-----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, AI9fIPjwez8zCtJn9bRNukjTWrYwAhYWs8TeU+yydBQTFCjmSOFntRKc2q1O1VPa yej+qlezeEaa8LcYYmrGfg== 0001157523-07-004942.txt : 20070510 0001157523-07-004942.hdr.sgml : 20070510 20070510090016 ACCESSION NUMBER: 0001157523-07-004942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 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: 07835012 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 a5398981.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 May 10, 2007 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 10, 2007, 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 10, 2007 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 10, 2007 EX-99.1 2 a5398981-ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 American Spectrum Realty Reports First Quarter Results Rental Revenue Increased 30% for Quarter HOUSTON--(BUSINESS WIRE)--May 10, 2007--American Spectrum Realty, Inc. ("the Company") (AMEX:AQQ), a real estate investment and management company located in Houston, Texas, announced today its results for the first quarter of 2007. Rental revenue increased $1.7 million, or 30.2%, for the three months ended March 31, 2007 in comparison to the three months ended March 31, 2006. This increase was attributable to revenue generated from seven office properties acquired during 2006 in addition to $288,000 in greater revenues from properties owned for the full three months ended March 31, 2007 and March 31, 2006 ("Same Properties"). This increase in Same Properties revenue was primarily due to an increase in occupancy. All of the acquired properties are located in Texas, one of the Company's core-markets. The weighted average occupancy of properties held for investment increased from 87% at March 31, 2006 to 91% at March 31, 2007. Rental revenue from the acquired properties was included in the Company's results since their respective dates of acquisition. The loss from continuing operations for the three months ended March 31, 2007 was $1.1 million compared to a loss of $2.1 million for the three months ended March 31, 2006. The loss recorded during the three months ended March 31, 2007 included the effect of a deferred income tax benefit of $0.7 million. Due to the uncertainty whether the Company would elect REIT status and due to the uncertainly of gains and losses that would be recognized on property sales, no tax provision was recorded during the interim period in the prior year. In May 2006, the Company determined that it would not elect to be treated as a real estate investment trust ("REIT"), as defined under the Internal Revenue Code of 1986, as amended, and, with approval of its stockholders, amended its charter to eliminate certain stock ownership restrictions. The effect of this amendment was to preclude the Company from making a REIT election. Net loss for the quarter ended March 31, 2007 was $1.1 million, or $0.83 per share, compared to net income of $17.2 million, or $12.37 per share, for the first quarter of 2006. The net income recorded during the three months ended March 31, 2006 was primarily attributable to income from discontinued operations of $19.3 million, which included a gain on the sale of three properties. The Company had no income or losses from discontinued operations for the three months ended March 31, 2007. American Spectrum Realty, Inc. is a real estate investment and management company that owns 29 office, industrial and retail properties aggregating over 2.5 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) (Unaudited) Three Months Ended March 31, --------------------- 2007 2006 ---------- ---------- REVENUES: Rental revenue $7,264 $5,577 Interest and other income 37 74 ---------- ---------- Total revenues 7,301 5,651 ---------- ---------- EXPENSES: Property operating expense 3,003 2,496 General and administrative 727 920 Depreciation and amortization 2,976 2,461 Interest expense 2,598 2,185 ---------- ---------- Total expenses 9,304 8,062 ---------- ---------- Loss from continuing operations before deferred income tax benefit and minority interest (2,003) (2,411) Deferred income tax benefit 692 - ---------- ---------- Loss from continuing operations before minority interest (1,311) (2,411) Minority interest (share from continuing operations) 174 321 ---------- ---------- Loss from continuing operations (1,137) (2,090) Discontinued operations: Loss from discontinued operations - (65) Gain on sale of discontinued operations - 22,349 Minority interest - (2,968) ---------- ---------- Income from discontinued operations - 19,316 ---------- ---------- Net (loss) income $(1,137) $17,226 ========== ========== Basic and diluted per share data: Loss from continuing operations $(0.83) $(1.50) Income from discontinued operations - 13.87 ---------- ---------- Net (loss) income $(0.83) $12.37 ========== ========== Basic weighted average shares used 1,376,804 1,392,089 March 31, December 31, 2007 2006 ------------- ------------ Real estate held for investment, net of accumulated depreciation $172,182 $172,813 Cash 817 1,166 Total assets 187,533 190,182 Notes payable, net of premiums 155,228 155,036 Total liabilities 167,639 168,798 Total stockholders' equity 14,145 15,339 CONTACT: American Spectrum Realty, Inc., Houston Chairman, President and CEO William J. Carden, 713-706-6200 -----END PRIVACY-ENHANCED MESSAGE-----