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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
     
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


(Exact name of registrant as specified in its charter)
     
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


(Registrant’s telephone number, including area code)

(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:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o    No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 


 

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
               
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
               
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
               
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
               
 
               
CURRENT LIABILITIES
               
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)
               
 
               
PARTNERS’ EQUITY
               
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)
 
Rental income
  $ 152,495     $ 147,625  
 
               
Operating expenses:
               
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):
               
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
               
Net income (loss)
  $ 43,237     $ 31,603  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
   
Depreciation and amortization
           
Change in assets and liabilities:
               
   
(Increase) Decrease in prepaids, deferrals and other receivables
    (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
               
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
               
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 Partnership’s 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 Partnership’s disclosure controls and procedures as of a date within 90 days of the filing of this report and have concluded that the Partnership’s disclosure controls and procedures are suitable and effective for the Partnership, taking into consideration the size and nature of the Partnership’s 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 Partnership’s Prospectus dated December 1, 1987, Registration Number 33-07056-A.
 
**   Incorporated by reference to Exhibit 3 of the Partnership’s Form 10-K for the year ended December 31, 1995.
 
***   Incorporated by reference to Exhibit 4 of the Partnership’s 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 registrant’s 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 registrant’s 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 registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s 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 registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s 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 registrant’s internal controls; and

     6.     The registrant’s 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.
   
    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 registrant’s 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 registrant’s 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 registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s 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 registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s 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 registrant’s internal controls; and

     6.     The registrant’s 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
   
    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
                 
Date   5/14/03       By:   /s/ Dexter R. Yager, Sr.
   
         
                Dexter R. Yager, Sr.
                General Partner
                 
Date   5/14/03   By:   /s/ Thomas K.Emery
   
     
            Thomas K. Emery
            (Serving in the function of Principal Financial Officer)