-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kr/WZ+Cquu1fj4PQdC5EPATvRPnRcWzrkjNkDeLdpCR1qvGQOztFlazERlLsQ3MR eXigVH9DowzgLUf20tF4RA== 0001047469-03-025027.txt : 20030724 0001047469-03-025027.hdr.sgml : 20030724 20030724150801 ACCESSION NUMBER: 0001047469-03-025027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030709 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SPECTRUM REALTY INC CENTRAL INDEX KEY: 0001121783 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522258674 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16785 FILM NUMBER: 03800854 BUSINESS ADDRESS: STREET 1: 7700 IRVINE CENTER DRIVE STREET 2: SUITE 555 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949.753.7111 MAIL ADDRESS: STREET 1: 7700 IRVINE CENTER DRIVE STREET 2: SUITE 555 CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 a2115234z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)—July 9, 2003

American Spectrum Realty, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
(State or other jurisdiction
of incorporation)
  001-16785
(Commission
File Number)
  522258674
(I.R.S. Employer
Identification No.)

7700 Irvine Center Drive, Suite 555, Irvine, CA 92618
(Address of Principal Executive Offices) (Zip Code)

(949) 753-7111
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)


Item 2. Acquisition or Disposition of Assets.

During the current year through July 18, 2003, American Spectrum Realty, Inc. (the "Company"), as part of its future business plan to exit non-core markets, sold six of its properties for a total sales price of $34,646,000, which represents approximately 13.7% of the Company's consolidated assets reported as of December 31, 2002. The Company received net proceeds of approximately $7.7 million, of which $560,000 is being held in escrow as a source to assist the funding of a future acquisition in a tax-deferred exchange. The sales prices were negotiated amounts between the purchasers, which were unrelated parties, and the Company. The following table provides certain details on each property sold:

Sale
Date

  Property
Name

  Location
  Property
Type

  Purchaser
4/10/2003   Sierra Valencia   Tucson, AZ   Industrial   Tuscon Property Investors, LLC
5/15/2003   Villa Redondo   Long Beach, CA   Apartment   F&F Villa Redondo Associates, LP
7/9/2003   Jackson Industrial A   Indianapolis, IN   Industrial   First Industrial, L.P.
7/9/2003   Business Center   Earth City, MO   Industrial   First Industrial, L.P.
7/9/2003   Northcreek Office Park   Cincinnati, OH   Office   First Industrial Development Services
7/18/2003   Northeast Commerce Center   Loveland, OH   Industrial   First Industrial Acquisitions, Inc.

Item 7. Financial Statements and Exhibits.

(a)
Financial statements of the business acquired. NOT APPLICABLE.

(b)
Pro forma financial statements.

The following unaudited pro forma consolidated financial statements are filed with this report:

Pro Forma Consolidated Balance Sheet as of March 31, 2003
Pro Forma Consolidated Statements of Operations:
Three Months Ended March 31, 2003
Year Ended December 31, 2002       

The pro forma consolidated balance sheet presented as of March 31, 2003 reflects the financial position of the Company after giving effect to the sale of the properties assuming the sales occurred on March 31, 2003, and includes adjustments which give effect to events that are directly attributable to the transaction, are factually supportable and have a continuing impact.

The pro forma statements of operations are presented for the year ended December 31, 2002, and the three months ended March 31, 2003. The pro forma statements of operations present the Company's operations as if the transactions described in Item 2 had occurred on January 1, 2002.



American Spectrum Realty, Inc.
Pro Forma Consolidated Balance Sheet
As of March 31, 2003

(In 000's)

  Historical
  Pro Forma
Adjustments

  Pro Forma
 
ASSETS              
Real estate held for investment   237,740   (22,424 )(a) 215,316  
Accumulation depreciation   16,191   (1,716 )(a) 14,475  
   
 
 
 
Real estate held for investment, net   221,549   (20,708 ) 200,841  
Real estate held for sale   13,926   (13,926 )(b)  
Cash and cash equivalents   755   7,114(c ) 7,869  
Tenant and other receivables, net of allowance for doubtful accounts   806   (13 )(a) 793  
Deferred rents receivable   643   (67 )(a) 576  
Deposits held in escrow   279     279  
Investment in management company   4,000     4,000  
Prepaid and other assets, net   9,621   127(a ) 9,748  
   
 
 
 
Total Assets   251,579   (27,473 ) 224,106  
   
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Liabilities:              
Notes payable, net of premiums   172,327   (13,829 )(a) 158,498  
Liabilities related to real estate held for sale   11,543   (11,543 )(b)  
Notes payable to former limited partners   237     237  
Accounts payable   4,801   (146 )(a) 4,655  
Deferred tax liability   6,082     6,082  
Accrued and other liabilities   18,604   (711 )(a) 17,893  
   
 
 
 
Total Liabilities   213,594   (26,229 ) 187,365  
Minority Interest   8,895   (150 )(d) 8,745  
Commitments and Contingencies:              
Redeemable Common Stock   300     300  
Stockholders' Equity:              
Preferred stock        
Common stock   55     55  
Additional paid in capital   41,939     41,939  
Accumulated deficit   (11,444 ) (1,094 )(d) (12,538 )
Receivable from principal stockholders   (1,188 )   (1,188 )
Deferred compensation   (572 )   (572 )
   
 
 
 
Total stockholders equity   28,790   (1,094 ) 27,696  
Total Liabilities and Stockholders' Equity   251,579   (27,473 ) 224,106  
   
 
 
 
(a)
To eliminate the assets sold and the liabilities assumed or paid at closing for those assets classified as held for investment. Based on amounts included in the consolidated balance sheet on March 31, 2003.

(b)
To eliminate the assets sold and liabilities assumed or paid for those assets classified as held for sale.

(c)
Net proceeds after certain payments at closing. Funds were used to pay payables and certain accruals.

(d)
Assumes sale of properties occurred on March 31, 2003.


American Spectrum Realty, Inc.
Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2003

(In 000's)

  Historical
  Pro Forma
Adj's (a)

  Pro Forma
 
REVENUES:              
Rental revenue   8,848   (907 ) 7,941  
Interest and other income   10     10  
   
 
 
 
Total revenues   8,858   (907 ) 7,951  
EXPENSES:              
Property operating   3,639   (393 ) 3,246  
General and administrative   1,593     1,593  
Depreciation and amortization   3,003   (320 ) 2,683  
Interest expense   3,297   (264 ) 3,033  
   
 
 
 
Total expenses   11,532   (977 ) 10,555  
Net loss before minority interest   (2,674 ) 70   (2,604 )
Minority interest   294   (8 ) 286  
Net loss from continuing operations   (2,380 ) 62   (2,318 )
   
 
 
 
Basic per share data:              
Net loss from continuing operations   (0.43 ) 0.01   (0.42 )
   
 
 
 
Number of shares used   5,545,075   5,545,075   5,545,075  
   
 
 
 
(a)
To eliminate the results of operations for the properties sold for the entire period.


American Spectrum Realty, Inc.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2002

(In 000's)

  Historical
  Pro Forma
Adj's (a)

  Pro Forma
 
REVENUES:              
Rental revenue   38,043   (5,266 ) 32,777  
Interest and other income   209     209  
   
 
 
 
Total revenues   38,252   (5,266 ) 32,986  
EXPENSES:              
Property operating   14,763   (1,729 ) 13,034  
General and administrative   8,586     8,586  
Depreciation and amortization   11,691   (1,614 ) 10,077  
Interest expense   13,779   (1,774 ) 12,005  
Litigation settlement   1,200     1,200  
Impairment of real estate assets   4,746   (1,359 ) 3,387  
   
 
 
 
Total expenses   54,765   (6,476 ) 48,289  
OTHER INCOME (LOSS):              
Net loss on sale of real estate assets   (47 )   (47 )
Net loss on extinguishment of debt   (53 )   (53 )
   
 
 
 
Total other income (loss)   (100 )   (100 )
Net loss before income tax benefit,              
minority interest and discontinued operations   (16,613 ) 1,210   (15,403 )
Income tax benefit   7,083     7,083  
Net loss before minority interest and discontinued operations   (9,530 ) 1,210   (8,320 )
Minority interest   935   (133 ) 802  
   
 
 
 
Net loss from continuing operations   (8,595 ) 1,077   (7,518 )
Loss on sale of properties (b)     (3,028 ) (3,028 )
   
 
 
 
Net loss from continuing operations and loss on sale of properties   (8,595 ) (1,951 ) (10,546 )
   
 
 
 
Basic per share data:              
Net loss from continuing operations   (1.55 ) 0.19   (1.36 )
Loss on sale of properties     (.55 ) (.55 )
   
 
 
 
Net loss from continuing operations and loss on sale of properties   (1.55 ) (.36 ) (1.91 )
   
 
 
 
Number of shares used   5,534,348   5,534,348   5,534,348  
   
 
 
 
(a)
To eliminate the results of operations for the properties sold for the entire period.

(b)
Assumes the sales of the properties occurred on January 1, 2002. Loss significantly higher than expected to be reported due to the higher basis in the properties, ie depreciation taken from January 1, 2002 through the date of the sales reflected in the pro forma loss.


SIGNATURES

        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 hereunto duly authorized.

    AMERICAN SPECTRUM REALTY, INC.

 

 

By:

/s/  
WILLIAM J. CARDEN      
Name: William J. Carden
Title:  Chairman of the Board, President,
           Acting Chief Financial Officer
           and Chief Executive Officer

Date: July 24, 2003




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American Spectrum Realty, Inc. Pro Forma Consolidated Balance Sheet As of March 31, 2003
American Spectrum Realty, Inc. Pro Forma Consolidated Statement of Operations For the Three Months Ended March 31, 2003
American Spectrum Realty, Inc. Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2002
SIGNATURES
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