EX-99.1 7 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, 2005

with Report of Independent Auditors

 

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TEJON DERMODY INDUSTRIAL, LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2005

TABLE OF CONTENTS

 

Report of Independent Auditors

   88

Balance Sheets

  

December 31, 2005 and 2004

   89

Statements of Operations

  

Years Ended December 31, 2005, 2004, and 2003

   90

Statements of Members’ Equity (Deficit)

  

Years Ended December 31, 2005, 2004 and 2003

   91

Statements of Cash Flows

  

Years Ended December 31, 2005, 2004 and 2003

   92

Notes to Financial Statements

   93

 

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Report of Independent Auditors

To the Members of

Tejon Dermody Industrial, LLC

We have audited the accompanying balance sheets of Tejon Dermody Industrial, LLC (the Company) as of December 31, 2005 and 2004, and the related statements of operations, members’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2005. 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included 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, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Los Angeles, California

March 7, 2006

 

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Tejon Dermody Industrial, LLC

Balance Sheets

 

     December 31  
     2005     2004  

Assets

    

Cash

   $ 133,844     $ 122,627  

Prepaid expenses

     1,963       51,539  

Property, building and improvements, net

     12,426,421       13,149,955  

Other assets, net

     577,191       86,683  
                

Total assets

   $ 13,139,419     $ 13,410,804  
                

Liabilities and members’ deficit

    

Liabilities:

    

Accounts payable and accrued expenses

   $ 121,898     $ 157,895  

Notes payable to members

     2,550,000       1,800,000  

Notes payable - construction loan

     12,020,895       12,020,895  
                

Total liabilities

     14,692,793       13,978,790  

Members’ deficit

     (1,553,374 )     (567,986 )
                

Total liabilities and members’ deficit

   $ 13,139,419     $ 13,410,804  
                

See accompanying notes.

 

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Tejon Dermody Industrial, LLC

Statements of Operations

 

     Year ended December 31  
     2005     2004     2003  

Revenues

      

Rental and other operating income

   $ 1,135,389     $ 184,435     $ 771,281  

Interest income

     —         —         543  

Other income

     65,450       7,500       1,457  
                        

Total revenues

     1,200,839       191,935       773,281  
                        

Expenses

      

Operating expenses

     653,067       617,640       611,672  

Interest expense

     803,524       502,959       477,401  

Depreciation expense

     409,417       406,470       405,974  

Amortization expense

     62,485       30,136       771,275  

Other expenses

     257,734       14,332       429,437  
                        

Total expenses

     2,186,227       1,571,537       2,695,759  
                        

Net loss

   $ (985,388 )   $ (1,379,602 )   $ (1,922,478 )
                        

 

See accompanying notes.

 

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Tejon Dermody Industrial, LLC

Statements of Members’ Equity (Deficit)

 

     Tejon Industrial
Corporation
    Dermody
Properties
    Total  

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 )

Net loss

     (492,694 )     (492,694 )     (985,388 )
                        

Balance at December 31, 2005

   $ (776,687 )   $ (776,687 )   $ (1,553,374 )
                        

 

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Tejon Dermody Industrial, LLC

Statements of Cash Flows

 

     Year ended December 31  
     2005     2004     2003  

Operating activities

      

Net loss

   $ (985,388 )   $ (1,379,602 )   $ (1,922,478 )

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

      

Depreciation and amortization

     471,902       436,606       1,177,249  

Abandoned project

     234,676       —         —    

Allowance for doubtful accounts

     —         —         37,178  

Changes in operating assets and liabilities:

      

Accounts receivable

     —         —         379,635  

Prepaid expenses and other assets

     (503,417 )     (118,610 )     3,629  

Accounts payable and accrued expenses

     (35,997 )     80,257       (39,653 )
                        

Net cash used in operating activities

     (818,224 )     (981,349 )     (364,440 )

Investing activities

      

Property, building and improvements expenditures, net of reimbursements

     79,441       (238 )     (41,979 )
                        

Net cash provided by (used in) investing activities

     79,441       (238 )     (41,979 )

Financing activities

      

Proceeds from notes payable - construction loan

     —         —         266,372  

Proceeds from notes payable to members

     750,000       1,100,000       —    

Distributions to members

     —         —         (6,116 )
                        

Net cash provided by financing activities

     750,000       1,100,000       260,256  
                        

Net increase (decrease) in cash

     11,217       118,413       (146,163 )

Cash at beginning of the year

     122,627       4,214       150,377  
                        

Cash at end of the year

   $ 133,844     $ 122,627     $ 4,214  
                        

Supplemental Cash Flow Information

      

Interest paid

   $ 954,210     $ 418,634     $ 477,401  
                        

 

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TEJON DERMODY INDUSTRIAL, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

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, 2005 and 2004, 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.

 

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Depreciation is computed using the straight-line method. Buildings and improvements are depreciated using lives of 30 years while tenant improvements are depreciated over the lesser of 15 years or the life of the related lease. Depreciation expense totaled $409,417, $406,470, and $405,974, during the years ended December 31, 2005, 2004 and 2003, respectively.

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, 2005 other assets included unamortized lease commissions of $314,116 and unamortized lease acquisition fees of $16,050. There were no unamortized lease costs at December 31, 2004.

Loan fees are capitalized and amortized over the term of the loan. At December 31, 2005 and December 31, 2004 unamortized loan fees totaling $10,045 and $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 2005, rental revenues were from three tenants, two of which have long term leases and one of which is a temporary month to month lease. One of these tenants accounted for 66% of 2005 revenues. During 2004, rental revenues were associated with two temporary month to month leases, and during 2003 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 Loan

At December 31, 2005 and 2004, 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 (6.17% and 4.21% at December 31, 2005 and December 31, 2004 respectively). The loan is currently being refinanced, and the original due date of January 31, 2006 has been extended to July 31, 2006 while the terms of the refinancing are being finalized. The new terms are anticipated to be at least as favorable as the terms under the prior loan agreement. The current loan is being guaranteed by the Company’s members.

The Company did not capitalize any interest costs in 2005, 2004 or 2003.

4. Notes Payable to Members

At December 31, 2005 and 2004, the Company had outstanding $2,550,000 and $1,800,000 respectively in notes payable to members. The notes are not collateralized, include interest at

 

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the rate of prime plus 2% (9.25% at December 31, 2005 and 7% at December 31, 2004) and are payable on demand. Interest expense on these notes totaled $173,957 and $84,325 for the years ended December 31, 2005 and 2004 respectively. As of December 31, 2005 there was no interest outstanding on these notes, and as of December 31, 2004 there was $150,686 which is included in accounts payable and accrued expenses.

5. Property, Building and Improvements, Net

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

 

     2005     2004  

Land

   $ 1,478,862     $ 1,478,862  

Building

     11,975,742       11,975,742  

Building and tenant improvements

     562,871       109,172  

Work in progress

     —         767,815  
                
     14,017,475       14,331,591  

Less accumulated depreciation

     (1,591,054 )     (1,181,636 )
                

Property, building and improvements, net

   $ 12,426,421     $ 13,149,955  
                

During 2005, the company determined that $234,676 of construction drawings that had been prepared in anticipation of constructing a future building would never be used, and as a result the value of the drawings was expensed in full. Additionally, $594,776 of land improvements that were paid for by the Company, were reimbursed by one of the members during 2005. The value of the drawings and the improvements were both included in property, building and improvements in 2004.

6. Operating Leases

The Company executed leases during 2005 for its 650,000 square foot building to three tenants for periods ranging from month to month agreements up to five year terms. The cost of the land and the building that are leased under these agreements are $14,017,475 and the related accumulated depreciation at December 31, 2005 and 2004 are $1,591,054 and $1,181,636 respectively. Minimum future rentals under the current lease agreements are $1,412,357 for 2006, $1,568,353 for 2007, $1,453,200 for 2008, $703,126 for 2009 and $468,751 for 2010.

In March 2002, the Company entered into an operating lease with Daisytek International Corp which filed for protection under Chapter 11 of the bankruptcy laws in May 2003. Daisytek defaulted on the lease agreement and all deferred charges relating to that lease were expensed during 2003.

7. Related Party Transactions

Included in accounts payable and accrued expenses at December 31, 2005 and 2004 are $20,631 and $1,677, respectively, of advances received from members for operating expenses.

8. Contingencies

The Company is subject to various claims and litigation in the ordinary course of business. As of December 31, 2005 and 2004, no accruals for estimated losses on such matters were considered to be necessary.

 

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