Item 8.01 Other Events.
American Spectrum Realty, Inc. (the "Company") filed a Form 12b-25 Notification
of Late Filing on March 31, 2014 (the "Original 12b-25") confirming that the
Company would be delaying the filing of the Company's Form 10-K for the fiscal
year ended December 31, 2013 (the "2013 Form 10-K").
In the Original 12b-25 the Company disclosed, among other things that, as a
result of the departure of the Company's Chief Financial Officer, the Company is
working with its accountants and consultants and reviewing its financial
records, including journal entries and account balances related to the Company's
financial statements for the period ended December 31, 2013. In addition, the
Company disclosed that the Company and its consultants are continuing to
evaluate the purchase price allocation and disclosures related to the
transaction reported in the Form 8-K filed on January 7, 2014 (the "Purchase
Price Allocation Issue").
The Company filed a Current Report on Form 8-K on April 22, 2014, disclosing the
records review and the Purchase Price Allocation Issue, and confirming the
intention of the Company to file the 2013 Form 10-K as soon as practicable. As a
result of the records review and the Purchase Price Allocation Issue, the
Company is delaying the filing of the Company's Form 10-Q for the quarter ended
March 31, 2014 (the "2014 March Form 10-Q"). The Company continues to work
diligently to review its financial records and resolve the Purchase Price
Allocation Issue and intends to file the 2013 10-K and the 2014 March Form 10-Q
as soon as practicable.
The Company filed a Current Report on Form 8-K on May 29, 2014, disclosing the
records review and the Purchase Price Allocation Issue, and their impact on the
timing of the filing of the 2013 Form 10-K and the 2014 March Form 10-Q, and the
receipt by the Company of correspondence from NYSE MKT LLC (the "Exchange")
advising the Company that it is not in compliance with certain of the Exchange's
continued listing standards. The Company submitted to the Exchange a compliance
plan (the "Plan") and is working to regain compliance with the applicable
continued listing standards within the timeframe specified in the Plan.
On June 25, 2014, the Company received correspondence from the Exchange,
notifying the Company that the Exchange accepted the Company's plan and granted
the Company extensions to regain compliance with the continued listing standards
of the Exchange to no later than July 15, 2014 for the 2013 Form 10-K and no
later than August 18, 2014 for the 2014 March Form 10-Q (collectively, the "Plan
Periods"). The Company will be subject to periodic review by the Exchange during
the Plan Periods. Failure to make progress consistent with the Plan or to regain
compliance with the continued listing standards by the end of the Plan Periods
could result in the Company being delisted from the Exchange.
The Company's statements contained in this Current Report on Form 8-K that are
not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities act and Section 21E of the Securities Exchange Act
of 1934, as amended. Actual results may differ materially from those included in
the forward-looking statements. The Company intends those forward-looking
statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and the Company is including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies, intentions and expectations,
are generally identifiable by use of the words "expect," "project," "may,"
"will," "should,'" "could," "would," "intend," "plan," "purpose," "anticipate,"
"estimate," "believe," "continue," "predict," "potential" or the negative of
such terms and other comparable terminology. The Company's ability to predict
results or the actual effect of future plans or strategies is inherently
? Item 9.01 Financial Statements and Exhibits.
? (d) Exhibits.
? Exhibit No. Exhibit Description
99.1 Press release issued by American Spectrum Realty dated as of July