EX-99.1 10 dex991.htm FINANCIAL STATEMENTS OF TEJON DERMODY, LLC Financial Statements of Tejon Dermody, LLC

EXHIBIT 99.1

 

SIGNIFICANT SUBSIDIARIES

 

Financial Statements

Tejon Dermody Industrial, LLC

December 31, 2004

with Report of Independent Auditors


TEJON DERMODY INDUSTRIAL, LLC

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2004

 

TABLE OF CONTENTS

 

Report of Independent Auditors

   1

Balance Sheets
December 31, 2004 and 2003

   2

Statements of Operations
Years Ended December 31, 2004, 2003, and 2002

   3

Statements of Members’ Capital
Years Ended December 31, 2004, 2003 and 2002

   4

Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002

   5

Notes to Financial Statements

   6


Report of Independent Auditors

 

To the Members of

Tejon Dermody Industrial, LLC

 

We have audited the accompanying balance sheets of Tejon Dermody Industrial, LLC as of December 31, 2004 and 2003, and the related statements of operations, members’ capital and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tejon Dermody Industrial, LLC at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States.

 

Ernst & Young LLP

Los Angeles, California

March 8, 2005

 

1


Tejon Dermody Industrial, LLC

Balance Sheets

 

     December 31

     2004

    2003

Assets

              

Cash

   $ 122,627     $ 4,214

Prepaid expenses

     51,539       2,136

Property, building and improvements, net

     13,149,955       13,556,187

Other assets

     86,683       47,612
    


 

Total assets

   $ 13,410,804     $ 13,610,149
    


 

Liabilities and members’ capital (deficit)

              

Liabilities:

              

Accounts payable and accrued expenses

   $ 157,895     $ 77,638

Notes payable to members

     1,800,000       700,000

Notes payable - construction loan

     12,020,895       12,020,895
    


 

Total liabilities

     13,978,790       12,798,533

Members’ capital (deficit)

     (567,986 )     811,616
    


 

Total liabilities and members’ capital (deficit)

   $ 13,410,804     $ 13,610,149
    


 

 

See accompanying notes.

 

2


Tejon Dermody Industrial, LLC

Statements of Operations

 

     Year ended December 31

 
     2004

    2003

    2002

 

Revenues

                        

Rental and other operating income

   $ 184,435     $ 771,281     $ 953,260  

Interest income

     —         543       2,602  

Other income

     7,500       1,457       —    
    


 


 


Total revenues

     191,935       773,281       955,862  
    


 


 


Expenses

                        

Operating expenses

     617,640       611,672       383,213  

Interest expense

     502,959       477,401       481,752  

Depreciation expense

     406,470       405,974       369,193  

Amortization expense

     30,136       771,275       26,596  

Other expenses

     14,332       429,437       27,312  
    


 


 


Total expenses

     1,571,537       2,695,759       1,288,066  
    


 


 


Net loss

   $ (1,379,602 )   $ (1,922,478 )   $ (332,204 )
    


 


 


 

See accompanying notes.

 

3


Tejon Dermody Industrial, LLC

Statements of Members’ Capital

 

     Tejon Industrial
Corporation


    Dermody
Properties


    Total

 

Balance at December 31, 2001 (unaudited)

   $ 1,536,207     $ 1,536,207     $ 3,072,414  

Net loss

     (166,102 )     (166,102 )     (332,204 )
    


 


 


Balance at December 31, 2002

     1,370,105       1,370,105       2,740,210  

Net loss

     (961,239 )     (961,239 )     (1,922,478 )

Distributions to members

     (3,058 )     (3,058 )     (6,116 )
    


 


 


Balance at December 31, 2003

     405,808       405,808       811,616  

Net loss

     (689,801 )     (689,801 )     (1,379,602 )
    


 


 


Balance at December 31, 2004

   $ (283,993 )   $ (283,993 )   $ (567,986 )
    


 


 


 

4


Tejon Dermody Industrial, LLC

Statements of Cash Flows

 

     Year ended December 31

 
     2004

    2003

    2002

 

Operating activities

                        

Net loss

   $ (1,379,602 )   $ (1,922,478 )   $ (332,204 )

Adjustments to reconcile net loss to net cash used in operating activities

                        

Depreciation and amortization

     436,606       1,177,249       395,789  

Allowance for doubtful accounts

     —         37,178       —    

Changes in operating assets and liabilities:

                        

Accounts receivable

     —         379,635       (412,297 )

Prepaid expenses and other assets

     (118,610 )     3,629       (800,192 )

Accounts payable and accrued expenses

     80,257       (39,653 )     105,169  
    


 


 


Net cash used in operating activities

     (981,349 )     (364,440 )     (1,043,735 )

Investing activities

                        

Property, building and improvements expenditures

     (238 )     (41,979 )     (1,435,026 )
    


 


 


Net cash used in investing activities

     (238 )     (41,979 )     (1,435,026 )

Financing activities

                        

Proceeds from notes payable - construction loan

     —         266,372       1,519,030  

Proceeds from notes payable to members

     1,100,000       —         700,000  

Distributions to members

     —         (6,116 )     —    
    


 


 


Net cash provided by financing activities

     1,100,000       260,256       2,219,030  
    


 


 


Net increase (decrease) in cash

     118,413       (146,163 )     (259,730 )

Cash at beginning of the year

     4,214       150,377       410,107  
    


 


 


Cash at end of the year

   $ 122,627     $ 4,214     $ 150,377  
    


 


 


Supplemental Cash Flow Information

                        

Interest paid

   $ 418,634     $ 477,401     $ 481,752  
    


 


 


 

5


TEJON DERMODY INDUSTRIAL, LLC

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004

 

1. Organization and Business

 

Tejon Dermody Industrial, LLC (the Company), a Delaware limited liability company, was established on January 19, 2001 with Dermody Properties, a Nevada corporation and Tejon Industrial Corporation, a California corporation, as members. Each member has a 50% share of ownership and profits or losses. The Company was formed for the purpose of acquiring, developing, leasing and operating real properties. During 2001, the Company completed the construction of a 651,000 square foot industrial building located in the Tejon Industrial Complex. The Company’s operations are dependent on the financial and operational support of its members.

 

2. Summary of Significant Accounting Policies

 

Accounting estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses. Actual results could vary from those estimates and such differences may be material to the financial statements.

 

Property, Building and Improvements

 

Property, building and improvements are stated at the lower of cost less accumulated depreciation or estimated fair value, as appropriate. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of the asset exceeds its estimated fair value, the Company recognizes an impairment loss equal to the difference between its carrying amount and its estimated fair value. After an impairment is recognized, the reduced carrying amount of the asset is accounted for as its new cost. For depreciable assets, the new cost is depreciated over the asset’s remaining useful life. Generally, fair value is estimated using discounted cash flows, direct capitalization or market comparison analyses. The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors. Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events could occur which would have affected the recorded amount of an asset. As of December 31, 2004 and 2003, the assets’ carrying values did not exceed their estimated fair values based on impairment analyses performed as of these dates.

 

Maintenance and repair costs are charged to operating expenses as incurred, while significant improvements, replacements and major renovations are capitalized.

 

Depreciation is computed using the straight-line method. Buildings and improvements are depreciated using lives of 30 years while tenant improvements are depreciated over 15 years or the life of the related lease. Depreciation expense totaled $406,470, $405,974 and $369,193, during the years ended December 31, 2004, 2003 and 2002, respectively.

 

6


Deferred Charges

 

Costs associated with leasing of buildings are capitalized to other assets and amortized using the straight-line method over the term of the related lease. These deferred charges are fully expensed in any period in which a tenant defaults on a lease. At December 31, 2004 and 2003, there were no unrecognized leasing costs.

 

Loan fees are capitalized and amortized over the term of the loan. At December 31, 2004, unamortized loan fees totaling $50,226 were included in other assets.

 

Revenue Recognition

 

Rental revenue is recognized on a straight-line basis based on the terms of the underlying lease agreements. Rental revenue is not accrued when a tenant vacates the premises and ceases to make rent payments or files for bankruptcy.

 

During 2004 rental revenue is associated with temporary month to month leases from two tenants. During 2003 and 2002 one tenant accounted for the entire amount of the Company’s revenues.

 

Income Taxes

 

No provision has been made in the accompanying financial statements for federal or state income taxes because the Company is treated as a partnership for tax purposes and the results of operations are included in the tax returns of its members.

 

3. Notes Payable – Construction Loans

 

At December 31, 2004 and 2003, the Company had $12,020,895 outstanding under a construction loan agreement with Bank of America. The loan is collateralized by real estate assets owned by the Company. The loan bears interest at a variable rate based on the LIBOR rate (4.21% and 3.6% at December 31, 2004 and 2003, respectively). The outstanding amounts are due and payable in January 2006 and have been guaranteed by the Company’s members.

 

The Company did not capitalize any interest costs in 2004, 2003 or 2002.

 

4. Notes Payable to Members

 

At December 31, 2004 and 2002, the Company had outstanding $1,800,000 and $700,000, respectively in notes payable to members. The notes are not collateralized, include interest at the rate of prime plus 2% (7.5% at December 31, 2004 and 6.0% at December 31, 2003) and are payable on demand. Interest expense on these notes totaled $84,325 and $42,849 for the years ended December 31, 2004 and 2003, respectively. As of December 31, 2004 and 2003, unpaid interest on the notes totaling $150,686 and $66,361 is included in accounts payable and accrued expenses.

 

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5. Property, Building and Improvements, Net

 

Property, building and improvements, net, consisted of the following at December 31:

 

     2004

    2003

 

Land

   $ 1,478,862     $ 1,478,862  

Building

     11,975,742       11,975,742  

Building and tenant improvements

     109,172       109,172  

Work in progress

     767,815       767,578  
    


 


       14,331,591       14,331,354  

Less accumulated depreciation

     (1,181,636 )     (775,167 )
    


 


Property, building and improvements, net

   $ 13,149,955     $ 13,556,187  
    


 


 

6. Operating Leases

 

The Company had an operating lease with Daisytek International Corp. that it entered into in March 2002. In May 2003 Daisytek filed for protection under Chapter 11 of the bankruptcy laws and defaulted on their lease agreement. There are currently no minimum lease payments receivable in future periods. All deferred charges related to the lease were expensed during 2003.

 

7. Related Party Transactions

 

Included in accounts payable and accrued expenses at December 31, 2004 and 2003 are $1,677 and $288, respectively, of advances received from members for operating expenses.

 

8