收入机会房地产投资者有限公司 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 INCOME OPPORTUNITY REALTY INVESTORS, 75-2615944(I.R.S. EmployerIdentification No.) Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company in Rule 12b-2 of the Exchange Act. TABLE OF CONTENTS PART I. FINANCIAL INFORMATIONPAGEItem 1.Financial Statements3Consolidated Balance Sheets at March 31, 2025 and December 31, 20243Consolidated Statements of Operations for the three months ended March 31, 2025 and 20244Consolidated Statements of Equity for the three months ended March 31, 2025 and 20245Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 20246Notes to Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations9Item 3.Quantitative and Qualitative Disclosures About Market Risks11Item 4.Controls and Procedures11PART II. OTHER INFORMATIONItem 1.Legal Proceedings11Item 1A.Risk Factors11Item 2.Unregistered Sales of Equity Securities and Use of Proceeds11Item 3.Defaults Upon Senior Securities11Item 4.Mine Safety Disclosures11Item 5.Other Information11Item 6.Exhibits12Signatures13 INCOME OPPORTUNITY REALTY INVESTORS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share and square foot amounts)(Unaudited) 1.Organization Income Opportunity Investors, Inc. (the “Company”) is an externally managed company that currently holds investments inmortgage notes receivables and, from time to time invests in . As used herein, the terms “IOR”, “the Company”, “We”, “Our”, or “Us” Transcontinental Realty Investors, Inc. (“TCI”), whose common stock is traded on the NYSE under the symbol “TCI”, ownedapproximately84.0% of our stock at March31, 2025 and together with an affiliate owned approximately90.6% of our common stockat March31, 2025. Accordingly our financial results are included in the consolidated financial statements of TCI. American Realty Our business is managed by Pillar Income Asset Management, Inc. (“Pillar”) in accordance with an Advisory Agreement that isreviewed annually by our Board of Directors. Pillar is considered to be a related party (See Note 4 – Related Party Transactions). Pillar’s duties include, but are not limited to, locating, evaluating and recommending real estate and real estate-related investmentopportunities. Pillar also arranges our debt and equity financing with third party lenders and investors. 2.Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statementsprepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed The consolidated balance sheet at December31, 2024 was derived from the audited consolidated financial statements at that date,but does not include all of the information and disclosures required by GAAP for complete financial statements. For further We consolidate entities in which we are considered to be the primary beneficiary of a variable interest entity (“VIE”) or have amajority of the voting interest of the entity. We have determined that we are a primary beneficiary of the VIE when we have (i) thepower to direct the activities of a VIE that most significantly impacts its economic performance, and (ii) the obligations to absorblosses or the right to receive benefits that could potentially be significant to the VIE. In determining whether we are the primary We account for entities in which we have less than a controlling financial interest or entities where we are not deemed to be theprimary beneficiary under the equity method of accounting. Accordingly, we include our share of the net earnings or losses of these INCOME OPPORTUNITY REALTY INVESTORS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except per share and square foot amounts)(Unaudite