UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
North Carolina | 56-1560476 | |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1300 Altura Road Fort Mill, South Carolina | 29708 | |
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(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
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 |
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CURRENT ASSETS |
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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 |
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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 | ||||||||||
$ | 2,650,829 | $ | 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 |
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) |
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PARTNERS EQUITY
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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: |
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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): |
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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 |
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Net income |
$ | 68,661 | $ | 87,059 | ||||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
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Change in assets and liabilities: |
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(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 |
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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 |
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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: |
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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 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 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 Partnerships Chief Executive Officer and Chief Financial Officer have concluded that Yager/Kuester Public Fund Limited Partnerships 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 Partnerships internal control over financial reporting that have materially effected or are reasonably likely to materially effect, the Partnerships 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 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. |
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) |
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By: | DRY Limited Partnership, General Partner of Registrant |
Date |
11/19/03 |
By: | /s/ Dexter R. Yager, Sr. Dexter R. Yager, Sr. General Partner |
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Date |
11/19/03 |
By: | /s/ Thomas K. Emery Thomas K. Emery (Serving in the function of Principal Financial Officer) |