UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one) | ||
þ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For Quarter Ended March 31, 2003 | ||
or | ||
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________________ to ____________________________
Commission File Number: 0-18444
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
North Carolina | 56-1560476 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1300 Altura Road Fort Mill, South Carolina | 29708 | |
(Address of principal executive office) | (Zip code) |
(803) 547-9100
(Former name, former address and former fiscal year, if changed since last report)
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.
Yes þ No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:
Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
March 31, | December 31, | |||||||||
2003 | 2002 | |||||||||
(Unaudited) | (Note) | |||||||||
ASSETS |
||||||||||
CURRENT ASSETS |
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Cash and cash equivalents |
$ | 142,159 | $ | 124,060 | ||||||
Accounts receivable, tenant |
42,247 | 42,247 | ||||||||
Prepaid expenses |
1,542 | | ||||||||
Securities available for sale |
77,482 | 73,426 | ||||||||
Total current assets |
263,430 | 239,733 | ||||||||
INVESTMENTS AND NONCURRENT RECEIVABLES |
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Properties on operating leases and properties held
for lease, net of accumulated depreciation
2003 $705,480; 2002 $705,480 |
2,287,569 | 2,287,569 | ||||||||
OTHER ASSETS |
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Deferred charges, net of accumulated amortization
2003 $12,190; 2002 $12,190 |
2,810 | 2,810 | ||||||||
Deferred leasing commissions, net of accumulated
amortization 2003 $19,265; 2002 $19,265 |
33,122 | 33,122 | ||||||||
$ | 2,586,931 | $ | 2,563,234 | |||||||
LIABILITIES AND PARTNERS EQUITY |
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CURRENT LIABILITIES |
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Current maturities of long-term debt |
$ | 84,000 | $ | 84,000 | ||||||
Accounts payable |
17,072 | 10,155 | ||||||||
Accrued expenses |
16,309 | 14,648 | ||||||||
Total current liabilities |
117,381 | 108,803 | ||||||||
LONG-TERM DEBT, less current maturities |
1,282,000 | 1,310,000 | ||||||||
COMMITMENT AND CONTINGENCY (Note 4) |
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PARTNERS EQUITY |
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General partners |
(11,289 | ) | (11,721 | ) | ||||||
Limited partners |
1,205,784 | 1,167,367 | ||||||||
Net unrealized gain (loss) on investment securities |
(6,945 | ) | (11,215 | ) | ||||||
1,187,550 | 1,144,431 | |||||||||
$ | 2,586,931 | $ | 2,563,234 | |||||||
Note: The Condensed Balance Sheet at December 31, 2002 has been taken from the audited financial statements at that date. See Notes to Condensed Financial Statements.
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended | |||||||||
March 31, | |||||||||
2003 | 2002 | ||||||||
(Unaudited) | |||||||||
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Rental income |
$ | 152,495 | $ | 147,625 | |||||
Operating expenses: |
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Wages and contract labor |
1,500 | 1,500 | |||||||
Depreciation and amortization |
| | |||||||
Repairs and maintenance |
33,939 | 42,309 | |||||||
Management fees |
4,395 | 4,429 | |||||||
Utilities |
23,016 | 23,221 | |||||||
Professional fees |
19,111 | 16,914 | |||||||
Property taxes |
10,665 | 10,665 | |||||||
Miscellaneous |
2,947 | 1,062 | |||||||
95,573 | 100,100 | ||||||||
Operating income |
56,922 | 47,525 | |||||||
Nonoperating income (expense): |
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Interest and dividend income |
983 | 1,213 | |||||||
Interest expense |
(14,668 | ) | (17,135 | ) | |||||
Other |
| | |||||||
(13,685 | ) | (15,922 | ) | ||||||
Net income |
$ | 43,237 | $ | 31,603 | |||||
Net income per limited
partnership unit |
$ | 6.77 | $ | 4.95 | |||||
See Notes to Condensed Financial Statements.
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2003 | 2002 | |||||||||||
(Unaudited) | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
$ | 43,237 | $ | 31,603 | ||||||||
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities: |
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Depreciation and amortization |
| | ||||||||||
Change in assets and liabilities: |
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(Increase) Decrease in prepaids, deferrals and other receivables
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(1,542 | ) | (1,065 | ) | ||||||||
Increase (Decrease) in accounts payable and accrued expenses |
8,578 | 9,802 | ||||||||||
Net cash provided by (used in) operating activities |
50,273 | 40,340 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of securities available for sale |
| (910 | ) | |||||||||
Proceeds from sale of securities available for sale |
214 | | ||||||||||
Net cash provided by (used in) investing activities |
214 | (910 | ) | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
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Principal payments on long-term borrowings |
(28,000 | ) | (15,000 | ) | ||||||||
Cash distributions |
(4,388 | ) | | |||||||||
Net cash (used in) financing activities |
(32,388 | ) | (15,000 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents |
18,099 | 24,430 | ||||||||||
Cash and cash equivalents: |
||||||||||||
Beginning |
124,060 | 65,583 | ||||||||||
Ending |
$ | 142,159 | $ | 90,013 | ||||||||
See Notes to Condensed Financial Statements.
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. | Nature of Business: | |
The Partnership was formed in July 1986 to acquire, operate, hold for investment and sell real estate. The Partnership currently owns the EastPark Executive Center in Charlotte, North Carolina. On April 24, 1998, the Partnership sold its only other real property holding, the BB&T building facilities (formerly the UCB building) located in Greenville, South Carolina. | ||
2. | Opinion of Management: | |
In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (all of which were normal recurring accruals) necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for an entire year. | ||
3. | Statement of Cash Flows: | |
For purposes of reporting the statements of cash flows, the Partnership includes all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents on the accompanying condensed balance sheets. | ||
4. | Priority Return: | |
At December 31, 2002, the cumulative unpaid priority return to the unit holders was $3,380,753 compared to $3,137,969 one year prior. This increase resulted from no distributions being made to partners during the year. Based on the current and projected commercial real estate market conditions, the General Partners believe that it is reasonably unlikely that a sale of the remaining Partnership property would produce net sale proceeds sufficient to pay any of such priority return. Furthermore, the General Partners believe that it is reasonably unlikely that the Partnerships operating income or any refinancing of Partnership debt would generate sufficient funds to pay any portion of the priority return. |
Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations
Changes in Financial Condition
There have not been any significant changes in financial condition from December 31, 2002 to March 31, 2003. Accrued expenses have increased slightly from year-end due to the monthly accrual of the 2003 real property taxes.
Liquidity and Capital Resources
During the quarter ended March 31, 2003, the Partnership operations continued to meet working capital requirements and working capital was increased by approximately $15,000. The working capital as of March 31, 2003 was $146,049. Cash distributions in the amount of $4,388 were paid out during the quarter. These distributions represented the 2002 Federal and North Carolina tax paid on behalf of foreign and non-resident partners.
Results of Operations
Operating results for the three months ended March 31, 2003 are comparable to the same period of the prior year. Rental income is up approximately 3% due to escalation increases for the current tenants and for common area maintenance reimbursements received. Overall, operating expenses are down approximately 4.5% as compared to the same period of the prior year primarily due to the decrease in repairs and maintenance. Interest expense continues to be down from the prior year due to the decrease in interest rates on the floating rate loan. Interest expense is currently down approximately 14% from the prior year.
Status of EastPark Executive Center
The General Partners remain committed to selling the EastPark facility and continue to have it listed with a commercial real estate broker. At this time, the facility is not under contract with any potential buyers. The General Partners are also working towards extending the leases with the current tenants. Although the facility is 91% leased, all current tenants have the option to terminate their leases currently or within the next year. The GSA has the election to cancel its lease upon ninety (90) days written notice and accounts for 85% of the total rental income; accordingly, the General Partners will focus their lease extension efforts on the GSA. However, no assurances can be given that a replacement tenant could be found if GSA decides to terminate its lease. The General Partners will continue to search for the best offer for the property and manage it at acceptable standards until such time as it can sell the property to a qualified buyer.
Forward-Looking Statements
This report contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Partnership. These forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements.
Item 4. Controls and Procedures
In connection with the preparation of this report, the person performing the function of principal executive officer and the person performing the function of the principal financial officer of the Partnership have evaluated the effectiveness of the Partnerships disclosure controls and procedures as of a date within 90 days of the filing of this report and have concluded that the Partnerships disclosure controls and procedures are suitable and effective for the Partnership, taking into consideration the size and nature of the Partnerships business and operations.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings | |
The Partnership is not engaged in any legal proceedings of a material nature at the present time. | ||
Item 6. | Exhibit Index | |
(a) Exhibits: |
Designation | ||||||
Number Under | ||||||
Exhibit | Item 601 of | |||||
Number | Regulation S-K | Exhibit Description | ||||
1* | 4 | Instrument defining rights of security holders set forth in the Limited Partnership Agreement | ||||
2* | 10 | Limited Partnership Agreement | ||||
3** | 10.1 | Exclusive Leasing and Management Agreement dated October 1, 1994 (EastPark Executive Center) | ||||
4*** | 10.2 | Listing Agreement of Property For Lease and/or Sale dated December 22, 1998 (EastPark Executive Center) | ||||
5 | 99.1 | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. (Sarbanes-Oxley Act of 2002.) | ||||
6 | 99.2 | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. (Sarbanes-Oxley Act of 2002.) |
(b) | Reports on Form 8-K: | |||
No reports on Form 8-K have been filed during the three months ended March 31, 2003. |
* | Incorporated by reference to Exhibit A of the Partnerships Prospectus dated December 1, 1987, Registration Number 33-07056-A. | |
** | Incorporated by reference to Exhibit 3 of the Partnerships Form 10-K for the year ended December 31, 1995. | |
*** | Incorporated by reference to Exhibit 4 of the Partnerships Form 10-K for the year ended December 31, 1998. |
CERTIFICATE OF PERSON PERFORMING
FUNCTIONS OF CHIEF EXECUTIVE OFFICER
I, Dexter R. Yager, Sr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Yager/Kuester Public Fund Limited;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, is made known to us, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 | ||
/s/ Dexter R. Yager, Sr. | ||
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Dexter R. Yager, Sr., General Partner of | ||
DRY Limited Partnership, | ||
General Partner |
CERTIFICATE OF PERSON PERFORMING
FUNCTIONS OF CHIEF FINANCIAL OFFICER
I, Thomas K. Emery, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Yager/Kuester Public Fund Limited;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, is made known to us, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 | ||
/s/ Thomas K. Emery | ||
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Thomas K. Emery |
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.
YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP | ||||||||
(Registrant) | ||||||||
By: | DRY Limited
Partnership, General Partner of Registrant |
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Date | 5/14/03 | By: | /s/ Dexter R. Yager, Sr. | |||||
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Dexter R. Yager, Sr. | ||||||||
General Partner | ||||||||
Date | 5/14/03 | By: | /s/ Thomas K.Emery | |||||
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Thomas K. Emery | ||||||||
(Serving in the function of Principal Financial Officer) |