-----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, DqGXjrTLkHSLMbdjp/dPo+dxa0QAtQlztkmy52D1mDUS52xzz/txV9TH2OlyLSMp 2ZIFmVgqYA2csaGJa0swiA== 0001157523-06-002926.txt : 20060323 0001157523-06-002926.hdr.sgml : 20060323 20060323094721 ACCESSION NUMBER: 0001157523-06-002926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060323 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 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: 06705089 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 a5108757.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 March 23, 2006 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 March 23, 2006, 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 23, 2006 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 23, 2006 EX-99.1 2 a5108757ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 American Spectrum Realty Reports Year End Results; Portfolio Refocus Continues: Texas, California, Arizona are Target Markets HOUSTON--(BUSINESS WIRE)--March 23, 2006--American Spectrum Realty, Inc. (AMEX:AQQ) ("the Company"), a real estate investment and management company headquartered in Houston, Texas, announced today its results for the fourth quarter and year ended December 31, 2005. The Company's net loss for the year ended December 31, 2005 was $2.3 million, or $1.56 per share, compared with a net loss of $9.1 million, or $5.87 per share, for the 2004 year, which reduced its net loss by $6.8 million. The reduction in net loss was in large part attributable to a gain from discontinued operations of $3.6 million in 2005 compared to a loss from discontinued operations of $3.9 million in 2004. Rental revenue for the year ended December 31, 2005 increased $421,000, or 2.2%, in comparison to the year ended December 31, 2004. This increase was attributable to $1,001,000 in revenue generated from two office properties acquired in August and October 2004, offset by $580,000 in fewer revenues from properties owned on December 31, 2004 and 2005 ("Same Properties"). This decrease in Same Properties revenue was primarily due to $293,000 in lease buyout revenue obtained at an office property in California during 2004 and due to a decrease in overall occupancy. The weighted average occupancy of the Company's properties held for investment decreased to 88% at December 31, 2005 from 89% at December 31, 2004. Rental revenues do not include revenues from six non-core properties sold in these years and from three properties classified as real estate held for sale at December 31, 2005. In accordance with generally accepted accounting principles, the results of operations of the two properties acquired in 2004 are included in the Company's results since acquisition and the results of the properties sold or classified as real estate held for sale are included in the Company's financial statements as discontinued operations. Corporate General and Administrative expenses for the year ended December 31, 2005 decreased $735,000, or 16.6%, when compared to the year ended December 31, 2004. This decrease was in large part due to a decrease in compensation expense of $422,000, primarily due to an overall reduction of corporate staff. Further, non-recurring costs of $183,000 associated with the Company's March 2004 reverse stock split and a $75,000 treasury management fee was incurred during 2004. The decrease was also attributable to a cost reduction related to the printing of the Company's Annual Report, a decrease in corporate insurance expense, and other cost cutting measures implemented by management. The Company expended $4.9 million and $4.5 million for capital improvements to real estate assets for the year ended December 31, 2005 and 2004, respectively. The operating loss and capital improvements to real estate assets were funded by property sales and refinancing activities. Results for 2005 and 2004 reflect the following non-cash items (in thousands). These amounts include non-cash items from discontinued operations which are reported separately on the Company's consolidated statements of operations. Year Ended December 31, 2005 2004 ----------- ----------- Non-Cash Charges: Depreciation and amortization $11,190 $10,946 Deferred compensation expense 55 101 ----------- ----------- Total Non-Cash Charges 11,245 11,047 Non-Cash Items: Deferred income tax benefit (1,162) (3,207) Deferred rental income (137) (520) Minority interest (320) (1,299) Interest on receivable from principal stockholders (39) (66) Amortization of loan premiums (459) (564) Amortization of note receivable discount - (58) Mark-to-market adjustments on interest rate protection agreements - (65) ----------- ----------- Total Non-Cash Items (2,117) (5,779) Fourth quarter 2005 net income was $1.5 million, or $1.09 per common share, versus net income of $609,000, or $0.40 per share, for fourth quarter 2004. William J. Carden, President of American Spectrum, commented, "In 2005, American Spectrum Realty, Inc. realized its goals to reduce the number of its non-core properties, reduce its corporate general and administrative costs and eliminate debt coming due in 2005 and 2006, with the exception of a $2.7 loan secured by our one remaining shopping center which is due in July 2006. We also completed the planned renovations on several of our properties." He added, "Although no properties in our core markets of Texas, Southern California and Arizona were acquired in 2005, two properties were acquired in February 2006 and two more are currently in escrow for purchase, all four of which are located in Houston, Texas. We will continue to seek to acquire additional properties in our core markets and further reduce our non-core assets while focusing on an aggressive leasing program in 2006." American Spectrum Realty, Inc. is a real estate investment and management company that owns 22 office, industrial, apartment 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 - 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, --------------------- --------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- REVENUES: Rental revenue $4,991 $5,126 $19,919 $19,498 Interest and other income 13 24 350 235 ---------- ---------- ---------- ---------- Total revenues 5,004 5,150 20,269 19,733 ---------- ---------- ---------- ---------- EXPENSES: Property operating expense 2,273 1,826 8,716 7,113 Corporate general and administrative 958 887 3,703 4,438 Depreciation and amortization 2,222 1,985 8,464 7,534 Interest expense 2,184 2,338 8,824 9,273 ---------- ---------- ---------- ---------- Total expenses 7,637 7,036 29,707 28,358 ---------- ---------- ---------- ---------- OTHER INCOME (LOSS): Net (loss) gain on extinguishment of debt (95) 98 (95) (116) ---------- ---------- ---------- ---------- Total other income (loss) (95) 98 (95) (116) ---------- ---------- ---------- ---------- Net loss before deferred income tax benefit and minority interest (2,728) (1,788) (9,533) (8,741) Deferred income tax benefit 3,360 2,222 3,360 2,222 ---------- ---------- ---------- ---------- Net loss before minority interest 632 434 (6,173) (6,519) Minority interest (235) (91) 320 1,299 ---------- ---------- ---------- ---------- Net income (loss) from continuing operations 397 343 (5,853) (5,220) Discontinued operations: Loss from operations (560) (719) (2,110) (2,574) Gain (loss) on sale of discontinued operations 3,900 - 7,895 (2,298) Income tax (expense) benefit (2,198) 985 (2,198) 985 ---------- ---------- ---------- ---------- Income (loss) income from discontinued operations: 1,142 266 3,587 (3,887) ---------- ---------- ---------- ---------- Net income (loss) $1,539 $609 $(2,266) $(9,107) ========== ========== ========== ========== Basic and diluted per share data: Net income (loss) from continuing operations $0.28 $0.23 $(4.02) $(3.37) Income (loss) from discontinued operations 0.81 0.17 2.46 (2.50) ---------- ---------- ---------- ---------- Net income (loss) $1.09 $0.40 $(1.56) $(5.87) ========== ========== ========== ========== Basic weighted average shares used 1,410,670 1,534,846 1,457,079 1,551,189 December 31, December 31, 2005 2004 ------------ ------------ Real estate held for investment, net $126,711 $130,630 Cash 300 589 Total assets 169,185 187,545 Notes payable, net of premiums 114,543 113,230 Total liabilities 155,035 170,626 Total stockholders' equity 9,014 11,427 CONTACT: American Spectrum Realty, Inc., Houston William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----