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| AQQ > SEC Filings for AQQ > Form 10-Q/A on 8-Oct-2008 | All Recent SEC Filings |
8-Oct-2008
Quarterly Report
2008, the Company sold Columbia, one of the Company's non-core properties.
Columbia is a 58,783 square foot retail center located in Columbia, South
Carolina. During 2007, the Company acquired a 400,000 square foot industrial
park and two retail properties aggregating 76,000 square feet. All three
properties acquired in 2007 are located in Houston, Texas. No properties were
sold during 2007. The property acquisitions are part of the Company's strategy
to acquire value-added real estate in its core markets of Texas, California and
Arizona.
The properties held for investment by the Company were 88% occupied at June 30,
2008 and June 30, 2007. The Company continues to aggressively pursue prospective
tenants to increase its occupancy, which if successful, should have the effect
of improving operational results.
In the accompanying financial statements, the results of operations for Columbia
are shown in the section "Discontinued operations". Columbia was classified as
"Real estate held for sale" at December 31, 2007. As such, the revenues and
expenses reported for the periods presented exclude results from properties sold
or classified as held for sale. The following discussion and analysis of the
financial condition and results of operations of the Company should be read in
conjunction with the consolidated financial statements of the Company, including
the notes thereto, included in Item 1.
The Company intends to continue to seek to acquire additional properties in its
core markets of Texas, California and Arizona and further reduce its non-core
assets while focusing on an aggressive leasing program during 2008.
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
Financial Statements. The consolidated financial statements of the Company are
prepared in accordance with accounting principles generally accepted in the
United States of America, which require 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
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 in accordance with SFAS No. 141, Business
Combinations), 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 accounted for in accordance with the provisions of
SFAS No. 66, Accounting for Sales of Real Estate. Gains 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 June 30, 2008 and 2007.
The following table shows a comparison of rental revenues and certain expenses
for the quarter ended:
June 30, June 30, Variance
2008 2007 $ %
Rental revenue $ 8,778,000 $ 7,822,000 $ 956,000 12.2 %
Operating expenses:
Property operating expenses 4,216,000 3,296,000 920,000 27.9 %
General and administrative 1,025,000 955,000 70,000 7.3 %
Depreciation and amortization 3,550,000 3,092,000 458,000 14.8 %
Interest expense 3,362,000 3,078,000 284,000 9.2 %
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Rental revenue. Rental revenue increased $956,000, or 12.2%, for the three
months ended June 30, 2008 in comparison to the three months ended June 30,
2007. This increase was primarily attributable to $654,000 in revenue generated
from one office property acquired during the second quarter of 2008 and two
retail properties and one industrial property acquired during the second quarter
of 2007. Greater revenues from properties owned for the full three months ended
June 30, 2008 and June 30, 2007 accounted for the remaining increase of
$302,000. The increase in revenue from the properties owned for the full three
months ended June 30, 2008 and June 30, 2007 was primarily due to increases in
rental rates and lease termination revenue. The increase was also attributable
to a reduction in rent concessions. The weighted average occupancy of the
Company's properties was 88% as of June 30, 2008.
Property operating expenses. Property operating expenses increased by $920,000,
or 27.9%, for the three months ended June 30, 2008 in comparison to the three
months ended June 30, 2007. The increase was partially due to operating expenses
of $410,000 related to the four acquired properties mentioned above. Property
operating expenses on properties owned for the full three months ended June 30,
2008 and 2007 accounted for the remaining increase of $510,000. This increase
was in large part attributable to higher electricity rates and an increase in
repairs and maintenance costs when compared to the same period in the prior
year. The increase was also due to a increase in bad debt expense incurred
during the period.
General and administrative. General and administrative costs increased $70,000,
or 7.3%, for the three months ended June 30, 2008 in comparison to the three
months ended June 30, 2007. The increase was principally due to professional
fees incurred during the second quarter of 2008 related to a potential
investment opportunity. The increase was also attributable to an increase in
other professional fees, primarily accounting and tax.
Depreciation and amortization. Depreciation and amortization expense increased
$458,000, or 14.8%, for the three months ended June 30, 2008 in comparison to
the three months ended June 30, 2007. The increase was principally attributable
to depreciation and amortization of $427,000 related to the acquired properties
mentioned above. The increase was also due to the depreciation of additional
capital improvements and amortization of capitalized lease costs incurred
between periods.
Interest expense. Interest expense increased $284,000, or 9.2%, for the three
months ended June 30, 2008 in comparison to the three months ended June 30,
2007. The increase was primarily due to interest expense associated with the
acquired properties mentioned above of $212,000. The increase was also due to
the write-off of a loan premium on one of the Company's loans refinanced in July
2007, which also contributed to the increase in interest expense. The loan
premium, which had an unamortized balance of $1,123,000 at the time of the
refinance, was amortized as an offset to interest expense during the three
months ended June 30, 2007.
Income taxes. The Company recognized a deferred income tax benefit from
continuing operations of $1,165,000 for the three months ended June 30, 2008,
compared to $1,092,000 for the three months ended June 30, 2007. The increase in
deferred income tax benefit for the second quarter of 2008 corresponds to the
increase in loss from continuing operations for the second quarter of 2008, in
comparison to the second quarter of 2007.
Minority interest. The share of loss from continuing operations for the three
months ended June 30, 2008 for the holders of OP Units was $280,000, compared to
a share of loss of $193,000 for the three months ended June 30, 2007. The
minority interest represents the approximate 13% interest in the Operating
Partnership not held by the Company.
Discussion of the six months ended June 30, 2008 and 2007.
The following table shows a comparison of rental revenues and certain expenses
for the six months ended:
June 30, June 30, Variance
2008 2007 $ %
Rental revenue $ 17,042,000 $ 15,001,000 $ 2,041,000 13.6 %
Operating expenses:
Property operating expenses 7,744,000 6,285,000 1,459,000 23.2 %
General and administrative 1,881,000 1,682,000 199,000 11.8 %
Depreciation and amortization 6,788,000 6,036,000 752,000 12.5 %
Interest expense 6,467,000 5,636,000 831,000 14.7 %
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Rental revenue. Rental revenue increased $2,041,000, or 13.6%, for the six
months ended June 30, 2008 in comparison to the six months ended June 30, 2007.
This increase was primarily attributable to $1,258,000 in revenue generated from
one office property acquired during the second quarter of 2008 and two retail
properties and one industrial property acquired during the second quarter of
2007. Greater revenues from properties owned for the full six months ended
June 30, 2008 and June 30, 2007 accounted for the remaining increase of
$783,000. The increase in revenue from the properties owned for the full six
months ended June 30, 2008 and June 30, 2007 was primarily due to increases in
rental rates and a reduction in rent concessions. The increase was also
attributable to higher lease termination revenue. The increase was partially
offset by a decrease in occupancy, which on a weighted average basis decreased
from 89% for the six months ended June 30, 2007 to 86% for the six months ended
June 30, 2008. The weighted average occupancy of the Company's properties was
88% as of June 30, 2008.
Property operating expenses. Property operating expenses increased by
$1,459,000, or 23.2%, for the six months ended June 30, 2008 in comparison to
the six months ended June 30, 2007. The increase was partially due to operating
expenses of $738,000 related to the four acquired properties mentioned above.
Property operating expenses on properties owned for the full six months ended
June 30, 2008 and 2007 accounted for the remaining increase of $721,000. This
increase was partially attributable to an increase in
repairs and maintenance costs and electricity rates. The increase was also due
to an increase in bad debt expense incurred during the period. Furthermore, real
estate taxes rose as a result of an increase in the assessed value of several of
the Company's properties.
General and administrative. General and administrative costs increased $199,000,
or 11.8%, for the six months ended June 30, 2008 in comparison to the six months
ended June 30, 2007. The increase was partially due to professional fees
incurred during the second quarter of 2008 related to a potential investment
opportunity. The increase was also attributable to an increase other
professional fees, primarily accounting and tax. Compensation costs were also
increased during the period in comparison to the same period in the prior year.
Depreciation and amortization. Depreciation and amortization expense increased
$752,000, or 12.5%, for the six months ended June 30, 2008 in comparison to the
six months ended June 30, 2007. The increase was principally attributable to
depreciation and amortization of $795,000 related to the acquired properties
mentioned above. The increase was partially offset by a reduction in
depreciation and amortization attributable to fully depreciated tenant
improvements and amortized lease costs associated with properties owned for the
full six months ended June 30, 2008 and 2007.
Interest expense. Interest expense increased $831,000, or 14.7%, for the six
months ended June 30, 2008 in comparison to the six months ended June 30, 2007.
The increase was primarily due to interest expense associated with the acquired
properties mentioned above of $616,000. The increase was also due to the
write-off of a loan premium on one of the Company's loans refinanced in July
2007, which accounted for $194,000 of the increase in interest expense. The loan
premium, which had an unamortized balance of $1,123,000 at the time of the
refinance, was amortized as an offset to interest expense during the six months
ended June 30, 2007.
Income taxes. The Company recognized a deferred income tax benefit from
continuing operations of $2,013,000 for the six months ended June 30, 2008,
compared to $1,784,000 for the six months ended June 30, 2007. The increase in
deferred income tax benefit for the six months ended June 30, 2008 corresponds
to the increase in loss from continuing operations for the six months ended
June 30 2008, in comparison to the six months ended June 30, 2007.
Minority interest. The share of loss from continuing operations for the six
months ended June 30, 2008 for the holders of OP Units was $477,000, compared to
a share of loss of $367,000 for the six months ended June 30, 2007. The minority
interest represents the approximate 13% interest in the Operating Partnership
not held by the Company.
Discontinued operations. The Company recorded income from discontinued
operations of $631,000 for the six months ended June 30, 2008 compared to a loss
of $11,000 for the six months ended June 30, 2007. The income for the six months
ended June 30, 2008 includes the operating results and gain on sale of Columbia.
Columbia, a 58,783 square foot retail center located in Columbia, South
Carolina, was sold in March 2008. The loss for the six months ended June 30,
2007 represents Columbia's results of operations for the period.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 2008, the Company derived cash primarily from the
collection of rents, proceeds from borrowings, the sale of a property and the
release of restricted cash. Major uses of cash included the acquisition of one
property, payments for capital improvements to real estate assets, primarily for
tenant improvements, payment of operational expenses, repayment of borrowings
and scheduled principal payments on borrowings.
The Company reported a net loss of $2,587,000 for the six months ended June 30, 2008 compared to a net loss of $2,440,000 for the six months ended June 30, 2007. These results include the following non-cash items:
Six Months Ended June 30,
2008 2007
Non-Cash Items:
Depreciation and amortization expense $ 6,810 $ 6,102
Income tax benefit (1,592 ) (1,860 )
Deferred rental income (260 ) (284 )
Minority interest (383 ) (369 )
Stock-based compensation expense 30 21
Amortization of loan premiums (23 ) (218 )
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Net cash used in operating activities amounted to $331,000 for the six months
ended June 30, 2008. The net cash used in operating activities consisted of a
net increase in operating assets and liabilities of $1,185,000, partially offset
by $854,000 generated by property operations. Net cash provided by operating
activities amounted to $1,573,000 for the six months ended June 30, 2007. The
net cash provided by operating activities consisted of $952,000 generated by
property operations and $621,000 attributable to a net decrease in operating
assets and liabilities.
Net cash used in investing activities amounted to $16,098,000 for the six months
ended June 30, 2008. Cash of $17,250,000 was used to acquire one office property
and $1,862,000 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 used in investing activities amounted to
$28,375,000 for the six months ended June 30, 2007. Cash of $26,108,000 was used
to acquire two retail properties and an industrial property. In addition, cash
of $2,267,000 was used for capital expenditures, primarily tenant improvements.
Net cash provided by financing activities amounted to $17,640,000 for the six
months ended June 30, 2008, which included $16,950,000 in new borrowings related
to the acquisition of an office property, $300,000 from an additional borrowing
on an unsecured loan 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 $829,000 and other principal
repayments of $150,000. Net cash provided by financing activities amounted to
$26,413,000 for the six months ended June 30, 2007. Proceeds from borrowings
totaled $12,125,000, which included a $6,400,000 new loan on an office property
located in Houston, Texas. Other borrowings of $23,422,000 were obtained
primarily to assist with the acquisition costs associated with three properties
acquired during 2007. Repayment of borrowings related to refinances amounted to
$8,067,000 and scheduled principal payments amounted to $869,000 for the six
months ended June 30, 2007.
The Company expects to meet its short-term liquidity requirements for normal
property operating expenses and general and administrative expenses from cash
generated by operations. In addition, 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 cash currently held, the use of funds held in escrow by
lenders, proceeds from the sale of assets and refinancing activities. There can
be no assurance, however, that these activities will occur. If these activities
do not occur, the Company will not have sufficient cash to meet its obligations
if all leasing projections are met.
The Company has loans totaling $11,955,000, maturing over the next twelve
months, of which $10,605,000 is secured and $1,350,000 is unsecured. One of the
secured loans, with a balance of $2,500,000, contains an option to extend
maturity for two six-month terms. Based on uncertainties with the current credit
market and the Company's historical losses and current debt level, 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 do not occur, the Company will not have
sufficient cash to meet its obligations.
The Company has a $2,000,000 line of credit available if needed. The entire line
was available to the Company as of June 30, 2008. The line of credit expires in
April 2009. The line can be extended from time to time if mutually agreed upon
by the lender and the Company.
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.
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
expectations reflected in these forward-looking statements include the
following: the Company's level of indebtedness and ability to refinance its
debt; the fact that the Company's predecessors have had a history of losses in
the past; unforeseen liabilities which could arise as a result of the prior
operations of companies acquired in the 2001 consolidation transaction; risks
inherent in the Company's acquisition and development of properties in the
future, including risks associated with the Company's strategy of investing in
under-valued assets; general economic, business and market conditions, including
the impact of the current economic downturn; changes in federal and local laws,
and regulations; increased competitive pressures; and other factors, including
the factors set forth below, as well as factors set forth elsewhere in this
Report on Form 10-Q.
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