-----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, J3dyqNkLKSVNnaqYDv1LXNfzOBAc0dVZSF5phwySsovatEwGhs441ZS9Ss/IgzJ+ nuxVRmTHnUwjnJSw5YplkA== 0001157523-05-009887.txt : 20051109 0001157523-05-009887.hdr.sgml : 20051109 20051109120840 ACCESSION NUMBER: 0001157523-05-009887 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 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: 051188619 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 a5015856.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 November 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 November 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 November 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: November 9, 2005 EX-99.1 2 a5015856ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 American Spectrum Realty Reports Third Quarter Results; Rental Revenues Increased 9% from Last Year HOUSTON--(BUSINESS WIRE)--Nov. 9, 2005-- Corporate General and Administrative Expenses Decreased 28% 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 third quarter of 2005. The Company's net loss was $1.3 million, or $0.92 per share, for the third quarter of 2005 compared to a net loss of $5.0 million, or $3.17 per share, for the third quarter of 2004, which reduced its net loss by $3.7 million for the quarter. The net loss for the quarter ended September 30, 2005 included income from discontinued operations of $1.5 million compared to a loss from discontinued operations of $2.3 million for the quarter ended September 30, 2004. For the quarter ended September 30, 2005, the Company's rental revenue increased $501,000, or 9.1%, from $5.5 million to $6.0 million compared with the quarter ended September 30, 2004. This increase was due to $278,000 in revenue generated from the acquisition of two office properties in August and October 2004 and $223,000 in higher revenues from the Company's other properties ("Same Properties"). The increase in Same Properties revenue was in large part due to occupancy fluctuations between periods as well as increases in CAM revenue and roof-top lease revenue. Rental revenue from the two 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 at September 30, 2005 and 2004 was 86%. For the quarter ended September 30, 2005, the Company reduced its corporate general and administrative expenses $342,000 or 27.5%. This decrease was in large part due to a decrease in compensation expense as a result of a reduction of corporate staff, lower corporate insurance expense and other cost cutting measures implemented by management. Net loss for the nine months ended September 30, 2005 was $3.8 million, or $2.58 per share, compared with a net loss of $9.7 million, or $6.23 per share, for the nine months ended September 30, 2004. The net loss for the nine months ended September 30, 2005 included income from discontinued operations of $3.7 million compared to a loss from discontinued operations of $2.6 million for the quarter ended September 30, 2004. During the third quarter of 2005, the Company sold Richardson Plaza a 107,827 square foot shopping center located in South Carolina for $5.0 million. A gain of $1.5 million was generated from the sale, which is reflected as discontinued operations in the consolidated statements of operations. Proceeds of $552,000 (net of the repayment of debt and sales costs) are currently held in escrow. In October 2005, the Company sold The Lakes, a 408-unit apartment property located in Missouri for $17.1 million. Proceeds of $4.7 million (net of the assumption of debt, repayment of debt and sales costs) are currently held in escrow. The Company anticipates a gain will be recognized in the fourth quarter of 2005 related to the sale. William J. Carden, President of American Spectrum, said, "The sale of these two properties are part of 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. We plan on utilizing the net proceeds generated from these sales as a source to facilitate the funding of future acquisitions in Texas, California and Arizona - our core markets." The Company expended $2.9 million and $3.9 million for capital improvements to real estate assets for the nine months ended September 30, 2005 and 2004, respectively. The operating losses and capital improvements to real estate assets were funded by property sales and refinancing activities. Results for the nine months ended September 30, 2005 and 2004 reflect the following non-cash items (in thousands): Nine Months Ended September 30, 2005 2004 --------- --------- Non-Cash Charges: Depreciation and amortization from real estate held for investment $7,791 $6,995 Deferred compensation expense 55 83 Loss on extinguishment of debt - 827 --------- --------- Total-Cash Charges 7,846 7,905 Non-Cash Items: Deferred rental income (154) (441) Minority interest (555) (1,390) Interest on receivable from principal stockholders (39) (50) Amortization of loan premiums (344) (391) Amortization of note receivable discount - (58) Mark-to-market adjustments on interest rate protection agreements - (65) --------- --------- Total Non-Cash Items (1,092) (2,395) American Spectrum Realty, Inc. is a real estate investment and management company that owns 22 office, industrial, and retail properties aggregating over 1.8 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- Three Months Ended Nine Months Ended September 30, September 30, ------------------------------------------- 2005 2004 2005 2004 --------------------- --------------------- REVENUES: Rental revenue $6,036 $5,535 $17,955 $17,329 Interest and other income 79 49 334 209 ---------- ---------- ---------- ---------- Total revenues 6,115 5,584 18,289 17,538 ---------- ---------- ---------- ---------- EXPENSES: Property operating expense 2,927 2,255 7,791 6,465 General and administrative 901 1,243 2,745 3,551 Depreciation and amortization 2,641 2,358 7,791 6,995 Interest expense 2,640 2,862 8,004 8,173 ---------- ---------- ---------- ---------- Total expenses 9,109 8,718 26,331 25,184 OTHER LOSS: Loss on extinguishment of debt - (214) - (827) ---------- ---------- ---------- ---------- Total other loss - (214) - (827) ---------- ---------- ---------- ---------- Net loss before minority interest and discontinued operations (2,994) (3,348) (8,042) (8,473) Minority interest 197 704 555 1,390 ---------- ---------- ---------- ---------- Net loss before discontinued operations (2,797) (2,644) (7,487) (7,083) Discontinued operations: Loss from discontinued operations (71) (18) (313) (335) Gain (loss) on sale of discontinued operations 1,535 (2,298) 3,995 (2,298) ---------- ---------- ---------- ---------- Income (loss) from discontinued operations 1,464 (2,316) 3,682 (2,633) ---------- ---------- ---------- ---------- Net loss $(1,333) $(4,960) $(3,805) $(9,716) ========== ========== ========== ========== Basic and diluted per share data: Net loss before discontinued operations $(1.94) $(1.69) $(5.08) $(4.54) Income (loss) from discontinued operations 1.02 (1.48) 2.50 (1.69) ---------- ---------- ---------- ---------- Net loss $(0.92) $(3.17) $(2.58) $(6.23) ========== ========== ========== ========== Basic weighted average shares used 1,441,866 1,564,885 1,472,549 1,558,859 September 30, December 31, 2005 2004 ------------- ------------- Real estate held for investment, net $147,344 $151,825 Cash 848 589 Total assets 178,837 187,545 Notes payable, net of premiums 134,835 134,059 Total liabilities 166,923 170,626 Total stockholders' equity 7,001 11,427 CONTACT: American Spectrum Realty, Inc. William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----