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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                 September 30, 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

 


 

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS

                         
            September   December 31,
            2003   2002
           
 
            (Unaudited)   (Note)
     
ASSETS
               
CURRENT ASSETS
               
   
Cash and cash equivalents
  $ 197,900     $ 124,060  
   
Accounts receivable, tenant
    44,723       42,247  
   
Prepaid expenses
    1,237        
   
Securities available for sale
    83,468       73,426  
 
   
     
 
       
Total current assets
    327,328       239,733  
 
   
     
 
Leased property held for sale
    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  
 
   
     
 
 
  $ 2,650,829     $ 2,563,234  
 
   
     
 
 
LIABILITIES AND PARTNERS’ EQUITY
               
CURRENT LIABILITIES
               
   
Current maturities of long-term debt
  $ 84,000     $ 84,000  
   
Accounts payable
    20,075       10,155  
   
Accrued expenses
    85,226       14,648  
   
Deferred revenue
    2,179        
 
   
     
 
       
Total current liabilities
    191,480       108,803  
 
   
     
 
LONG-TERM DEBT, less current maturities
    1,240,000       1,310,000  
 
   
     
 
COMMITMENT AND CONTINGENCY (Note 4)
               
PARTNERS’ EQUITY
               
   
General partners
    (11,034 )     (11,721 )
   
Limited partners
    1,230,953       1,167,367  
   
Other comprehensive loss, unrealized loss on investment securities
    (570 )     (11,215 )
 
   
     
 
 
    1,219,349       1,144,431  
 
   
     
 
 
  $ 2,650,829     $ 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   Nine Months Ended
        September 30,   September 30,
       
 
        2003   2002   2003   2002
       
 
 
 
        (Unaudited)   (Unaudited)
Rental income
  $ 151,157     $ 152,650     $ 452,334     $ 448,605  
Operating expenses:
                               
 
Wages and contract labor
    1,500       1,500       4,500       4,500  
 
Repairs and maintenance
    94,291       46,377       168,518       127,525  
 
Management fees
    4,525       5,663       13,381       14,607  
 
Utilities
    25,812       28,077       69,659       76,147  
 
Professional fees
    10,084       14,322       50,993       55,720  
 
Property taxes
    10,665       9,314       31,995       30,644  
 
Miscellaneous
    1,084       1,201       4,822       4,729  
 
   
     
     
     
 
 
    147,961       106,454       343,868       313,872  
 
   
     
     
     
 
   
Operating income
    3,196       46,196       108,466       134,733  
 
   
     
     
     
 
Nonoperating income (expense):
                               
 
Interest and dividend income
    1,007       1,477       3,113       3,849  
 
Interest expense
    (13,650 )     (16,876 )     (42,918 )     (51,523 )
 
   
     
     
     
 
 
    (12,643 )     (15,399 )     (39,805 )     (47,674 )
 
   
     
     
     
 
   
Net income (loss)
    (9,447 )     30,797       68,661       87,059  
 
   
     
     
     
 
Deduct net income (loss) applicable to limited partners (per limited partner unit Quarter ended September 2003 ($1.46); Quarter ended September 2002 $4.77; September 2003 $10.64; September 2002 $13.49)
    (9,353 )     30,489       67,974       86,188  
 
   
     
     
     
 
   
Net income (loss) applicable to general partners (per general partner unit Quarter ended September 2003 ($1.88); Quarter ended September 2002 $6.16; September 2003 $13.74; September 2002 $17.42)
  $ (94 )   $ 308     $ 687     $ 871  
 
   
     
     
     
 

See Notes to Condensed Financial Statements.

 


 

YAGER/KUESTER PUBLIC FUND LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS

                         
            Nine Months Ended
            September 30,
           
            2003   2002
           
 
            (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net income
  $ 68,661     $ 87,059  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Change in assets and liabilities:
               
   
(Increase) decrease in prepaids, deferrals and other receivables
    (3,713 )     41,048  
   
Increase (decrease) in accounts payable and accrued expenses
    82,677       36,856  
 
   
     
 
       
Net cash provided by operating activities
    147,625       164,963  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Sale of securities available for sale
    603        
 
Purchase of securities available for sale
          (2,949 )
 
   
     
 
       
Net cash provided by (used in) investing activities
    603       (2,949 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Principal payments on long-term borrowings
    (70,000 )     (37,000 )
 
Cash distributions
    (4,388 )      
 
   
     
 
       
Net cash (used in) financing activities
    (74,388 )     (37,000 )
 
   
     
 
       
Net increase in cash and cash equivalents
    73,840       125,014  
Cash and cash equivalents:
               
 
Beginning
    124,060       65,583  
 
   
     
 
 
Ending
  $ 197,900     $ 190,597  
 
   
     
 

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.   Basis of Presentation:
 
    In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (all of which were normal recurring adjustments) 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.
 
    Leased property held for sale has been recorded following the Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement No. 144 requires assets held for sale to be recorded at the lower of their carrying value or estimated fair value less cost to sell.
 
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 September 30, 2003. Accrued expenses have increased from year-end due to the accrual of the 2003 real property taxes and the accrual of a repair expense (See “Results of Operations” below).

Liquidity and Capital Resources

During the quarter ended September 30, 2003, the Partnership operations continued to meet working capital requirements and working capital was increased by approximately $5,000 since year-end. The working capital as of September 30, 2003 was $135,848. Cash distributions in the amount of $4,388 were paid out during the first 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 period ended September 30, 2003 are down approximately 20% from the prior year mainly due to the parking lot paving expense of $50,605 that occurred in September. Without this expense, operating results would have been up approximately 18%. Rental income has increased only approximately 1% form the prior year as two of the tenants began month-to-month leases this year that did not provide for rental escalations. Overall, operating expenses are down approximately 6.5% as compared to the same period of the prior year when the paving expense is excluded. Interest expense continues to be down from the prior year due to the decrease in interest rates on the floating rate loan.

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. The GSA has the option 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 a GSA extension. 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. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities:

    Inability to sell the building due to current market conditions
 
    Inability to extend the lease to its major tenant

 


 

Item 4. Controls and Procedures

     (a)  Evaluation of disclosure controls and procedures

Yager/Kuester Public Fund Limited Partnership’s Chief Executive Officer and Chief Financial Officer have concluded that Yager/Kuester Public Fund Limited Partnership’s disclosure controls and procedures are effective. This conclusion is based on the above-referenced officers’ evaluation of such controls and procedures as of the end of the quarter for which this report is filed.

     (b)  Changes in Internal Controls

There have not been any changes in Yager/Kuester Public Fund Limited Partnership’s internal control over financial reporting that have materially effected or are reasonably likely to materially effect, the Partnership’s internal control over financial reporting.

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     31.1     Certification required by Section 31 of Item 601 of Regulation S-K
             
6     31.2     Certification required by Section 31 of Item 601 of Regulation S-K
             
7     32.1     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 September 30, 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.

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   11/19/03

  By:   /s/ Dexter R. Yager, Sr.

Dexter R. Yager, Sr.
General Partner
 
             
             
Date   11/19/03

  By:   /s/ Thomas K. Emery

Thomas K. Emery
(Serving in the function of Principal Financial Officer)