-----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, CWAGVutDry/xnn4sDuWfUMS5PhnCCE0v+LqAEZd8NTRBecqBKcnBjf8mGnT5OMJw dL0aF4xOIBtE7EII0cBV9g== 0001157523-05-007159.txt : 20050808 0001157523-05-007159.hdr.sgml : 20050808 20050808093930 ACCESSION NUMBER: 0001157523-05-007159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 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: 051004576 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 a4947171.txt AMERICAN SPECTRUM REALTY, INC. 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 August 8, 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 August 8, 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 August 8, 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: August 8, 2005 EX-99.1 2 a4947171ex991.txt AMERICAN SPECTRUM REALTY, INC. EXHIBIT 99.1 Exhibit 99.1 American Spectrum Realty Reports Second Quarter Results HOUSTON--(BUSINESS WIRE)--Aug. 8, 2005-- Total Revenues Increased 3% from Last Year General and Administrative Expenses Decreased 22% from Last Year American Spectrum Realty, Inc. (AMEX:AQQ), a real estate investment and management company located in Houston, Texas, announced today its results for the second quarter of 2005. The Company reduced its net loss $658,000 for the quarter ended June 30, 2005, compared to the quarter ended June 30, 2004. Net loss was $2.3 million, or $1.54 per share, for the second quarter of 2005 compared to a net loss of $2.9 million, or $1.88 per share, for the second quarter of 2004. The net loss for the second quarter of 2004 included a $613,000 loss on extinguishment of debt. For the quarter ended June 30, 2005, the Company's rental revenue increased $77,000, or 1.2%, from $6.6 million to $6.7 million compared with the quarter ended June 30, 2004. An increase of $311,000 in revenue generated from two Houston office properties acquired subsequent to the second quarter of 2004 was offset by $234,000 fewer revenues from properties owned on June 30, 2005 and 2004. This decrease was primarily due a $139,000 lease buy-out during the second quarter 2004 and a decrease in occupancy. Rental revenue from the acquired properties was included in the Company's results since the date of acquisition of each property. The overall weighted average occupancy of the Company's properties held for investment at June 30, 2005 and 2004 was 85% and 88%, respectively. The decrease in overall occupancy was in large part attributable to the lease renewal and relocation of Daimler Chrysler at 7700 Irvine Center. Commencement of this lease and four other signed leases, all of which are set to commence by September 30, 2005, is anticipated to raise occupancy at the property by 21,000 square feet. For the quarter ended June 30, 2005, the Company reduced its general and administrative expenses $257,000 or 21.8%. This decrease was in large part due to a decrease in compensation expense of $135,000 as a result of an overall downsizing of corporate management. Also attributing to this decrease was a cost reduction associated with the printing of the Company's Annual Report, as well as other cutting measures implemented by management. Net loss for the six months ended June 30, 2005, was $2.5 million, or $1.66 per share, compared with a net loss of $4.8 million, or $3.06 per share, for the six months ended June 30, 2004. For the six months ended June 30, 2005, the Company's rental revenue increased $79,000, or 0.6%, from $13.5 million to $13.6 million compared with the six months ended June 30, 2004. An increase of $640,000 in revenue generated from two Houston office properties acquired subsequent to the second quarter of 2004 was offset by $561,000 fewer revenues from properties owned on June 30, 2005 and 2004. This decrease was primarily due to a $196,000 payment received from the owner of a neighboring property for past use of common parking areas and $293,000 in lease buy-outs incurred at an office property in California during the first six months of 2004 and a decrease in overall weighted average occupancy. Results for the six months ended June 30, 2005 and 2004 reflect the following non-cash items (in thousands): Six Months Ended June 30, 2005 2004 ---------- --------- Non-Cash Charges: Depreciation and amortization from real estate held for investment $5,604 $5,064 Deferred compensation expense 37 56 ---------- --------- Total-Cash Charges 5,641 5,120 Non-Cash Items: Deferred rental income (111) (396) Minority interest (358) (686) Interest on receivable from principal stockholders (26) (34) Amortization of loan premiums (233) (263) Amortization of note receivable discount - (50) Mark-to-market adjustments on interest rate protection agreements - (67) ---------- --------- Total Non-Cash Items (728) (1,496) William J. Carden, President of American Spectrum, said, "The reduction in general and administrative expenses over the past year has improved our financial results. During the second half of 2005, we will continue to aggressively market our properties to increase occupancy. We will also continue implementing our strategy to sell non-core property types--apartment and shopping center properties--and to sell properties located in the Midwest and Carolina's--our non-core markets." 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 Six Months Ended June 30, June 30, --------------------------------------------- 2005 2004 2005 2004 ----------- ---------- ----------- ---------- REVENUES: Rental revenue $6,708 $6,631 $13,566 $13,487 Interest and other income 208 82 257 162 ----------- ---------- ----------- ---------- Total revenues 6,916 6,713 13,823 13,649 ----------- ---------- ----------- ---------- EXPENSES: Property operating expense 2,894 2,561 5,767 5,055 General and administrative 924 1,181 1,844 2,308 Depreciation and amortization 2,812 2,577 5,604 5,064 Interest expense 2,888 2,994 5,869 5,803 ----------- ---------- ----------- ---------- Total expenses 9,518 9,313 19,084 18,230 ----------- ---------- ----------- ---------- OTHER LOSS: Loss on extinguishment of debt - (613) - (613) ----------- ---------- ----------- ---------- Total other loss - (613) - (613) ----------- ---------- ----------- ---------- Net loss before minority interest and discontinued operations (2,602) (3,213) (5,261) (5,194) Minority interest 329 423 358 686 ----------- ---------- ----------- ---------- Net loss before discontinued operations (2,273) (2,790) (4,903) (4,508) Discontinued operations: Loss from discontinued operations - (141) (29) (248) Gain on sale of discontinued operations - - 2,460 - ----------- ---------- ----------- ---------- (Loss) income from discontinued operations - (141) 2,431 (248) ----------- ---------- ----------- ---------- Net loss $(2,273) $(2,931) $(2,472) $(4,756) =========== ========== =========== ========== Basic and diluted per share data: Net loss before discontinued operations $(1.54) $(1.79) $(3.29) $(2.90) (Loss) income from discontinued operations - (0.09) 1.63 (0.16) ----------- ---------- ----------- ---------- Net loss $(1.54) $(1.88) $(1.66) $(3.06) =========== ========== =========== ========== Basic weighted average shares used 1,476,363 1,556,250 1,487,891 1,555,846 June 30, December 31, 2005 2004 ---------------- ---------------- Real estate held for investment, net $165,048 $168,531 Cash 855 589 Total assets 182,104 187,545 Notes payable, net of premiums 149,299 149,589 Total liabilities 168,378 170,626 Total stockholders' equity 8,604 11,427 CONTACT: American Spectrum Realty, Inc., Houston William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----