-----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, S9L1ywKFwYLIjSCOPYjpzGV74K6g5ahvL/W2Btilx6LVN0iRRu1x0jfaOOigtJLd URrqmrDUoNFRUOLzexDECw== 0001157523-05-002681.txt : 20050321 0001157523-05-002681.hdr.sgml : 20050321 20050321094540 ACCESSION NUMBER: 0001157523-05-002681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050321 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050321 DATE AS OF CHANGE: 20050321 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: 05693165 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 a4845873.txt AMERICAN SPECTRUM REALTY 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 March 21, 2005 Date of Report (Date of earliest event reported) American Spectrum Realty, Inc. 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 No.) incorporation) 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 March 21, 2005, 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 March 21, 2005 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: March 21, 2005 EX-99.1 2 a4845873ex991.txt EXHIBIT 99.1 Exhibit 99.1 American Spectrum Realty Reports Year End Results; Rental Revenues Increased 13.0% for Year; Portfolio Refocus Continues: Texas, California, Arizona are Target Markets HOUSTON--(BUSINESS WIRE)--March 21, 2005-- Acquired Six Office Properties in Houston Area and Divested Fourteen Non-Core Properties in Last Two Years American Spectrum Realty Inc. (AMEX:AQQ), a real estate investment and management company headquartered in Houston, announced today its results for the fourth quarter and year ended Dec. 31, 2004, further reflecting the continuation of the Company's strategy to refocus and strengthen its property portfolio. For the year ended Dec. 31, 2004, the Company recorded rental revenue of $26.9 million compared with $23.8 million for the 2003 year. The increase of $3.1 million, or 13.0%, was attributable to (i) $2,273,000 in revenue generated from six office properties acquired in May 2003 through October 2004, (ii) higher revenues of $637,000 for properties owned on Dec. 31, 2004 and 2003 ("Same Properties") and (iii) a $196,000 payment received from the owner of a neighboring property for past use of common parking areas. The increase in Same Properties revenue was primarily attributable to an increase in occupancy, particularly to an office property located in San Diego. For 2004 revenue included results from six office properties, located in the Houston area, acquired during 2003 and 2004. Rental revenue from the acquired properties was included in the Company's results since their respective dates of acquisition. The weighted average occupancy of the Company's properties held for investment increased to 88% at Dec. 31, 2004 from 85% at Dec. 31, 2003. Rental revenues for 2004 and 2003 do not include revenues from fourteen non-core properties sold in these years. 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 sold are included in the Company's financial statements as discontinued operations. Net loss for the year ended Dec. 31, 2004 was $9.1 million, or $5.87 per share, compared with a net loss of $14.3 million, or $9.67 per share, for the 2003 year. The Company expended $4.5 million and $3.8 million for capital improvements to real estate assets for the year ended Dec. 31, 2004 and 2003, respectively. The operating loss and capital improvements to real estate assets were funded by property sales and refinancing activities. Results for 2004 and 2003 reflect the following non-cash items (in thousands): Year Ended December 31, 2004 2003 ----------- ----------- Non-Cash Charges: Depreciation and amortization from real estate held for investment $10,433 $8,641 Mark-to-market adjustments on interest rate protection agreements - 162 Deferred compensation expense 101 332 Deferred income tax expense - 278 Net loss on extinguishment debt 729 145 ----------- ----------- Total Non-Cash Charges 11,263 9,558 Non-Cash Items: Deferred income tax benefit (2,222) - Deferred rental income (525) (628) Minority interest (1,299) (2,124) Interest on receivable from principal stockholders (66) (57) Amortization of loan premiums (515) (490) Amortization of note receivable discount (58) (17) Mark-to-market adjustments on interest rate protection agreements (65) - ----------- ----------- Total Non-Cash Items (4,750) (3,316) William J. Carden, president of American Spectrum, commented, "American Spectrum Realty Inc. continued to divest non-strategic assets and acquire value-added projects in our core markets during 2004. Our goal is to continue this strategy in 2005 as we strive to lower our operating costs and expand our portfolio in each of our core markets." He added, "The recent Real Estate Forecasts indicate that our core markets of Texas, Southern California and Arizona will continue to expand in job growth in 2005 thus helping to increase rental and occupancy rates for our properties. We will continue to seek value added real estate projects in each of these core markets." Rental revenue from real estate held for investment totaled $7.0 million for the fourth quarter 2004, compared with $6.3 million for the same prior-year quarter. Again, this increase primarily resulted from the previously outlined increase in occupancy, in addition to revenue related to acquired properties. Fourth quarter 2004 net income was $0.6 million, or $0.40 per common share, versus a net loss of $1.6 million, or $1.04 per share, for fourth quarter 2003. Results for the fourth quarter 2004 and 2003 reflect the following non-cash items: Three Months Ended December 31, 2004 2003 ---------- ---------- Non-Cash Charges: Depreciation and amortization from real estate held for investment $2,794 $2,340 Deferred compensation expense 18 99 Minority interest 91 - Net loss on extinguishment of debt - 145 Deferred income tax expense - 278 ---------- ---------- Total Non-Cash Charges 2,903 2,862 Non-Cash Items: Deferred income tax benefit (2,222) - Deferred rental income (78) (323) Minority interest - (279) Net gain on extinguishment of debt (98) - Mark-to-market adjustments on interest rate protection agreements - (40) Interest on receivable from principal stockholders (16) (18) Amortization of loan premiums (97) (128) Amortization of note receivable discount - (17) ---------- ---------- Total Non-Cash Items (2,511) (805) The share and per share data in this press release and tables to follow have been adjusted to reflect the one-for-four reverse split of common stock which was approved by the stockholders on Feb. 27, 2004 and became effective March 2, 2004. American Spectrum Realty Inc. is a real estate investment and management company that owns 24 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 Twelve Months Ended December 31, December 31, --------------------- --------------------- 2004 2003 2004 2003 --------------------- --------------------- REVENUES: Rental revenue $7,029 $6,326 $26,923 $23,817 Interest and other income 24 62 235 139 ---------- ---------- ---------- ---------- Total revenues 7,053 6,388 27,158 23,956 ---------- ---------- ---------- ---------- EXPENSES: Property operating expense 2,797 2,420 10,582 9,358 General and administrative 887 1,849 4,438 6,801 Depreciation and amortization 2,794 2,340 10,433 8,641 Interest expense 3,084 2,769 11,996 10,139 ---------- ---------- ---------- ---------- Total expenses 9,562 9,378 37,449 34,939 ---------- ---------- ---------- ---------- OTHER INCOME (LOSS): Net gain (loss) on extinguishment of debt 98 (145) (729) (145) ---------- ---------- ---------- ---------- Total other income (loss) 98 (145) (729) (145) ---------- ---------- ---------- ---------- Net loss before deferred income tax benefit (expense), minority interest and discontinued operations (2,411) (3,135) (11,020) (11,128) Deferred income tax benefit (expense) 2,222 (278) 2,222 (278) ---------- ---------- ---------- ---------- Net loss before minority interest and discontinued operations (189) (3,413) (8,798) (11,406) Minority interest (91) 279 1,299 2,124 ---------- ---------- ---------- ---------- Net loss before discontinued operations (280) (3,134) (7,499) (9,282) Discontinued operations: Loss from discontinued operations (96) (374) (295) (1,762) Gain (loss) on sale of discontinued operations - 261 (2,298) 2,540 Impairment of real estate assets - - - (7,500) Income tax benefit 985 1,656 985 1,656 ---------- ---------- ---------- ---------- Income (loss) income from discontinued operations: 889 1,543 (1,608) (5,066) ---------- ---------- ---------- ---------- Net income (loss) $609 $(1,591) $(9,107) $(14,348) ========== ========== ========== ========== Basic and diluted per share data: Net loss before discontinued operations $(0.18) $(2.04) $(4.83) $(6.26) Income (loss) from discontinued operations 0.58 1.00 (1.04) (3.41) ---------- ---------- ---------- ---------- Net income (loss) $0.40 $(1.04) $(5.87) $(9.67) ========== ========== ========== ========== Basic weighted average shares used 1,534,846 1,537,152 1,551,189 1,483,675 December 31, December 31, 2004 2003 ------------- ------------- Real estate held for investment, net $168,531 $165,991 Cash 589 2,937 Total assets 187,545 208,003 Notes payable, net of premiums 149,589 142,008 Total liabilities 170,626 180,259 Total stockholders' equity 11,427 20,435 CONTACT: American Spectrum Realty Inc., Houston William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----