-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/pSZB/BrO8E9v00xlqo3FtGj0ndqOA9S/MAz81eeq4AvneE4qBZLOXwxqFjknJo H5ME+9H4vwmibG2sA4UHhA== 0001047469-05-003149.txt : 20050211 0001047469-05-003149.hdr.sgml : 20050211 20050210194319 ACCESSION NUMBER: 0001047469-05-003149 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNERSTONE REALTY FUND LLC CENTRAL INDEX KEY: 0001073149 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 330825254 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107750 FILM NUMBER: 05594785 BUSINESS ADDRESS: STREET 1: 4590 MACARTHUR BLVD STREET 2: SUITE 610 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9498521007 MAIL ADDRESS: STREET 1: 4590 MACARTHUR BLVD STREET 2: SUITE 610 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: CORNERSTONE INDUSTRIAL PROPERTIES INCOME & GROWTH FUND LLC DATE OF NAME CHANGE: 19981106 424B3 1 a2151538z424b3.htm 424B3
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SEC Registration No. 333-107750
Filed pursuant to Rule 424(b)(3)

[THE FOLLOWING IS TEXT TO A STICKER TO BE ATTACHED TO THE FRONT COVER OF THE PROSPECTUS IN A MANNER THAT WILL NOT OBSCURE THE RISK FACTORS]

SUPPLEMENTAL INFORMATION—The Prospectus of Cornerstone Realty Fund, LLC consists of this sticker, the Prospectus dated November 1, 2004, Supplement No. 1 dated January 28, 2005 and Supplement No. 2 dated February 11, 2005. Supplement Nos. 1 and 2 contain descriptions of the status of the offering, a property which the fund has purchased, revisions to "Management's Discussion and Financial Condition and Results of Operations" and financial statements and pro forma financial information.


CORNERSTONE REALTY FUND, LLC

SUPPLEMENT NO. 2
DATED FEBRUARY 11, 2005
TO THE PROSPECTUS DATED NOVEMBER 1, 2004
OF CORNERSTONE REALTY FUND, LLC

        This Supplement No. 2 supplements, modifies or supersedes certain information contained in the prospectus of Cornerstone Realty Fund, LLC, dated November 1, 2004, and must be read in conjunction with such prospectus and Supplement No. 1 dated January 28, 2005.

        The purpose of this Supplement No. 2 is to include the financial statements and pro forma financial information relating to the acquisition of the Zenith Drive Center located in Glenview, Illinois as described in Supplement No. 1.

        We are not aware of any material factors relating to Zenith Drive Center other than those discussed in Supplement No. 1 that would cause the historical financial information presented in this Supplement to be not necessarily indicative of future results.



INDEX TO FINANCIAL STATEMENTS

        The following section regarding Zenith Drive Center is inserted at the end of the "Index to Financial Statements" on page F-1 of our prospectus.

Zenith Drive Center    
 
Report of Independent Registered Public Accounting Firm

 

F-41
 
Statements of Revenue and Certain Expenses for the Year Ended December 31, 2003 and the Nine Months Ended September 30, 2004 (unaudited)

 

F-42
 
Notes to Statements of Revenue and Certain Expenses

 

F-43

Cornerstone Realty Fund, LLC

 

 
 
Summary of Unaudited Pro Forma Financial Information

 

F-45
 
Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2004

 

F-46
 
Unaudited Pro Forma Condensed Statement of Operations for the Year Ended December 31, 2003

 

F-48
 
Unaudited Pro Forma Condensed Statement of Operations for the Nine Months Ended September 30, 2004

 

F-49

        The following financial statements and pro forma financial information relating to the acquisition of the Zenith Drive Center located in Glenview, Illinois are inserted following page F-40 of our prospectus:

1



Report of Independent Registered Public Accounting Firm

To the Members
Cornerstone Realty Fund, LLC

        We have audited the accompanying statement of revenue and certain expenses of Zenith Drive Center for the year ended December 31, 2003. This statement of revenue and certain expenses is the responsibility of the management of Zenith Drive Center. Our responsibility is to express an opinion on the statement of revenue and certain expenses based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the current report on Form 8-K/A of Cornerstone Realty Fund, LLC) as described in Note 1 and is not intended to be a complete presentation of the revenue and expenses of the property.

        In our opinion, the statement of revenue and certain expenses of Zenith Drive Center presents fairly, in all material respects, the revenue and certain expenses described in Note 1 of Zenith Drive Center for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

                        /s/ BDO SEIDMAN, LLP

Costa Mesa, California
January 4, 2005

F-41



ZENITH DRIVE CENTER
STATEMENTS OF REVENUE AND CERTAIN EXPENSES

 
  Year ended
December 31, 2003

  Nine months ended
September 30, 2004

 
   
  (Unaudited)

Revenue            
  Rental revenue   $ 557,775   $ 432,973
  Tenant reimbursements     44,534     29,408
  Other     2,850     1,400
   
 
Total revenue     605,159     463,781
   
 
Certain Expenses            
  Property operating and maintenance     85,893     68,023
  Property taxes     104,256     79,368
  Insurance     9,027     7,299
   
 
Total certain expenses     199,176     154,690
   
 
Excess of revenue over certain expenses   $ 405,983   $ 309,091
   
 

See accompanying notes to statements of revenue and certain expenses.

F-42



ZENITH DRIVE CENTER
NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES

1.     Organization and Summary of Significant Accounting Policies

Organization

        The accompanying statement of revenue and certain expenses includes the operations of Zenith Drive Center (the "Property") located in Glenview, Illinois, which was acquired by Cornerstone Realty Fund, LLC (the "Fund"), from a nonaffiliated third party. The Property was acquired on January 25, 2005 for $5,200,000 and has 38,008 leasable square feet (unaudited).

Basis of Presentation

        The accompanying statements of revenue and certain expenses have been prepared in accordance with the requirements of the Securities and Exchange Commission Regulation S-X, Rule 3-14. Accordingly, the statements exclude items not comparable to the proposed future operations of the Property such as mortgage interest, leasehold rental, depreciation, corporate expenses, and federal and state income taxes.

        The accompanying statements are not representative of the actual operations for the periods presented, as certain expenses that may not be comparable to the expenses expected to be incurred by the Fund in the future operations of the Property have been excluded. The statement for the nine months ended September 30, 2004 is unaudited and reflects all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the operating results for the interim period presented. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2004.

Revenue Recognition

        Rental revenue is recognized on an accrual basis as it is earned over the lives of the respective tenant leases on a straight-line basis. Rental receivables are periodically evaluated for collectibility.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period. Actual results could differ materially from the estimates in the near term.

2.     Industrial Property

        The future minimum lease payments to be received under existing operating leases as of December 31, 2003, are as follows:

2004   $ 369,362
2005     119,653
2006     91,194
2007     71,275
2008     55,570
Thereafter     184,500
   
    $ 891,554
   

F-43


        Industrial space in the Property is generally leased to tenants under lease terms which provide for the tenants to pay increases in operating expenses in excess of specified amounts. The above future minimum lease payments do not include specified payments for tenant reimbursements of operating expenses.

        The leases include scheduled base rent increases over their respective terms; the difference between base rental income on a straight-line basis and amounts currently due pursuant to the lease agreements was not significant.

        One tenant represents approximately 14% of the rental income of the Property for the each of the periods presented.

F-44



CORNERSTONE REALTY FUND, LLC
UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following Unaudited Pro Forma Condensed Statements of Operations of Cornerstone Realty Fund, LLC (the "Fund") for the year ended December 31, 2003 and for the nine months ended September 30, 2004 have been prepared as if the acquisition of Zenith Drive Center had occurred as of January 1, 2003 and Unaudited Condensed Balance Sheet of the Fund as of September 30, 2004 has been prepared as if the acquisition of Zenith Drive Center had occurred on September 30, 2004.

        Such Unaudited Pro Forma Financial Information is based in part upon (i) the Audited Financial Statements of the Fund for the year ended December 31, 2003 included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2003; (ii) the Unaudited Financial Statements of the Fund as of and for the nine months ended September 30, 2004 included in the Fund's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004; and (iii) the Historical Statements of Revenue and Certain Expenses of Zenith Drive Center for the year ended December 31, 2003 and for the nine months ended September 30, 2004 (unaudited) filed herewith.

        The Unaudited Pro Forma Financial Information is presented for information purposes only and is not necessarily indicative of the financial position or results of operations of the Fund that would have occurred if the acquisition of Zenith Drive Center had been completed on the date indicated, nor does it purport to be indicative of future financial position or results of operations. In the opinion of the Fund's managing member, all material adjustments necessary to reflect the effect of this transaction have been made.

F-45



CORNERSTONE REALTY FUND, LLC
(a California limited liability company)
UNAUDITED PROFORMA CONDENSED BALANCE SHEET

ASSETS

 
  September 30,
2004(A)

  Recent
Acquisition(B)

  Proforma
September 30,
2004

 
  (unaudited)

Assets                  
  Cash and cash equivalents   $ 7,873,682   $ (5,001,164 ) $ 2,872,518
  Investments in real estate                  
    Land     4,539,400     900,000     5,439,400
    Buildings and improvements, less accumulated depreciation of $277,734     7,636,970     4,300,000     11,936,970
    Intangible asset—in place leases, less accumulated amortization of $95,957     71,457         71,457
   
 
 
      12,247,827     5,200,000     17,447,827
   
 
 
  Other assets                  
    Tenant and other receivables     69,321         69,321
    Prepaid insurance     8,817         8,817
    Leasing commissions, less accumulated amortization of $9,580     39,338         39,338
   
 
 
Total assets   $ 20,238,985   $ 198,836   $ 20,437,821
   
 
 

LIABILITIES AND MEMBERS' CAPITAL

Liabilities

 

 

 

 

 

 

 

 

 
  Accounts payable and accrued Liabilities   $ 53,139   $ 20,409   $ 73,548
  Real estate taxes payable     140,030     118,151     258,181
  Tenant security deposits     141,264     60,276     201,540
   
 
 
Total liabilities     334,433     198,836     533,269
Members' capital (100,000 units authorized, 48,728 units issued and outstanding in 2004 and 33,012 units issued and outstanding in 2003)     19,904,552         19,904,552
   
 
 
    $ 20,238,985   $ 198,836   $ 20,437,821
   
 
 

(A)
Derived from the unaudited financial statements as of September 30, 2004.

(B)
Represents adjustment for the acquisition of the Zenith Drive Center, based on historical operating results. Depreciation is based on a preliminary allocation of the purchase price to land ($900,000) and buildings ($4,300,000) with buildings depreciated on a straight-line method over a 39-year period. The Company has not currently completed its purchase accounting in accordance with Financial Accounting Standards Board Statement No. 141, Business Combinations ("FAS 141"). Under FAS 141, the purchase price is allocated to a property's tangible (primarily land and building) and intangible (primarily in-place leases) assets at its estimated fair value. Specifically, the Company is in the process of determining the value, if any, attributable to the in-place leases of the Zenith Drive Center at the acquisition date. The finalization of the purchase accounting under FAS 141 could have the impact of decreasing the allocation to tangible assets as presented above for an allocation to intangible assets which are amortized over a shorter period (typically the remaining life of the applicable in-place leases) than buildings.

F-46



CORNERSTONE REALTY FUND, LLC
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003
(Unaudited)

 
  Cornerstone
Realty Fund, LLC
Historical(A)

  Recent
Acquisition(B)

  Cornerstone
Realty Fund, LLC
Pro Forma

 
Revenues                    
  Rental revenue   $ 750,727   $ 557,775   $ 1,308,502  
  Tenant reimbursements     136,963     44,534     181,497  
   
 
 
 
      887,690     602,309     1,489,999  
   
 
 
 
Expenses                    
  Property operating and maintenance     (135,491 )   (94,920 )   (230,411 )
  Property taxes     (162,592 )   (104,256 )   (266,848 )
  General and administrative expenses     (174,875 )       (174,875 )
  Interest expense on advances payable to managing member     (3,993 )       (3,993 )
  Depreciation and Amortization     (115,063 )   (110,256 )   (225,319 )
   
 
 
 
      (592,014 )   (309,432 )   (901,446 )
   
 
 
 
Interest, dividends and other     25,542     2,850     28,392  
   
 
 
 
Net income   $ 321,218   $ 295,727   $ 616,945  
   
 
 
 
Net income allocable to managing member   $ 32,122         $ 61,695  
   
       
 
Net income allocable to unitholders   $ 289,096         $ 555,250  
   
       
 
Per share amounts:                    
Basic and diluted income allocable to unitholders   $ 11.92         $ 22.89  
   
       
 
Basic and diluted weighted average units outstanding     24,256           24,256  
   
       
 

(A)
Represents the historical results of operations of the Fund for the year ended December 31, 2003. Certain reclassifications have been made to the historical statement of operations of the Fund to conform to the pro forma financial information presentation.

(B)
Represents adjustment for the acquisition of the Zenith Drive Center, based on historical operating results. Depreciation is based on a preliminary allocation of the purchase price to land ($900,000) and buildings ($4,300,000) with buildings depreciated on a straight-line method over a 39-year period. The Company has not currently completed its purchase accounting in accordance with Financial Accounting Standards Board Statement No. 141, Business Combinations ("FAS 141"). Under FAS 141, the purchase price is allocated to a property's tangible (primarily land and building) and intangible (primarily in-place leases) assets at its estimated fair value. Specifically, the Company is in the process of determining the value, if any, attributable to the in-place leases of the Zenith Drive Center at the acquisition date. The finalization of the purchase accounting under FAS 141 could have the impact of decreasing the allocation to tangible assets as presented above for an allocation to intangible assets which are amortized over a shorter period (typically the remaining life of the applicable in-place leases) than buildings.

F-47



CORNERSTONE REALTY FUND, LLC
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2004
(Unaudited)

 
  Cornerstone
Realty Fund, LLC
Historical(A)

  Recent
Acquisition(B)

  Cornerstone
Realty Fund, LLC
Pro Forma

 
Revenues                    
  Rental revenue   $ 904,360   $ 432,973   $ 1,337,333  
  Amortization of in-place leases     (95,957 )       (95,957 )
  Tenant reimbursements     169,623     29,408     199,031  
   
 
 
 
      978,026     462,381     1,440,407  
   
 
 
 
Expenses                    
  Property operating and maintenance     (206,685 )   (75,322 )   (282,007 )
  Property taxes     (150,907 )   (79,368 )   (230,275 )
  General and administrative expenses     (141,971 )       (141,971 )
  Interest expense on advances payable to managing member              
  Depreciation and Amortization     (156,788 )   (82,892 )   (239,680 )
   
 
 
 
      (656,351 )   (237,582 )   (893,933 )
   
 
 
 
Interest, dividends and other     10,174     1,400     11,574  
   
 
 
 
Net income   $ 331,849   $ 226,199   $ 558,048  
   
 
 
 
Net income allocable to managing member   $ 33,185         $ 55,805  
   
       
 
Net income allocable to unitholders   $ 298,664         $ 502,243  
   
       
 
Per share amounts:                    
Basic and diluted income allocable to unitholders   $ 7.37         $ 12.39  
   
       
 
Basic and diluted weighted average units outstanding     40,532           40,532  
   
       
 

(A)
Represents the historical results of operations of the Fund for the nine months ended September 30, 2004. Certain reclassifications have been made to the historical statement of operations of the Fund to conform to the pro forma financial information presentation.

(B)
Represents adjustment for the acquisition of the Zenith Drive Center, based on historical operating results. Depreciation is based on a preliminary allocation of the purchase price to land ($900,000) and buildings ($4,300,000) with buildings depreciated on a straight-line method over a 39-year period. The Company has not currently completed its purchase accounting in accordance with Financial Accounting Standards Board Statement No. 141, Business Combinations ("FAS 141"). Under FAS 141, the purchase price is allocated to a property's tangible (primarily land and building) and intangible (primarily in-place leases) assets at its estimated fair value. Specifically, the Company is in the process of determining the value, if any, attributable to the in-place leases of the Zenith Drive Center at the acquisition date. The finalization of the purchase accounting under FAS 141 could have the impact of decreasing the allocation to tangible assets as presented above for an allocation to intangible assets which are amortized over a shorter period (typically the remaining life of the applicable in-place leases) than buildings.

F-48




QuickLinks

CORNERSTONE REALTY FUND, LLC
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
ZENITH DRIVE CENTER STATEMENTS OF REVENUE AND CERTAIN EXPENSES
ZENITH DRIVE CENTER NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES
CORNERSTONE REALTY FUND, LLC UNAUDITED PRO FORMA FINANCIAL INFORMATION
CORNERSTONE REALTY FUND, LLC (a California limited liability company) UNAUDITED PROFORMA CONDENSED BALANCE SHEET
CORNERSTONE REALTY FUND, LLC UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS For the Year Ended December 31, 2003 (Unaudited)
CORNERSTONE REALTY FUND, LLC UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2004 (Unaudited)
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