-----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, MnqNYSfrTx08B1WvoXctcW5L7jzdj8VK+AWbbtaB4KC1unnNjAcFawwmIKkl+/S3 UKkViPAX+pnsfFfQysjEHQ== 0001104659-03-009554.txt : 20030514 0001104659-03-009554.hdr.sgml : 20030514 20030513195924 ACCESSION NUMBER: 0001104659-03-009554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030514 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: 03696757 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 j0865_8k.htm 8-K

 

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

 

May 13, 2003

Date of Report (Date of Earliest Event Reported)

 

American Spectrum Realty, Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-16785

 

522258674

(State or Other
Jurisdiction of
incorporation)

 

(Commission
File Number)

 

(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 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)                Exhibits.

 

Exhibit

 

Description

99.1

 

Press Release dated May 13, 2003

 

ITEM 9.  Regulation FD Disclosure

 

In accordance with guidance from the Securities and Exchange Commission in Release number 33-8216, the following information, required to be furnished under “Item 12. Results of Operations and Financial Condition,” is furnished under “Item 9. Regulation FD Disclosure.”

 

On May 13, 2003, American Spectrum Realty, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1.  This Form 8-K and the attached exhibit are provided under Item 12 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

 

2



 

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
and Chief Executive Officer

 

 

 

Date:    May 13, 2003

 

 

 

3


EX-99.1 3 j0865_ex99d1.htm EX-99.1

Exhibit 99.1

 

AMERICAN SPECTRUM REALTY, INC.

 

William J. Carden, Chairman, President and CEO

(949) 753-7111 

 

 

Harry A. Mizrahi, Chief Operating Officer

(212) 953-9798

 

Porter, LeVay & Rose, Inc.

Michael Porter, President – Investor Relations

(212) 564-4700

 

AMERICAN SPECTRUM REALTY REPORTS FIRST QUARTER RESULTS

 

ANNOUNCES PLANNED PROPERTY SALES AND

AUTHORITY TO REPURCHASE UP TO 300,000 SHARES OF COMMON STOCK

 

ANNOUNCES PURCHASE OF OFFICE PROPERTY IN HOUSTON, TEXAS

 

 

Irvine, CA, May 13, 2003 – American Spectrum Realty, Inc. (AMEX: AQQ) announced today its results for the first quarter ended March 31, 2003.

 

Rental revenue from real estate held for investment totaled $8,848,000 for the first quarter of 2003, compared with $8,807,000 for the same prior-year quarter. Weighted average occupancy of the Company’s properties at March 31, 2003 and 2002 was 79% and 86%, respectively.

 

Rental revenues for the first three months of 2003 include revenues from three office buildings acquired in the second and third quarter of 2002.  Rental revenues for the first three months of 2003 and 2002 do not include revenues from two properties, a California apartment complex and an Arizona industrial property, which are considered held for sale.  In accordance with generally accepted accounting principles, the results of operations of the acquired properties are included in the Company’s results since acquisition and the results of the two properties considered held for sale are included in the Company’s financial statements as discontinued operations.

 

The Company reported a net loss of $2,276,000, or $0.41 per common share, for the first quarter of 2003 versus  $2,101,000, or $0.38 per common share, for the first quarter of 2002.  Results for the first quarter of 2003 and 2002, respectively, reflect the following non-cash charges: depreciation and amortization from real estate held for investment of $3,003,000 and $2,751,000, deferred compensation expense of $79,000 and $273,000; and the following non-cash items: deferred rental income of $138,000 and $130,000, minority interest of $294,000 and $276,000, and amortization of loan premiums of $140,000 and $134,000.

 

American Spectrum also announced today that it has entered into contracts to sell fourteen of its non-core properties for estimated net sales proceeds of approximately $14 million after payment of debt, sales expenses and reinvestment of a portion of the proceeds.  The sales, which are expected to close in the second and third quarters of 2003, are subject to due diligence by the buyers, and there is no assurance that the sales will close.  American Spectrum also said that its Board of Directors has authorized the purchase of up to 300,000 shares of its common stock

 



 

from the proceeds of the property sales.  Any such purchases would be made from time to time in open market transactions.

 

American Spectrum separately reported that it acquired a 59,550 square foot office building in Houston, Texas from an affiliated entity for the assumption of debt, a deferred payment and the issuance of 141,268 units in its Operating Partnership.  After one year, each such unit may be exchanged for one share of common stock or its market value at the discretion of the Company.

 

William J. Carden, President of American Spectrum stated, “We entered 2003 on solid ground and are making progress toward achieving our growth objectives.  We continue to focus our portfolio on core office and industrial properties in targeted markets in California, Texas and Arizona.  By purchasing assets in our primary markets, we are creating operating efficiencies, which should improve our profitability.  Our Board’s action authorizing the repurchase of shares of American Spectrum common stock evidences the Board’s view of our Company’s intrinsic value in today’s challenging economic environment.”

 

American Spectrum Realty, Inc. is a diversified real estate investment and management company that owns 33 office, industrial, apartment and retail properties aggregating 3,633,000 square feet in California, Texas, Arizona, South Carolina and the Midwest.  Publicly traded on the American Stock Exchange since November 2001, American Spectrum Realty’s business plan focuses on expansion of office and industrial property investments in California, Texas and Arizona.

 

Certain matters discussed in this release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including the risks and uncertainties of acquiring, owning, operating and

disposing of real estate.  Such risks and uncertainties are disclosed in the Company’s past and current filings with the U.S. Securities and Exchange Commission.

 

- Financial Tables Follow -

 

2



 

AMERICAN SPECTRUM REALTY, INC.

FINANCIAL HIGHLIGHTS

(Dollars in thousands)

 

 

 

Quarter Ended March 31,

 

 

 

2003

 

2002

 

REVENUES:

 

 

 

 

 

Rental revenue

 

$

8,848

 

$

8,807

 

Interest and other income

 

10

 

79

 

Total revenues

 

8,858

 

8,886

 

EXPENSES:

 

 

 

 

 

Property operating expense

 

3,639

 

3,168

 

General and administrative

 

1,593

 

2,417

 

Depreciation and amortization

 

3,003

 

2,751

 

Interest expense

 

3,297

 

3,017

 

Total expenses

 

11,532

 

11,353

 

Net loss before minority interest and discontinued operations

 

(2,674

)

(2,467

)

Minority interest

 

294

 

276

 

Net loss before discontinued operations

 

(2,380

)

(2,191

)

Income from discontinued operations

 

104

 

90

 

Net loss

 

(2,276

)

(2,101

)

 

 

 

 

 

 

Basic and diluted per share data:

 

 

 

 

 

Net loss before discontinued operations

 

(0.43

)

(0.40

)

Income (loss) from discontinued operations

 

0.02

 

0.02

 

Net loss

 

(0.41

)

(0.38

)

 

 

 

March 31,
2003

 

December 31,
2002

 

Real estate held for investment, net

 

$

221,549

 

$

223,869

 

Real estate assets held for sale

 

13,926

 

14,466

 

Cash

 

755

 

788

 

Total assets

 

251,579

 

253,557

 

Notes payable, net of premiums

 

172,327

 

173,238

 

Total liabilities

 

213,594

 

213,081

 

Total stockholders’ equity

 

28,790

 

30,857

 

 

3


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