Back to GetFilings.com
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: Commission File Number:
DECEMBER 31, 1999 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 [ ]
2
PART I
ITEM 1. DESCRIPTION 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. The net effect
is that, under normal circumstances, no expenses will offset the rental revenue
from the property. Most of the 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 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, but only if the financing proceeds equal or
exceed 100% of the Partnership's capital invested in the property or properties
(including a prorata amount of the Partnership's public offering unit selling
commissions and organization expenses). 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 are 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 general partners are currently attempting to sell all of the properties held
by the Partnership. The selling of the properties could take several years as
the general partners attempt 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 general
partners may change its plans in the future.
ITEM 2. PROPERTIES
The Partnership presently owns eight properties as follows:
KINDER-CARE LEARNING CENTERS
The Partnership owns four properties on lease to Kinder-Care, Inc., the nation's
largest provider of day-care centers.
KINDER-CARE LEARNING CENTER - WEST CARROLLTON, OHIO
Date of purchase: May 28, 1987
Purchase price: $190,337
Property description: This property is located approximately eight miles
southwest of Dayton, Ohio in the suburb of West Carrollton. The building
contains 4,650 square feet and is situated on .55 acres of land.
The current lease expires December 31, 2001. The annual rent over the
remainder of the lease is as follows:
3
January 1, 2000 to December 31, 2001 $35,526
KINDER-CARE LEARNING CENTER - COLUMBUS, OHIO
Date of purchase: May 28, 1987
Purchase price: $190,337
Property description: This property is located in Columbus, Ohio. The
building is situated on .538 acres and contains 4,650 square feet. The
property has been sublet by Kinder-Care to Children Today, another
child-care provider.
The property is on lease until July 31, 2001. The annual rent over the
remainder of the lease is as follows:
January 1, 2000 to December 31, 2000 $35,526
January 1, 2001 to July 31, 2001 $20,724
KINDER-CARE LEARNING CENTER - DAYTON, OHIO
Date of purchase: May 28, 1987
Purchase price: $190,337
Property description: This property is located approximately thirty
miles northeast of Dayton, Ohio in the Mud River Township. The building
is situated on .645 acres and contains 4,650 square feet.
The current lease expires December 31, 2001. The annual base rent over
the remaining term of the lease is as follows:
January 1, 2000 to December 31, 2001 $35,526
KINDER-CARE LEARNING CENTER - INDIANAPOLIS, INDIANA
Date of purchase: May 2, 1989
Purchase price: $201,080
Property description: This property is located at 1034 N. Whitcomb Ave.
in Indianapolis, Indiana. The building contains 4,487 square feet and is
situated on .598 acres.
The current lease expires December 31, 2000 with gross rents of $49,694
per year.
PARAGON RESTAURANT GROUP, INC.
The Partnership owns two properties operated as Mountain Jack's Restaurants, on
lease to Paragon Steakhouse Restaurants, Inc. The company, headquartered in San
Diego, California, is one of the nation's premier specialty restaurant chain
operators. Their trade names include Mountain Jack's and Hungry Hunter.
MOUNTAIN JACK'S RESTAURANT - MIDDLEBURG HEIGHTS, OHIO
Date of purchase: July 21, 1987
Purchase price: $1,046,222
Property description: The property, situated on 1.72 acres and
containing 6,331 square feet, is an upscale steak and seafood restaurant
located in Middleburg Heights, Ohio, a suburb of Cleveland. It has
seating for approximately 163 persons and parking for approximately 115
cars.
4
The annual lease payment is the greater of $104,500 or 5% of the gross
sales. The lease expires on July 20, 2005.
MOUNTAIN JACK'S RESTAURANT - LAFAYETTE, INDIANA
Date of purchase: September 29, 1987
Purchase price: $1,080,096
Property description: This property is located at 2411 State Road 26
East, Lafayette, Indiana. Lafayette is strategically located between
Chicago, Illinois to the north and Indianapolis, Indiana to the south.
It is the home of Purdue University. The property is situated on 1.72
acres, contains 8,274 gross square feet and has seating for
approximately 294 persons. The site is ideally located along a main
commercial artery and is surrounded by seven hotels.
The annual lease payment is the greater of $107,800 or 5% of the gross
sales. The lease expires on September 28, 2005.
AUTOWORKS - BELLEVUE, NEBRASKA
Date of purchase: July 5, 1988
Purchase price: $688,580
Property description: The property is located at a major shopping center
at 915 Fort Crook Road, Bellevue, Nebraska, a suburb of Omaha, Nebraska.
Bellevue is the home of the Strategic Air Command (SAC) which
contributes largely to the area economy. The improvements consist of a
free standing concrete block and glass building containing 4,870 square
feet.
The base minimum annual rent is $80,500 per year with scheduled rental
increases occurring every third year of the lease based on increases in
the Consumer Price Index not to exceed a 10% increase. The lease expires
on July 5, 2008.
PONDEROSA RESTAURANT - ANN ARBOR, MICHIGAN
Date of purchase: January 20, 1989
Purchase price: $759,618
Property description: The property, containing 5,034 square feet, is
situated on approximately one acre located at 3354 East Washtenaw
Street, Ann Arbor, Michigan. The property is surrounded by numerous
commercial enterprises including the Arbor Land enclosed shopping mall.
The lease calls for a minimum rent of $77,187 plus 6.5% of the annual
gross sales in excess of the average annual sales for the years 1989 and
1990.
The lease expires September 21, 2003.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
5
ITEM 5. MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED SECURITY
HOLDER MATTERS
A) A public market for the Partnership's units does not exist.
B) As of December 31, 1999, there were 1,670 investors holding 135,199 units.
C) The Partnership made its first cash flow distribution from operations
in May 1987. Since that date, consistent cash distributions have been
made at the end of each calendar quarter through December 31, 1999. The
Partnership expects to continue to make cash distributions on a
quarterly basis in the future to the extent the Partnership continues
to generate net operating income, or realize proceeds through property
sales.
PART II
ITEM 6. SELECTED FINANCIAL DATA
The following information has been selected from the financial statements of the
Partnership:
INCOME STATEMENT DATA
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- -----------
Total rental revenue $ 598,103 $ 670,691 $ 827,221 $1,048,015 $ 1,185,371
Interest and other income 120,217 119,518 156,668 202,786 129,399
Operating expenses:
Property expenses 37,234 32,240 70,308 214,221 63,761
General and administrative 46,763 49,893 94,589 59,106 36,972
Depreciation 98,669 126,485 143,021 176,133 193,696
Net income before real estate sales 535,654 581,591 675,971 801,341 1,020,341
Gain on sale
of real estate 389,300 99,986 84,373 880,643 450,293
Net income 924,954 681,577 760,344 1,681,984 1,470,634
Per Unit Data:
Net income 6.77 4.71 5.45 12.07 10.77
Distributions 16.83 15.05 21.96 25.10 8.50
BALANCE SHEET DATA
Net real estate 3,271,841 4,452,546 5,777,802 6,213,838 8,414,719
Cash 289,446 412,033 444,616 1,393,367 1,817,201
Accounts receivable, net 2,222 8,998 19,897 79,217 165,083
Total assets 4,717,775 6,041,019 7,415,403 9,665,303 11,417,867
Total liabilities 46,172 19,369 37,333 45,898 50,213
Partners' equity 4,671,603 6,021,650 7,378,070 9,619,405 11,367,654
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Certain statements in this Form 10-K may be deemed to be "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities and Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results of the Partnership to be
materially different from historical results or from any results expressed or
implied by such forward-looking statements.
The following discussion should be read in conjunction with the financial
statements and the notes thereto. Historical results and percentage
relationships set forth in the Statements of Income contained in the Financial
Statements, including trends which might appear, should not be taken as
indicative of future operations.
Comparison of year ended December 31, 1999 to year ended December 31, 1998.
The net income of the Partnership increased by $243,377 in 1999 when compared to
1998. The differences in income and expenses are explained below.
Rental revenue decreased by $72,588 or 11% to $598,103 in 1999 from $670,691 in
1998. The decrease in rental revenue was primarily attributed to the sale in
March 1999 of a building that was leased to Payless Shoes and a sale of a
building in May 1998 that was leased to Timberlodge Steakhouse. These properties
accounted for $100,986 in rental revenue in 1998 as compared to $17,696 in 1999.
During 1999, the Partnership sold four properties. In February 1999, the
Partnership sold a vacant building in Kenner, Louisiana that was formerly on
lease to Toddle House Restaurant. The net sale price for the building was
$222,849 and a $34,534 gain was recognized on the sale. In March 1999, the
Partnership sold a building in Plant City, Florida that was on lease to Payless
Shoe Store. The net sale price for the building was $645,975 and a $71,313 gain
was recognized on the sale. In September 1999, the Partnership sold two
buildings that were on lease to Kindercare. The net sale price for the
Kindercare located in Gahanna, Ohio was $325,019 and the net sale price for the
Kindercare located in Grove City, Ohio was $271,291. The partnership recognized
a gain of $170,848 and $112,605, respectively, on these sales.
In May 1998, the Partnership sold a building that was leased by Timberlodge
Steakhouse in Burnsville, Minnesota. The net proceeds for the building were
$689,760 and a gain of $100,094 was recognized. In September 1998, the
Partnership sold a vacant building in Alton, Illinois, formerly on lease to
Ponderosa Restaurant. The sale price for the building was $610,000 which
resulted in a loss of $108 on the sale.
Operating expenses decreased by $25,952 or 12% in 1999 from 1998. Depreciation
expense decreased by $27,816 or 22% due to property sales in 1998 and 1999.
Property tax expense decreased by $21,753 or 99%. The decrease in property tax
expense is attributable to the Company paying for the property taxes that would
have been paid by the Ponderosa Restaurant and Toddle House in 1998. In 1999,
the Company paid property taxes that would have been paid by Kindercare in
Columbus, Ohio. Subsequently, the Company charged Kindercare for the amount of
the property taxes paid on their behalf. Bad debt expense increased by $27,478
as compared to 1998. The increase is primarily due to Kindercare in Columbus,
Ohio. Other expenses and other income varied very little between the two
accounting periods.
Comparison of year ended December 31, 1998 to year ended December 31, 1997.
The net income of the Partnership decreased by $78,767 in 1998 when compared to
1997. The differences in income and expenses are explained below.
Rental revenue decreased by $156,530 or 19% to $670,691 in 1998 from $827,221 in
1997. The decrease in rental revenue was primarily attributed to the sale in
August 1997 of a building that was leased to Kindercare, and to Toddle House
Restaurant, which is bankrupt and no longer being charged rents. These
properties accounted for $49,252 in rental revenue in 1997. In May 1998, the
sale of a building leased to Timber Lodge Restaurant accounted for approximately
$70,627
7
in rental revenue in 1997 as compared to $30,201 in 1998. In September 1998, the
sale of a building leased to Ponderosa Restaurant, which was vacant in 1998,
accounted for approximately $70,359 in rental revenue in 1997 as compared to $0
in 1998.
Interest income decreased by $37,150 or 24% in 1998 from 1997. This decrease was
due primarily to finance charges for Toddle House Restaurants in 1997 of
approximately $28,680. No such charges were assessed in 1998.
Operating expenses decreased by $99,300 in 1998 from 1997. The net decrease was
primarily attributed to the $45,371 decrease in bad debt expense and a decrease
of $42,614 in accounting and legal expenses. The bad debt expense for 1998 was
$3,521 as compared to $48,892 in 1997. The decrease in bad debts expense relates
to reserves for Toddle House Restaurants, which is in Chapter 11 Bankruptcy, but
was being charged rents in 1997. The decrease in accounting and legal expenses
relates to legal fees paid by the Partnership in 1997 of approximately $48,131
relating to Ponderosa Restaurant. No such fees were incurred in 1998. Property
tax expense increased by $8,320 or 61%. This increase is attributed to the
Company incurring property taxes expenses that would have been paid by
Ponderosa, who had vacated one of the Company's properties and has stopped
paying rents, and Toddle House, which is in Chapter 11 Bankruptcy. Overall,
other expenses and other income varied little between the two accounting
periods.
During 1998, the Partnership sold two properties. In May 1998, the Partnership
sold a building leased to Timber Lodge Restaurant in Burnsville, Minnesota. The
net sales price was $689,760 and a $100,094 gain was recognized on the sale. In
September 1998, the Partnership sold a building leased to Ponderosa Restaurant
in Alton, Illinois. The net sales price was $608,997 and a $108 loss was
recognized on the sale.
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 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 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.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership has $289,446 in cash at December 31, 1999, with no outstanding
debt on any of the properties that it owns. In January 2000, the Partnership
distributed accumulated cash to the partners in the amount of $151,0000. The
Partnership has income of approximately $44,402 per month from rental revenue.
Also, the 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 should buildings become vacant.
However, cash flow from operations would decrease and thus, less cash would be
available for distribution. 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.
CERTAIN CAUTIONARY STATEMENTS
Certain statements in this Form 10-Q are not historical fact and constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of the Partnership to be materially different from historical results or
from any results expressed or implied by such forward-looking statements. Such
risk, uncertainties and other factors include, but are not limited to, the
following risks:
8
Economic Performance and Value of Properties Dependent on Many Factors. Real
property investments are subject to varying degrees of risk. The economic
performance and values of real estate can be affected by many factors, including
changes in the national, regional and local economic climates, local conditions
such as an oversupply of space or reductions in demand for real estate in the
area, the attractiveness of the properties to tenants, competition from other
available space, the ability of the owner to provide adequate maintenance and
insurance and increased operating costs.
Dependence on Rental Revenue from Real Property. Since substantially all of the
Partnership's income is derived from rental revenue from real property, the
Partnership's income and funds for distribution would be adversely affected if a
significant number of the Partnership's tenants were unable to meet their
obligations to the Partnership, if the Partnership were unable to lease a
significant amount of space in its buildings on economically favorable lease
terms, or as the properties are sold. There can be no assurance that any tenant
whose lease expires in the future will renew such lease or that the Partnership
will be able to re-lease space on economically advantageous terms.
Illiquidity of Real Estate Investments. Equity real estate investments are
relatively illiquid and therefore tend to limit the ability of the Partnership
to vary its portfolio promptly in response to changes in economic or other
conditions.
Risk of Bankruptcy of Tenants. The bankruptcy or insolvency of a tenant would
have an adverse impact on the property affected and on the income produced by
such property. Under bankruptcy law, a tenant has the option of assuming
(continuing) or rejecting (terminating) any unexpired lease. If the tenant
assumes its lease with the Partnership, the tenant must cure all defaults under
the lease and provide the Partnership with adequate assurance of its future
performance under the lease. If the tenant rejects the lease, the Partnership's
claim for breach of the lease would (absent collateral securing the claim) be
treated as a general unsecured claim. The amount of the claim would be capped at
the amount owed for unpaid pre-petition lease payments unrelated to the
rejection, plus the greater of one years' lease payments or 15% of the remaining
lease payments payable under the lease (but not to exceed the amount of three
years' lease payments). At December 31, 1999, the Company had no tenants under
bankruptcy.
Environmental Risks. Under various federal, state and local laws, ordinances and
regulations, the Partnership may be considered an owner or operator of real
property or may have arranged for the disposal or treatment of hazardous or
toxic substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the
Partnership knew of, or was responsible for, the presence of such hazardous
toxic substances.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership is filing as part of this report, its financial statements which
contain the following:
Page
----
1) Report of Independent Accountants F-2
2) Balance Sheets
December 31, 1999 and 1998 F-3
3) Statements of Income
Years Ended December 31, 1999, 1998 and 1997 F-4
4) Statements of Changes in Partners' Equity
Years Ended December 31, 1999, 1998 and 1997 F-5
5) Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997 F-6
6) Notes to Financial Statements F-7
7) Financial Statement Schedules:
II - Valuation and Qualifying Accounts
Years Ended December 31, 1999, 1998 and 1997 F-11
III - Real Estate and Accumulated Depreciation
December 31, 1999 F-12
9
PART III
ITEM 10. GENERAL PARTNERS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The general partners of the Partnership are New Plan Excel Realty Trust, Inc., a
Maryland corporation ("New Plan"), and Gary B. Sabin. Neither Gary B. Sabin nor
the executive officers of the company receive compensation from the Partnership.
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. The General Partner and the officers
and employees of the Company spend such time in the administration of
Partnership affairs to the extent deemed necessary.
The names, ages and positions of responsibility held by the executive officers
and directors of the Company as follows:
Name Age Position
---- --- --------
Gary B. Sabin 45 President and Chairman of the Board
Richard B. Muir 44 Executive Vice President and Director
Graham R. Bullick 49 Senior Vice President
Mark T. Burton 39 Senior Vice President
James Y. Nakagawa 34 Chief Financial Officer
S. Eric Otteson 44 Senior Vice President
John Visconsi 55 Senior Vice President
FAMILY RELATIONSHIPS
Not Applicable.
BUSINESS EXPERIENCE
The following is a brief background of the directors and executive officers of
the Company.
GARY B. SABIN has served as Chief Executive Officer, President and Chairman of
the Board of Directors since January 1989. He is a graduate of Brigham Young
University and Stanford University's Graduate School of Business where he
received a master's degree as a Sloan Fellow. Mr. Sabin has extensive experience
in the financial services industry with emphasis in the areas of commercial real
estate and marketable securities.
RICHARD B. MUIR has served as Executive Vice President, Secretary and Director
of New Plan and/or the Company since January 1989. Mr. Muir has worked
extensively in the field of commercial real estate, developing expertise in real
estate acquisition, property management, leasing and project financing.
GRAHAM R. BULLICK, Ph.D. has served as Senior Vice President of the Company
since January 1991. Prior to joining the company, Mr. Bullick served for four
years as an account manager of a company specializing in organizational
development and service/quality systems.
MARK T. BURTON has served as Vice President of New Plan and /or the Company
since January 1989 and as a Senior Vice President since January 1996. Mr.
Burton's duties for the Company primarily consist of the evaluation and
selection of property acquisitions and dispositions. Mr. Burton has served in
various capacities with other affiliated companies since 1984.
JAMES Y. NAKAGAWA has served as Chief Financial Officer of the company since
October 1998. From March 1988 to October 1988, Mr. Nakagawa served as Controller
of the Company. Mr. Nakagawa served as Controller of New Plan from September
1994 to April 1999. Prior to joining New Plan, Mr. Nakagawa was a manager at
Coopers & Lybrand LLP. He is a certified public accountant.
S. ERIC OTTESON has served as Senior Vice President , General Counsel and
Assistant Secretary since the Company's formation. Mr. Otteson served as Senior
Vice President - Legal Affairs and Secretary of New Plan Excel from September
10
1998 to April 1999. Mr. Otteson also served as Senior Vice President, General
Counsel and Assistant Secretary if Excel Realty Trust from September 1996 to
September 1998. From 1987 to 1995, he was a senior partner in a San Diego law
firm.
JOHN A. VISCONSI has as served Legacy's Senior Vice President -Leasing/Asset
Management since May 1999. Mr. Visconsi served as Vice President - Leasing with
Excel Realty Trust and then New Plan Excel from January 1995 to April 1999. He
also served as Senior Vice President of Price Enterprises from January 1994 to
March 1995. From 1981 to 1994, Mr. Visconsi was Director of Leasing and Land
Development of Ernest W. Hahn, Inc.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no executive officers and has not paid nor proposes to pay
any compensation or retirement benefits to the directors or executive officers
of New Plan Excel Realty Trust, Inc. See ITEM 13 for compensation to the general
partner.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
No person is known by the Partnership to be the beneficial owner of more than 5%
of the limited partner units. The following information sets forth the number of
units owned directly or indirectly by affiliates.
PERCENT OF
NUMBER UNITS AT
TITLE OF CLASS BENEFICIAL OWNER OF UNITS 12/31/99
-------------- ---------------- -------- ----------
Units of Limited
Partnership Interest Gary B. Sabin None None
Units of Limited Excel Legacy Corporation
Partnership Interest 853 0.630%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The table below reflects compensation paid to the Company, or their affiliates
during the year ended December 31, 1999:
DESCRIPTION AMOUNT
----------- ------
Management fees $ 6,019
Administrative fees 10,800
Accounting 6,480
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) Documents filed as part of this report:
(1) (2) Financial statements under Item 8 in Part II hereof.
(3) Exhibits: 27.1 Financial Data Schedule
(B) Reports on Form 8-K
No reports on Form 8-K have been filed during the past year.
11
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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.
Date: March 28, 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
12
INDEX TO FINANCIAL STATEMENTS
----------
PAGE
----
1. FINANCIAL STATEMENTS:
Report of Independent Accountants - Squire & Co..................................F-2
Balance Sheets
December 31, 1999 and 1998....................................................F-3
Statements of Income
Years Ended December 31, 1999, 1998 and 1997..................................F-4
Statements of Changes in Partners' Equity
Years Ended December 31, 1999, 1998 and 1997..................................F-5
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997..................................F-6
Notes to Financial Statements....................................................F-7
2. FINANCIAL STATEMENT SCHEDULES:
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 1999, 1998 and 1997.................................F-11
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1999............................................................F-12
F-1
13
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Excel Properties, Ltd.
We have audited the accompanying balance sheets of Excel Properties, Ltd., as of
December 31, 1999 and 1998, and the related statements of income, changes in
partners' equity, and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 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 Excel Properties, Ltd., as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with generally accepted accounting principles.
Our audits were made for the purposes of forming an opinion in the basic
financial statements taken as a whole. Financial statement Schedules II and III
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
SQUIRE & CO.
February 7, 2000
Poway, California
F-2
14
EXCEL PROPERTIES, LTD.
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
----------
1999 1998
----------- -----------
ASSETS
Real estate:
Land $ 1,524,764 $ 2,142,112
Buildings 2,821,843 3,510,518
Less: accumulated depreciation (1,074,766) (1,200,084)
----------- -----------
Net real estate 3,271,841 4,452,546
Cash 289,446 412,033
Accounts receivable, less allowance for bad debts of
$30,999 and $0 in 1999 and 1998, respectively 2,222 8,998
Notes receivable 1,148,629 1,159,104
Interest receivable 5,637 5,733
Other assets -- 2,605
----------- -----------
Total assets $ 4,717,775 $ 6,041,019
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable:
Affiliates $ 20,708 $ 598
Other 1,520 2,493
Property taxes payable 5,174 0
Deferred rental income 18,770 16,278
----------- -----------
Total liabilities 46,172 19,369
----------- -----------
Partners' Equity:
General partner's equity 28,950 41,464
Limited partners' equity, 235,308 units authorized,
135,199 units issued and outstanding 4,642,653 5,980,186
----------- -----------
Total partners' equity 4,671,603 6,021,650
----------- -----------
Total liabilities and partners' equity $ 4,717,775 $ 6,041,019
=========== ===========
The accompanying notes are an integral part
of the financial statements
F-3
15
EXCEL PROPERTIES, LTD.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
----------
1999 1998 1997
-------- -------- --------
Revenue:
Base rent $ 598,103 $670,691 $827,221
Interest and other income 120,217 119,518 156,668
-------- -------- --------
Total revenue 718,320 790,209 983,889
-------- -------- --------
Operating Expenses:
Bad debts 30,999 3,521 48,892
Depreciation 98,669 126,485 143,021
Accounting and legal 25,696 25,220 67,834
Property taxes 216 21,969 13,649
Administrative 10,800 10,800 10,800
Management fees 6,019 6,750 7,767
Office expenses 10,267 13,873 15,955
-------- -------- --------
Total operating expenses 182,666 208,618 307,918
-------- -------- --------
Net income before real estate sales 535,654 581,591 675,971
Gain - sale of real estate 389,300 99,986 84,373
-------- -------- --------
Net income $ 924,954 $ 681,577 $760,344
======== ======== ========
Net income allocated to:
General partner $10,236 $ 45,438 $ 22,820
Limited partners 914,718 636,139 737,524
-------- -------- --------
Total $924,954 $681,577 $760,344
======== ======== ========
Net income per weighted average
limited partnership unit $ 6.77 $ 4.71 $ 5.45
======== ======== ========
The accompanying notes are an integral part
of the financial statements
F-4
16
EXCEL PROPERTIES, LTD.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
----------
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
----------- ----------- -----------
Balance at January 1, 1997 $ 23,573 $ 9,595,832 $ 9,619,405
Net income - 1997 22,820 737,524 760,344
Partner distributions - 1997 (30,017) (2,971,662) (3,001,679)
----------- ----------- -----------
Balance at December 31, 1997 16,376 7,361,694 7,378,070
Liquidation of Limited Partnership units - 1998 -- (3,000) (3,000)
Net income - 1998 45,438 636,139 681,577
Partner distributions - 1998 (20,350) (2,014,647) (2,034,997)
----------- ----------- -----------
Balance at December 31, 1998 41,464 5,980,186 6,021,650
Net Income - 1999 10,236 914,718 924,954
Partner distributions - 1999 (22,750) (2,252,251) (2,275,001)
----------- ----------- -----------
Balance at December 31, 1999 $ 28,950 $ 4,642,653 $ 4,671,603
=========== =========== ===========
The accompanying notes are an integral part
of the financial statements
F-5
17
EXCEL PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
----------
1999 1998 1997
----------- ----------- -----------
Cash flows from operating activities:
Net income $ 924,954 $ 681,577 $ 760,344
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation 98,669 126,485 143,021
Allowance for doubtful accounts 30,999 (191,765) 48,892
Gain on sale of real estate (389,300) (99,986) (84,373)
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (24,223) 202,664 10,429
Interest receivable 96 81 75
Other assets 2,605 (2,605) --
Increase (decrease) in liabilities:
Accounts payable 19,137 256 1,036
Property taxes payable 5,174 (19,089) 19,089
Tenant security deposits -- (5,000) --
Deferred rental income 2,492 5,870 (28,691)
----------- ----------- -----------
Net cash provided by operating activities 670,603 698,488 869,822
----------- ----------- -----------
Cash flows from investing activities:
Collection of escrow deposits -- -- 963,968
Proceeds from real estate sales 1,471,336 1,298,757 211,638
Collection of notes receivable 10,475 8,169 7,500
----------- ----------- -----------
Net cash provided by investing activities 1,481,811 1,306,926 1,183,106
----------- ----------- -----------
Cash flows from financing activities:
Redemption of partnership units -- (3,000) --
Cash distributions (2,275,001) (2,034,997) (3,001,679)
----------- ----------- -----------
Net cash used by financing activities (2,275,001) (2,037,997) (3,001,679)
----------- ----------- -----------
Net decrease in cash (122,587) (32,583) (948,751)
Cash at beginning of year 412,033 444,616 1,393,367
----------- ----------- -----------
Cash at end of year $ 289,446 $ 412,033 $ 444,616
=========== =========== ===========
The accompanying notes are an integral part
of the financial statements
F-6
18
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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 the dispositions are
reported as income or expense.
The Partnership assesses whether there has been an impairment in the
value of its real estate by considering factors such as expected future
operating income, trends, and prospects, as well as the effects of the
demand, competition and other economic factors. Such factors include a
lessee's ability to pay rent under the terms of the lease. If a property
is leased at a significantly lower rent, the Partnership may recognize a
permanent impairment loss if the income stream is not sufficient to
recover its investment.
CASH DEPOSITS
At December 31, 1999, the carrying amount of the Partnership's cash
deposits total $289,446. The bank balances are $340,445 of which
$200,000 which is covered by federal depository insurance.
STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE
There was no interest or taxes paid for the years ended December 31,
1999, 1998 or 1997. The Partnership had no noncash investing or
financing transactions in 1999 and 1998. In 1997, the Partnership
assumed a note receivable in the amount of $165,750 in conjunction with
the sale of a land parcel. This transaction is excluded from the
statement of cash flows.
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.
Continued F-7
19
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS, 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 reporting period. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the financial statements for
the years ended December 31, 1999 and 1998 in order to conform with the
current period presentation.
2. FINANCIAL STATEMENT AND TAX RETURN DIFFERENCES
The Partnership had the following differences between the financial
statements and the Partnership tax return.
1999 1998 1997
----------- ----------- -----------
Net income:
Financial statements $ 924,954 $ 681,577 $ 760,344
Tax returns 956,554 487,913 724,356
----------- ----------- -----------
Difference $ (31,600) $ 193,664 $ 35,988
=========== =========== ===========
Difference is due to:
Allowance for bad debts $ (30,999) $ 193,664 $ 44,252
Deferred gain - sale of building (601) -- (8,264)
----------- ----------- -----------
$ (31,600) $ 193,664 $ 35,988
=========== =========== ===========
Partners' equity:
Financial statements $ 4,671,603 $ 6,021,650 $ 7,378,070
Tax returns 5,910,596 7,229,073 8,779,157
----------- ----------- -----------
Difference $(1,238,993) $(1,207,423) $(1,401,087)
=========== =========== ===========
Difference is due to:
Syndication costs $(1,496,818) $(1,496,818) $(1,498,718)
Allowance for bad debts (30,999) -- (191,764)
Deferred gain - like-kind exchange -- -- --
Deferred gain on sale of building 288,793 289,395 289,395
Distributions payable 31 -- --
----------- ----------- -----------
$(1,238,993) $(1,207,423) $(1,401,087)
=========== =========== ===========
Continued F-8
20
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
3. FEES PAID TO GENERAL PARTNER:
The Partnership has paid the General Partner or its affiliates the
following fees:
1999 1998 1997
------ ------ ------
Management fees $6,019 $6,750 $7,767
Administrative fees 10,800 10,800 10,800
Accounting 6,480 6,480 14,994
4. NOTES RECEIVABLE:
The Company had the following notes receivable at December 31, 1999 and
1998:
1999 1998
---------- ----------
Note from the sale of land, interest at 10%. Secured by
land sold. Currently due $ 165,750 $ 165,750
Note from sale of building, receipts of $1,390 per month
at 9% interest. Secured by building sold. Currently due 125,378 130,522
Note from sale of building, receipts of $5,366 per month
at 8.5% interest. Secured by building sold. Due
November 2003 755,923 757,500
Note from sale of building, receipts of $1,004 per month
at 8% interest. Secured by building sold. Due December
2001 101,578 105,332
---------- ----------
Total notes receivable $1,148,629 $1,159,104
========== ==========
5. MINIMUM FUTURE RENTALS:
The Company leases single-tenant buildings to tenants under
noncancelable operating leases requiring the greater of fixed or
percentage rents. The leases are primarily 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,
------------------------
2000 $ 526,260
2001 461,763
2002 369,988
2003 348,761
2004 292,800
Thereafter 420,953
Continued F-9
21
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
6. REAL ESTATE:
During 1999, the Partnership sold four properties. In February 1999, the
Partnership sold a vacant building in Kenner, Louisiana that was
formerly on lease to Toddle House Restaurant. The net sale price for the
building was $222,849 and a $34,534 gain was recognized on the sale. In
March 1999, the Partnership sold a building in Plant City, Florida that
was on lease to Payless Shoe Store. The net sale price for the building
was $645,975 and a $71,313 gain was recognized on the sale. In September
1999, the Partnership sold two buildings that were on lease to
Kindercare. The net sale price for the Kindercare located in Gahanna,
Ohio was $325,019 and the net sale price for the Kindercare located in
Grove City, Ohio was $271,291. The partnership recognized a gain of
$170,848 and $112,605, respectively, on the sales.
During 1998, the Partnership sold two properties. In May 1998, the
Partnership sold a building leased to Timberlodge Restaurant in
Burnsville, Minnesota. The net sales price was $689,760 and a $100,094
gain was recognized on the sale. In September 1998, the Partnership sold
a building leased to Ponderosa Restaurant in Alton, Illinois. The net
sales price was $608,997 and a $108 loss was recognized on these sales.
In 1997, the Partnership sold one property and a parcel of land. In
August 1997, the Partnership sold a building leased to Kindercare in
Indianapolis, Indiana. The net sales price was $182,388 and a $18,173
gain was recognized on the sale. In September 1997, the Partnership sold
a land parcel in Las Vegas, Nevada for $195,000. The Partnership issued
a note receivable in the amount of $165,750 in conjunction with the sale
and recognized a gain of $66,200.
F-10
22
EXCEL PROPERTIES, LTD.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Additions Deductions
---------- ---------------------
Balance at Balance at
Beginning Charged to End
Description of Year Expense Description Amount of Year
----------- ----------- ---------- --------------------- --------- ----------
Year ended December 31, 1999:
Allowance for bad debts $ 0 30,999 Write-off of Reserves $ 0 $30,999
======== ====== ======== =======
Year ended December 31, 1998:
Allowance for bad debts $191,764 3,521 Write-off of Reserves $195,285 $0
======== ====== ======== =======
Year ended December 31, 1997:
Allowance for bad debts $236,017 $48,892 Write-off of Reserves $ 93,145 $191,764
======== ====== ======== =======
F-11
23
EXCEL PROPERTIES, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
COST
CAPITALIZED
SUBSEQUENT
TO GROSS AMOUNT AT WHICH
INITIAL COST ACQUISITION CARRIED AT CLOSE OF PERIOD
-------------------------- ------------ --------------------------
BUILDINGS BUILDINGS
AND AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS
----------- ------------ ---------- ------------ ------------ ---------- ------------
Kinder Care:
Columbus, Ohio $-- $57,101 $133,236 $-- $ 57,101 $ 133,236
West Carrollton, Ohio -- 57,101 133,236 -- 57,101 133,236
Dayton, Ohio -- 57,101 133,236 -- 57,101 133,236
Indianapolis, Indiana -- 60,324 140,755 -- 60,324 140,755
Paragon Restaurant:
Middleburg Heights, Ohio -- 313,867 732,355 -- 313,867 732,355
Lafayette, Indiana -- 324,029 756,068 -- 324,029 756,068
Autoworks:
Omaha, Nebraska -- 275,432 413,148 -- 275,432 413,148
Ponderosa:
Ann Arbor, Michigan -- 379,809 379,809 -- 379,809 379,809
--- ---------- ---------- --- ---------- ----------
$-- $1,524,764 $2,821,843 $ 0 $1,524,764 $2,821,843
=== ========== ========== === ========== ==========
LIFE ON WHICH
DEPRECIATION
ACCUMU- IN LATEST
LATED INCOME
TOTAL DEPRECI- DATE STATEMENTS
DESCRIPTION (A)(B) ATION(C) ACQUIRED IS COMPUTED
----------- ---------- ---------- -------- --------------
Kinder Care:
Columbus, Ohio $ 190,337 $ 53,400 1987 31.5 years
West Carrollton, Ohio 190,337 53,400 1987 31.5 years
Dayton, Ohio 190,337 53,400 1987 31.5 years
Indianapolis, Indiana 201,079 47,477 1987 31.5 years
Paragon Restaurant:
Middleburg Heights, Ohio 1,046,222 289,649 1987 31.5 years
Lafayette, Indiana 1,080,097 295,025 1987 31.5 years
Autoworks:
Omaha, Nebraska 688,580 150,285 1988 31.5 years
Ponderosa:
Ann Arbor, Michigan 759,618 132,130 1989 31.5 years
---------- ----------
$4,346,607 $1,074,766
========== ==========
(a) Also represents cost for federal income tax purposes.
(b) Reconciliation of total real estate carrying value for the three years ended
December 31, 1999 is as follows:
1999 1998 1997
----------- ----------- ----------
Balance at beginning of year $ 5,652,631 $ 7,145,664 $7,475,542
Acquisitions -- -- --
Cost of property sold (1,306,024) (1,493,033) (329,878)
----------- ----------- ----------
Balance at end of year $ 4,346,607 $ 5,652,631 $7,145,664
=========== =========== ==========
(c) Reconciliation of accumulated depreciation for the three years ended
December 31, 1999 is as follows:
1999 1998 1997
---------- ---------- ----------
Balance at beginning of year $1,200,084 $1,367,861 $1,261,704
Expense 98,669 126,485 143,021
Deletions (223,987) (294,262) (36,864)
---------- ---------- ----------
Balance at end of year $1,074,766 $1,200,084 $1,367,861
========== ========== ==========
F-12