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| AQQ > SEC Filings for AQQ > Form 10-Q on 16-Nov-2009 | All Recent SEC Filings |
16-Nov-2009
Quarterly Report
aggressively pursue third party management and leasing opportunities in the
Company's core markets of California, Texas and Arizona.
The Company intends to continue to seek to acquire additional properties in core
markets and further reduce its non-core assets while focusing on an aggressive
leasing program during 2009.
CRITICAL ACCOUNTING POLICIES
The major accounting policies followed by the Company are listed in Note 2 -
Summary of Significant Accounting Policies - of the Notes to the Consolidated
Condensed Financial Statements. The consolidated condensed financial statements
of the Company are prepared in accordance with accounting principles generally
accepted in the United States of America, which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the results of operations during the reporting
period. Actual results could differ materially from those estimates.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
condensed financial statements:
Investment in Real Estate Assets
Rental properties are stated at cost, net of accumulated depreciation, unless
circumstances indicate that cost, net of accumulated depreciation, cannot be
recovered, in which case the carrying value of the property is reduced to
estimated fair value. Estimated fair value (i) is based upon the Company's plans
for the continued operation of each property and (ii) is computed using
estimated sales price, as determined by prevailing market values for comparable
properties and/or the use of capitalization rates multiplied by annualized net
operating income based upon the age, construction and use of the building. The
fulfillment of the Company's plans related to each of its properties is
dependent upon, among other things, the presence of economic conditions which
will enable the Company to continue to hold and operate the properties prior to
their eventual sale. Due to uncertainties inherent in the valuation process and
in the economy, the actual results of operating and disposing of the Company's
properties could be materially different than current expectations.
Depreciation is provided using the straight-line method over the useful lives of
the respective assets. The useful lives are as follows:
Building and Improvements 5 to 40 years
Tenant Improvements Term of the related lease
Furniture and Equipment 3 to 5 years
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Allocation of Purchase Price of Acquired Assets
Upon acquisitions of real estate, the Company assesses the fair value of
acquired tangible and intangible assets (including land, buildings, tenant
improvements, above and below market leases, origination costs, acquired
in-place leases, other identified intangible assets and assumed liabilities),
and allocates the purchase price to the acquired assets and assumed liabilities.
The Company also considers an allocation of purchase price of other acquired
intangibles, including acquired in-place leases.
The Company evaluates acquired "above and below" market leases at their fair
value (using a discount rate which reflects the risks associated with the leases
acquired) equal to the difference between (i) the contractual amounts to be paid
pursuant to each in-place lease and (ii) management's estimate of fair market
lease rates for each corresponding in-place lease, measured over a period equal
to the remaining term of the lease for above-market leases and the initial term
plus the term of any below-market fixed rate renewal options for below-market
leases.
Sales of Real Estate Assets
Gains on property sales are recognized in full when real estate is sold,
provided (i) the gain is determinable, that is, the collectibility of the sales
price is reasonably assured or the amount that will not be collectible can be
estimated, and (ii) the earnings process is virtually complete, that is, the
Company is not obligated to perform significant activities after the sale to
earn the gain. Losses on property sales are recognized immediately.
RESULTS OF OPERATIONS
Discussion of the three months ended September 30, 2009 and 2008.
The following table shows a comparison of rental revenues and certain expenses
for the quarter ended:
September 30, September 30, Variance
2009 2008 $ %
Rental revenue $ 8,498,000 $ 9,082,000 $ (584,000 ) (6.4 %)
Operating expenses:
Property operating expenses 4,417,000 4,958,000 (541,000 ) (10.9 %)
General and administrative 1,002,000 854,000 148,000 17.3 %
Depreciation and amortization 3,773,000 3,686,000 87,000 2.4 %
Interest expense 3,470,000 3,501,000 (31,000 ) (0.9 %)
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Rental revenue. Rental revenue decreased $584,000, or 6.4%, for the three months
ended September 30, 2009 in comparison to the three months ended September 30,
2008. The decrease was in large part attributable to a rise in rent concessions
and a decrease in lease termination revenue. The decrease was also due to a
decrease in occupancy. The rise in rent concessions and decrease in occupancy
was partially attributable to Hurricane Ike, which affected the operations of
the Company's Houston area properties in September 2008. The Company expects to
recover the lost revenue from its insurance carrier. The weighted average
occupancy of the Company's properties was 83% as of September 30, 2009 compared
to 85% as of September 30, 2008.
Property operating expenses. Property operating expenses decreased by $541,000,
or 10.9%, for the three months ended September 30, 2009 in comparison to the
three months ended September 30, 2008. During the third quarter of 2008, the
Company accrued a $500,000 liability for damages related to Hurricane Ike. The
accrual represents the Company's aggregate insurance deductible related to this
matter. The decrease was also attributable to a decrease in repair and
maintenance expenses of $38,000 and utility costs of $31,000 incurred during the
quarter ended September 30, 2009 when compared to the quarter ended
September 30, 2008.
General and administrative. General and administrative costs increased by
$148,000, or 17.3%, for the three months ended September 30, 2009 in comparison
to the three months ended September 30, 2008. The increase was primarily due to
an increase in consulting costs related to business development. The increase
was also attributable to an increase in professional fees, principally legal and
accounting.
Depreciation and amortization. Depreciation and amortization expense increased
$87,000, or 2.4%, for the three months ended September 30, 2009 in comparison to
the three months ended September 30, 2008. The increase was primarily due to the
depreciation of additional capital improvements and the amortization of
additional capitalized lease costs incurred in 2009 and 2008.
Interest expense. Interest expense decreased $31,000, or 0.9%, for the three
months ended September 30, 2009 in comparison to the three months ended
September 30, 2008. The decrease was attributable to a decrease in interest
rates on several variable rate loans and an overall decrease in principal
balances.
Income taxes. The Company recognized a deferred income tax benefit of $1,447,000
for the three months ended September 30, 2009, compared to $1,376,000 for the
three months ended September 30, 2008. The increase in deferred income tax
benefit for the three months ended September 30, 2009 corresponds to the
increase in loss for the quarter, in comparison to the three months ended
September 30, 2008.
Noncontrolling interests. The share of loss attributable to noncontrolling
interests was $314,000 for the three months ended September 30, 2009, compared
to $323,000 for the three months ended September 30, 2008. The noncontrolling
interests include i) unit holders in the Operating Partnership (other than the
Company) that currently hold an approximate 12% partnership interest in the
Operating Partnership as limited partners and ii) a 49% interest in two of the
Company's single purpose limited partnerships owned by a third party, each of
which owns an income-producing property. The 49% interest was sold in
September 30, 2009.
Discussion of the nine months ended September 30, 2009 and 2008.
The following table shows a comparison of rental revenues and certain expenses
for the nine months ended:
September 30, September 30, Variance
2009 2008 $ %
Rental revenue $ 25,880,000 $ 26,164,000 $ (284,000 ) (10.9 %)
Operating expenses:
Property operating expenses 12,681,000 12,740,000 (59,000 ) (0.5 %)
General and administrative 2,896,000 2,735,000 162,000 5.9 %
Depreciation and amortization 11,292,000 10,474,000 818,000 7.8 %
Interest expense 10,265,000 9,968,000 297,000 3.0 %
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Rental revenue. Rental revenue decreased by $284,000, or 10.9%, for the nine
months ended September 30, 2009 in comparison to the nine months ended
September 30, 2008. Rental revenue attributable to properties owned for the full
nine months ended September 30, 2009 and September 30, 2008 decreased by
$1,194,000. The decrease was in large part due attributable to a rise in rent
concessions and a decrease in lease termination revenue. The decrease was also
due to a decrease in occupancy. The rise in rent concessions and decrease in
occupancy was partially attributable to Hurricane Ike, which affected the
operations of the Company's Houston area properties in September 2008. The
Company expects to recover the lost revenue from its insurance carrier.
Occupancy, on a weighted average basis, decreased from 85% at September 30, 2008
to 83% at September 30, 2009. The decrease in rental revenue from properties
owned for the full nine months ended September 30, 2009 and September 30, 2008
was partially offset by rental revenue of $910,000 generated from the office
property acquired in April 2008.
Property operating expenses. Property operating expenses were relatively
unchanged decreasing by $59,000, or 0.5%, for the nine months ended
September 30, 2009 in comparison to the nine months ended September 30, 2008.
During the third quarter of 2008, the Company accrued a $500,000 liability for
damages related to Hurricane Ike. The accrual represents the Company's insurance
aggregate insurance deductible related to this matter. Repair and maintenance
costs also decreased during the third quarter of 2009. The decrease was mostly
offset by an increase in property operating expenses of $627,000 attributable to
the office property acquired in 2008.
General and administrative. General and administrative costs increased $162,000,
or 5.9%, for the nine months ended September 30, 2009 in comparison to the nine
months ended September 30, 2008. The increase was principally due to $340,000
increase in consulting cost related to business development. The increase was
partially offset by a decrease in corporate staffing costs and IT related
expenditures.
Depreciation and amortization. Depreciation and amortization expense increased
$818,000, or 7.8%, for the nine months ended September 30, 2009 in comparison to
the nine months ended September 30, 2008. The increase was principally
attributable to additional depreciation and amortization of $335,000 related to
the acquisition of the office property in 2008. The remainder of the increase
was due to the depreciation of additional capital improvements and the
amortization of capitalized lease costs associated with properties owned for the
full nine months ended September 30, 2009 and September 30, 2008.
Interest expense. Interest expense increased $297,000, or 3.0%, for the nine
months ended September 30, 2009 in comparison to the nine months ended
September 30, 2008. The increase was primarily due to additional interest
expense of $437,000 attributable to the office property acquired in 2008. The
increase was partially offset by a reduction in interest expense of $176,000
related to other debt. The decrease in
interest expense related to other debt was due to a decrease in interest rates
on several variable rate loans and an overall decrease in principal balances.
Income taxes. The Company recognized a deferred income tax benefit from
continuing operations of $3,933,000 for the nine months ended September 30,
2009, compared to $3,389,000 for the nine months ended September 30, 2008. The
increase in deferred income tax benefit for the nine months ended September 30,
2009 corresponds to the increase in loss from continuing operations for the
period, in comparison to the nine months ended September 30, 2008.
Noncontrolling interests. The share of loss attributable to noncontrolling
interests was $856,000, for the nine months ended September 30, 2009, compared
to $706,000 for the nine months ended September 30, 2008. The noncontrolling
interests represent i) unit holders in the Operating Partnership (other than the
Company) that currently hold an approximate 12% partnership interest in the
Operating Partnership as limited partners and ii) a 49% interest in two of the
Company's single purpose limited partnerships owned by a third party, each of
which owns an income-producing property. The 49% interest was sold during in
September 30, 2009.
Discontinued operations. The Company recorded income from discontinued
operations of $725,000 for the nine months ended September 30, 2008. The income
for the nine months ended September 30, 2008 includes the operating results and
gain on sale of Columbia, a 58,783 square foot retail center located in
Columbia, South Carolina, which was sold in March 2008. The Company had no
income or loss from discontinued operations for the nine months ended
September 30, 2009.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 2009, the Company derived cash primarily from
the collection of rents, borrowings, proceeds from the partial sale of
consolidated partnership interests and insurance claim proceeds related to
Hurricane Ike and a fire at one of its Houston area properties. Major uses of
cash included payments for capital improvements to real estate assets, primarily
for tenant improvements, payment of operational expenses, payment for damages
related to the hurricane and fire, repayment of borrowings and scheduled
principal and interest payments on borrowings.
The Company reported a net loss attributable to American Spectrum Realty, Inc.
of $6,316,000 for the nine months ended September 30, 2009 compared to a net
loss attributable to American Spectrum Realty, Inc. of $4,771,000 for the nine
months ended September 30, 2008. These results include the following non-cash
items:
Nine Months Ended
September 30,
2009 2008
Non-Cash Items:
Depreciation and amortization expense $ 11,292 $ 10,497
Income tax benefit (3,933 ) (2,968 )
Deferred rental income (330 ) (298 )
Noncontrolling interests (856 ) (706 )
Stock-based compensation expense 69 50
Amortization of loan premium (19 ) (34 )
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Net cash used in operating activities amounted to $578,000 for the nine months ended September 30, 2009. The net cash represented $93,000 generated by property operations and by an increase in net operating assets and liabilities of $485,000. Net cash provided by operating activities amounted to $507,000 for the nine months ended September 30, 2008. The net cash provided by operating activities included $629,000 generated by property operations, partially offset by an increase in net operating assets and liabilities of $122,000. Net cash used in investing activities amounted to $826,000 for the nine months ended September 30, 2009. Cash of $1,785,000 was used for capital expenditures, primarily tenant improvements. The Company received insurance proceeds of $2,700,000 related to its hurricane and fire claims and paid $1,741,000 for
damages related to the hurricane and fire. Net cash used in investing activities
amounted to $17,322,000 for the nine months ended September 30, 2008. Cash of
$17,250,000 was used to acquire one office property and $3,086,000 was used for
capital expenditures, primarily tenant improvements. This amount was reduced by
proceeds of $3,014,000 received from the sale of Columbia during the period.
Net cash provided by financing activities amounted to $1,286,000 for the nine
months ended September 30, 2009, which included the repayment of borrowings of
$3,524,000 and scheduled principal payments on debt of $2,215,000. This amount
was partially offset by new borrowings of $3,105,000. Net cash provided by
financing activities amounted to $17,388,000 for the nine months ended
September 30, 2008, which included $16,950,000 in new borrowings related to the
acquisition of an office property, $470,000 from other borrowings and $3,565,000
from the release of restricted cash. This amount was reduced by the repayment of
borrowings on the sale of Columbia of $2,218,000, scheduled principal payments
of $1,250,000 and other principal repayments of $150,000.
The current credit crisis, related turmoil in the global financial system and
the recent downturn in the United States economy are impacting the Company's
liquidity and capital resources. The continuation of the credit crisis and/or
economic downturn could adversely affect the Company's business in a number of
ways, including effects on its ability to met its financial obligations, obtain
new mortgages, to refinance current debt and to sell properties.
In general, the Company expects to meet its short-term liquidity requirements
for normal operating expenses from cash generated by operations. In addition,
the Company anticipates generating proceeds from borrowing activities, property
sales and/or equity offerings to provide funds for payments of certain accounts
payables, consisting primarily of tenant improvements and capital improvements
on properties. As of September 30, 2009, amounts in accounts payable over
90 days totaled $2,690,000. Also, the Company expects to incur capital costs
related to leasing space and making improvements to properties provided the
estimated leasing of space is completed. The Company anticipates meeting these
obligations with the use of funds held in escrow by lenders, proceeds from
property sales and borrowing activities. There can be no assurance, however,
that these activities will occur. If these activities do no occur, the Company
will not have sufficient cash to meet its obligations.
The Company has loans totaling $28,951,000, maturing over the next twelve
months. One of these loans, with a balance of $17,170,000 as of September 30,
2009, contains two one-year extension options. The extension options are
contingent upon satisfaction of certain terms and conditions required by the
lender. Because of uncertainties with the current credit crisis, the Company's
current debt level and the Company's historical losses there can be no
assurances as to the Company's ability to obtain funds necessary for the
refinancing of its maturing debts. If refinancing transactions are not
consummated, the Company will seek extensions and/or modifications from existing
lenders. If these refinancings or extensions do not occur, the Company will not
have sufficient cash to meet its obligations.
The Company is not in compliance with a debt covenant on a mortgage loan secured
by one of its office properties located in Houston, Texas. The debt covenant
requires the Company to maintain a minimum tangible book net worth as defined in
the debt agreement. In the event the lender elects to enforce the non-compliance
matter, the Company will attempt to negotiate a revision to the loan covenant.
If a refinance of the loan becomes necessary, the Company believes it could
obtain a new mortgage loan for an amount in excess of the current debt balance
and prepayment costs associated with the current loan.
FUNDS FROM OPERATIONS
The Company believes that funds from operations ("FFO") is a useful supplemental
measure of its operating performance. The Company computed FFO in accordance
with standards established by the White Paper on FFO approved by the Board of
Governors of the National Association of Real Estate Investment Trusts
("NAREIT") in April 2002. The White Paper defines FFO as net income or loss
computed in accordance with GAAP, excluding extraordinary items, as defined by
GAAP, and gains and losses from sales of depreciable operating property plus
real estate-related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Company believes that FFO is
helpful to investors as a measure of performance of the Company because, along
with cash flow from operating activities, FFO provides investors with an
indication of our ability to incur and service debt, to
make capital expenditures and to fund other cash needs. FFO is a non-GAAP
financial measure. FFO does not represent net income or cash flows from
operations, as defined by GAAP, and should not be considered as an alternative
to net income (determined in accordance with GAAP) as an indicator of the
Company's operating performance or as an alternative to cash flows from
operating, investing and financing activities (determined in accordance with
GAAP) as a measure of liquidity. FFO does not necessarily indicate that cash
flows will be sufficient to fund all of the Company's cash needs, including
principal amortization, capital improvements and distributions to stockholders.
Further, FFO as disclosed by other companies may not be comparable to the
Company's calculation of FFO.
The following table sets forth the Company's calculation of FFO for the nine
months ended September 30, 2009 and 2008 (in thousands):
Nine Months Ended Nine Months Ended
September 30, 2009 September 30, 2008
Net loss attributable to the Company $ (6,316 ) $ (4,771 )
Depreciation and amortization from discontinued operations - 23
Net income from discontinued operations - (725 )
Deferred income tax benefit (3,933 ) (3,389 )
Net loss attributable to noncontrolling interests (856 ) (706 )
Depreciation and amortization 11,292 10,474
FFO $ 187 $ 906
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INFLATION
Substantially all of the leases at the industrial and retail properties provide
for pass-through to tenants of certain operating costs, including real estate
taxes, common area maintenance expenses, and insurance. Leases at the office
properties typically provide for rent adjustment and pass-through of increases
in operating expenses during the term of the lease. All of these provisions may
permit the Company to increase rental rates or other charges to tenants in
response to rising prices and therefore, serve to reduce the Company's exposure
to the adverse effects of inflation.
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
and Exchange Act of 1934. These forward-looking statements are based on
management's beliefs and expectations, which may not be correct. Important
factors that could cause actual results to differ materially from the
. . .
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