-----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, BKTvsqq1lcFUbo73KIvsA3E0XPy5AHPgbUffYA1KxSIDFsZok0cNs1aDMVH9DpmM RtF8WXzrTWMQafjvVNXXtA== 0001157523-05-004468.txt : 20050509 0001157523-05-004468.hdr.sgml : 20050509 20050509093517 ACCESSION NUMBER: 0001157523-05-004468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 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: 05809920 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 a4882777.txt AMERICAN SPECTRUM REALTY 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 May 9, 2005 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 May 9, 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 May 9, 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: May 9, 2005 EX-99.1 2 a4882777ex991.txt EXHIBIT 99.1 Exhibit 99.1 American Spectrum Realty Reports First Quarter Results HOUSTON--(BUSINESS WIRE)--May 9, 2005-- Occupancy Increased to 87% from 85% Last Year Gain of $2.5 Million Recognized on Sale of Industrial Property in San Diego, California American Spectrum Realty, Inc. (AMEX:AQQ), a real estate investment and management company located in Houston, Texas, announced today its results for the first quarter of 2005. Net loss for the quarter ended March 31, 2005 was $199,000, or $0.13 per share, compared with a net loss of $1.8 million, or $1.17 per share, for the first quarter 2004. For the quarter ended March 31, 2005, the Company's rental revenue remained relatively unchanged compared with the quarter ended March 31, 2004, increasing $2,000. An increase of $329,000 in revenue generated from two Houston office properties acquired subsequent to the first quarter of 2004 was offset by fewer revenues from properties owned on March 31, 2005 and 2004. This decrease was primarily due to lease buy-outs and other non-recurring payments received in the first quarter 2004. 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 at March 31, 2005 and 2004 was 87% and 85%, respectively. For the quarter ended March 31, 2005, the Company reduced its general and administrative expenses $207,000 or 18.4%. This decrease was in large part due to a decrease in compensation expense as a result of an overall downsizing of corporate management. During the first quarter of 2005, the Company sold an industrial property in San Diego, California. The property, which was unoccupied, generated a gain on sale of $2.5 million. Proceeds of $3.2 million (net of debt repayments and sales costs) were received as a result of the transaction. Results for the first quarter 2005 and 2004 reflect the following non-cash items (in thousands): Three Months Ended March 31, 2005 2004 --------- --------- Non-Cash Charges: Depreciation and amortization from real estate held for investment $2,792 $2,487 Deferred compensation expense 19 28 --------- --------- Total-Cash Charges 2,811 2,515 Non-Cash Items: Deferred rental income (50) (250) Minority interest (29) (263) Interest on receivable from principal stockholders (13) (18) Amortization of loan premiums (114) (133) Amortization of note receivable discount - (25) Mark-to-market adjustments on interest rate protection agreements - (10) --------- --------- Total Non-Cash Items (206) (699) The Company will continue its strategy to sell its non-core property types - -- apartment and shopping center properties -- and to sell its properties located in the Midwest and Carolina's -- its non-core markets. The Company will focus primarily on acquiring and repositioning office and industrial properties located in Texas, California and Arizona. William J. Carden, President of American Spectrum, said, "We have continued to increase the overall occupancy of our portfolio. The weighted average occupancy of our Texas office properties at March 31, 2005 increased to 90% from 88% at March 31, 2004. We continue to take steps to aggressively market all of our properties thereby increasing occupancy and improving our financial results." 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. AMERICAN SPECTRUM REALTY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) Three Months Ended March 31, --------------------------- 2005 2004 ------------- ------------- REVENUES: Rental revenue $6,858 $6,856 Interest and other income 49 80 ------------- ------------- Total revenues 6,907 6,936 ------------- ------------- EXPENSES: Property operating expense 2,873 2,494 General and administrative 920 1,127 Depreciation and amortization 2,792 2,487 Interest expense 2,981 2,809 ------------- ------------- Total expenses 9,566 8,917 ------------- ------------- Net loss before minority interest and discontinued operations (2,659) (1,981) Minority interest 29 263 ------------- ------------- Net loss before discontinued operations (2,630) (1,718) Discontinued operations: Loss from discontinued operations (29) (107) Gain on sale of discontinued operations 2,460 - ------------- ------------- Income (loss) from discontinued operations 2,431 (107) ------------- ------------- Net loss $(199) $(1,825) ============= ============= Basic and diluted per share data: Net loss before discontinued operations $(1.75) $(1.10) Gain (loss) from discontinued operations 1.62 (0.07) ------------- ------------- Net loss $(0.13) $(1.17) ============= ============= Basic weighted average shares used 1,499,419 1,555,442 March 31, December 31, 2005 2004 -------------- ------------- Real estate held for investment, net of accumulated depreciation $167,056 $168,531 Cash 1,727 589 Total assets 184,294 187,545 Notes payable, net of premiums 148,747 149,589 Total liabilities 167,606 170,626 Total stockholders' equity 11,237 11,427 CONTACT: American Spectrum Realty, Inc., Houston William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----