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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, 2004

 

 

33-2320

 

EXCEL PROPERTIES, LTD.

(Exact name of registrant as specified in its charter)

 

CALIFORNIA

 

87-0426335

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification Number)

 

 

 

17140 Bernardo Center Drive, Suite 310; San Diego, California 92128

(Address of principal executive offices and zip code)

 

 

 

Registrant’s telephone number, including area code: (858) 613-1800

 

 

 

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), (2) has been subject to such filing requirements for the past 90 days and (3) is an accelerated filer (as defined in Exchange Act Rule 12 b-2).

 

(1) Yes  ý    No  o

 

(2) Yes  ý    No  o

 

(3) Yes  o    No  ý

 

 



 

FORWARD LOOKING STATEMENTS

 

Certain statements in this Annual Report on Form 10-K contain forward-looking statements within the meaning of the Private Securities Reform Act of 1995 which provides a “safe harbor” for these types of statements. You can identify these forward-looking statements by forward-looking words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “should,” “would,” “likely,” “will” and similar expressions in this Annual Report on Form 10-K.  These forward-looking statements are subject to a number of risks, uncertainties and assumptions about Excel Properties, Ltd, including, among other things: the effect of economic, credit and market conditions in general and on real estate companies in particular, developments in the real estate industry, the ability to successfully complete real estate transactions, government approvals, actions and initiatives, reliance on tenants, and environmental risks.

 

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 Partnership has dissolved and completed winding up its affairs and completed distributions to its partners in December 2004.  The Partnership filed its cancellation of certificate of limited partnership in February 2005 and anticipates it will file its final federal and California state tax returns by March 2005.  The Partnership’s certificate of Limited Partnership will be cancelled and its existence terminated upon the State of California’s issuance of a tax clearance certificate.  The general partners of the Partnership are New Plan Excel Realty Trust, Inc., a Maryland corporation (“New Plan”), formerly known as Excel Realty Trust and Gary B. Sabin, an individual.  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, now known as Price 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.  In 2003, Excel Realty Holdings, LLC (formerly Kausay Holdings, LLC) began managing the assets of the Partnership.

 

The Partnership has been subject to certain risks, uncertainties and other factors including, but not limited to:

 

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 or Obligors.  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). In February, 2002, Paragon Steakhouse, the obligor of a note to the Partnership, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

 

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.

 

2



 

ITEM 2.  PROPERTIES

 

The Partnership sold its last two real properties in 2003.  In 2004, the Partnership received payment on two promissory notes, which were its last remaining investment assets and made it final distribution to the partners after the last promissory note was paid in December 2004.  The Partnership continues to earn interest on some outstanding checks which it intends to offset against any final miscellaneous expenses

 

ITEM 3.  LEGAL PROCEEDINGS

 

None.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

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, 2004, there were 1,589 investors holding 135,199 units.

 

C)                   The Partnership made its first cash flow distribution from operations in May 1987.  Since that date, cash distributions have been made at the end of each calendar quarter through December 31, 2001.  In 2002, the Partnership decided to make cash distributions on an annual basis or upon a capital event which generates excess cash available for distribution. In December 2004, the Partnership made its final distribution.

 

3



 

PART II

 

ITEM 6.  SELECTED FINANCIAL DATA

 

The following information has been selected from the financial statements of the Partnership:

 

 

 

2004

 

2003

 

2002

 

2001

 

2000

 

INCOME STATEMENT DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total rental revenue

 

$

 

$

68,966

 

$

286,895

 

$

493,522

 

$

532,483

 

Interest and other income

 

63,705

 

50,724

 

68,673

 

91,833

 

102,066

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Property expenses

 

 

773

 

52,825

 

6,788

 

(21,612

)

General and administrative

 

40,694

 

52,277

 

48,775

 

60,282

 

88,935

 

Depreciation

 

 

17,734

 

48,673

 

78,209

 

89,582

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income before real estate sales

 

23,011

 

48,906

 

205,295

 

440,076

 

477,644

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of real estate

 

 

229,622

 

108,181

 

727,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

23 011

 

278,528

 

313,476

 

1,167,989

 

477,644

 

Per Unit Data:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

0.09

 

2.01

 

2.29

 

8.55

 

3.49

 

Distributions

 

8.28

 

17.83

 

5.49

 

14.74

 

4.42

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net real estate

 

 

 

1,212,012

 

1,852,504

 

3,182.259

 

Cash

 

92

 

941,198

 

1,181,015

 

917,409

 

265,054

 

Accounts receivable, net

 

 

 

8,983

 

12,584

 

11,184

 

Total assets

 

92

 

1,107,355

 

3,264,141

 

3,719,495

 

4,595,140

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

3

 

466

 

19,294

 

49,926

 

Partners’ equity

 

92

 

1,107,352

 

3,263,675

 

3,700,201

 

4,545,214

 

 

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

Critical Accounting Policies and Estimates

 

General

 

The financial statements including in this Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).  Preparation of our financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related notes.  The Partnership believes that the following accounting policies are critical because they affect the more significant judgments and estimates used in the preparation of our financial statements.  Actual results may differ from these estimates under different assumptions or conditions.  For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Notes to Financial Statements in this Form 10-K.

 

4



 

Revenue Recognition

 

Recognition of revenue had been dependent upon the quality and ability of the tenants to pay their rent in a timely manner.  Rental revenues included minimum annual rentals, adjusted for the straight-line method for the recognition of fixed future increases.  Gain or loss on sale of real estate was recognized when the sales contract was executed, title passed, payment was received, and the Partnership no longer had continuing involvement in the asset.  In December 2004, the Partnership’s remaining investment asset, a notes receivable, was repaid.  The Partnership did not recognize any interest income prior to the payment on the note since it did not receive any prior interest payments and the land, which secured this note receivable, did not produce any income.

 

Real Estate Assets

 

Real estate assets were recorded at historical costs and adjusted for recognition of impairment losses.  Buildings were depreciated using the straight-line method over the tax life of 31.5 years.  The tax life did not differ materially from the economic useful life.  Expenditures for maintenance and repairs were charged to expense as incurred.  Significant renovations were capitalized.  The cost and related accumulated depreciation of real estate were removed from the accounts upon disposition.  Gains and losses arising from dispositions were reported as income or expense.

 

The Partnership reviewed long-lived assets for impairment when events or changes in business conditions indicate that their full carrying value may not be recovered.  The Partnership considered assets to be impaired and wrote them down to fair value if their expected associated future undiscounted cash flows were less than their carrying amounts.

 

Asset Disposal

 

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.  SFAS No. 144 addresses financial accounting for the impairment or disposal of long-lived assets and is effective in fiscal years beginning after December 15, 2001.  The Partnership adopted this statement but no longer has any operating assets.  Since there are no remaining operating properties, operations from discontinued operations have not been separately identified. 

 

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, 2004 to year ended December 31, 2003.

 

The net income of the Partnership decreased by $255,517 in 2004 when compared to 2003.  The differences in income and expenses are explained below.

 

Rental revenue was $0 in 2004 compared to $68,966 since the remaining Partnership operating properties were sold in 2003.

 

Interest income increased to $63,705 or 26% in 2004 from $50,724 in 2003.  In 2004, interest income of $60,250 was recognized when the final note receivable was collected in December 2004.  The Partnership was not recognizing income on this note since it was secured only by vacant land.  In 2003, the Partnership recognized interest on higher cash balances and other outstanding notes receivable.

 

Operating expenses decreased by $40,694 or 43%.  Depreciation expense decreased $17,734 to $0 in 2004 since the Partnership no longer owned any operating properties in 2004.  Accounting and legal expenses $40,005 or 121%.  Due to the Partnership’s dissolution, the Partnership paid fees for the 2004 audit and tax

 

5



 

return in December 2004 and recognized the expense in the same period.  These fees were paid in the following year in past years.  In addition, the Partnership paid for legal fees related to the dissolution.  Bad debt expense was $50,000 in 2002 related to a $50,000 note receivable where the obligor stopped making payments and declared bankruptcy.  In 2004, the Partnership recovered $48,644 and reversed this reserve.  Bad debt expense was $0 in 2003. Office and other expenses decreased to $5,412 or 35% in 2004 from $8,356 in 2003.  This was primarily due to less operations in 2004 as the Partnership no longer owned any operating properties.  Management fees were $0 in 2004 compared to $773 in 2003.

 

In 2003, the partnership recognized a gain of $229,622 on the sale of two properties.  In 2004, there were no property sales.

 

Comparison of year ended December 31, 2003 to year ended December 31, 2002.

 

The net income of the Partnership decreased by $34,948 in 2003 when compared to 2002.  The differences in income and expenses are explained below.

 

Rental revenue decreased by $217,929 or 76% to $68,966 in 2003 from $286,895 in 2002.  The decrease in rental revenue was primarily attributed to the property sales in 2003 and 2002.  The Partnership sold its last operating property in August 2003 and no longer receives any rents.

 

Interest income decreased $17,949 or 26% when compared to 2002.  This decrease was mostly due to lower interest rates on cash balances and notes receivable repaid in 2003 and 2002.

 

Operating expenses decreased by $79,489 or 53%.  Depreciation expense decreased $30,939 or 64% and management fee expenses decreased $2,052 or 73% in 2003 when compared to 2002.  These decreases are attributable to the property sales in 2003 and 2002.  Bad debt expense was $50,000 in 2002 compared to $0 in 2003. The bad debt expense in 2002 related to a $50,000 note receivable.  The obligor stopped making payments and declared bankruptcy.  As such, the partnership reserved against the full note in 2002.  Other expenses and other income did not vary significantly between the two accounting periods.

 

In 2003, the partnership recognized a gain of $229,622 on the sale of two properties.  In 2002, the partnership recognized a gain of $108,181 on the sale of one property.

 

Liquidity and Capital Resources

 

The Partnership has  $92 in cash at December 31, 2004 and no other assets or liabilities.  In December 2004, the Partnership made its final distribution to its partners after paying for anticipated expenses related to year-end audit and tax services as well as anticipated costs to dissolve the Partnership.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

At December 31, 2004, the Partnership’s only asset is $92 in cash.

 

6



 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Partnership is filing as part of this report, its financial statements which contain the following:

 

1)

Report of Independent Accountants

 

 

 

 

2)

Balance Sheets
December 31, 2004 and 2003

 

 

 

 

3)

Statements of Income
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

4)

Statements of Changes in Partners’ Equity
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

5)

Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

6)

Notes to Financial Statements

 

 

 

 

7)

Financial Statement Schedules:

 

 

II - Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002

 

 

7



 

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.  In 1999, Excel Legacy Corporation, now known as Price Legacy Corporation (“Price Legacy”), began managing the assets of the Partnership when certain officers of New Plan resigned.  Price Legacy indemnified New Plan of any general partner liability in exchange for an assignment of their partnership interest.  In 2003, Excel Realty Holdings, LLC (“Excel RH”) began managing the assets of the Partnership.  Neither Gary B. Sabin nor the executive officers of Excel RH receive compensation from the Partnership.  The General Partner and the officers and employees of Excel RH 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 of Excel RH who spend time in the Partnership affairs are as follows:

 

 

Name

 

Age

 

Position

 

 

 

 

 

 

 

Gary B. Sabin

 

50

 

Principal and Managing Member

 

Graham R. Bullick, Ph.D

 

54

 

Principal and Member

 

Richard B. Muir

 

49

 

Principal and Member

 

Mark T. Burton

 

44

 

Principal and Member

 

James Y. Nakagawa

 

39

 

Principal, Member and Chief Financial Officerr

 

S. Eric Ottesen

 

49

 

Principal and Member

 

Family Relationships

 

Not Applicable.

 

Business Experience

 

The following is a brief background of the officers of Excel RH.

 

Gary B. Sabin has been a principal and member of Excel RH since October 2003 and served as Chief Executive Officer, President and Chairman of the Board of Directors of Price Legacy from January 1989 to October 2003.  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.

 

Graham R. Bullick, Ph.d.  has been a principal and member of Excel RH since October 2003 and served as President and Chief Operating Officer of Price Legacy from September 2001 to October 2003. Mr. Bullick served as Senior Vice President –– Capital Markets of Price Legacy since November 1999 and in the same position with Excel Legacy Corporation since its formation. Mr. Bullick served as Senior Vice President –– Capital Markets of Excel Realty Trust and then New Plan from January 1991 to April 1999. Previously, Mr. Bullick was associated with Excel Realty Trust as a Director from 1991 to 1992. From 1985 to 1991, Mr. Bullick served as Vice President and Chief Operations Officer for a real estate investment firm, where his responsibilities included acquisition and financing of investment real estate projects.

 

Richard B. Muir has been a principal and member of Excel RH since October 2003 and served as Vice Chairman of Price Legacy from September 2001 to October 2003 and Executive Vice President, Secretary and Director of New Plan and/or the Price Legacy 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.  Mr. Muir sold his interest in Excel RH in December 2004.

 

Mark T. Burton has been a principal and member of Excel RH since October 2003 and served as Vice President of New Plan and/or Price Legacy since January 1989 and as a Senior Vice President since January 1996.

 

8



 

Mr. Burton’s duties for Excel RH 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 been a principal, member and Chief Financial Officer of Excel RH since October 2003 and served as Chief Financial Officer of Price Legacy from October 1998 to December 2003. From March 1998 to October 1998, Mr. Nakagawa served as Controller of the Price Legacy and 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 Ottesen has been a principal and member of Excel RH since October 2003 and served as Senior Vice President, General Counsel and Assistant Secretary of Price Legacy since October 1998.  Mr. Ottesen served as Senior Vice President - Legal Affairs and Secretary of New Plan from September 1998 to April 1999.  Mr. Ottesen also served as Senior Vice President, General Counsel and Assistant Secretary of Excel Realty Trust from September 1996 to September 1998.  From 1987 to 1995, he was a senior partner in a San Diego law firm.

 

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, Price Legacy, or Excel RH.  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.

 

Title of Class

 

Beneficial Owner

 

Number
of Units

 

Percent of
Units at
12/31/04

 

 

 

 

 

 

 

 

 

Units of Limited Partnership Interest

 

Gary B. Sabin

 

None

 

None

 

 

 

 

 

 

 

 

 

Units of Limited Partnership Interest

 

Price Legacy Corporation

 

853

 

0.631

%

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The table below reflects compensation paid to the Excel RH, Price Legacy Corporation, or their affiliates during the years ended December 31, 2004, 2003, and 2002:

 

Description

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Management fees

 

$

 

$

773

 

$

2,825

 

Administrative fees

 

10,800

 

10,800

 

10,800

 

Accounting

 

6,480

 

6,480

 

6,480

 

 

ITEM 14  CONTROLS AND PROCEDURES

 

The Partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including the General Partner and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, the Partnership recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

 

9



 

the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Within 90 days prior to the date of this Form 10-K, the Partnership carried out an evaluation of the effectiveness of the design and operation of the its disclosure controls and procedures.  Based on the foregoing, it was concluded that the partnership’s disclosure controls and procedures were effective.

 

There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date that the evaluation was completed.

 

ITEM 15.  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:

 

 

 

 

 

 

Exhibit 31.1 and 31.2.

302 Officers’ Certifications

 

 

 

Exhibit 32.1 and 32.2

906 Officers’ Certifications

 

 

 

 

(B)

Reports on Form 8-K

 

 

 

 

 

No reports on Form 8-K have been filed during the past year.

 

10



 

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: February 23, 2005

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

 

11



 

INDEX TO FINANCIAL STATEMENTS

 

1.

FINANCIAL STATEMENTS:

 

 

 

 

 

Report of Independent Accountants - Squire & Company, PC

 

 

 

 

 

Balance Sheets
December 31, 2004 and 2003

 

 

 

 

 

Statements of Income
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

 

Statements of Changes in Partners’ Equity
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

 

Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

2.

FINANCIAL STATEMENT SCHEDULES:

 

 

 

 

 

Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 2004, 2003 and 2002

 

 

F-1



 

REPORT OF INDEPENDENT ACCOUNTANTS

 

 

To the Partners of
Excel Properties, Ltd.

 

We have audited the accompanying balance sheets of Excel Properties, Ltd., as of December 31, 2004 and 2003, 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, 2004.  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 auditing standards generally accepted in the United States of America.  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, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were made for the purposes of forming an opinion on the basic financial statements taken as a whole.  Financial statement Schedule II is presented for the purpose of additional analysis and is 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 & COMPANY, PC

 

February 7, 2005

Orem, Utah

 

F-2



 

EXCEL PROPERTIES, LTD.

 

BALANCE SHEETS
December 31, 2004 and 2003

 

 

 

2004

 

2003

 

ASSETS

 

 

 

 

 

Cash

 

$

92

 

$

941,198

 

 

 

 

 

 

 

Notes receivable, net of allowance of $50,000 at December 31, 2003

 

 

165,750

 

 

 

 

 

 

 

Other assets

 

 

407

 

 

 

 

 

 

 

Total assets

 

$

 

$

1,107,355

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable

 

$

 

$

3

 

Total liabilities

 

 

3

 

 

 

 

 

 

 

Partners’ Equity:

 

 

 

 

 

General partner’s equity

 

1

 

150

 

Limited partners’ equity, 235,308 units authorized, 135,199 units issued and outstanding

 

91

 

1,107,202

 

Total partners’ equity

 

92

 

1,107,352

 

Total liabilities and partners’ equity

 

$

92

 

$

1,107,355

 

 

The accompanying notes are an integral part
of the financial statements

 

F-3



 

EXCEL PROPERTIES, LTD.

 

STATEMENTS OF INCOME
For the Years Ended December 31, 2004, 2003, and 2002

 

 

 

2004

 

2003

 

2002

 

Revenue:

 

 

 

 

 

 

 

Rental Income

 

$

 

$

68,966

 

$

286,895

 

Interest and other income

 

63,705

 

50,724

 

68,673

 

Total revenue

 

63,705

 

119,690

 

355,568

 

Operating Expenses:

 

 

 

 

 

 

 

Depreciation

 

 

17,734

 

48,673

 

Accounting and legal

 

73,126

 

33,121

 

32,792

 

Administrative

 

10,800

 

10,800

 

10,800

 

Office and other expenses

 

5,412

 

8,356

 

5,183

 

Management fees

 

 

773

 

2,825

 

Bad debts

 

(48,644

)

 

50,000

 

 

 

 

 

 

 

 

 

Total operating expenses

 

40,694

 

70,784

 

150,273

 

 

 

 

 

 

 

 

 

Net income before real estate sales

 

23,011

 

48,906

 

205,295

 

Gain - sales of real estate

 

 

229,622

 

108,181

 

 

 

 

 

 

 

 

 

Net income

 

$

23,011

 

$

278,528

 

$

313,476

 

 

 

 

 

 

 

 

 

Net income allocated to:

 

 

 

 

 

 

 

General partner

 

$

11,265

 

$

7,315

 

$

3,621

 

Limited partners

 

11,746

 

271,213

 

309,855

 

Total

 

$

23,011

 

$

278,528

 

$

313,476

 

Net income per weighted average limited partnership unit

 

$

0.09

 

$

2.01

 

$

2.29

 

 

The accompanying notes are an integral part
of the financial statements

 

F-4



 

EXCEL PROPERTIES, LTD.

 

STATEMENTS OF CHANGES IN PARTNERS’ EQUITY
For the Years Ended December 31, 2004, 2003, and 2002

 

 

 

General
Partners

 

Limited
Partners

 

Total

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2002

 

$

20,914

 

$

3,679,287

 

$

3,700,201

 

Net Income - 2002

 

3,621

 

309,855

 

313,476

 

Partner distributions – 2002

 

(7,500

)

(742,502

)

(750,002

)

Balance at December 31, 2002

 

17,035

 

3,246,640

 

3,263,675

 

Net income - 2003

 

7,315

 

271,213

 

278,528

 

Partner distributions - 2003

 

(24,200

)

(2,410,651

)

(2,434,851

)

Balance at December 31, 2003

 

150

 

1,107,202

 

1,107,352

 

Net income - 2004

 

11,265

 

11,746

 

23,011

 

Partner distributions - 2004

 

(11,414

)

(1,118,857

)

(1,130,271

)

Balance at December 31, 2004

 

$

1

 

$

91

 

$

92

 

 

The accompanying notes are an integral part
of the financial statements

 

F-5



 

EXCEL PROPERTIES, LTD.

 

STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004, 2003, and 2002

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

23,011

 

$

278,528

 

$

313,476

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

 

 

 

 

Depreciation

 

 

17,734

 

48,673

 

Allowance for doubtful accounts

 

(48,644

)

 

50,000

 

Gain on sale of real estate

 

 

(229,622

)

(108,181

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in assets:

 

 

 

 

 

 

 

Accounts receivable

 

 

8,983

 

3,602

 

Interest receivable

 

 

4,895

 

1,701

 

Other assets

 

407

 

12

 

(308

)

Decrease in liabilities:

 

 

 

 

 

 

 

Accounts payable

 

(3

)

(463

)

(18,828

)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

(25,229

)

80,067

 

290,135

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Proceeds from real estate sales

 

 

1,423,900

 

700,000

 

Collection of notes receivable

 

214,394

 

691,067

 

23,473

 

 

 

 

 

 

 

 

 

Net cash provided by investing activities

 

214,394

 

2,114,967

 

723,473

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Cash distributions

 

(1,130,271

)

(2,434,851

)

(750,002

)

 

 

 

 

 

 

 

 

Net cash used by financing activities

 

(1,130,271

)

(2,434,851

)

(750,002

)

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

(941,106

)

(239,817

)

263,606

 

 

 

 

 

 

 

 

 

Cash at beginning of year

 

941,198

 

1,181,015

 

917,409

 

Cash at end of year

 

$

92

 

$

941,198

 

$

1,181,015

 

 

The accompanying notes are an integral part
of the financial statements

 

F-6



 

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, 2004, the carrying amount of the Partnership’s cash deposits total $92. The bank balance was $349,247 related primarily to outstanding distribution checks of which $100,000 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, 2004, 2003, or 2002. There were  no noncash investing or financing transactions in the years ended December 31, 2004, 2003 or 2002.

 

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 and Notes Receivable

 

All net accounts receivable are deemed to be collectible within the next 12 months.  A note receivable of $50,000 was deemed uncollectible during the year ended December 31, 2002, as the debtor has filed for bankruptcy and an allowance for bad debts of $50,000 was established.  In 2004, $48,644 was collected and this amount was reversed from the allowance account.

 

F-7



 

Financial Statement Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America 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.

 

2.              Financial Statement and Tax Return Differences

 

The Partnership had the following differences between the financial statements and the Partnership tax return.

 

 

 

2004

 

2003

 

2002

 

Net income:

 

 

 

 

 

 

 

Financial statements

 

$

23,010

 

$

278,528

 

$

313,476

 

Tax returns

 

(1,523,808

)

542,543

 

372,443

 

Difference

 

$

1,546,818

 

$

(264,015

)

$

(58,967

)

 

 

 

 

 

 

 

 

Difference is due to:

 

 

 

 

 

 

 

Allowance for bad debts

 

$

50,000

 

$

 

$

(50,000

)

Syndication costs

 

1,496,818

 

 

 

Deferred gain - sale of building

 

 

(264,015

)

(8,967

)

 

 

$

1,546,818

 

$

(264,015

)

$

(58,967

)

 

 

 

 

 

 

 

 

Partners’ equity:

 

 

 

 

 

 

 

Financial statements

 

$

92

 

$

1,107,352

 

$

3,263,675

 

Tax returns

 

92

 

2,654,120

 

4,546,477

 

Difference

 

$

 

$

(1,546,768

)

$

(1,282,802

)

 

 

 

 

 

 

 

 

Difference is due to:

 

 

 

 

 

 

 

Syndication costs

 

$

 

$

(1,496,818

)

$

(1,496,818

)

Allowance for bad debts

 

 

(50,000

)

(50,000

)

Deferred gain on sale of building

 

 

 

264,016

 

Distributions payable

 

 

50

 

 

 

 

$

 

$

(1,546,768

)

$

(1,282,802

)

 

F-8



 

3.              Fees Paid to General Partner:

 

The Partnership has paid the General Partner or its affiliates the following fees:

 

 

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

Management fees

 

$

 

$

773

 

$

2,825

 

Administrative fees

 

10,800

 

10,800

 

10,800

 

Accounting

 

6,480

 

6,480

 

6,480

 

Dissolution costs

 

6,185

 

 

 

 

4.              Notes Receivable:

 

The Company had the following notes receivable at December 31, 2004 and 2003:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Note from the sale of land. Secured by land. Repaid December 2004.

 

$

 

$

165,750

 

 

 

 

 

 

 

Note from sale of building. Currently due. Interest at 10% interest. Payee has declared
bankruptcy. Amount fully reserved for. Received $48,644 in 2004.

 

 

50,000

 

 

 

 

 

 

 

Total notes receivable

 

 

215,750

 

 

 

 

 

 

 

Allowance for Bad Debts

 

 

(50,000

)

 

 

$

 

$

165,750

 

 

5.              Real Estate:

 

In August 2003, the Partnership sold a property leased to Mountain Jack’s Restaurant which was located in Lafayette, Indiana.  The net sales price for the property was $897,181 and a gain of $199,117 was recognized on the sale.  In March 2003, the Partnership sold a property leased to Autoworks, which was located in Bellevue, Nebraska.  The net sales price for the building was $543,893 and a gain of $30,505 was recognized on the sale.

 

In December 2002, the Partnership sold a building in Ann Arbor, Michigan that was on lease to Ponderosa Restaurant.  The sales price of the building was $700,000 and a $108,181 gain was recognized on the sale.

 

6.              Dissolution of Partnership:

 

In December 2004, the Partnership made its final distribution to its partners after paying for anticipated expenses related to year-end audit and tax services as well as anticipated expenses to dissolve the Partnership.  Anticipated expenses recorded and paid in December 2004 totaled $32,985.

 

F-9



 

EXCEL PROPERTIES, LTD.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002

 

 

 

Balance at

 

Additions

 

 

 

 

 

Balance at

 

 

 

Beginning

 

Charged to

 

Deductions

 

 

 

End

 

Description

 

of Year

 

Expense

 

Description

 

Amount

 

of Year

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for bad debts

 

$

50,000

 

$

(48,644

)

Recovery of bad debts

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2003:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for bad debts

 

$

50,000

 

$

 

Written-off bad debts

 

$

 

$

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2002:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for bad debts

 

$

 

$

50,000

 

Written-off bad debts

 

$

 

$

50,000

 

 

F-10