-----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, Ehs/LBqyUSJmhbD7QOmMd71oMZoTgLWUECATFF2Pr+V6tg0NV2qwFhhLLq+5jsC1 ztrPOCugvcX/u82sRtkMGw== /in/edgar/work/20001101/0000912057-00-046659/0000912057-00-046659.txt : 20001106 0000912057-00-046659.hdr.sgml : 20001106 ACCESSION NUMBER: 0000912057-00-046659 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL PROPERTIES LTD CENTRAL INDEX KEY: 0000785932 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 870426335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-02320 FILM NUMBER: 750458 BUSINESS ADDRESS: STREET 1: 16955 VIA DEL CAMPO #200 CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194859400 MAIL ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: STE 110 CITY: SAN DIEGO STATE: CA ZIP: 92127 10-Q 1 a2029052z10-q.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended: Commission File Number: SEPTEMBER 30, 2000 33-2320 - ---------------------- ---------------------- EXCEL PROPERTIES, LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 87-0426335 - ------------------------------- ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 17140 BERNARDO CENTER DRIVE, SUITE 300 SAN DIEGO, CALIFORNIA 92128 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (858) 675-9400 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No --- --- (1) Yes X No --- --- EXCEL PROPERTIES, LTD. INDEX TO FINANCIAL STATEMENTS ----------
PAGE ---- PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Balance Sheets September 30, 2000 (Unaudited) December 31, 1999.............................................3 Statements of Income Three Months Ended September 30, 2000 (Unaudited) Three Months Ended September 30, 1999 (Unaudited) Nine Months Ended September 30, 2000 (Unaudited) Nine Months Ended September 30, 1999 (Unaudited).............4 Statements of Changes in Partners' Equity Nine Months Ended September 30, 2000 (Unaudited) Nine Months Ended September 30, 1999 (Unaudited).............5 Statements of Cash Flows Nine Months Ended September 30, 2000 (Unaudited) Nine Months Ended September 30, 1999 (Unaudited).............6 Notes to Financial Statements....................................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................10 PART II. OTHER INFORMATION............................................12
2 EXCEL PROPERTIES, LTD. BALANCE SHEETS ----------
SEPTEMBER 30, 2000 DECEMBER 31, (UNAUDITED) 1999 ----------- ----------- ASSETS Real estate: Land $ 1,524,764 $ 1,524,764 Buildings 2,821,843 2,821,843 Less: accumulated depreciation (1,141,952) (1,074,766) ----------- ----------- Net real estate 3,204,655 3,271,841 Cash 276,768 289,446 Accounts receivable, less allowance for bad debts of $0 and $30,999 in 2000 and 1999, respectively 1,987 2,222 Notes receivable 1,128,425 1,148,629 Interest receivable and other assets 9,955 5,637 ----------- ----------- Total assets $ 4,621,790 $ 4,717,775 =========== =========== LIABILITIES AND PARTNERS' EQUITY Liabilities: Accounts payable: Affiliates $ 516 $ 20,708 Other 963 1,520 Property Taxes -- 5,174 Deferred rental income 10,110 18,770 ----------- ----------- Total liabilities 11,589 46,172 ----------- ----------- Partners' Equity: General partner's equity 29,008 28,950 Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding in 2000 and 1999 4,581,193 4,642,653 ----------- ----------- Total partners' equity 4,610,201 4,671,603 ----------- ----------- Total liabilities and partners' equity $ 4,621,790 $ 4,717,775 =========== ===========
The accompanying notes are an integral part of the financial statements. 3 EXCEL PROPERTIES, LTD. STATEMENTS OF INCOME - UNAUDITED ----------
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 --------- --------- --------- --------- Revenue: Base rent $ 134,724 $ 147,072 $ 395,335 $ 464,898 Interest income 25,241 27,522 75,960 89,232 --------- --------- --------- --------- Total revenue 159,965 174,594 471,295 554,130 --------- --------- --------- --------- Expenses: Depreciation 22,396 24,474 67,186 76,026 Bad debts -- 23,283 (26,968) 23,283 Office expenses 1,659 2,125 6,803 7,350 Administrative 3,316 2,700 8,716 8,100 Accounting and legal 2,065 2,530 22,386 23,437 Management fees 1,404 2,016 4,028 5,194 Property tax -- (12,318) -- 216 --------- --------- --------- --------- Total expenses 30,840 44,810 82,151 143,606 --------- --------- --------- --------- Income before real estate sales 129,125 129,784 389,144 410,524 Gain (loss) - sale of real estate -- 282,239 -- 388,085 --------- --------- --------- --------- Net income $ 129,125 $ 412,023 $ 389,144 $ 798,609 ========= ========= ========= ========= Net income allocated to: General partner $ 1,515 $ 4,365 $ 4,563 $ 8,746 Limited partners 127,610 407,658 384,581 789,863 --------- --------- --------- --------- Total $ 129,125 $ 412,023 $ 389,144 $ 789,609 ========= ========= ========= ========= Net income per weighted average limited partnership unit $ 0.96 $ 3.02 $ 2.88 $ 5.84 ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements. 4 EXCEL PROPERTIES, LTD. STATEMENTS OF CHANGES IN PARTNERS' EQUITY - UNAUDITED ----------
NINE MONTHS ENDED SEPTEMBER 30 -------------------------- 2000 1999 ----------- ----------- Balance at January 1 $ 4,671,603 $ 6,021,650 Net income 389,144 798,609 Partner distributions (450,546) (1,512,273) ----------- ----------- Balance at September 30 $ 4,610,201 $ 5,307,986 =========== ===========
The accompanying notes are an integral part of the financial statements. 5 EXCEL PROPERTIES, LTD. STATEMENTS OF CASH FLOWS - UNAUDITED ----------
NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 ----------- ----------- Cash flows from operating activities: Net income $ 389,144 $ 798,609 Adjustments to reconcile net income to net cash provided by operations: Depreciation 67,186 76,026 Provision for bad debts (26,968) 23,283 Gain on sale of real estate -- (388,085) Changes in operating assets and liabilities: (Increase) decrease in assets: Accounts receivable 27,203 (15,357) Interest receivable and other assets (4,318) 1,983 Increase (decrease) in liabilities: Accounts payable (20,749) 3,753 Property taxes payable (5,174) (4,106) Deferred rental income (8,660) (7,570) ----------- ----------- Net cash provided by operating activities 417,664 488,536 ----------- ----------- Cash flows from investing activities: Collection of notes receivable 20,204 6,621 Proceeds from real estate sales -- 1,469,307 ----------- ----------- Net cash provided by investing activities 20,204 1,475,928 ----------- ----------- Cash flows from financing activities: Cash distributions (450,546) (1,512,273) ----------- ----------- Net cash used by financing activities (450,546) (1,512,273) ----------- ----------- Net (decrease) increase in cash (12,678) 452,191 Cash at January 1 289,446 412,033 ----------- ----------- Cash at September 30 $ 276,768 $ 864,224 =========== ===========
The accompanying notes are an integral part of the financial statements. 6 EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS - UNAUDITED ---------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements reflect all adjustments of a recurring nature which are, in the opinion of management, necessary for a fair presentation of the financial statements. No adjustments were necessary which were not of a recurring nature. These financial statements should be read in conjunction with the financial statements and accompanying footnotes included in the Partnership's December 31, 1999 Form 10-K. ORGANIZATION Excel Properties, Ltd. was formed in the State of California on September 19, 1985, for the purpose of, but not limited to, acquiring real property and syndicating such property. REAL ESTATE Land and buildings are recorded at cost. Buildings are depreciated using the straight-line method over of 31.5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Significant renovations are capitalized. The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition. Gains and losses arising from dispositions are reported as income or expense. CASH DEPOSITS At September 30, 2000, the carrying amount of the Partnership's cash deposits total $276,768. The bank balances are $326,323 of which $200,000 is covered by federal depository insurance. STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE There was no interest or taxes paid for the nine months ended September 30, 2000 or 1999. The Partnership also had no noncash investing or financing transactions for the nine months ended September 30, 2000 or 1999. INCOME TAXES The Partnership is not liable for payment of any income taxes because as a partnership, it is not subject to income taxes. The tax effects of its activities accrue directly to the partners. Continued 7 EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS - UNAUDITED, CONTINUED ---------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: FINANCIAL STATEMENT ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires 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 reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. 2. FEES PAID TO GENERAL PARTNER The Partnership has paid the General Partner or its affiliates the following fees for the nine months ended September 30, 2000 and 1999:
2000 1999 --------- --------- Management fees $ 4,028 $ 5,194 Administrative fees 8,100 8,100 Accounting 4,860 4,860
3. SALE OF PROPERTY There were no property sales in the nine months ended September 30, 2000. In February 1999, the Partnership sold a vacant building in Kenner, Louisiana that was formerly on lease to Toddle House Restaurant. The sale price for the building was $237,500. The Partnership recognized a gain of $34,534 on the sale. In March 1999, the Partnership sold a building in Plant City, Florida that was on lease to Payless Shoe Store. The sale price for the building was $670,000. The Partnership recognized a gain of $71,313 on the sale. In September 1999, the Partnership sold two buildings that were on lease to Kindercare. The sale price for the Kindercare located in Gahanna, Ohio was $374,052 and the sale price for the Kindercare located in Grove City, Ohio was $314,991. The partnership recognized a gain of $169,222 and $113,016, respectively, on the sale. There were no property sales in the nine months ended September 30, 2000. Continued 8 EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS - UNAUDITED, CONTINUED ---------- 4. NOTES RECEIVABLE The Company had the following notes receivable at September 30, 2000 and December 31, 1999:
2000 1999 ---------- ---------- Note from the sale of land, interest at 10%. Secured by $ 165,750 $ 165,750 land sold. Currently due. Note from sale of building, receipts of $1,390 per month at 9% interest. Secured by building sold. Currently due. 121,205 125,378 Note from sale of building, interest only receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003. 741,220 755,923 Note from sale of building, receipts of $1,004 per month at 8% interest. Secured by building sold. Due December 2001. 100,250 101,578 ---------- ---------- Total notes receivable $1,128,425 $1,148,629 ========== ==========
5. MINIMUM FUTURE RENTALS The Company leases single-tenant buildings to tenants under noncancellable operating leases requiring the greater of fixed or percentage rents. The leases are triple-net, requiring the tenant to pay all expenses of operating the property such as insurance, property taxes, repairs and utilities. Minimum future rental revenue for the next five years for the commercial real estate currently owned and subject to noncancellable operating leases is as follows:
YEAR ENDING DECEMBER 31, ------------------------ 2000, remaining three months $ 135,371 2001 546,621 2002 544,051 2003 522,105 2004 467,770 Thereafter 754,831
Continued 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS NATURE OF BUSINESS Excel Properties, Ltd., a California limited partnership (the "Partnership"), was organized to purchase commercial real estate properties for cash and to hold these assets for investment. The general partners of the Partnership are New Plan Excel Realty Trust, Inc., a Maryland corporation ("New Plan"), and Gary B. Sabin. The Partnership was formed on September 19, 1985 and will continue in existence until December 31, 2015, unless dissolved earlier under certain circumstances. In 1999, Excel Legacy Corporation (the "Company") began managing the assets of the Partnership when certain officers of New Plan resigned. The Company has indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest. Properties that have been acquired by the Partnership are subject to long-term triple-net leases. Such leases require the lessee to pay the prescribed minimum rental plus all costs and expenses associated with the operations and maintenance of the property. These expenses include real property taxes, property insurance, repairs and maintenance and similar expenses. Certain leases also provide some form of inflation hedge which calls for the minimum rent to be increased, based upon adjustments in the consumer price index, fixed rent escalation, or by receipt of a percentage of the gross sales of the tenant. Properties have been acquired free and clear of liens and encumbrances. The Partnership may seek to finance one or more of the properties and distribute the financing proceeds to the partners. To date, no properties owned by the Partnership have been the subject of any mortgage financing, therefore, at the present time, all properties remain free and clear from any mortgage loan, lien or encumbrance. The principal investment objectives of the Partnership were originally to provide to its limited partners: (1) preservation, protection and eventual return of the investment, (2) distributions of cash from operations, some of which may be a return of capital for tax purposes rather than taxable income, and (3) realization of long-term appreciation in value of properties. The Partnership is currently attempting to sell all of the properties held by the Partnership. The selling of the properties could take several years as the Partnership attempts to maximize the sales price of each property. There can be no assurance that the general partners will be successful in selling all of the properties or what price they can obtain. Additionally, the plans of the Partnership may change in the future. LIQUIDITY AND CAPITAL RESOURCES The Partnership has $276,768 at September 30, 2000, with no debt on any of the properties it owns. In October 2000, the Partnership distributed cash to the partners in the amount of approximately $150,000. The Partnership currently recognizes approximately $45,675 a month from rental revenue. Also, management does not expect the Partnership to incur any significant operational expenses as the Partnership properties are subject to triple-net leases. The Partnership's primary source of cash is from rental of the real estate properties currently owned. The Partnership may also sell properties which would provide cash for distribution. Management believes that rental revenue should cover the recurring operating expenses of the Partnership and allow for cash distributions to be made to the partners unless buildings become vacant. The Partnership has the policy of paying quarterly distributions to the limited partners of the actual cash earned by the Partnership in the preceding quarter. Therefore, if expenses were to increase or revenue were to decrease, the Partnership would decrease the quarterly distributions to the limited partners. It is anticipated that the liquidity of the Partnership will decrease as properties are sold. 10 RESULTS OF OPERATIONS The following discussion should be read in conjunction with the financial statements and the notes thereto. COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THE THREE MONTHS ENDED SEPTEMBER 30, 1999 Base rent decreased $12,348 or 8% from the previous year. The net decrease was primarily due to the sale in September 1999 of two buildings that were both previously leased to Kindercare in Gahanna, Ohio and in Grove City, Ohio. These properties accounted for approximately $19,810 of rental revenue in the third quarter of 1999. In September 1999, the Partnership sold two buildings that were on lease to Kindercare. The sale price for the Kindercare located in Gahanna, Ohio was $374,052 and the sale price for the Kindercare located in Grove City, Ohio was $314,991. The partnership recognized a gain of $169,222 and $113,016, respectively, on the sales. There were no property sales in the three months ended September 30, 2000. Operating expenses decreased by $13,970 or 31% from the three months ended September 30, 1999 to the three months ended September 30, 2000. The net decrease was largely due to the $23,283 decrease in bad debt expense which was partially offset by the increase of $12,318 in property tax expense in 2000 when compared to 1999. The decrease in bad debt expense relates to reserves for a tenant which was delinquent on their rent, but paid current in May 2000. The increase in property tax expense relates to payments made in 1999 by the Company for taxes that would have been made by a tenant. Subsequently, the Company charged the tenant for the amount of the property taxes paid on their behalf. There were no property tax expense incurred in 2000. Depreciation expense decreased by $2,078 or 8% due to property sales in 1999. Other expenses and other income varied very little between the two periods. COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2000 TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999 Base rent decreased $69,563 or 15% from the previous year. The decrease was primarily due to property sales in 1999. In March 1999, the Partnership sold a building previously leased to Payless Shoe Store, in Plant City, Florida. In September 1999, the Partnership sold two buildings that were both leased to Kindercare in Gahanna, Ohio and in Grove City, Ohio. These properties accounted for approximately $71,227 in the nine months ended September 30, 1999. In February 1999, the Partnership sold a vacant building in Kenner, Louisiana that was formerly on lease to Toddle House Restaurant. The sale price for the building was $237,500. The Partnership recognized a gain of $34,534. In March 1999, the Partnership sold a building previously leased to Payless Shoe Store, in Plant City, Florida. The sale price for the building was $670,000. The Partnership recognized a gain of $71,313. In September 1999, the Partnership sold two buildings that were on lease to Kindercare. The sale price for the Kindercare located in Gahanna, Ohio was $374,052 and the sale price for the Kindercare located in Grove City, Ohio was $314,991. The partnership recognized a gain of $169,222 and $113,016, respectively, on the sale. There were no property sales in the nine months ended September 30, 2000. Operating expenses decreased by $61,455 or 43%. Bad debt expense decreased by $50,251 as compared to 1999. The decrease in bad debt expense relates to reserves for a tenant which was delinquent on their rent, but paid current in May 2000. Depreciation expense decreased by $8,840 or 12% due to property sales in 1999. Other expenses and other income varied very little between the two periods. The Partnership has continued to distribute cash flows to the limited partners since 1989. Management anticipates that distributions from cash flows will continue in 2000. The distributions may be supplemented by proceeds from property sales, if any. If additional properties are sold and proceeds are distributed to the 11 partners instead of reinvested, future distributions are expected to decrease. Management believes that the effect of inflation on the Partnership is minimized since the leases all provide a minimum rental which the lessee is obligated to pay. Additionally, most leases contain some form of inflation hedge which provides for the rent to be increased. The rent increases may be in the form of scheduled fixed minimum rent increases, Consumer Price Index (CPI) adjustments or by participating in a percentage of the gross sales volume of the tenant. Since the triple-net leases require the lessees to pay for all property operating expenses, the net effect is that the revenue received will not be eroded away as operating expenses increase due to inflation. Should buildings become vacant, however, the Partnership may be responsible for certain expenses, including property taxes which are now being paid by tenants. CERTAIN CAUTIONARY STATEMENTS Certain statements in this Quarterly Report on Form 10-Q, including, but not limited to, "Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations," contain forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, but rather reflect current expectations concerning future results and events. The words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control that could cause actual results to differ materially from those forecast or anticipated in such forward-looking statements. These factors include, but are not limited to, the Partnership's market effect on property sales, reliance on tenants, and environmental risks. These factors are discussed in greater detail under the caption "Certain Cautionary Statements" in the Partnership's annual Report on Form 10-K for the year ended December 31, 1999. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnership's balance sheet contains financial instruments in the form of interest-earning notes receivable. The notes contain fixed interest rates and are thus not subject to changes in market interest rates. The Partnership estimates that the fair value of the notes approximates market value at September 30, 2000. PART II. OTHER INFORMATION Items 4 and 5 have been omitted since no events occurred with respect to these items. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27.1 - Financial Data Schedule (b) Reports on Form 8-K The Partnership filed no reports on Form 8-K during the quarter ended September 30, 2000. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 1, 2000 EXCEL PROPERTIES, LTD. (Registrant) By: /s/ Gary B. Sabin ---------------------------------- Gary B. Sabin, General Partner By: /s/ James Y. Nakagawa ---------------------------------- James Y. Nakagawa Principal Accounting Officer 13 EX-27 2 a2029052zex-27.txt EXHIBIT 27
5 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 276,768 0 1,140,367 0 0 1,417,135 4,346,607 1,141,952 4,621,790 11,589 0 0 0 0 4,577,201 4,621,790 0 471,295 0 14,965 67,186 0 0 389,144 0 0 0 0 0 389,144 0 2.88
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