operations before gains on sale of real estate, taxes, and fees  (15  (439  159    (4,029

Gain on sale of discontinued operations

  -        -        -        29,789  

Net income or sales fee to affiliate

  -        687    -        (4,222

Net income from discontinued operations

    $-        $5  
        
            

Income (loss) from discontinued operations before tax

  (15  248    159    21,538  

Tax benefit (expense)

  5    (87  (56  (7,538
            

Income (loss) from discontinued operations

   $(10   $161     $103     $14,000  
            

The Company’sOur application of SFAS No. 144ASC Topic 360 results in the presentation of the net operating results of these qualifying properties sold or held for sale as of September 30, 2009during 2010 as income from discontinued operations. The applicationIt only impacts the presentation of SFAS No. 144these properties within the Statements of Operations and does not have an impact on net income available to common shareholders. SFAS No. 144 only impacts the presentation of these properties within the Consolidated Statements of Operation.

NOTE 4. NOTES AND INTEREST RECEIVABLE AFFILIATED

The notes receivable consists of twelve notes aggregating $39.0$38.7 million, including accrued interest. The notes accrue interest ranging from Primeprime + 2% to 12.00% with maturity dates ranging from December 2009September 2010 to September 2014. The notes are primarily excess cash flow notes. The allowance on the notes was a purchase allowance that was netted against the notes when acquired (dollars in thousands).:

 

Borrower

  Maturity  Principal
Balance
  Interest Rate 

Housing for Seniors of Humble, LLC

  12/27/09  $2,000   11.50

Housing for Seniors of Humble, LLC

  12/27/09   6,363   11.50

Unified Housing Foundation, Inc. (Marquis at VR)

  12/10/13   2,805   12.00

Unified Housing Foundation, Inc. (Echo Station)

  12/26/13   1,872   12.00

Unified Housing Foundation, Inc. (Cliffs of El Dorado)

  09/15/10   2,990   10.00

Unified Housing Foundation, Inc. (Timbers of Terrell)

  12/18/13   1,416   12.00

Unified Housing Foundation, Inc. (Tivoli)

  12/31/13   1,826   12.00

Unified Housing Foundation, Inc. (Parkside Crossing)

  12/29/13   2,172   12.00

Unified Housing Foundation, Inc. (Sendero Ridge)

  12/31/13   5,227   12.00

Unified Housing Foundation, Inc. (Limestone Ranch)

  12/29/13   2,320   12.00

Unified Housing Foundation, Inc. (Limestone Canyon)

  12/19/13   3,080   12.00

Centura Land Mortgage (due from Transcontinental Realty Investors, Inc. - a related party)

  09/18/14   6,900   Prime + 2.00

Less: purchase allowance

     (1,826 
        
      $37,145   
        
Borrower  Maturity
Date
  Interest
Rate
  Amount  

Security

Performing loans:

      

Housing for Seniors of Humble, LLC (Lakeshore Villas)

  12/13  11.50  2,000   Unsecured

Housing for Seniors of Humble, LLC (Lakeshore Villas)

  12/13  11.50  6,363   Membership interest in Housing for Seniors of Humble, LLC

United Housing Foundation, Inc. (Marquis at Vista Ridge)

  12/13  12.00  2,734   100% Interest in Housing for Seniors of Lewisville, LLC

United Housing Foundation, Inc. (Echo Station)

  12/13  12.00  1,668   100% Interest in Unified Housing of Temple, LLC

United Housing Foundation, Inc. (Cliffs of El Dorado)

  09/10  10.00  2,990   100% Interest in Unified Housing of McKinney, LLC

United Housing Foundation, Inc. (Timbers of Terrell)

  12/13  12.00  1,323   100% Interest in Unified Housing of Terrell, LLC

United Housing Foundation, Inc. (Tivoli)

  12/13  12.00  1,826   100% Interest in Unified Housing of Tivoli, LLC

United Housing Foundation, Inc. (Parkside Crossing)

  12/13  12.00  1,936   100% Interest in Unified Housing of Parkside Crossing, LLC

United Housing Foundation, Inc. (Sendero Ridge)

  12/13  12.00  5,175   100% Interest in Unified Housing of Sendero Ridge, LLC

United Housing Foundation, Inc. (Limestone Ranch)

  12/13  12.00  2,250   100% Interest in Unified Housing of Vista Ridge, LLC

United Housing Foundation, Inc. (Limestone Canyon)

  12/13  12.00  3,057   100% Interest in Unified Housing of Austin, LLC

Transcontinental Realty Investors, Inc. (Centura Land)

  09/14  prime + 2  6,900   10 acres of Centura Land

Accrued interest

      520   
         

Total Performing

     $38,742   

Allowance for estimated losses

      (1,826 
         

Total

     $36,916   
         

All are related party notes.

      

NOTE 5. NOTES AND INTEREST PAYABLE

The following table lists the mortgage notes payable as of September 30, 2009March 31, 2010 (dollars in thousands):

Project

MaturityPrincipal
Balance

Centura Land

09/18/14$6,900  

Eagle Crest

11/01/112,380  

Mercer Crossing/Travelers Land  *

08/10/1127,640  

Accrued interest

-    
$36,920  

Project

  Maturity  Principal
Balance
    

2010 Valley View

  05/22/12   $2,030  (1) 

Centura Land

  09/18/14    6,900  

Eagle Crest

  11/01/11    2,393  

Parkway Center

  06/01/36    2,616  (1) 

Travelers Land

  08/10/09  (3)   27,994  (2) 

Accrued interest

    153  
       
     $    42,086  
       

(1) Held for sale as of September 30, 2009.

(2)* This mortgage note represents the allocation of a note with an aggregate outstanding balance of $36.5$36.0 million as of September 30, 2009.March 31, 2010. The remaining balance of this note of $8.5$8.4 million is held on the books of TCI,Transcontinental Realty Investors, Inc., an affiliated entity. As a joint grantor of the mortgage loan, we have joint and several liability of the obligations and liabilities of the loan in its entirety, which include but are not limited to payment of all unpaid and accrued interest and principal for the entire outstanding loan balance.

(3) Renegotiating loan

NOTE 6. ADVISORY AGREEMENT

The Company had an Advisory Agreement with Syntek West, Inc. (“SWI”) until July 1, 2009. Effective July 1, 2009, the agreement with Syntek was terminated and an advisory agreement was entered into with Prime on substantially the same terms as the agreement with Syntek. The Advisor is responsible for the Company’s day-to-day operations. The Advisor must formulate and submit to IOT’s Board of Directors for approval an annual budget and business plan containing a twelve-month forecast of operations and cash flow with a general plan for asset sales and purchases, borrowing activity and other investments. The Advisor reports to the Board quarterly on IOT’s performance against the business plan. The Advisory Agreement further placed The Advisor in a fiduciary relationship to IOT’s stockholders and contains a broad standard governing the Advisor’s liability for any losses incurred by IOT.

The Advisor receives, as compensation for its management and advice, monthly advisory fees based on 0.0625% of IOT’s assets annually as well as specific fees for assisting IOT in obtaining financing and completing acquisitions. If IOT’s operating expenses exceed limits specified in the Advisory Agreement, The Advisor is obligated to refund a portion of the advisory fees. The Advisor also receives a net income fee calculated as 7.50% of IOT’s net income.

The Company and SWI entered into a Cash Management Agreement to further define the administration of the Company’s day-to-day investment operations, relationship contacts, flow of funds and deposit and borrowing of funds. Effective July 1, 2009, the Advisory Agreement and the Cash Management Agreement with Syntek was terminated. IOT has engaged Prime as Cash Manager under the substantially same terms as under the SWI Agreement. Under the Cash Management Agreement, all funds of the Company are delivered to the Cash Manager which has a deposit liability to the Company and is responsible for investment of all excess funds, which earn interest at theWall Street Journal Prime rate plus one percent per annum, set quarterly on the first day of each calendar quarter. Borrowings for the benefit of the Company bear the same interest rate. The Cash Management Agreement and the Advisory Agreement are automatically renewed each year unless terminated by either party.

Prime also serves as an advisor and cash manager to TCI and ARL.

Revenues, fees, interest on cash advances and cost reimbursements to SWI and Prime (dollars in thousands):

   For the Nine Months Ended
September 30,
 
   2009  2008 

Advisory fee

    $            660   $            667  

Net sales fee

   -        3,100  

Net income fee

   -        1,995  

Cost Reimbursements

   8    -      

Income on cash advances from IOT

   (853  (1,800
     
    $(185 $3,962  
     

NOTE 7.6. RECEIVABLE FROM AND PAYABLE TO AFFILIATES

From time to time, IOT and its affiliates and related parties have made unsecured advances to each other which include transactions involving the purchase, sale, and financing of property. In addition, we have a cash management agreement with our advisor. The agreement provides for excess cash to be invested in and managed by our cash management advisor Prime, as of July 1, 2009, an affiliated entity. The table below reflects the various transactions between affiliatesIOT, Prime, and TCI (dollars in thousands).:

 

  

SWI

 

TCI

 

IHPI

  

Prime

 

Total

   

TCI

  

Arcadian*

  

Prime

  

Total

Balance, December 31, 2008

  $      35,704   $      2,499   $-  $-   $38,203  

Balance, December 31, 2009

    $      18,267    $      5,877    $      22,532     $      46,676 

Cash receipts

   (796  -    -   (419  (1,215   -   -   (577)   (577)

Cash payments

   131    -    -   1,274    1,405     -   -   1,051    1,051 

Other additions

   1,531    200    -   8,855    10,586     -   -   167    167 

Other repayments

   (4,198  (2,699  -   -    (6,897   -   -   (915)   (915)

Note receivable

   (32,372  17,884    14,488   -    -     187   64   -     251 
    

Balance, March 31, 2010

    $18,454    $5,941    $22,258     $46,653 
         

Balance, September 30, 2009

  $-       $17,884   $      14,488  $      9,710   $      42,082  
     

* Arcadian Energy, Inc. was formerly known as International Health Products, Inc.

NOTE 8.7. OPERATING SEGMENTS

The Company’sOur segments are based on the Company’sour method of internal reporting which classifies itsour operations by property type. The Company’sOur segments are commercial, apartments, land and other. Significant differences between and among the accounting policies of the operating segments as compared to the Consolidated Financial Statements principally involve the calculation and allocation of administrative expenses. Management evaluates the performance of each of the operating segments and allocates resources to them based on their operating income and cash flow. There are no intersegment revenues and expenses and IOT conducted all of its business within the United States.

Presented below is operating segment information for the three and nine months ended September 30,March 31, 2010 and 2009 and 2008 (dollars in thousands):

For the Three Months Ended March 31, 2010        Land              Other              Total      

Operating revenue

    $61      $-        $61  

Operating expenses

   48     4     52  

Depreciation and amortization

   -     -     -  

Mortgage and loan interest

   332     -     332  

Interest income

   -     709     709  

Gain on land sales

   -     -     -  
            

Segment operating income (loss)

    $(319)     $705      $386  
            

Capital expenditures

   -     -     -  

Assets

   29,503     -     29,503  
   Land  Other  Total

For the Three Months Ended March 31, 2009

      

Operating revenue

    $69      $-      $69  

Operating expenses

   37     5     42  

Depreciation and amortization

   13     -     13  

Mortgage and loan interest

   636     -     636  

Interest income

   -     434     434  

Gain on land sales

   -     -     -  
            

Segment operating income (loss)

    $(617)     $429      $(188) 
            

Capital expenditures

   -     -     -  

Assets

   31,503     -     31,503  

  Commercial             
For the Three Months Ended September 30, 2009 Properites  Apartments  Land  Other  Total 

Operating revenue

   $-         $-         $                68     $                -         $                68  

Operating expenses

  -        -        50    15    65  

Depreciation and amortization

  -        -        -        -        -      

Mortgage and loan interest

  -        -        507    -        507  

Interest income

  -        -        -        364    364  

Gain on land sales

  -        -        -        -        -      
                    

Segment operating income (loss)

   $-         $-         $(503   $363     $(140
                    

Capital expenditures

  -        -        -        -        -      

Assets

  -        -        29,504    -        29,504  

Property Sales

     

Sales price

   $-         $-         $6,891     $-         $6,891  

Cost of sale

  -        -        1,972    -        1,972  

Deferred current gain

  -        -        4,919    -        4,919  

Recognized prior deferred gain

  -        -        -        -        -      
                    

Gain on sale

   $-         $-         $-         $-         $-      
                    
  Commercial             
  Properites  Apartments  Land  Other  Total 

For the Three Months Ended September 30, 2008

     

Operating revenue

   $-         $-         $86     $29     $115  

Operating expenses

  -        -        25    (3  22  

Depreciation and amortization

  -        -        12    -        12  

Mortgage and loan interest

  -        -        557    18    575  

Interest income

  -        -        -        485    485  

Gain on land sales

  -        -        -        -        -      
                    

Segment operating income (loss)

   $-         $-         $(508   $499     $(9
                    

Capital expenditures

  -        -        -        -        -      

Assets

  -        -        37,082    -        37,082  

Property Sales

     

Sales price

   $-         $-         $-         $-         $-      

Cost of sale

  -        -        -        -        -      

Deferred current gain

  -        -        -        -        -      

Recognized prior deferred gain

  -        -        -        -        -      
                    

Gain on sale

   $-         $-         $-         $-         $-      
                    
The tables below reconcile the segment information to the corresponding amounts in the Consolidated Statements of Operations:    
  For the Three Months Ended  
  Sep-09  Sep-08  

Segment operating loss

   $(140   $(9 

Other non- segment items of income (expense)

   

General and administrative

  (31  (4 

Gain on involuntary coversion

  -        7,434   

Equity in income of investee

  -        (2 

Advisory fee

  (213  (218 

Net income fee to affiliate

  -        (1,055 

Deferred tax benefit (expense)

  (5  86   
         

Income (loss) from continuing operations

   $(389   $6,232   
         

 

SEGMENT ASSET RECONCILIATION TO TOTAL ASSETS

  

  
  

 

For the Three Months Ended

  
  Sep-09  Sep-08  

Segment assets

   $29,504     $37,082   

Investments in real estate partnerships

  74    98   

Other assets and receivables

  82,698    81,681   

Assets held for sale

  5,375    -       
         

Total assets

   $117,651     $118,861   
         

The table below reconciles the segment information to the corresponding amounts in the Statements of Operations:

   Commercial             
For the Nine Months Ended September 30, 2009  Properites  Apartments  Land  Other  Total 

Operating revenue

    $-         $-         $                208     $                -        $                208  

Operating expenses

   -        -        139    9   148  

Depreciation and amortization

   -        -        40    -       40  

Mortgage and loan interest

   -        -        1,608    -       1,608  

Interest income

   -        -        -        1,115   1,115  

Gain on land sales

   -        -        -        -       -      
                     

Segment operating income (loss)

    $-         $-         $(1,579   $1,106    $(473
                     

Capital expenditures

   -        -        -        -       -      

Assets

   -        -        29,504    -       29,504  

Property Sales

       

Sales price

    $-         $-         $6,891     $-        $6,891  

Cost of sale

   -        -        1,972    -       1,972  

Deferred current gain

   -        -        4,919    -       4,919  

Recognized prior deferred gain

   -        -        -        -       -      
                     

Gain on sale

    $-         $-         $-         $-        $-      
                     
   Commercial             
   Properites  Apartments  Land  Other  Total 

For the Nine Months Ended September 30, 2008

       

Operating revenue

    $-         $-         $218     $29    $247  

Operating expenses

   -        -        328    -       328  

Depreciation and amortization

   -        -        36    -       36  

Mortgage and loan interest

   -        -        2,395    -       2,395  

Interest income

   -        -        -        2,019   2,019  

Gain on land sales

   -        -        -        -       -      
                     

Segment operating income (loss)

    $-         $-         $(2,541   $2,048    $(493
                     

Capital expenditures

   -        -        -        -       -      

Assets

   -        -        37,082    -       37,082  

Property Sales

       

Sales price

    $-         $49,563     $-         $-        $49,563  

Cost of sale

   -        19,774    -        -       19,774  

Deferred current gain

   -        -        -        -       -      

Recognized prior deferred gain

   -        -        -        -       -      
                     

Gain on sale

    $-         $29,789     $-         $-        $29,789  
                     
The tables below reconcile the segment information to the corresponding amounts in the Consolidated Statements of Operations:    
   For the Nine Months Ended  
   Sep-09  Sep-08  

Segment operating loss

    $(473   $(493 

Other non- segment items of income (expense)

    

General and administrative

   (189  (275 

Gain on involuntary coversion

   -        7,434   

Equity in income of investee

   -        (434 

Advisory fee

   (660  (667 

Net income fee to affiliate

   -        (873 

Deferred tax benefit

   66    7,538   
          

Income (loss) from continuing operations

    $(1,256   $12,230   
          

 

SEGMENT ASSET RECONCILIATION TO TOTAL ASSETS

  

  
   

 

For the Nine Months Ended

  
   Sep-09  Sep-08  

Segment assets

    $29,504     $37,082   

Investments in real estate partnerships

   74    98   

Other assets and receivables

   82,698    81,681   

Assets held for sale

   5,375    -       
          

Total assets

    $117,651     $118,861   
          

   March 31,
         2010              2009      

Segment operating income (loss)

    $386      $(188) 
Other non-segment items of income (expense)    

General and administrative

   (56)    38  

Advisory fee

   (218)    (225) 

Equity in earnings of investees

   3     -    

Deferred tax benefit

   48     2  
        
Income (loss) from continuing operations    $163      $(373) 
        

The table below reconciles the segment assets to total assets:

   March 31,
   2010  2009

Segment assets

    $29,503    $31,503

Investments in real estate partnerships

   95   74

Other assets and receivables

   86,034   76,447

Assets held for sale

   -     5,380
        

Total assets

    $115,632    $113,404
        

NOTE 9.8. RELATED PARTY TRANSACTIONS

We have historically engaged in and will continue to engage in certain business transactions with related parties, including but not limited to asset acquisitions 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 the best interests of our company.

NOTE 10.9. COMMITMENTS AND CONTINGENCIES

Litigation. IOT is involved in various 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 the Company’s financial condition, results of operations or liquidity.

NOTE 11. SUBSEQUENT EVENTS

On October 20, 2009, we sold the 2010 Valley View Office building; a 40,666 square foot facility located in Farmers Branch, Texas for a sales price of $3.2 million and recorded a deferred gain of $0.8 million. We also sold the Parkway Centre building; a 28,374 square foot facility located in Dallas, Texas for a sales price of $4.0 million and recorded a deferred gain of $0.6 million due to being sold to a related party.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws, principally, but not only, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”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; and

risks associated with our dependence on key personnel whose continued service is not guaranteed.

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 in Part I, Item 1A Risk Factors1A. “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, 2008, which investors should review.2009.

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 a prediction of actual results. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K as we file them with the Securities and Exchange Commission (“SEC”) and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise.otherwise as we file them with the SEC.

Overview

IOT invests in equityWe are an externally advised and managed real estate investment company that currently owns land held for development or sale. As of March 31, 2010, we owned or had interests in real estate through acquisitions, leases, partnerships and in mortgage loans. IOT203.31 acres of land held for future development or sale.

Our primary source of revenue is from the successor to a California business trust organizedinterest income on December 14, 1984, which commenced operations on April 10, 1985.over $38.7 million of notes receivable due from affiliated and/or related parties.

Critical Accounting Policies

We present our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). In June 2009, the Financial Accounting Standards Board (“FASB”) completed its accounting guidance codification project. The FASB Accounting Standards Codification (“ASC”) became effective for our financial statements issued subsequent to June 30, 2009 and 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 GAAP. As of the effective date, we no longer refer to the authoritative guidance dictating our accounting principles generally accepted in the United States of America,

or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonablemethodologies under the circumstances. These judgments affectprevious accounting standards hierarchy. Instead, we refer to the reported amountsASC Codification as the sole source of assetsauthoritative literature.

The accompanying financial statements include our accounts, our subsidiaries, generally all of which are wholly-owned, and liabilitiesall 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 disclosureguidance of contingent assetsASC Topic 810 “Consolidation”, whereby we have determined that we are a primary beneficiary of the VIE and liabilities atmeet 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 datesInvestor 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 statementsrisks, 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 reported amountsother investors’ ability to control or significantly influence key decisions for the VIE; and the similarity with and significance to the business activities of revenueus and expenses during the reporting periods. If our judgmentother 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 interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time-to-time,entities where we evaluate our estimates and assumptions. In the event estimates or assumptions proveare not deemed to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Real Estate Held for Investment

Real estate held for investment is carried at cost. Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” (“SFAS No. 144”), requires that a property be considered impaired ifprimary beneficiary, the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the property. If impairment exists, an impairment loss is recognized, by a charge against earnings, equal to the amount by which the carrying amount of the property exceeds the fair value less cost to sell the property. If impairment of a property is recognized, the carrying amount of the property is reduced by the amount of the impairment, and a new cost for the property is established. Such new cost is depreciated over the property’s remaining useful life. Depreciation is provided by the straight-line method over estimated useful lives, which ranges from the life of the lease to 40 years.

We review the carrying values of our properties at least annually or whenever events or a change in circumstances indicate that impairment may exist. Impairment is considered to exist if in the case of a property, the future cash flow from the property (undiscounted and without interest) is less than the carrying amount of the property. If impairment is found to exist, a provision for loss is recorded by a charge against earnings. The property review generally includes selective property inspections, discussions with the manager of the property, visits to selected properties in the area and a review of the following: (1) the property’s current rents compared to market rents, (2) the property’s expenses, (3) the property’s maintenance requirements, and (4) the property’s cash flows.

Real Estate Held-for-Sale

Foreclosed real estate is initially recorded at new cost, defined as the lower of original cost or fair value minus estimated costs of sale. SFAS No. 144 also requires that properties held-for-sale be reported at the lower of carrying amount or fair value less costs of sale. If a reduction in a held-for-sale property’s carrying amount to fair value less costs of sale is required, a provision for loss is recognized by a charge against earnings. Subsequent revisions, either upward or downward, to a held-for-sale property’s estimated fair value less costs of sale are recorded as an adjustment to the property’s carrying amount, but not in excess of the property’s carrying amount when originally classified as held-for-sale. In addition, a corresponding charge against or credit to earnings is recognized. Properties held for sale are not depreciated.

Investments in Equity Investees

IOT may be considered to have the ability to exercise significant influence over the operating and investment policies of certain of its investees. Those investeesentities are accounted for using the equity method. Under the equity method an initial investment, recorded at cost, is increased by a proportionateof accounting. Accordingly, our share of the investee’snet earnings or losses of these entities are included in net income. Our investment in Eton Square 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 incomeresults, known and any additional investmentanticipated trends, and decreased by a proportionate sharemarket and economic conditions. The fair value of the investee’stangible 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.

We record acquired “above-market” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases.

Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-

up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating lossesexpenses and distributions received.estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

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.

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.

ASC Topic 360 “Property, Plant and Equipment” requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale”, be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and we will not have significant continuing involvement following the sale. The components of the property’s net income that is reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). We generally consider assets to be “held for sale” when the transaction has been approved by our Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that the property sale within one year is considered probable. Following the classification of a property as “held for sale”, no further depreciation is recorded on the assets.

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 consider a construction project as substantially completed and held available for occupancy upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction.

Recognition of Rental IncomeRevenue

RentalOur revenues are composed largely of interest income for commercial property leases is recognizedon notes receivable and also include rents received on a straight-line basisstorage warehouse. In accordance with ASC 805 “Business Combinations”, we recognize rental revenue of acquired in place and “above-market” and “below-market” leases at their fair values over the terms of the respective lease terms. 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.applicable.

Revenue Recognition on the Sale of Real Estate

Sales and the associated gains or losses of real estate assets are recognized whenin 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 Topic 360-20 related to the extent permittedterms 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 Statement of Financial Accounting Standards No. 66, “Accounting for Sales of Real Estate.” (“SFAS No. 66”), as amended by SFAS No. 144. Untilapplying the requirements of SFAS No. 66 for full profit recognition have been met, transactions are accounted for using thefinance, leasing, deposit, installment or cost recovery or financing method, whichever is appropriate. When IOT provides seller financing, gainmethods, 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 recognized atmaking interest payments in accordance with the timeterms of sale unless the buyer’s initial investment and continuing investment are deemed to be adequate as determined by SFAS No. 66 guidelines.agreement.

Interest Recognition on Notes Receivable

InterestFor notes other than surplus cash notes, we record interest income is accrued when due, except foras earned in accordance with the terms of the related loan agreements. On cash flow notes. With respect tonotes where payments are based upon surplus cash flow notes,from operations, accrued but unpaid interest income is only recognized to the extent that cash is received.

Allowance for Estimated Losses

A valuation allowance is provided forWe 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 lossescash flows are sufficient to repay principal and interest in accordance with the contractual terms of the note. We recognize impairments on notes receivable considered to be impaired. Impairment is considered to exist when it is probable that all amounts due underprincipal and interest will not be received in accordance with the contractual terms of the note will notloan. The amount of the impairment to be collected. Valuation allowances are provided for estimated lossesrecognized generally is based on notes receivable to the extent that the investment in the note exceeds management’s estimate of the fair value of the collateral securingpartnership’s real estate that represents the primary source of loan repayment. See Note 4 “Notes and Interest Receivable Affiliated” 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 note.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.

Results of Operations

The following discussion is based on our “Statement of Operations” for the three months ended March 31, 2010, as included in Part I, Item 1. “Financial Statements” of this report. It is not meant to be an all-inclusive discussion of the changes in our net income applicable to common shares. Instead, we have focused on significant fluctuations within our operations that we feel are relevant to obtain an overall understanding of the change in income applicable to common shareholders.

Our current operations consist of land held for future development or sale. There is a warehouse located on one of the land parcels that is used for storage and generates some revenues through the leasing of that storage space. Our operating expenses relate mainly to the administration and maintenance costs associated with the land held for development or sale and storage space.

We also have other income and expense items. We receive interest income from the funds deposited with our advisor at a rate of prime plus 1%. We have receivables from our affiliates which also provide interest income. Our other significant expense item is from the mortgage expense which includes interest payments on the debt secured by our land portfolio.

Comparison of the three months ended March 31, 2010 to the same period ended 2009

We had a net income applicable to common shares of $163,000 or $0.04 per diluted earnings per share for the period ended March 31, 2010, as compared to a net income applicable to common shares of ($368,000) or ($0.09) per diluted earnings per share for the same period ended 2009.

Revenues

Rental and other property revenues were $61,000 for the three months ended March 31, 2010. This represents a decrease of $8,000, as compared to the prior period revenues of $69,000, due to a decrease in our rental income received from the leasing of our storage warehouse.

Expenses

Property operating expenses were $52,000 for the three months ended March 31, 2010. This represents an increase by $10,000, as compared to the prior period operating expenses of $42,000. There was a decrease in the expenses relating to the storage warehouse

by $17,000 but an increase in the Mercer Crossing land portfolio by $27,000. The land portfolio had an increase in expenses related to professional services and POA fees.

General and administrative expenses were $56,000 for the three months ended March 31, 2010. This represents an increase of $94,000, as compared to the prior period expenses that had a credit balance of ($38,000). This increase was due to the over accrual of 2008 franchise taxes, adjusted in 2009, in the amount of $82,000 and $16,000 in accounting fees accrued for the first three months of 2010, without a similar accrual in the prior period. The remaining decrease was due to decreases in various corporate related expenses. Costs did not increase in the current period, but due to the credits in the prior period, by comparison, there was an increase in expenses.

Other income (expense)

Interest income was $709,000 for the three months ended March 31, 2010. This represents an increase of $275,000 as compared to the prior period interest income of $434,000. The increase is due to the receipt of cash on the receivables from Unified Housing Foundation, Inc. in the current period. The notes are excess cash flow notes and interest on the notes is recorded as cash is received. More cash was received in the current period as compared to the prior period.

Mortgage loan and interest expense was $332,000 for the three months ended March 31, 2010. This represents a decrease of $304,000 as compared to the prior period expense of $636,000. The decrease is due to the modification of the Mercer Crossing/Travelers land loan, lowering the interest rate for the interest expenses incurred in the current period.

Earnings from unconsolidated subsidiaries and investees relate to IOT’s 10.0% investment in Eton Square, LP. This investment is accounted for under the equity method and recognizes its portion of the current period earnings.

Discontinued operations consist of an office building and a shopping center that were sold in 2009. As of March 31, 2010 there were no properties held for sale, sold during the three months ended March 31, 2010 or sold subsequent to that date. The following table summarizes income from discontinued operations (dollars in thousands):

   For the Three Months Ended March 31,
   2010  2009

Revenue

    

Rental

    $              -      $        320  

Property operations

   -     167  
        
   -     153  

Expenses

    

Interest

   -     (90) 

General and administration

   -     (9) 

Depreciation

   -     (47) 
        
   -     (146) 
        

Income from discontinued operations

   -     7  

Tax expense

   -     (2) 
        

Net income from discontinued operations

    $-      $5  
        

Liquidity and Capital Resources

General

Our principal liquidity needs are:

 

meetingmeet debt service requirements including balloon payments;

 

fundingfund normal recurring expenses;

 

fundingfund capital expenditures; and

 

fundingfund new property acquisitions.

Our primary source of cash is from rents, collection on receivables, sale of assets, and the refinancing of existing mortgages, rents, receivables, and sale of assets.mortgages. We will refinance debt obligations as they become due and generate excess cash from operationsinterest payments on notes receivable, storage rents and sale of properties. However, if refinancing and excess cash from operations does not prove to be sufficient to satisfy all our obligations as

they mature, we may sell income-producing real estate, refinance real estate, and incur additional borrowings secured by real estate to meet our cash requirements.

Cash flow summary

The following summary discussion of our cash flows is based on the consolidated statementStatement of cash flowsCash Flows from Part I, Item 1 Financial Statements1. “Financial Statements” and is not meant to be an all inclusive discussion of the changes in our cash flows for the periods presented. The changes in our cash flows are shown below (dollars in thousands):

 

   2009  2008  Variance 

Net cash provided by operating activities

  2,982   4,378   (1,396

Net cash provided by (used in) investing activities

  (2,540 21,936   (24,476

Net cash used in financing activities

  (386 (26,543 26,157  
   March 31,   
       2010          2009          Variance    

Net cash used in operating activities

    $(197)    $(1,662)    $1,465 

Net cash provided by investing activities

    $350     $1,874     $(1,524)

Net cash used in financing activities

    $(154)    $(262)    $108 

The variance in the operating cash is primarily due the additional cash used for both continued and discontinued operations in the prior period. In the prior period, we had total of tentwo income producing properties, and there were non-continuing costs incurred prior to the sale of the properties.

The variance in investing cash is due to fewer proceeds from salesa change in the current period. In addition, we withdrewamount of cash withdrawn that was previously invested with our advisor. In the prior period, we had withdrawn additional amounts of cash from investing activities due to the sale of seven apartment complexes, and current period includes one land sale, offset by investing a portion of the proceedspreviously invested with our advisor.

The variance in financing cash was due to priora decrease in the amount of current period pay down on notes. In the prior period, we paid off the mortgages secured by the apartments with the cash received fromrecurring principal payments relating to the sale of the Midland/Odessa properties. In the current period, the pay down on debt is due to monthly recurring debt payments.two commercial properties in October 2009.

We did not pay quarterly dividends in 20092010 or 2008.

Results of Operations

Our current operations consist of 18.59 acres of land which includes a warehouse currently being used as storage. Our discontinued operations consist of seven apartment complexes sold in 2008, an office building and a shopping center held for sale during or subsequent to the quarter ended September 30, 2009.

The discussion below is not a line by line explanation of the variances within the classifications of our income and expense items. Instead, we have focused on significant fluctuations within our operations that we feel are relevant to obtain an overall understanding of the change in income applicable to common shares. This discussion should be read in conjunction with our Consolidated Statements of Operations as presented in Part I, Item 1 of this 10-Q.

We reported a net loss applicable to common shares of ($1.2) million or ($0.27) per diluted earnings per share for the nine months ended September 30, 2009, as compared to a net income of $26.2 million or $6.30 per diluted earnings per share which includes a $29.8 million gain on sale from discontinued operations before tax expense for the same period ended 2008. Our net loss applicable to common shares for the three months ended September 30, 2009 was ($399,000) or ($.09) per diluted earnings per shares as compared

to a net income of $6.4 million or $1.54 diluted earnings per share for the same period ended 2008.

Results of operations for the three months ended September 30, 2009 as compared to the same period ended 2008

Revenues

Rental and other property revenues decreased $47,000 due to an $18,000 decrease within our storage property and in other miscellaneous income fees in 2008 of $29,000.

Operating Expenses

Property operating expenses increased by $43,000 as compared to the same period ended 2008. The increase is principally due to a third quarter refund of prior year’s real estate taxes in 2008.

General and Administration

General and administration expense increased by $27,000. The increase is due to legal and professional fees during third quarter 2009.

Other Income (Expense)

Interest income decreased by $121,000 as compared to the same period ended 2008. The decrease is due to the receipt of cash on the receivables from Unified Housing Foundation, Inc. The notes are excess cash flow notes. Interest on the notes is recorded as cash is received. Less cash was received in the current period as compared to the prior period.

Mortgage loan and interest expense decreased by $68,000 as compared to prior year. The decrease is due to the continued pay down on the mortgage balance and thus effectively reducing the interest expense.

Net income fee to affiliates for 2008 was due to net income and sale of properties in 2008.

Gain on involuntary conversion in 2008 was due to insurance proceeds received from the claim filed for tornado damage incurred on the Falcon Point apartments.

Discontinued Operations

Discontinued operations relate to seven apartment complexes sold in 2008, an office building and a shopping center held for sale during the three months ended September 30, 2009. The results of discontinued operations are shown below (dollars in thousands).

   For the Three Months Ended September 30, 
   2009  2008 

Revenue

   

Rental

    $        244     $        221  

Property operations

   130    549  
         
   114    (328

Expenses

   

Interest

   (77  (65

General and administration

   (2  -      

Depreciation

   (50  (46
         
   (129  (111
         
Net loss from discontinued operations before gains on sale of real estate, taxes, and fees   (15  (439

Gain on sale of discontinued operations

   -        -      

Net income or sales fee to affiliate

   -        687  
         

Income (loss) from discontinued operations before tax

   (15  248  

Tax benefit (expense)

   5    (87
         

Income (loss) from discontinued operations

    $(10   $161  
         

The Company has 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 the best interest of our Company.

Results of operations for the nine months ended September 30, 2009 as compared to the same period ended 2008

Revenues

Rental and other property revenues decreased by $39,000 due to an increase of $15,000 within our storage property and a decrease of $54,000 in other miscellaneous fee income.

Operating Expenses

Property operating expenses decreased by $180,000 as compared to the same period ended 2008. The decrease is principally due to property tax refunds received in 2009 for taxes paid in 2008 and electricity was $10,000 higher in 2008 than 2009.

General and Administration

General and administration expenses decreased by $86,000. The decrease was due to accounting and professional fees which were less in 2009.

Other Income (Expense)

Interest income decreased by $904,000 as compared to the same period ended 2008. The decrease is due to the receipt of cash on the receivables from Unified Housing Foundation, Inc. The notes are excess cash flow notes. Interest on the notes is recorded as cash is received. Less cash was received in the current period as compared to the prior period.

Mortgage loan and interest expense decreased by $787,000 as compared to the prior year. The decrease is due to the continued pay down on the mortgage balance and thus effectively reducing the interest expense.

Net income fee to affiliates for 2008 was due to net income and sale of properties in 2008. No fee was booked in 2009 due to a net loss as of October 2009.

Gain on involuntary conversion in 2008 was due to insurance proceeds received from the claim filed for tornado damage incurred on the Falcon Point apartments.

Discontinued Operations

Discontinued operations relate to seven apartment complexes sold in 2008 and an office building and a shopping center held for sale during the nine months ended September 30, 2009. The results of discontinued operations are shown below (dollars in thousands).

   For the Nine Months Ended September 30, 
   2009  2008 

Revenue

   

Rental

    $        878     $        1,700  

Property operations

   300    1,860  
         
   578    (160

Expenses

   

Interest

   (262  (2,804

General and administration

   (11  (871

Depreciation

   (146  (194
         
   (419  (3,869
         
Net income (loss) from discontinued operations before gains on sale of real estate, taxes, and fees   159    (4,029

Gain on sale of discontinued operations

   -        29,789  

Net income or sales fee to affiliate

   -        (4,222
         

Income from discontinued operations before tax

   159    21,538  

Tax expense

   (56  (7,538
         

Income from discontinued operations

    $103     $14,000  
         

Taxes

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. IOT has alternative minimum tax credit carry forwards available for 2009 and has a loss for federal income tax purposes for the first nine months of 2009; therefore, it recorded no provision for income taxes.

At September 30, 2009, IOT had a net deferred tax asset of approximately $3.3 million due to tax deductions available to it in future years. However, as management cannot determine that it is more likely than not that IOT will realize the benefit of the deferred tax asset, a 100% valuation allowance has been established.

Inflation

The effects of inflation on IOT’s operations are not quantifiable. Revenues from apartment operations tend to fluctuate proportionately with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales value of properties and the ultimate gain to be realized from property sales. To the extent that inflation affects interest rates, earnings from short-term investments and the cost of new financings, as well as the cost of variable interest rate debt, will be affected.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and regulations, IOTwe 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 IOT’sour business, assets or results of operations.

Inflation

The effects of inflation on our operations are not quantifiable. Revenues from apartment operations tend to fluctuate proportionately with inflationary increases and decreases in housing costs. Fluctuations in the rate of inflation also affect the sales value of properties and the ultimate gain to be realized from property sales. To the extent that inflation affects interest rates, earnings from short-term investments and the cost of new financings, as well as the cost of variable interest rate debt, will be affected.

Tax Matters

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. IOT has alternative minimum tax credit carry forwards available for 2010 and has a loss for federal income tax purposes after consolidation in the ARL group for the first three months of 2010; therefore, it recorded no provision for income taxes.

At March 31, 2010, IOT had a net deferred tax asset of approximately $2.2 million due to tax deductions available to it in future years. However, as management cannot determine that it is more likely than not that IOT will realize the benefit of the deferred tax asset, a 100% valuation allowance has been established.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK

At September 30, 2009,March 31, 2010, IOT’s exposure to a change in interest rates on its debt was as follows (dollars in thousands, except per share):

 

     Weighted Effect of 1%
     Average Increase In  Balance  Weighted
Average
Interest Rate
 Effect of 1%
Increase In
Base Rates
  Balance  Interest Rate Base Rates    

Notes payable:

          

Variable rate

    $        6,900  6.50%   $        69,000  $34,540  4.70 $345
              

Total decrease in IOT’s annual net income

      69,000      345
            

Per share

       $0.02     $0.08
            

 

ITEM 4T.CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management, with the participation of our Principal Executive Officer and ChiefPrincipal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Principal Executive Officer and ChiefPrincipal Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the first quarter of our fiscal year ending 2009,2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

 

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended by this Report, no equity securities of Income Opportunity Realty Investors, Inc.’s stock were purchased. The following table sets forth a summary of the repurchases made during the quarter ended by this Report, and the specified number of shares that may yet be purchased under the program as specified below:

 

  Total Number of
Shares Purchased
 Average Price
Paid per Share
 Total Number of
Shares Purchased
as Part of Publicly
Announced Program
 Maximum Number of
Shares that May
Yet be Purchased
Under the Program(a)

Period

    

Balance as of June 30, 2009

   810,272 89,728

July 31, 2009

 -     - 810,272 89,728

August 31, 2009

 -     - 810,272 89,728

September 30, 2009

 -     - 810,272 89,728
     

Total

 -       
     
   Total Number of
Shares Purchased
  Average Price
Paid per Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced  Program(1)
  

Maximum Number of
Shares that May

Yet be Purchased
Under the  Program(1)

   

Period

        

Balance as of Decemer 31, 2009

      810,272  89,728

January 31, 2010

  -    -    810,272  89,728

February 28, 2010

  -    -    810,272  89,728

March 31, 2010

  -    -    810,272  89,728
         

Total

  -        
         

 

(a)(1) On June 23, 2000, the IOT Board of Directors approved a share repurchase program for up to 900,000 shares of our common stock. This repurchase program has no termination date.

ITEM 6.     EXHIBITS

ITEM 6.EXHIBITS

The following documents are filed herewith as exhibits or incorporated by reference as indicated:

 

Exhibit
Number

  

Description

3.0   Articles of Incorporation of Income Opportunity Realty Investors, Inc., (incorporated by reference to Appendix C to the Registrant’s Registration Statement on Form S-4, dated February 12, 1996).
3.1   Bylaws of Income Opportunity Realty Investors, Inc. (incorporated by reference to Appendix D to the Registrant’s Registration Statement on Forms S-4 dated February 12, 1996).
10.210.0   Advisory Agreement dated as of July 17,1, 2009 between Income Opportunity Realty Investors, Inc. and Syntek West, Inc.Prime Income Asset Management, LLC (incorporated by reference to Exhibit 10.210.0 to the registrant’s current report on Form 10-Q for event occurringof July 1, 2009).
31.1 Certification by President and Chief Operating Officer andthe Principal Executive Officer Pursuantpursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
31.2 Certification by the Chief Financial Officer and Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

*filedFiled herewith

SIGNATURE PAGE

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.

 

  INCOME OPPORTUNITY REALTY INVESTORS, INC.

Date: May 17, 2010

 INCOME OPPORTUNITY REALTY INVESTORS, INC.
Date: November 13, 2009

By:

 

/s/ Daniel J. Moos

  Daniel J. Moos
  President and Chief OperatingExecutive Officer (Principal
(Principal Executive Officer)

Date: November 13, 2009May 17, 2010

 

By:

 

/s/ Gene S. Bertcher

  Gene S. Bertcher
  Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

INCOME OPPORTUNITY REALTY INVESTORS, INC.

EXHIBITS TO

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2010

The following documents are filed herewith as exhibits or incorporated by reference as indicated:

Exhibit
Number

Description

31.1Certification by the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
31.2Certification by the Principal Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
32.1Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith

 

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