|
Quotes & Info
|
| AQQ > SEC Filings for AQQ > Form 10-Q on 12-May-2009 | All Recent SEC Filings |
12-May-2009
Quarterly Report
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
|
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 March 31, 2009 and 2008.
The following table shows a comparison of rental revenues and certain expenses
for the quarter ended:
March 31, March 31, Variance
2009 2008 $ %
Rental revenue $ 8,891,000 $ 8,264,000 $ 627,000 7.6 %
Operating expenses:
Property operating expenses 4,108,000 3,528,000 580,000 15.8 %
General and administrative 870,000 856,000 14,000 1.6 %
Depreciation and amortization 3,712,000 3,238,000 474,000 14.6 %
Interest expense 3,371,000 3,105,000 266,000 8.6 %
|
Rental revenue. Rental revenue increased $627,000, or 7.6%, for the three months
ended March 31, 2009 in comparison to the three months ended March 31, 2009.
This increase was in large part attributable to $818,000 in revenue generated
from an office property acquired during the second quarter of 2008. The increase
was partially offset by a decrease in revenues from properties owned for the
full three months ended March 31, 2009 and March 31, 2008 of $191,000. The
decrease in revenue from the properties owned for the full three months ended
March 31, 2009 and March 31, 2008 was primarily due to a rise in rent
concessions and a decrease in lease termination revenue for the quarter ended
March 31, 2009 in comparison to the quarter ended March 31, 2008.
Property operating expenses. Property operating expenses increased by $580,000,
or 15.8%, for the three months ended March 31, 2009 in comparison to the three
months ended March 31, 2008. The increase was partially due to operating
expenses of $367,000 related to the acquired property mentioned above. Property
operating expenses on properties owned for the full three months ended March 31,
2009 and 2008 accounted for the remaining increase of $213,000. The increase in
property operating expenses from properties owned for the full three months
ended March 31, 2009 and March 2008 was in large part due to an increase in
utilities and property taxes. The increase in property taxes was attributable to
an increase in the assessed value of several of the Company's properties.
General and administrative. General and administrative costs increased $14,000,
or 1.6%, for the three months ended March 31, 2009 in comparison to the three
months ended March 31, 2008. The increase was principally due to professional
fees incurred during the first quarter of 2009, primarily consulting costs.
Depreciation and amortization. Depreciation and amortization expense increased
$474,000, or 14.6%, for the three months ended March 31, 2009 in comparison to
the three months ended March 31, 2008. The increase was principally attributable
to depreciation and amortization of $276,000 related to the acquired properties
mentioned above. The remainder of the increase was also due to the depreciation
of additional capital improvements and amortization of capitalized lease costs
associated with properties owned for the full three months ended March 31, 2009
and March 31, 2009.
Interest expense. Interest expense increased $266,000, or 8.6%, for the three
months ended March 31, 2009 in comparison to the three months ended March 31,
2008. The increase was primarily due to interest expense of $417,000
attributable to the acquired property mentioned above. The increase was
partially offset by a reduction in interest expense of $186,000 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 $1,094,000 for the three months ended March 31, 2009,
compared to $848,000 for the three months ended March 31, 2008. The increase in
deferred income tax benefit for the first quarter of 2009 corresponds to the
increase in loss from continuing operations for the first quarter of 2009, in
comparison to the first quarter of 2008.
Noncontrolling interest. The share of loss attributable to the holders of OP
Units was $250,000, compared to a share of loss of $103,000 for the three months
ended March 31, 2008. The increase in the share of loss attributable to this
noncontrolling interest corresponds to the increase in net loss attributable to
the Company for the quarter ended March 31, 2009 in comparison to the quarter
ended March 31, 2008. The noncontrolling interest represents the approximate 12%
interest in the Operating Partnership not held by the Company.
Discontinued operations. The Company recorded income from discontinued
operations of $725,000 for the three months ended March 31, 2008. The income for
the three months ended March 31, 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 Company had no income or
loss from discontinued operations for the quarter ended March 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 2009, the Company derived cash primarily from
the collection of rents 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, and scheduled principal and interest payments on
borrowings.
The Company reported a net loss of $1,801,000 for the three months ended
March 31, 2009 compared to a net loss of $697,000 for the three months ended
March 31, 2008. These results include the following non-cash items:
Three Months Ended
March 31,
2009 2008
Non-Cash Items:
Depreciation and amortization expense $ 3,712 $ 3,260
Income tax benefit (1,094 ) (427 )
Deferred rental income (62 ) (212 )
Noncontrolling interest (250 ) (103 )
Stock-based compensation expense 20 13
Amortization of loan premium (11 ) (11 )
|
Net cash used in operating activities amounted to $448,000 for the three months
ended March 31, 2009. The net cash provided by operating activities included
$514,000 generated by property operations, offset by a change in net operating
assets and liabilities of $962,000. Net cash provided by operating activities
amounted to $483,000 for the three months ended March 31, 2008. The net cash
provided by operating activities included $682,000 generated by property
operations partially offset by a change in net operating assets and liabilities
of $199,000.
Net cash used in investing activities amounted to $270,000 for the three months
ended March 31, 2009. Cash of $878,000 was used for capital expenditures,
primarily tenant improvements. The Company received insurance proceeds of
$1,350,000 related to its hurricane and fire claims and paid $742,000 for
damages related to the hurricane and fire. Net cash provided by investing
activities amounted to $1,489,000 for the three months ended March 31, 2008.
This amount was comprised of proceeds of $3,014,000 (included $300,000 held in
escrow for a future acquisition) received from the sale of Columbia during the
first quarter of 2008, reduced by funds used for capital improvements, primarily
tenant improvements, of $1,225,000.
Cash used in financing activities of $599,000 for the three months ended
March 31, 2009 was attributable to scheduled principal payments on debt. Net
cash used in financing activities amounted to $2,296,000 for the three months
ended March 31, 2008. Repayment of borrowings on the sale of Columbia totaled
$2,218,000 and scheduled principal payments on debt amounted to $409,000 for the
three months ended March 31, 2008. Proceeds of $300,000 were generated from an
additional borrowing on one of the Company's unsecured loans.
The current credit crisis, related turmoil in the global financial system and
the recent downturn in the United States economy is impacting the Company's
liquidity and capital resources. The continuation of the credit crisis and/or
the downturn economy 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 March 31, 2009, amounts in accounts payable over 90 days
totaled $1,850,000. 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 $15,102,000, maturing over the next twelve
months. 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.
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 global financial crisis and recent downturn in the
United States economy; the potential delisting of the Company's stock; changes
in federal and local laws, and regulations; increased competitive pressures; and
other factors, as well as factors set forth elsewhere in this Report on Form
10-Q.
|
|