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SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
FORM 10-Q/A AMENDMENT NO. 1
QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended: Commission File Number:
SEPTEMBER 30, 1998 33-2320
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EXCEL PROPERTIES, LTD.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 87-0426335
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
16955 VIA DEL CAMPO, SUITE 110 SAN DIEGO, CALIFORNIA 92127
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 485-9400
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EXCEL PROPERTIES, LTD.
INDEX TO FINANCIAL STATEMENTS
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PART I. FINANCIAL INFORMATION:
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................10
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EXCEL PROPERTIES, LTD.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
NATURE 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 long-term investment. The Partnership currently owns twelve
properties. The general partners of the Partnership are New Plan Excel Realty
Trust, Inc., a Maryland corporation, 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.
Properties that have been acquired by the Partnership are subject to long-term
triple-net leases. Such leases require the lessee to pay the prescribed minimum
rental plus all costs and expenses associated with the operations and
maintenance of the property. These expenses include real property taxes,
property insurance, repairs and maintenance and similar expenses, the net effect
being that, under normal circumstances, no expenses will offset the rental
payment. Most of the leases also provide some form of inflation hedge which
calls for the minimum rent to be increased, based upon adjustments in the
consumer price index, fixed rent escalation, or by receipt of a percentage of
the gross sales of the tenant.
Properties have been acquired free and clear of liens and encumbrances. The
Partnership may seek to finance one or more of the properties and distribute the
financing proceeds to the partners, but only if the financing proceeds equal or
exceed 100% of the Partnership's capital invested in the property or properties
(including a prorata amount of the Partnership's public offering unit selling
commissions and organization expenses). To date, no properties owned by the
Partnership have been the subject of any mortgage financing, therefore, at the
present time, all properties remain free and clear from any mortgage loan, lien
or encumbrance.
The principal investment objectives of the Partnership are to provide to its
limited partners: (1) preservation, protection and eventual return of the
investment, (2) distributions of cash from operations including property sales,
some of which may be a return of capital for tax purposes rather than taxable
income, (3) distributions of cash from financing the properties, and (4)
realization of long-term appreciation in value of the properties.
The general partners are currently attempting to sell all of the properties held
by the Partnership. The selling of the properties could take several years as
the general partners attempt to maximize the sales price of each property. There
can be no assurance that the general partners will be successful in selling all
of the properties or what price they can obtain. The general partners may change
its plans in the future.
LIQUIDITY AND CAPITAL RESOURCES
As the Partnership has $1,035,044 in cash at September 30, 1998, with no debt on
any of the properties it owns, management believes that the Partnership
liquidity remains in a good position. In October 1998, the Partnership
distributed accumulated cash to the partners in the amount of $775,000. The
Partnership has no debt and approximately $56,000 a month from rental revenue,
net of bad debts as of September 30, 1998. Management anticipates that rental
revenue should be enough to cover any Partnership expenses. Also, management
does not expect the Partnership to incur any significant operational expenses as
the Partnership properties are subject to triple-net leases.
Management anticipates that the Partnership's primary source of cash in 1998
will continue to come from rental of the real estate properties currently owned.
The Partnership is attempting to sell all its properties which would provide
additional cash for distribution. Management anticipates that rental revenue
will be sufficient to cover the operating expenses of the Partnership and allow
for cash distributions to be made to the limited partners. The Partnership has
the policy of paying quarterly distributions to the limited partners of the
actual cash earned by the Partnership in the preceding quarter. Therefore, if
expenses were to increase or revenue were to decrease, the Partnership would
decrease the quarterly distributions to the limited partners. Management expects
that the liquidity of the Partnership
Continued
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will change if properties are sold and/or excess cash is distributed to the unit
holders (partners).
The cash of the Partnership increased by $590,428 at September 30, 1998 when
compared to December 31, 1997. This increase was largely due to the receipt of
$689,760 in May 1998 relating to the property sold in Burnsville, Minnesota.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and the notes thereto.
Comparison of the three months ended September 30, 1998 to the three months
ended September 30, 1997
Base rent decreased $48,497 or 23% from the previous year. The decrease was
primarily due to the sale in August 1997 of a building that was leased to
Kindercare, and to Toddle House Restaurant, which is bankrupt and no longer
being charged rents. These properties accounted for approximately $13,105 of
rents in the third quarter of 1997. In May 1998, the sale of a property leased
to Timberlodge accounted for approximately $17,991 of rents in the third quarter
1997. In September 1998, the sale of a property leased to Ponderosa Restaurant
accounted for approximately $23,453 in rents in the third quarter in 1997.
Interest income increased $5,411 or 24% over 1997 due to larger cash balances in
1998 than 1997 from proceeds relating to property sales before the funds were
distributed to the partners.
Operating expenses increased by $51,857 from the three months ended September
30, 1997 to the three months ended September 30, 1998. The net increase was
primarily due to the $49,518 increase in bad debt expense. This increase in bad
debt expense relates to reserves for Toddle House Restaurants, which is in
Chapter 11 Bankruptcy, but was being charged rents in 1997. In September 1997,
Ponderosa paid $85,000 to settle outstanding amounts which were previously
reserved for. As such net bad debt expense was a negative $52,042 in 1997.
Accounting and legal expenses decreased by $11,177 or 82%. This decrease is
primarily due to approximately $11,500 paid in legal fees in 1997 for Ponderosa
Restaurant. No such legal expenses were incurred in 1998. Property tax expense
increased by $20,812 or 100%. The increase is attributable to the Company paying
for the property taxes that would have been paid by the Ponderosa Restaurant and
Toddle House. Other expenses and other income varied very little between the two
accounting periods.
In 1998, the company recognized a loss of $108 relating to the sale of a vacant
building in Alton, Illinois that was formerly leased to Ponderosa Restaurant. In
1997, the Company recognized a gain of $17,593 relating to the sale of a
building leased to Kindercare in Indianapolis, Indiana.
Comparison of the nine months ended September 30, 1998 to the nine months ended
September 30, 1997
Base rent decreased $139,425 or 22% from the previous year. The decrease was
primarily due to the sale in August 1997 of a building that was previously
leased to Kindercare and to Toddle House Restaurant, which is bankrupt and no
longer being charged rents. These properties accounted for approximately $44,715
of rents in the first nine months of 1997 and none in 1998. In May 1998, the
sale of a property leased to Timberlodge accounted for approximately $30,201 of
rents in the nine months of 1998 and $52,506 of rents in 1997. In September
1998, the sale of a building formerly leased to Ponderosa Restaurant accounted
for approximately $70,360 of rents in 1997 and none in 1998.
Operating expenses decreased by $74,490 from the nine months ended September 30,
1997 to the nine months ended September 30, 1998. The net decrease was primarily
due to the $36,256 or 91% decrease in bad debts expense as discussed above. Bad
debt expense relating to the Ponderosa Restaurant and Toddle House totaled
$39,777 in 1997. Accounting and legal expense decreased by $46,327 or 83%. In
1997, the partnership paid $46,870 in legal fees relating to Ponderosa
Restaurant. Property tax expense increased by $20,812 or 100%. This increase is
attributable to the Company incurring property tax expenses that would have been
paid by the Ponderosa Restaurant and Toddle House. Other expenses and other
income varied very little between the two accounting periods. In 1998, the
company recognized a gain of $99,986 relating to the sale of two buildings. In
1997, the company recognized a gain of $17,593 relating to the sale of one
property.
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Management does not expect inflation to significantly impact the operations of
the Partnership due to the structure of its investment portfolio. The leases all
provide a minimum rental which the lessee is obligated to pay. Additionally,
most leases contain some form of inflation hedge which provides for the rent to
be increased. The rent increases may be in the form of scheduled fixed minimum
rent increases, Consumer Price Index adjustments, or by participating in a
percentage of the gross sales volume of the tenant. Since the triple-net leases
require the lessees to pay for all property operating expenses, the net effect
is that the income should increase as operating expenses increase due to
inflation.
YEAR 2000
The Partnership currently uses Management Reports Inc. ("MRI") software on a
Novell local area network. MRI has been modified to accept four digits as the
year date and is Year 2000 compliant. The Partnership has made an assessment of
the impact of the Year 2000 issue on its internal operations and has developed a
plan to bring its computer systems into compliance by the Year 2000. The plan
addresses the modification or replacement of applications and operating systems
to achieve timely Year 2000 compliance and also includes communication and
analysis with outside vendors with whom the Partnership interfaces
electronically. Although it is not possible to quantify the aggregate cost of
such modifications, the Partnership does not anticipate that the cost will have
a material adverse effect on its financial position or results of operations.
The foregoing discussion of Year 2000 issues contains forward-looking statements
and actual compliance may be affected by a number of factors which include the
timing and compliance by the Partnership's outside vendors and suppliers. This
discussion should be read in conjunction with the Partnership's disclosures
under the heading "Certain Cautionary Statements" below.
CERTAIN CAUTIONARY STATEMENTS
Certain statements in this Form 10-Q are not historical fact and constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. 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. Such
risk, uncertainties and other factors include, but are not limited to, the
following risks:
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 or if the Partnership were unable to lease a
significant amount of space in its buildings on economically favorable lease
terms. 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. 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). At September 30, 1998, the Company had one tenant under
bankruptcy. The Company is attempting to sell or lease this property.
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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.
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.
Dated: January 6, 1999 EXCEL PROPERTIES, LTD.
(Registrant)
New Plan Excel Realty Trust, Inc.
(General Partner)
By: /s/ Gary B. Sabin
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Gary B. Sabin, President
By: /s/ David A. Lund
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David A. Lund, Principal Financial
Officer
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