-----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, GNMhdYNufIZFtC1FNcYSsdnhs/OV6FlXDanioDVhA5D1M/wtjN/GAmtUA14or9va kDYcjkJeXs4z2eiGZLuawg== 0000912057-01-514083.txt : 20010511 0000912057-01-514083.hdr.sgml : 20010511 ACCESSION NUMBER: 0000912057-01-514083 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL PROPERTIES LTD CENTRAL INDEX KEY: 0000785932 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [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: 1627405 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 a2048473z10-q.htm FORM 10-Q Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended:
March 31, 2001
Commission File Number:
33-2320

EXCEL PROPERTIES, LTD.
(Exact name of registrant as specified in its charter)

CALIFORNIA
(State or other jurisdiction of
incorporation or organization)
87-0426335
(IRS Employer
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

(2) Yes X     No



EXCEL PROPERTIES, LTD.
INDEX TO FINANCIAL STATEMENTS

 
  Page
PART I. FINANCIAL INFORMATION:    
  Item 1. Financial Statements:    
    Balance Sheets
March 31, 2001 (Unaudited)
December 31, 2000
  3
    Statements of Income
Three Months Ended March 31, 2001 (Unaudited)
Three Months Ended March 31, 2000 (Unaudited)
  4
    Statements of Changes in Partners' Equity
Three Months Ended March 31, 2001 (Unaudited)
Three Months Ended March 31, 2000 (Unaudited)
  5
    Statements of Cash Flows
Three Months Ended March 31, 2001 (Unaudited)
Three Months Ended March 31, 2000 (Unaudited)
  6
    Notes to Financial Statements   7
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   9
  Item 3. Quantitative and Qualitative Disclosures About Market Risk   10
PART II. OTHER INFORMATION   11

The accompanying notes are an integral part
of the financial statements.

2


EXCEL PROPERTIES, LTD.

BALANCE SHEETS

 
  March 31,
2001

  December 31,
2000

 
 
   
  (Unaudited)

 
ASSETS  
Real estate:              
  Land   $ 1,524,764   $ 1,524,764  
  Buildings     2,821,843     2,821,843  
  Less: accumulated depreciation     (1,186,744 )   (1,164,348 )
    Net real estate     3,159,863     3,182,259  
   
 
 
Cash     360,429     265,054  
Accounts receivable, less allowance for bad debts of $0 in both 2001 and 2000     2,502     11,184  
Notes receivable     1,014,900     1,121,859  
Interest receivable           12,291  
Other assets     9,683     2,493  
   
 
 
  Total assets   $ 4,547,377   $ 4,595,140  
   
 
 
LIABILITIES AND PARTNERS' EQUITY  
Liabilities:              
  Accounts payable:              
    Affiliates   $ 471   $ 6,562  
    Other     26,705     27,850  
  Deferred rental income     10,110     15,514  
   
 
 
    Total liabilities     37,286     49,926  
   
 
 
Partners' Equity:              
  General partner's equity     5,545     28,582  
  Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding in 2001 and 2000, respectively     4,504,546     4,516,632  
   
 
 
    Total partners' equity     4,510,091     4,545,214  
   
 
 
    Total liabilities and partners' equity   $ 4,547,377   $ 4,595,140  
   
 
 

The accompanying notes are an integral part
of the financial statements.

3


EXCEL PROPERTIES, LTD.

STATEMENTS OF INCOME—UNAUDITED

 
  Three Months Ended
March 31,

 
  2001
  2000
Revenue:            
  Base rent   $ 136,849   $ 133,205
  Interest and other income     30,140     27,089
   
 
    Total revenue     166,989     160,294
Operating Expenses:            
  Depreciation     22,396     22,396
  Accounting and legal     36,229     2,321
  Office expenses     1,327     1,586
  Administrative     2,700     2,700
  Management fees     1,460     1,068
   
 
    Total operating expenses     64,112     30,071
   
 
  Net income before real estate sales     102,877     130,223
Gain — sale of real estate        
   
 
  Net income   $ 102,877   $ 130,223
   
 
Net income allocated to:            
  General partner   $ 1,253   $ 1,526
  Limited partners     101,624     128,697
   
 
    Total   $ 102,877   $ 130,223
   
 
Net income per weighted average limited partnership unit   $ 0.76   $ 0.96
   
 

The accompanying notes are an integral part
of the financial statements.

4


EXCEL PROPERTIES, LTD.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY—UNAUDITED

 
  Three Months Ended
March 31,

 
 
  2001
  2000
 
Balance at January 1   $ 4,545,214   $ 4,671,603  
Net income     102,877     130,223  
Partner distributions     (138,000 )   (150,544 )
   
 
 
Balance at March 31   $ 4,510,091   $ 4,651,282  
   
 
 

The accompanying notes are an integral part
of the financial statements.

5


EXCEL PROPERTIES, LTD.

STATEMENTS OF CASH FLOWS—UNAUDITED

 
  Three Months Ended
March 31,

 
 
  2001
  2000
 
Cash flows from operating activities:              
  Net income   $ 102,877   $ 130,223  
  Adjustments to reconcile net income to net cash provided by operations:              
    Depreciation     22,396     22,396  
  Changes in operating assets and liabilities:              
  (Increase) decrease in assets:              
    Accounts receivable     8,469     (17,456 )
    Interest receivable and other assets     5,314     (1,855 )
  Decrease in liabilities:              
    Accounts payable     (7,237 )   (20,789 )
    Property taxes payable         (5,174 )
    Deferred rental income     (5,403 )   (8,708 )
   
 
 
      Net cash provided by operating activities     126,416     98,637  
   
 
 
Cash flows from investing activities:              
    Collection of notes receivable     106,959     7,150  
   
 
 
      Net cash provided by investing activities     106,959     7,150  
   
 
 
Cash flows from financing activities:              
    Cash distributions     (138,000 )   (150,544 )
   
 
 
      Net cash used by financing activities     (138,000 )   (150,544 )
   
 
 
      Net increase in cash     95,375     (44,757 )
Cash at January 1     265,054     289,446  
   
 
 
Cash at March 31   $ 360,429   $ 244,689  
   
 
 

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 December 31, 2000 Form 10-K.

Organization

    Excel Properties, Ltd. ("the Partnership") 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 the tax life of 31.5 years. The tax life does not differ materially from the economic useful life. 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 March 31, 2001, the carrying amount of the Partnership's cash deposits total $360,429. The bank balances are $661,313 of which $200,000 is covered by federal depository insurance.

Statement of Cash Flows—Supplemental Disclosure

    There was no interest or income taxes paid for the three months ended March 31, 2001 or 2000. The Partnership also had no noncash investing or financing transactions for the three months ended March 31, 2001 or 2000.

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.

Accounts Receivable

    All net accounts receivable are deemed to be collectible within the next 12 months.

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.

7



2. Fees Paid to General Partner

    The Partnership has paid the General Partner or its affiliates the following fees for the three months ended March 31, 2001 and 2000:

 
  2001
  2000
Management fees   $ 1,460   $ 1,068
Administrative fees     2,700     2,700
Accounting     1,620     1,620

3. Notes Receivable

    The Partnership had the following notes receivable at March 31, 2001 and December 31, 2000:

Note from the sale of land, interest at 10%. Secured by and sold. Currently due.   $ 165,750   $ 165,7501
Note from sale of building, receipts of $1,390 per month at 9% interest. Secured by building sold. Currently Due.     118,264     119,752
Note from sale of building, receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003.     730,886     736,107
Note from sale of building, receipts of $1,004 per month at 8% interest. Secured by building sold. Repaid in February 2001.         100,250
   
 
Total notes receivable.   $ 1,014,900   $ 1,121,859
   
 

4. Minimum Future Rentals

    The Partnership leases single-tenant buildings to tenants under noncancelable 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 noncancelable operating leases is as follows:

Year ending December 31,

   
2001, remaining nine months   $ 368,426
2002     547,911
2003     524,904
2004     467,770
2005     353,472
Thereafter     421,580

5. Sale of Property

    In April 2001, the Partnership sold a building in West Carrollton, Ohio that was on lease to Kindercare. The sale price was $283,333.33. The Partnership recognized a gain of approximately $140,000 on the sale.

8



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 APartnership"), 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.

    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 $360,429 in cash at March 31, 2001, with no debt on any of the properties it owns. In April 2001, the Partnership distributed accumulated cash to the partners in the amount of $225,000. The Partnership currently has approximately $45,959 a month from rental revenue. 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 limited 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.

    The Partnership has continued to distribute cash flows to the limited partners since 1989. Management anticipates that distributions from cash flows will continue in 2001. The distributions may be supplemented by proceeds from property sales or principal repayment of notes receivable, if any. If additional properties are sold or notes receivable are repaid, proceeds are distributed to the partners instead of reinvested, future distributions are expected to decrease.

    Inflation is not expected to negatively impact the operations of the Partnership due to the structure of its investment portfolio. The leases all provide a minimum rental which the lessee is

9



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.

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 March 31, 2001 to the three months ended March 31, 2000  Base rent increased $3,644 or 3% from the previous year. The net increase was primarily due to the rent increases in 2001.

    In the three months ended March 31, 2000 to the three months ended March 31, 2001, operating expenses increased by $34,039. Accounting and legal expenses increased by $33,908 in the first quarter of 2001 as compared to the first quarter of 2000. The increase in accounting and legal expenses are largely attributable to amounts paid for a) tax preparation and audit fees in the first quarter of 2001 and b) legal matters related to the transfer and ownership of certain partnership units. Overall, other expenses and other income did not significantly vary between the two periods.

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, 2000.

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 March 31, 2001.

10


PART II. OTHER INFORMATION

    Items 1 through 5 have been omitted since no events occurred with respect to these items.

Item 6. Exhibits and Reports on Form 8-K

    (a)
    None

    (b)
    Reports on Form 8-K
    The Partnership filed no reports on Form 8-K during the quarter ended March 31, 2001.


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: May 10, 2001   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

11




QuickLinks

EXCEL PROPERTIES, LTD. INDEX TO FINANCIAL STATEMENTS
EXCEL PROPERTIES, LTD. BALANCE SHEETS
EXCEL PROPERTIES, LTD. STATEMENTS OF INCOME—UNAUDITED
EXCEL PROPERTIES, LTD. STATEMENTS OF CHANGES IN PARTNERS' EQUITY—UNAUDITED
EXCEL PROPERTIES, LTD. STATEMENTS OF CASH FLOWS—UNAUDITED
EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS—UNAUDITED
SIGNATURES
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