AMERICAN REALTY INVESTORS INC
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Notes to Consolidated Financial Statements
- Organization
As used herein, the terms “the Company”, “We”, “Our”, or “Us” refer to American Realty Investors, Inc., a Nevada corporation, which was formed in 1999. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ARL”. Over 90% of our stock is owned by related party entities.
Our primary business is the acquisition, development and ownership of income-producing residential and commercial real estate properties. In addition, we opportunistically acquire land for future development in in-fill or high-growth suburban markets. From time to time and when we believe it appropriate to do so, we will also sell land and income-producing properties. We generate revenues by leasing apartment units to residents, and leasing office, industrial and retail space. We also generate income from the sales of income-producing properties and land.
We own approximately 78.4% of the common stock of Transcontinental Realty Investors, Inc. ("TCI") and substantially all of our operations are conducted through TCI, whose common stock is listed on the NYSE under the symbol “TCI”. Accordingly, we include TCI’s financial results in our consolidated financial statements.
At December 31, 2025, our property portfolio consisted of:
Thirteen multifamily properties in operation, comprising 2,128 units;
Three multifamily properties in lease-up, comprising 672 units;
One multifamily property under development, comprising 234 units;
Commercial properties, consisting offour office buildings with an aggregate of approximately 1,001,549 rentable square feet; and
Approximately 1,792 acres of developed and undeveloped land.
Our day to day operations are managed by Pillar Income Asset Management, Inc. (“Pillar”). Their duties include, but are not limited to, locating, evaluating and recommending real estate-related investment opportunities and arranging debt and equity financing with third party lenders and investors. All of our employees are Pillar employees. Three of our commercial properties are managed by Regis Realty Prime, LLC (“Regis”). Regis provides leasing, construction management and brokerage services. All of our multifamily properties andone of our commercial properties are managed by outside management companies. Pillar and Regis are considered to be related parties (See Note 13 – Related Party Transactions).
- Summary of Significant Accounting Policies
Basis of presentation
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America.
We consolidate entities in which we are considered to be the primary beneficiary of a variable interest entity (“VIE”) or have a majority of the voting interest of the entity. We have determined that we are a primary beneficiary of the VIE when we have (i) the power to direct the activities of a VIE that most significantly impacts its economic performance, and (ii) the obligations to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether we are the primary beneficiary, we consider qualitative and quantitative factors, including ownership interest, management representation, ability to control decision and other contractual rights. We account for entities in which we have less than a controlling financial interest or entities where we are not deemed to be the primary beneficiary under the equity method of accounting. Accordingly, we include our share of the net earnings or losses of these entities in our results of operations.
Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no effect on the reported results of operation.
Real estate, depreciation, and impairment
Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired. Major replacements and betterments are capitalized and depreciated over their estimated remaining useful lives. Depreciation is computed on a straight-line basis over the useful lives of the properties (buildings and improvements—10 to 40 years; furniture, fixtures and equipment—5 to 10 years).
We assess whether an indicator of impairment in the value of our real estate exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as estimated holding periods and capitalization rates. If an impairment indicator exists, the determination of recoverability is made based upon the estimated undiscounted future net cash flows, excluding interest expense. The amount of impairment loss, if any, is determined by comparing the fair value, as determined by a discounted cash flows analysis, with the carrying value of the related assets. We generally hold and operate our income producing real estate long-term, which decreases the likelihood of their carrying values not being recoverable. Real estate classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell.
Cost capitalization
The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. We also capitalize development costs including costs directly related to planning, developing, initial leasing and constructing a property as well as interest, property taxes, insurance, and other direct project costs incurred during the period of development. Capitalized costs also include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs.
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.
Deferred leasing costs
We capitalize leasing costs on our commercial properties, which include commissions paid to outside brokers, legal costs incurred to negotiate and document a lease agreement. We allocate these costs to individual tenant leases and amortize them over the related lease term.
Short-Term Investments
We account for our investment in corporate bonds and demand notes (collectively "debt securities") as held-to-maturity securities as we have the intent and the ability to hold these securities until maturity. Accordingly, our debt securities are carried at their amortized cost. The discount on these debt securities is amortized into interest income on a straight-line basis over the term of the underlying notes, which approximate the effective interest method.
Fair value measurement
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date that is other than in a forced or liquidation sale. In determining fair value we apply the following hierarchy:
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.
Related parties
Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.
Recognition of revenue
Rental revenue includes fixed minimum rents, reimbursement of operating costs and other leasing income. Rental revenue for residential property, which is generally leased for twelve months or less, is recorded when due from residents, whereas rental revenue for commercial properties, which is generally leased for more than twelve months, is recognized on a straight-line basis over the terms of the related leases.
Reimbursements of operating costs, as allowed under most of our commercial tenant leases, consist of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, and are recognized as revenue in the period in which the recoverable expenses are incurred. We record these reimbursements on a “gross” basis, since we generally are the primary obligor with respect to purchasing goods and services from third-party suppliers; we have discretion in selecting the supplier and have the credit risk with respect to paying the supplier.
An allowance for credit losses is recorded for all past due rents and operating expense reimbursements considered to be uncollectible.
Cash and Cash Equivalents and Restricted Cash
We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes cash balances held in escrow by financial institutions under the terms of certain secured notes payable and certain unsecured bonds payable.
Concentration of credit risk
We maintain our cash balances at commercial banks and through investment companies, the deposits that are insured by the Federal Deposit Insurance Corporation. At December 31, 2025 and 2024, the Company maintained balances in excess of the insured amount.
Income taxes
We are a “C” corporation” for U.S. federal income tax purposes. However, we are included in the May Realty Holdings, Inc. ("MRHI"). consolidated group for tax purposes. We have a tax sharing agreement that specifies the manner in which the group will share the consolidated tax liability and also how certain tax attributes are to be treated among members of the group.
Comprehensive income (loss)
Net income and comprehensive income are the same for the years ended December 31, 2025, 2024 and 2023.
Use of estimates
In the preparation of consolidated financial statements in conformity with GAAP, it is necessary for management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expense for the year ended. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. Our adoption of ASU 2023-09 on January 1, 2025 did not have a material impact on our disclosures in our financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of these standards on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). The amendments in the update clarify interim reporting disclosure requirements in ASC 270 and introduces a new disclose principal for reporting material events occurring after the most recent annual period. The update is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are current evaluating the the potential impact of adopting ASU 2025-11 on our consolidated financial statements.
- Earnings Per Share
Earnings per share (“EPS”) has been computed by dividing net income available to common shares, adjusted for preferred dividends, by the weighted-average number of common shares outstanding during the period.
The following table provides our basic and diluted EPS calculation:
| For the Year EndedDecember 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net income (loss) | $18,539 | $(13,439) | $5,251 |
| Net income attributable to noncontrolling interest | (2,836) | (1,264) | (1,283) |
| Net income (loss) applicable to the Company | $15,703 | $(14,703) | $3,968 |
| Weighted-average common shares outstanding - basic and diluted | 16,152,043 | 16,152,043 | 16,152,043 |
| EPS attributable to common shares - basic and diluted | $0.97 | $(0.91) | $0.25 |
- Supplemental Cash Flows Information
The following presents the schedule of interest paid and other supplemental cash flow information:
| For the Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Cash paid for interest | $5,562 | $6,353 | $11,014 |
| Cash paid for income taxes | $2,281 | $3,403 | $38,072 |
| Cash, cash equivalents and restricted cash - beginning of year | |||
| Cash and cash equivalents | $19,918 | $36,740 | $113,445 |
| Restricted cash | 20,557 | 42,327 | 108,883 |
| $40,475 | $79,067 | $222,328 | |
| Cash, cash equivalents and restricted cash - end of year | |||
| Cash and cash equivalents | $14,180 | $19,918 | $36,740 |
| Restricted cash | 15,233 | 20,557 | 42,327 |
| $29,413 | $40,475 | $79,067 | |
| Payment on mortgages, other notes and bonds payable | |||
| Mortgages and other notes payable | $35,154 | $12,452 | $6,481 |
| Bonds payable | — | — | 131,176 |
| $35,154 | $12,452 | $137,657 | |
The following is a schedule of noncash investing and financing activities:
| For the Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Accrued development cost | $7,204 | $13,209 | $1,664 |
| Note received in exchange for interest in unconsolidated joint venture | $12,685 | $— | $— |
| Property acquired in exchange for reduction of related party receivable | $— | $— | $8,764 |
- Operating Segments
Segment information is prepared on the same basis that our chief operating decision maker ("CODM") reviews information to assess performance and make resource allocation decisions. Our CODM is our President and Chief Executive Officer. We operate intwo reportable segments: (i) the acquisition, development, ownership and management of multifamily properties ("Residential Segment") and (ii) the acquisition, ownership and management of commercial real estate properties ("Commercial Segment"). The services for our segments include rental of property and other tenant services, including parking and storage space rental. The key operating metric that the CODM utilizes to evaluate the segments is net operating income ("NOI"), which we defined as property revenue less direct property operating expenses. NOI excludes depreciation, interest income and expenses, general and administrative expenses, advisory fees and income taxes.
The following table presents our profit by reportable segment:
| For the Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Residential Segment | |||
| Revenues | $34,128 | $34,103 | $34,962 |
| Segment expenses | |||
| Property tax and insurance | (11,003) | (10,679) | (9,776) |
| Repairs and maintenance | (3,885) | (3,970) | (4,317) |
| Other property expenses | (4,416) | (3,603) | (3,656) |
| NOI from residential segment | 14,824 | 15,851 | 17,213 |
| Commercial Segment | |||
| Revenues | 14,932 | 12,967 | 14,943 |
| Segment expenses | |||
| Property tax and insurance | (2,740) | (3,204) | (4,266) |
| Repairs and maintenance | (1,323) | (1,293) | (1,228) |
| Other property expenses | (4,518) | (4,314) | (4,653) |
| NOI from commercial segment | 6,351 | 4,156 | 4,796 |
| Total NOI from segments | $21,175 | $20,007 | $22,009 |
The following table reconciles NOI from reportable segments to net income (loss):
| For the Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| NOI from reportable segments | $21,175 | $20,007 | $22,009 |
| Other non-segment items of income (expense) | |||
| Depreciation and amortization | (12,577) | (12,276) | (13,646) |
| General and administrative | (6,459) | (6,395) | (10,011) |
| Advisory fee to related party | (9,522) | (8,225) | (10,187) |
| Other income | 954 | 248 | 595 |
| Interest income | 14,637 | 19,973 | 26,847 |
| Interest expense | (6,825) | (7,838) | (9,502) |
| Gain on foreign currency transactions | — | — | 993 |
| Loss on early extinguishment of debt | (284) | — | (1,710) |
| Equity in income from unconsolidated joint ventures | 119 | 1,449 | 3,242 |
| Gain (loss) on real estate transactions | 19,988 | (23,989) | (1,923) |
| Income tax provision | (2,667) | 3,607 | (1,456) |
| Net income (loss) | $18,539 | $(13,439) | $5,251 |
The table below reconciles the segment information to the corresponding amounts in the consolidated balance sheets:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Segment assets | $571,503 | $523,792 |
| Real estate | 57,463 | 59,197 |
| Investments in unconsolidated joint ventures | 1,270 | 10,246 |
| Notes receivable | 142,439 | 138,349 |
| Receivable from related parties | 103,558 | 97,544 |
| Cash, short-term investments and other non-segment assets | 221,092 | 203,674 |
| Total assets | $1,097,325 | $1,032,802 |
- Lease Revenue
We lease our multifamily properties and commercial properties under agreements that are classified as operating leases. Our multifamily leases generally include minimum rents and charges for ancillary services. Our commercial property leases generally included minimum rents and recoveries for property taxes and common area maintenance. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases.
The following table summarizes the components of rental revenue for the years ended December 31, 2025, 2024 and 2023:
| For the Year EndedDecember 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Fixed component | $44,906 | $43,676 | $45,466 |
| Variable component | 1,460 | 1,087 | 1,557 |
| Total rental revenue | $46,366 | $44,763 | $47,023 |
The following table summarizes the future rental payments to us from under non-cancelable leases, which excludes multifamily properties, which typically have lease terms of one-year or less:
| Year | Amount |
|---|---|
| 2026 | $14,208 |
| 2027 | 13,914 |
| 2028 | 13,212 |
| 2029 | 10,768 |
| 2030 | 8,046 |
| Thereafter | 17,256 |
| Total | $77,404 |
- Real Estate Activity
At December 31, 2025 and 2024, our real estate investment is comprised of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Land | $113,357 | $104,076 |
| Building and improvements | 500,292 | 375,430 |
| Tenant improvements | 20,388 | 16,629 |
| Construction in progress | 56,163 | 140,046 |
| Total cost | 690,200 | 636,181 |
| Less accumulated deprecation | (87,769) | (78,793) |
| Total real estate | $602,431 | $557,388 |
We incurred depreciation expense of $11,851, $11,662 and $12,887 for the years ending December 31, 2025, 2024 and 2023, respectively.
Construction Activities
Construction in progress consists of the development of Windmill Farms and the costs associated with our ground-up development projects.
Windmill Farms is a collection of freshwater districts ("Districts") in Kaufman County Texas that is being developed into single family lots ("Lots"), multifamily properties andretail properties. In connection with the project, we develop the infrastructure in Windmill Farms, including roads, water and sewer, to facilitate the sale of Lots to home builders for construction of single family homes. We receive reimbursement of the infrastructure costs ("District Receivables") through the issuance of municipal bonds by the Districts. As of December 31, 2025, we have$55,693 in District Receivables included in other assets(See Note 11 –Other Assets) and$46,895 of Lot development costs included in construction in progress.
We have entered into several development agreements with Pillar (See Note 13 –Related Party Transactions) to develop multifamily properties ("Development Projects"). Each Development Project is funded in part by a construction loan (See Note 12 –Mortgages and Other Notes Payable).
The following is a summary of the total projected and incurred costs of the Development Projects as of December 31, 2025:
| Project · Units · Location · Total Project Cost · Total Project Cost Incurred | ||||||
|---|---|---|---|---|---|---|
| Alera | 240 | Lake Wales, FL | $55,330 | $55,394 | ||
| Bandera Ridge | 216 | Temple, TX | 49,603 | 48,082 | ||
| Merano | 216 | McKinney, TX | 51,910 | 48,971 | ||
| Mountain Creek | 234 | Dallas, TX | 49,971 | 9,268 | ||
| 906 | $206,814 | $161,715 | ||||
During the year ended December 31, 2025, we expended$68,995 in the construction of the Development Projects, which was funded in part by$63,781 in borrowing from our construction loans. As of December 31, 2025, we have substantially completed the construction of Alera, Bandera Ridge and Merano and transferred the costs associated with those projects to land and building improvements.
Disposition of assets
Gain (loss) on real estate transactions consists of the following:
| For the Year EndedDecember 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Land(1) | $4,720 | $1,095 | $188 |
| Residential properties(2) | 12,204 | — | — |
| Other(3) | 3,064 | (25,084) | (2,111) |
| $19,988 | $(23,989) | $(1,923) | |
(1)Includes the sale of lots related to our investment in Windmill Farms and other land holdings.
(2)On October 10, 2025, we sold Villas at Bon Secour, a 200 unit multifamily property in Gulf Shores, Alabama for $28,000, resulting in a gain on sale of $12,204. We used theproceeds to pay off the $18,767 mortgage note payable on the property and for general corporate purposes.
(3)Includes the sale of our joint venture interest in Milano (See Note 10 - Investment in Unconsolidated Joint Ventures)and the write-off of development costs. On October 31, 2024, we paid $23,400 to resolve all claims and disputes with David Clapper and entities related to Mr. Clapper (collectively, “Clapper"). These claims originally involved a transaction in 1998 in which we were to acquire eight multifamily properties from Clapper.
- Short-term Investments
The following is a summary of our short term investments as of December 31, 2025 and 2024:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Corporate bonds, at par value | $58,035 | $80,000 |
| Demand notes | 17,418 | 325 |
| 75,453 | 80,325 | |
| Less discount | (489) | (525) |
| $74,964 | $79,800 | |
The average interest rate on the investments was 4.27% and 5.20% at December 31, 2025 and December 31, 2024, respectively.
- Notes Receivable
The following table summarizes our notes receivables at December 31, 2025 and 2024:
| Carrying Value · InterestRate · MaturityDate | ||||
|---|---|---|---|---|
| Borrower / Project · 2025 · 2024 | ||||
| ABC Land and Development, Inc. | $4,408 | $4,408 | 9.50% | 6/30/2026 |
| ABC Paradise, LLC | 1,210 | 1,210 | 9.50% | 6/30/2026 |
| Autumn Breeze(1) | 1,043 | 1,451 | 5.00% | 7/1/2028 |
| Bellwether Ridge(1) | 3,798 | 3,798 | 5.00% | 11/1/2026 |
| Dominion at Mercer Crossing(2) | 6,167 | 6,167 | 7.75% | 6/7/2028 |
| Echo Station(3)(4) | 9,881 | 10,120 | 4.24% | 12/31/2032 |
| Forest Pines(1) | 6,472 | 6,472 | 5.00% | 5/1/2027 |
| Gruppa Florentina(6) | 8,880 | — | 4.50% | 12/31/2037 |
| Inwood on the Park(3)(4) | 19,985 | 20,208 | 4.24% | 6/30/2028 |
| Kensington Park(3)(4) | 5,196 | 6,994 | 4.24% | 3/31/2027 |
| Lake Shore Villas(3)(4) | 4,852 | 5,855 | 4.24% | 12/31/2032 |
| Prospectus Endeavors | 496 | 496 | 6.00% | 10/23/2029 |
| McKinney Ranch | 3,926 | 3,926 | 6.00% | 9/15/2029 |
| Ocean Estates II(3)(4) | 3,591 | 3,615 | 4.24% | 5/31/2028 |
| One Realco Land Holding, Inc. | 1,728 | 1,728 | 9.50% | 6/30/2026 |
| Parc at Ingleside(1) | 3,759 | 3,759 | 5.00% | 11/1/2026 |
| Parc at Opelika Phase II(1)(5) | 3,190 | 3,190 | 10.00% | 1/13/2023 |
| Parc at Windmill Farms(1)(5) | 7,886 | 7,886 | 5.00% | 11/1/2022 |
| Phillips Foundation for Better Living, Inc.(3) | — | 107 | 4.24% | 3/31/2028 |
| Plaza at Chase Oaks(3)(4) | 11,303 | 11,772 | 4.24% | 3/31/2028 |
| Plum Tree(1) | 1,240 | 1,478 | 5.00% | 8/17/2028 |
| Polk County Land | 3,000 | 3,000 | 9.50% | 6/30/2026 |
| Riverview on the Park Land, LLC | 1,045 | 1,045 | 9.50% | 6/30/2026 |
| Spartan Land | 5,907 | 5,907 | 6.00% | 1/16/2027 |
| Spyglass of Ennis(1) | 4,705 | 4,705 | 5.00% | 11/1/2028 |
| Steeple Crest(1) | 6,230 | 6,358 | 5.00% | 8/1/2026 |
| Timbers at The Park(3)(4) | 11,072 | 11,146 | 4.24% | 12/31/2032 |
| Tuscany Villas(3)(4) | 1,469 | 1,548 | 4.24% | 4/30/2027 |
| $142,439 | $138,349 | |||
(1) The note is convertible, at our option, into a 100% ownership interest in the underlying development property, and is collateralized by the underlying development property.
(2) The note bears interest at prime plus 1%.
(3) The borrower is determined to be a related party due to our significant investment in the performance of the collateral secured by the notes receivable.
(4) Principal and interest payments on the notes from Unified Housing Foundation, Inc. (“UHF”) are funded from surplus cash flow from operations, sale or refinancing of the underlying properties and are cross collateralized to the extent that any surplus cash available from any of the properties underlying the notes.
(5) We are working with the borrower to extend the maturity and/or exercise our conversion option.
(6) On December 5, 2025, we received the note as payment for our interest in Milano (See Note 10 - Investment in Unconsolidated Joint Ventures). The note bears interest at 4.50% until December 31, 2026, then 6.00% until December 31, 2029, and then 7.00% until maturity. The note is collateralized by the equity interest in Milano.
- Investment in Unconsolidated Joint Ventures
On March 23, 2023, we received $17,976 from our joint venture in Victory Abode Apartments, LLC ("VAA"), which represented the remaining distribution of proceeds from the sale of the 45 properties in September 2022 that had been held by VAA. We dissolved VAA in 2024.
We had a 20% ownership interest in Gruppa Florentina, LLC ("Gruppa" or "Milano"), which operates several pizza parlors in Central and Northern California. Milano also has 23 franchised locations.
On December 5, 2025, we sold our interest in Gruppa for$12,685, which resulted in gain on sale of$2,318. The sales price was funded by a note receivable (See Note 9 - Notes Receivable) that is collateralize by the ownership interest in Milano.
Concurrent with the sale of Milano, we invested$1,270 for a 20% ownership interest in Aventi Bene, Inc. ("Aventi"), a newly formed joined venture that invests in various emerging restaurant concepts. We account for our investment in Aventi under the equity method of accounting.
- Other Assets
At December 31, 2025 and 2024, our other assets are comprised of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Acquisition deposits | $15,269 | $15,824 |
| Windmill Farms infrastructure receivables (1) | 55,693 | 54,518 |
| Interest receivable | 18,647 | 16,652 |
| Tenant and other receivables | 5,244 | 3,989 |
| Prepaid expenses and other assets | 8,380 | 12,312 |
| Income tax receivable | 39,040 | — |
| Deferred tax assets | 977 | 5,705 |
| $143,250 | $109,000 | |
(1) Represents roads, sewer, and utility infrastructure costs in connection with our development of Windmill Farms (See Note 7 - Real Estate Activity). These costs are reimbursable through bonds issued by the municipality in accordance with underlying indemnity agreements.
- Mortgages and Other Notes Payable
Below is a summary of our notes and interest payable as of December 31, 2025 and 2024:
| Carrying Value · InterestRate · MaturityDate | ||||
|---|---|---|---|---|
| Property/ Entity · 2025 · 2024 | ||||
| 770 South Post Oak(1) | $— | $10,939 | —% | 6/1/2025 |
| Alera(2) | 29,243 | 8,554 | 6.87% | 3/15/2026 |
| Bandera Ridge(3) | 18,808 | — | 6.66% | 12/15/2028 |
| Blue Lake Villas | 9,146 | 9,327 | 3.15% | 11/1/2055 |
| Blue Lake Villas Phase II | 3,192 | 3,271 | 2.85% | 6/1/2052 |
| Chelsea | 7,686 | 7,878 | 3.36% | 12/1/2050 |
| EQK Portage | 3,350 | 3,350 | 5.00% | 11/13/2029 |
| Forest Grove(4) | 6,442 | 6,421 | 6.02% | 8/1/2031 |
| Landing on Bayou Cane | 13,872 | 14,162 | 3.52% | 9/1/2053 |
| Legacy at Pleasant Grove | 12,034 | 12,381 | 3.55% | 4/1/2048 |
| Merano(5) | 24,284 | — | 7.00% | 11/6/2028 |
| New Concept Energy(7) | 3,542 | 3,542 | 4.24% | 9/30/2027 |
| Northside on Travis | 10,849 | 11,125 | 2.50% | 2/1/2053 |
| Parc at Denham Springs | 15,683 | 16,048 | 3.75% | 4/1/2051 |
| Parc at Denham Springs Phase II | 15,223 | 15,419 | 4.05% | 2/1/2060 |
| RCM HC Enterprises | 5,086 | 5,086 | 5.00% | 12/31/2029 |
| Residences at Holland Lake | 10,006 | 10,219 | 3.60% | 3/1/2053 |
| Villas at Bon Secour(6) | — | 18,798 | —% | 9/1/2031 |
| Villas of Park West Phase I | 8,779 | 8,983 | 3.04% | 3/1/2053 |
| Villas of Park West Phase II | 7,977 | 8,158 | 3.18% | 3/1/2053 |
| Vista Ridge | 9,165 | 9,342 | 4.00% | 8/1/2053 |
| Windmill Farms | — | 2,395 | —% | 2/28/2026 |
| $214,367 | $185,398 | |||
(1) On May 30, 2025, we paid off the loan with cash on hand.
(2) The construction loan allows borrowings up to $33,000 to finance the development of Alera (See Note 7 - Real Estate Activity), bears interest at the Secured Overnight Financing Rate ("SOFR") plus 3% and matures on March 15, 2026, withtwo one-year extension options.
(3) The construction loan allows borrowings up to $23,500 construction loan to finance the development of Bandera Ridge (See Note 7 - Real Estate Activity), bears interest at SOFR plus 3% and matures on December 15, 2028.
(4) The loan that bears interest at SOFR plus 2.15% and matures on August 1, 2031.
(5) The construction loan allows borrowings up to $25,407 to finance the development of Merano (See Note 7 - Real Estate Activity), bears interest at prime plus 0.25% and matures on November 6, 2028.
(6) On October 10, 2025, the loan was paid off in connection with the sale of the underlying property (See Note 7 - Real Estate Activity).
(7) The loan bears interest at SOFR.
We have a construction loan to build Mountain Creek (See Note 7 - Real Estate Activity) that allows for borrowings of up to $27,500, bears interest at SOFR plus 3.45% and matures on March 15, 2029. As of December 31, 2025, we have not borrowed on the loan.
As of December 31, 2025, we were in compliance with all of our loan covenants.
All of the above mortgages and other notes payable are collateralized by the underlying property. In addition, we have guaranteed the loans on Alera, Bandera Ridge, Merano, and Mountain Creek.
Future principal payments due on our notes payable at December 31, 2025 are as follows:
| Year | Amount |
|---|---|
| 2026 | $2,809 |
| 2027 | 32,150 |
| 2028 | 3,008 |
| 2029 | 3,112 |
| 2030 | 3,220 |
| Thereafter | 170,639 |
| Deferred finance cost | (571) |
| $214,367 |
- Related Party Transactions
We engage in certain business transactions with related parties, including but not limited to acquisitions and dispositions of real estate. 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 our best interest.
Pillar and Regis are wholly owned by Realty Advisors, Inc. (“RAI”), a Nevada corporation, which owns appro ximately 90.8% of our common shares. Pillar is compensated for services in accordance with an Advisory Agreement. Regis receives property management fees and leasing commissions in accordance with the terms of its property-level management agreement. In addition, Regis is entitled to receive real estate brokerage commissions in accordance with the terms of a non-exclusive brokerage agreement.
Rental income includes $579, $652 and $882 for the years ended December 31, 2025, 2024 and 2023, respectively, for office space leased to Pillar and Regis.
Property operating expense includes $353, $346 and $366 for the years ended December 31, 2025, 2024 and 2023, respectively, for management fees on commercial properties payable to Regis.
General and administrative expense includes $4,262, $3,871 and $4,006 for the years ended December 31, 2025, 2024 and 2023, respectively, for employee compensation and other reimbursable costs payable to Pillar.
Advisory fees paid to Pillar were $9,522, $8,225 and $10,187 for the years ended December 31, 2025, 2024 and 2023, respectively. Development fees paid to Pillar were $1,888 and $2,236 for the years ended December 31, 2025 and 2024, respectively.
Notes receivable include amounts held by UHF (See Note 9 – Notes Receivable). UHF is deemed to be a related party due to our significant investment in the performance of the collateral secured by the notes receivable. In addition, we have a related party receivable from Pillar ("Pillar Receivable"), which represents amounts advanced to Pillar net of unreimbursed fees, expenses and costs as provided above. The Pillar Receivable bears interest in accordance with a cash management agreement. On January 1, 2024, an amendment to the cash management agreement changed the interest rate on the Pillar Receivable from prime plusone percent to SOFR. Interest income on the UHF notes and the Pillar Receivable was $7,478, $8,985 and $13,259 for the years ended December 31, 2025, 2024 and 2023, respectively. Accrued interest on the UHF notes of $1,475 and $1,855 is included in other assets at December 31, 2025 and 2024, respectively.
- Noncontrolling Interests
The noncontrolling interest represents the third party ownership interest in TCI and Income Opportunity Realty Investors, Inc. ("IOR"). At December 31, 2025, we owned 78.4% of TCI, which in turn owned 84.6% of IOR.
On December 16, 2024, TCI announced an offer ("Tender Offer") to purchase up to 100,000 shares of the outstanding common shares of IOR at a price of $18 per share, subject to certain conditions. The Tender Offer was completed on January 29, 2025, which resulted in TCI's acquisition of 21,678 shares for a total purchase price of $454. TCI subsequently purchased an additional 32,845 common share of IOR in the market during theremainder of the year for an additional cost of $583.
We owned approximately 78.4% of TCI at December 31, 2025 and December 31, 2024, which in turn owned approximately 84.6% and 83.2% of IOR as of December 31, 2025 and December 31, 2024, respectively.
- Stockholders' Equity
Dividends:
Our decision to declare dividends on common stock is determined on an annual basis following the end of each year. In accordance with that policy, no dividends on our common stock were declared for 2025,2024, or 2023. Future dividends to common stockholders will be determined in light of conditions then existing, including ourfinancial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by our board of directors.
Preferred Stock:
We are authorized to issue up to 15,000,000 shares of Series A 10.0% Cumulative Convertible Preferred Stock with a par value of $2.00 per share with a liquidation preference of $10.00 per share plus accrued and unpaid dividends. Dividends are payable quarterly at the annual rate of $1.00 per share, or $.25 per share when declared. The Series A Preferred Stock may be converted into common stock at 90.0% of the average daily closing price of our common stock for the prior 20 trading days.
- Deferred Income
In previous years, we sold properties to related parties where we have had continuing involvement in the form of management or financial assistance associated with the sale of the properties. Because of the continuing involvement associated with the sale, the sales criteria for the full accrual method was not met, and as such we deferred the gain recognition and accounted for the transaction by applying the finance, deposit, installment or cost recovery methods, as appropriate. The gains on these transactions have been deferred until the properties are sold to a non-related third party. As of December 31, 2025, we had deferred gain of $9,791.
- Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The expense (benefit) for income taxes consists of:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Current | $1,907 | $(3,607) | $1,456 |
| Deferred | 760 | — | — |
| $2,667 | $(3,607) | $1,456 | |
The reconciliation between our effective tax rate on income from operations and the statutory rate is as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Income tax expense (benefit) at federal statutory rate | $4,424 | $(3,598) | $1,293 |
| State and local income taxes net of federal tax expense | 1,053 | 147 | 163 |
| Temporary tax differences | |||
| Generation (use) of net operating loss carryforwards | (4,765) | — | — |
| Other basis/timing differences | 496 | — | — |
| Change in valuation allowance | 1,459 | (156) | — |
| Reported tax expense (benefit) | $2,667 | $(3,607) | $1,456 |
| Effective tax rate | 12.7% | 23.6% | 24.9% |
We are subject to taxation in the United States and various states. As of December 31, 2025, our tax years for 2022 through 2025 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2025, we are no longer subject to U.S federal, state and local examinations by tax authorities for the years before 2022.
Components of the net deferred tax asset:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Basis difference in fixed assets | $171 | $2,333 |
| Deferred gain and net operating loss carryforward | 806 | 3,372 |
| $977 | $5,705 | |
- Commitments and Contingencies
We believe that we will generate excess cash from property operations in the next twelve months; such excess, however, might not be sufficient to discharge all of our obligations as they become due. We intend to sell income-producing assets, refinance real estate and obtain additional borrowings primarily secured by real estate to meet our liquidity requirements.
We are defendants in litigation related to a property sale that was completed in 2008, which was tried to a jury in March 2023. On March 18, 2023, the jury in the case returned a “Plaintiff take nothing” verdict in our favor. The trial court granted the Plaintiffs a new trial, and we challenged that order by mandamus. On January 14, 2026, the Dallas Court of Appeals granted our petition and ordered the trial court to (1) vacate its new-trial order and (2) enter judgment in our favor on the jury’s verdict. We have tendered the proposed order and judgment and await their entry by the trial court.
- Quarterly Results of Operations
The following is a tabulation of our quarterly results of operations for the years 2025 and 2024. Quarterly results presented may differ from those previously reported in our Form 10-Q due to the reclassification of the operations.
| 2025 Quarter Ended | ||||
|---|---|---|---|---|
| March 31, | June 30, | September 30, | December 31 | |
| Revenues | $12,008 | $12,160 | $12,835 | $13,011 |
| Net operating loss | (813) | (1,013) | (1,573) | (3,030) |
| Net income attributable to the Company | 2,965 | 2,827 | 129 | 9,782 |
| EPS - basic and diluted | $0.18 | $0.18 | $0.01 | $0.60 |
| 2024 Quarter Ended | ||||
|---|---|---|---|---|
| March 31, | June 30, | September 30, | December 31 | |
| Revenues | $11,899 | $11,773 | $11,607 | $12,039 |
| Net operating loss | (1,517) | (1,277) | (2,063) | (1,784) |
| Net income (loss) attributable to the Company | 1,751 | 1,167 | (17,460) | (161) |
| EPS - basic and diluted | $0.11 | $0.07 | $(1.08) | $(0.01) |
- Subsequent Events
The date to which events occurring after December 31, 2025, the date of the most recent balance sheet, have been evaluated for possible adjustments to the financial statements or disclosure is March 12, 2026, which is the date of which the financial statements were available to be issued. There are no subsequent events that would require an adjustment to the financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.