-----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, Sgb9XJJjZVZdyp07JiAu2Z/jTSFSN6lgMvH34RHQIYBrcec0mww2ExvRLHHE8+82 NwuRD3I5sVe8uOLjbJjLxQ== 0001104659-03-017443.txt : 20030811 0001104659-03-017443.hdr.sgml : 20030811 20030811142302 ACCESSION NUMBER: 0001104659-03-017443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030807 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030811 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: 03834153 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 a03-2219_18k.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

 

August 7, 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 August 7, 2003

 

ITEM 12.  Results of Operations and Financial Condition

 

On August 7, 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 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:

August 8, 2003

 

 

 

3


EX-99.1 3 a03-2219_1ex99d1.htm EX-99.1

Exhibit 99.1

 

AMERICAN SPECTRUM REALTY, INC.

 

 

 

 

 

William J. Carden, Chairman, President and CEO

 

Porter, LeVay & Rose, Inc.

(949) 753-7111

 

Michael Porter, President – Investor Relations

 

 

(212) 564-4700

Harry A. Mizrahi, Chief Operating Officer

 

 

(212) 953-9798

 

 

 

AMERICAN SPECTRUM REALTY REPORTS SECOND QUARTER RESULTS

 

REFOCUSING STRATEGY ON TARGET

 

Irvine, CA, August 7, 2003 – American Spectrum Realty, Inc. (AMEX: AQQ) announced today its results for the second quarter and six months ended June 30, 2003, which reflected the continuation of the Company’s strategy to strengthen its property portfolio.

 

Rental revenue from real estate held for investment totaled $7.0 million for the second quarter of 2003, compared with $7.8 million for the same prior-year quarter. This reduction primarily reflected a decrease in occupancy in properties located in San Diego, California, where three major tenants vacated at the expiration of their leases, partially off-set by a revenue increase resulting from acquired properties.

 

Second quarter 2003 net loss was $4.4 million, or $0.74 per common share, versus $1.5 million, or $0.27 per common share, for second quarter 2002.  Included in the net loss is an impairment charge of $4.0 million for three properties held for sale.  Two of these properties were sold in July 2003, and the other one is expected to be sold prior to the end of the third quarter. The weighted average occupancy of the Company’s properties held for investment at June 30, 2003 and 2002 was 76% and 86%, respectively.

 

William J. Carden, President of American Spectrum, commented, “We are making progress in strategically recasting our property portfolio to concentrate on the office and industrial segments in targeted markets in California, Texas and Arizona.  As expected, this process is taking time, and in the short-term has resulted in softer figures than we would like.  However, we are confident that these sacrifices will put the Company on a better footing for future growth and profitability.”

 

Mr. Carden added, “In the second half of the year, we expect to close on a number of properties currently for sale, and we intend to replace them with properties that are in keeping with our strategic shift.”

 

For the six months ended June 30, 2003, revenue was $14.6 million compared with $15.4 million in the first half of 2002.  The 2003 first half net loss was $6.7 million, or $1.15 per common share, versus $3.6 million, or $0.65 per common share, for the same period in 2002.

 



 

Results for the first six months of 2003 and 2002, respectively, reflect the following non-cash charges: depreciation and amortization from real estate held for investment of $5.2 million and $4.6 million; impairment of real estate held for sale of $4.0 million and nothing; deferred compensation expense of $157,000 and $515,000, mark-to-market adjustments on interest rate protection agreements of $244,000 and $89,000; and the following non-cash items: deferred rental income of $229,000 and $208,000, minority interest of $915,000 and $470,000, and amortization of loan premiums of $283,000 and $294,000.

 

Rental revenues for 2003 include revenues from an office building acquired in May 2003 and three office buildings acquired in the second and third quarter of 2002.  Rental revenues for 2003 and 2002 do not include revenues from properties (eight properties for 2003 and ten properties for 2002) which are reported as discontinued operations.

 

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 properties considered held for sale are included in the Company’s financial statements as discontinued operations.

 

American Spectrum Realty, Inc. is a diversified real estate investment and management company that owns 28 office, industrial, apartment and retail properties aggregating over 3.0 million 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, except per share amounts)

 

 

 

Quarter Ended June 30,

 

 

 

2003

 

2002

 

REVENUES:

 

 

 

 

 

Rental revenue

 

$

7,015

 

$

7,849

 

Interest and other income

 

33

 

72

 

Total revenues

 

7,048

 

7,921

 

EXPENSES:

 

 

 

 

 

Property operating expense

 

3,100

 

2,974

 

General and administrative

 

1,709

 

1,812

 

Depreciation and amortization

 

2,582

 

2,221

 

Interest expense

 

2,948

 

3,031

 

Total expenses

 

10,339

 

10,038

 

OTHER INCOME:

 

 

 

 

 

Net gain on sale of real estate assets

 

 

84

 

Net gain on extinguishment of debt

 

 

38

 

Total other income

 

 

122

 

Net loss before minority interest and discontinued operations

 

(3,291

)

(1,995

)

Minority interest

 

621

 

194

 

Net loss before discontinued operations

 

(2,670

)

(1,801

)

(Loss) income from discontinued operations

 

(1,725

)

319

 

Net loss

 

(4,395

)

(1,482

)

BASIC AND DILUTED PER SHARE DATE

 

 

 

 

 

Net loss before discontinued operations

 

$

(0.45

)

$

(0.33

)

(Loss) income from discontinued operations

 

$

(0.29

)

$

0.06

 

Net loss

 

$

(0.74

)

$

(0.27

)

 

 

 

Six Months Ended June 30,

 

 

 

2003

 

2002

 

REVENUES:

 

 

 

 

 

Rental revenue

 

$

14,550

 

$

15,435

 

Interest and other income

 

43

 

151

 

Total revenues

 

14,593

 

15,586

 

EXPENSES:

 

 

 

 

 

Property operating expense

 

6,213

 

5,761

 

General and administrative

 

3,302

 

4,229

 

Depreciation and amortization

 

5,156

 

4,559

 

Interest expense

 

5,851

 

5,653

 

Total expenses

 

20,522

 

20,202

 

OTHER INCOME:

 

 

 

 

 

Net gain on sale of real estate assets

 

 

84

 

Net gain on extinguishment of debt

 

 

38

 

Total other income

 

 

122

 

Net loss before minority interest and discontinued operations

 

(5,929

)

(4,494

)

Minority interest

 

915

 

470

 

Net loss before discontinued operations

 

(5,014

)

(4,024

)

Income from discontinued operations

 

(1,657

)

441

 

Net loss

 

(6,671

)

(3,583

)

BASIC AND DILUTED PER SHARE DATE

 

 

 

 

 

Net loss before discontinued operations

 

$

(0.87

)

$

(0.73

)

(Loss) income from discontinued operations

 

$

(0.28

)

$

0.08

 

Net loss

 

$

(1.15

)

$

(0.65

)

 

3



 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

 

 

 

 

Real estate held for investment, net

 

$

194,715

 

$

194,437

 

Cash

 

1,839

 

788

 

Total assets

 

238,059

 

253,557

 

Notes payable, net of premiums

 

153,369

 

152,694

 

Total liabilities

 

202,371

 

213,081

 

Total stockholders’ equity

 

26,906

 

30,857

 

 

4


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