-----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, IxKgiqOBJiQIszpIEdfd9fFNnzd7n/wG1yU48GPvksztBElvH75S9dCsdTfugDhQ xpKL36DhTU+hTYocwPcKIw== 0001157523-04-010738.txt : 20041115 0001157523-04-010738.hdr.sgml : 20041115 20041115100121 ACCESSION NUMBER: 0001157523-04-010738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 041142110 BUSINESS ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 713-706-6200 MAIL ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: SUITE 450 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 a4764402.txt AMERICAN SPECTRUM 8-K 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 November 11, 2004 Date of Report (Date of earliest event reported) American Spectrum Realty, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 001-16785 52-2258674 - -------------------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification incorporation) No.) 5850 San Felipe, Suite 450, Houston, Texas 77057 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (713) 706-6200 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On November 11, 2004, American Spectrum Realty, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Description - ------- ----------- 99.1 Press Release dated November 11, 2004 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: November 12, 2004 EX-99.1 2 a4764402ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 American Spectrum Realty Reports Third Quarter and First Nine Months Results; Rental Revenues Increased 13.7% for Quarter; Occupancy Increased to 86% from 78% Last Year HOUSTON--(BUSINESS WIRE)--Nov. 11, 2004--American Spectrum Realty Inc. (AMEX:AQQ), a real estate investment and management company, headquartered in Houston, Texas, announced today its results for the third quarter and nine months of 2004. For the quarter ended Sept. 30, 2004, the Company recorded rental revenue of $6.5 million compared with $5.7 million for the 2003 third quarter. This increase of $786,000 was the result of $456,000 in revenue generated from three Houston office properties acquired between Oct. 27, 2003 and Aug. 2, 2004 and $330,000 in higher revenues from properties owned on Sept. 30, 2004 and Sept. 30, 2003. Rental revenue from the acquired properties was included in the Company's results since the date of acquisition of each property. The weighted average occupancy of the Company's properties held for investment increased to 86% at Sept. 30, 2004 from 78% at Sept. 30, 2003. Third quarter 2004 net loss was $5.0 million, or $3.17 per common share, versus a net loss of $6.1 million, or $3.98 per share, for third quarter 2003. For the nine months ended Sept. 30, 2004, the Company recorded rental revenue of $20.0 million compared with $17.5 million for the nine months ended Sept. 30, 2003. Net loss for the nine months ended Sept. 30, 2004 was $9.7 million, or $6.23 per share, compared with a net loss of $12.8 million, or $8.70 per share, for the same period prior nine months. The Company expended $3.9 million and $2.8 million for capital improvements to real estate assets for the nine months ended Sept. 30, 2004 and 2003, respectively. The operating loss and capital improvements to real estate assets were funded by property sales and refinancing activities. Results for the nine months ended 2004 and 2003 reflect the following non-cash items (in thousands): Nine Months Ended Sept. 30, 2004 2003 ------- ------ Non-Cash Charges: Depreciation and amortization from real estate held for investment $7,735 $6,397 Mark-to-market adjustments on interest rate protection agreements - 202 Deferred compensation expense 83 233 Loss on extinguishment of debt (primarily prepayment penalties and the write-off of unamortized loan costs) 827 - ------- ------- Total Non-Cash Charges 8,645 6,832 Non-Cash Items: Deferred rental income (447) (305) Minority interest (1,390) (1,845) Interest on receivable from principal stockholders (50) (39) Amortization of loan premiums (411) (384) Amortization of note receivable discount (58) - Mark-to-market adjustments on interest rate protection agreements (65) - ------- ------- Total Non-Cash Items (2,421) (2,573) William J. Carden, president of American Spectrum, said, "Our increase of 14.5% in rental revenue for the current year nine-month period is the result of our continued effort to aggressively market all of our properties along with revenue from three Houston area office properties acquired subsequent to September 2003. Our overall occupancy increased to 86% at Sept. 30, 2004 from 78% a year ago." Carden added, "We continue to focus on our strategy to sell non-core property types - apartment and shopping center properties - and to sell properties located in the Midwest and Carolinas - our non-core markets. During the last four months, we sold two non-core properties and purchased an office building in the Houston area." The Company's long-term focus is primarily on office and industrial properties located in Texas, California and Arizona. American Spectrum Realty Inc. is a real estate investment and management company that owns 25 office, industrial, apartment and retail properties aggregating over 2.2 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 - AMERICAN SPECTRUM REALTY INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) Three Months Ended Nine Months Ended Sept. 30, Sept. 30, --------------------- --------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- REVENUES: Rental revenue $6,520 $5,734 $20,006 $17,475 Interest and other income 49 34 211 77 ---------- ---------- ---------- ---------- Total revenues 6,569 5,768 20,217 17,552 ---------- ---------- ---------- ---------- EXPENSES: Property operating expense 2,758 2,578 7,851 7,054 General and administrative 1,243 1,650 3,551 4,952 Depreciation and amortization 2,606 2,212 7,735 6,397 Interest expense 3,139 2,452 8,998 7,456 ---------- ---------- ---------- ---------- Total expenses 9,746 8,892 28,135 25,859 ---------- ---------- ---------- ---------- OTHER LOSS: Loss on extinguishment of debt (214) - (827) - ---------- ---------- ---------- ---------- Total other loss (214) - (827) - ---------- ---------- ---------- ---------- Net loss before minority interest and discontinued operations (3,391) (3,124) (8,745) (8,307) Minority interest 704 930 1,390 1,845 ---------- ---------- ---------- ---------- Net loss before discontinued operations (2,687) (2,194) (7,355) (6,462) Discontinued operations: Income (loss) from discontinued operations 25 (443) (63) (1,074) (Loss) gain on sale of discontinued operations (2,298) 51 (2,298) 2,279 Impairment of real estate assets held for sale - (3,500) - (7,500) ---------- ---------- ---------- ---------- Loss from discontinued operations: (2,273) (3,892) (2,361) (6,295) ---------- ---------- ---------- ---------- Net loss $(4,960) $(6,086) $(9,716) $(12,757) ========== ========== ========== ========== Basic and diluted per share data: Net loss before discontinued operations $(1.72) $(1.43) $(4.72) $(4.41) Loss from discontinued operations (1.45) (2.54) (1.51) (4.29) ---------- ---------- ---------- ---------- Net loss $(3.17) $(3.98) $(6.23) $(8.70) ========== ========== ========== ========== Basic weighted average shares used 1,564,885 1,529,702 1,558,859 1,465,849 Sept. 30, Dec. 31, 2004 2003 ------------- --------------- Real estate held for investment, net $167,138 $168,540 Cash 2,007 2,937 Total assets 186,917 208,003 Notes payable, net of premiums 146,784 143,742 Total liabilities 170,005 180,259 Total stockholders' equity 11,085 20,435 CONTACT: American Spectrum Realty Inc., Houston William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----