American Spectrum Realty, Inc. (the "Company") (NYSE Amex: AQQ), a real estate investment and management company located in Houston, Texas, announced today the proposed sale of two office buildings and one industrial project in Houston, Texas. The three projects all went under contract on November 17, 2011. The three sales, if consummated, will result in gains on sale before tax of approximately $5.5 million. The industrial project was acquired in 2001 and the office buildings were acquired in 2002. These sales continue to implement American Spectrum Realty’s long term strategic plan of selling certain assets to reduce our liabilities, increase our liquidity and redirect assets to our management business. These sales will generate sufficient cash to pay down debt and reinvest the remaining capital. The Company makes no assurances that these sales will be concluded. These sales will also reduce American Spectrum’s tax loss carry forward which will be done prior to electing REIT Status. William J Carden, AQQ’s President, congratulates the team, “We have achieved two goals simultaneously. Our goal has been to align our real estate holdings with our public shares. We have accomplished our objective of trading our capital gains in our real estate portfolio for our federal tax loss carry-forward, thereby sheltering our gain and paving the way towards REIT status.” The tax loss carry-forward needed to be eliminated prior to qualifying as a REIT or the tax benefit would be greatly reduced. Under full-disclosure the Company does not currently meet certain criteria to qualify as a Real Estate Investment Trust (“REIT”). Requirements for REIT status: The company has not elected to be treated as a REIT for federal income tax purposes, but intends to consider making such an election and may decide to do so in the future if it is believed to be advantageous. If treated as a REIT, ASR would not be subject to federal corporate income tax. In order to be able to make this election, The Company would need to qualify under various tests relating to the nature of our assets and level of distribution of our income. ASR would also not be able to qualify as a REIT if fewer than five individuals are deemed to own more than 50% of Company shares. Based on share ownership structure at December 31, 2010, ASR would need to issue additional shares or some principal stockholders would need to reduce their ownership to meet the 50% qualification parameter.
Every REIT must pass these four tests annually in order to retain its special tax status:
- “The REIT must distribute at least 90 percent of its annual taxable income, excluding capital gains, as dividends to its shareholders.
- The REIT must have at least 75 percent of its assets invested in real estate, mortgage loans, shares in other REITs, cash, or government securities.
- The REIT must derive at least 75 percent of its gross income from rents, mortgage interest, or gains from the sale of real property. At least 95 percent must come from these sources, together with dividends, interest and gains from securities sales.
- The REIT must have at least 100 shareholders and must have less than 50 percent of the outstanding shares concentrated in the hands of five or fewer shareholders.”