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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT ~~UNDER~~PERSUANT ~~SECTIONS~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2001

For the Quarter Ended:	Commission File Number:
June 30, 2002	33-2320

Commission File Number: 33-2320

EXCEL PROPERTIES, LTD.
(Exact name of registrant as specified in its charter)

CALIFORNIA
(State or other jurisdiction of incorporation or organization)

87-0426335
(IRS Employer Identification Number)

17140 Bernardo Center Drive, Suite 300 San Diego, California 92128
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (858) 675-9400

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), and (2) has been subject to such filing requirements for the past 90 days.

(1) ~~Yes~~ ~~/x/~~ Yes ý No ~~/ /~~ o

(2) ~~Yes~~ ~~/x/~~ Yes ý No ~~/ /~~ o

~~EXCEL PROPERTIES, LTD.~~ INDEX TO FINANCIAL STATEMENTS

				~~Page~~	Page
PART I. FINANCIAL INFORMATION:
PART I.			FINANCIAL INFORMATION:
	Item 1. Financial Statements:
	Item 1.		Financial Statements:
		Balance Sheets September 30, 2001 (Unaudited) December 31, 2000		3
					Balance Sheets June 30, 2002 (Unaudited) December 31, 2001	3
		Statements of Income Three Months Ended September 30, 2001 (Unaudited) Three Months Ended September 30, 2000 (Unaudited) Nine Months Ended September 30, 2001 (Unaudited) Nine Months Ended September 30, 2000 (Unaudited)		4
					Statements of Income Three Months Ended June 30, 2001 (Unaudited) Six Months Ended June 30, 2002 (Unaudited) Six Months Ended June 30, 2001 (Unaudited)	4
		Statements of Changes in Partners' Equity Nine Months Ended September 30, 2001 (Unaudited) Nine Months Ended September 30, 2000 (Unaudited)		5
					Statements of Changes in Partners' Equity Six Months Ended June 30, 2002 (Unaudited) Six Months Ended June 30, 2001 (Unaudited)	5
		Statements of Cash Flows Nine Months Ended September 30, 2001 (Unaudited) Nine Months Ended September 30, 2000 (Unaudited)		6
					Statements of Cash Flows Six Months Ended June 30, 2002 (Unaudited) Six Months Ended June 30, 2001 (Unaudited)	6
		~~Notes to Financial Statements~~		7	Notes to Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			10
	Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations			10
PART II. OTHER INFORMATION				12
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk			13
PART II.			OTHER INFORMATION			14

EXCEL PROPERTIES, LTD.

BALANCE SHEETS

			Sept. 30, 2001 (Unaudited)			December 31, 2000
			June 30, 2002			December 31, 2001
			(Unaudited)
ASSETS
Real estate:
	~~Land~~	Land	$	1979,~~096,694~~270		$	1979,~~524,764~~270
	~~Buildings~~	Buildings		1,~~823~~549,~~017~~025			21,~~821~~549,~~843~~025
	~~Less: accumulated depreciation~~	Less: accumulated depreciation		(1700,~~092,494~~379	)		(1675,~~164,348~~791	)
		Net real estate		1,827,~~217~~916			31,~~182~~852,~~259~~504
Cash				1299,~~337,267~~680			~~265~~917,~~054~~409
Accounts receivable, less allowance for bad debts of $0 in 2001 and 2000, respectively				14,693			11,184
Accounts receivable, less allowance for bad debts of $0 in both 2002 and 2001				8,988			12,584
Notes receivable				~~935~~918,~~854~~802			1930,~~121,859~~290
Interest receivable and other assets				7,690			14,784
Interest receivable				6,994			6,596
	Total assets		$	4,122,721		$	4,595,140
Other assets				838			112
		Total assets	$	3,063,218			3,719,495
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
	Accounts payable:
		Affiliates	$	~~275~~236		$	618,~~562~~677
		Other		—230			~~27,850~~617
	Deferred rental income			5,875			15,514
		Total liabilities		466			19,294
		Total liabilities		6,150			49,926
Partners' Equity:
	General partner's equity			214,~~027~~785			2820,~~582~~914
	Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding in 2001 and 2000, respectively			4,114,544			4,516,632
	Limited partners' equity, 235,308 units authorized, 135,199 units issued and outstanding in 2002 and 2001, respectively			3,047,967			3,679,287
		Total partners' equity		43,~~116~~062,~~571~~752			43,~~545~~700,~~214~~201
		Total liabilities and partners' equity	$	43,~~122~~063,~~721~~218		$	43,~~595~~719,~~140~~495

The accompanying notes are an integral part
of the financial statements.

EXCEL PROPERTIES, LTD.

STATEMENTS OF INCOME—UNAUDITED

			Three Months Ended September 30,						Nine Months Ended September 30,
			Three Months Ended June 30,						Six Months Ended June 30,
			2001			2000			2001			2000
			2002			2001			2002			2001
Revenue:
	Base rent		$	~~123~~70,~~221~~629		$	~~134~~127,~~724~~647		$	~~387~~137,~~717~~661		$	~~395~~264,~~335~~496
	Interest income			2317,~~210~~783			2522,~~241~~329			7537,~~679~~013			7552,~~960~~469
		Total revenue		~~146~~88,~~431~~412			~~159~~149,~~965~~976			~~463~~174,~~396~~674			~~471~~316,~~295~~965
Expenses:
	Depreciation			2012,~~193~~294			2221,~~396~~514			6424,~~103~~588			6743,~~186~~910
	Bad debts			1,987			—			1,987			(26,968	)
	Office expenses			3,281			3,419			5,574			4,458
	Office expenses			1,738			1,659			6,872			6,803
	Administrative			2,700			2,700			5,400			5,400
	Administrative			2,700			3,316			8,100			8,716
	Accounting and legal			2,849			(7,941	)		27,527			28,288
	Accounting and legal			2,321			2,065			30,608			22,386
	Management fees			706			1,272			1,413			2,732
	Management fees			1,080			1,404			3,811			4,028
	Other property expenses			(2,561	)		386			(2,381	)		674
		Total expenses		3019,~~019~~269			3021,~~840~~350			~~115~~62,~~481~~121			8285,~~151~~462
	Income before real estate sales			~~116~~69,~~412~~143			~~129~~128,~~125~~626			~~347~~112,~~915~~553			~~389~~231,~~144~~503
Gain (Loss) on sale of real estate				(40,465	)		—			128,694			—
Gain—sale of real estate				—			169,158			—			169,158
	Net income	~~Net income~~	$	7569,~~947~~143		$	~~129~~297,~~125~~784		$	~~476~~112,~~609~~553		$	~~389~~400,~~144~~661
Net income allocated to:
	General partner		$	~~961~~814		$	13,~~515~~193		$	51,~~407~~371		$	4,~~563~~446
	Limited partners			7468,~~986~~329			~~127~~294,~~610~~591			~~471~~111,~~202~~182			~~384~~396,~~581~~215
		Total	$	7569,~~947~~143		$	~~129~~297,~~125~~784		$	~~476~~112,~~609~~553		$	~~389~~400,~~144~~661
Net income per weighted average limited partnership unit			$	0.5551		$	02.9620		$	30.5683		$	2.8896

The accompanying notes are an integral part
of the financial statements.

EXCEL PROPERTIES, LTD.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY—UNAUDITED

	Nine Months Ended September 30
	Six Months Ended June 30,
	2001			2000
	2002			2001
Balance at January 1	$	43,~~585~~700,~~124~~201		$	4,~~671~~545,~~603~~214
Net income		75112,~~947~~553			~~389~~400,~~144~~661
Partner distributions		(~~544~~750,~~500~~002	)		(~~450~~360,~~546~~751	)
Balance at September 30	$	4,116,571		$	4,610,201
Balance at June 30	$	3,062,752		$	4,585,124

The accompanying notes are an integral part
of the financial statements.

EXCEL PROPERTIES, LTD.

STATEMENTS OF CASH FLOWS—UNAUDITED

					Nine Months Ended September 30,
						Six Months Ended June 30,
					2001			2000
						2002			2001
Cash flows from operating activities:
	Net income				$	~~476,609~~$	112,553	$	~~389,144~~$	400,661
	Adjustments to reconcile net income to net cash provided by operations:
		Depreciation				~~64,103~~	24,588		~~67,186~~	43,910
		Provision for bad debts				—			—
		Gain on sale of real estate					—			(169,158	)
		Gain on sale of real estate				(128,693	)		(26,968	)
	Changes in operating assets and liabilities:
		Changes in operating assets and liabilities:
		(Increase) decrease in assets:
	(Increase) decrease in assets:
			Accounts receivable				3,596			7,657
		Accounts receivable				(3,722	)		27,203
			Interest receivable and other assets				(844	)		6,754
		Interest receivable and other assets				(42,693	)		(4,318	)
		Decrease in liabilities:
	Decrease in liabilities:
			Accounts payable				(19,108	)		134,982
		Accounts payable				(34,963	)		(20,749	)
			Deferred rental income				—			(5,403	)
		Property taxes payable				—			(5,174	)
				Net cash provided by operating activities			120,785			419,403
		Deferred rental income				(8,813	)		(8,660	)
Cash flows from investing activities:
			Net cash provided by operating activities			321,828			417,664
		Proceeds from real estate sales					—			300,632
Cash flows from investing activities:
		Collection of notes receivable					11,488			230,556
		Collection of notes receivable				129,045			20,204
				Net cash provided by investing activities			11,488			531,188
		Proceeds from real estate sales				1,526,591			—
Cash flows from financing activities:
			Net cash provided by investing activities			1,655,636			20,204
		Cash distributions					(750,002	)		(360,751	)
Cash flows from financing activities:
				Net cash used by financing activities			(750,002	)		(360,751	)
	Cash distributions					(905,251	)		(450,546	)
				Net increase in cash			(617,729	)		589,840
			Net cash used by financing activities			(905,251	)		(450,546	)
Cash at January 1							917,409			265,054
			Net increase (decrease) in cash			1,072,213			(12,678	)
Cash at June 30						$	299,680		$	854,894
Cash at January 1						265,054			289,054
Cash at September 30					$	1,337,267		$	276,768

The accompanying notes are an integral part
of the financial statements.

EXCEL PROPERTIES, LTD.

NOTES TO FINANCIAL STATEMENTS—UNAUDITED

1. Summary of Significant Accounting Policies:

The financial statements reflect all adjustments of a recurring nature which are, in the opinion of management, necessary for a fair presentation of the financial statements. No adjustments were necessary which were not of a recurring nature. These financial statements should be read in conjunction with the financial statements and accompanying footnotes included in the ~~Partnership's~~ December 31, 2001 ~~2000~~ Form 10-K.

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 dispositions are reported as income or expense.

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

Cash Deposits

At ~~September~~June 30, ~~2001~~2002, the carrying amount of the Partnership's cash deposits total $~~854~~299,~~894~~680. The bank balances are $2606,~~685,767~~219 of which $200,000 is covered by federal depository insurance.

Statement of Cash Flows—Supplemental Disclosure

There was no interest or income taxes paid for the ~~nine~~six months ended ~~September~~June 30, ~~2001~~2002 or ~~2000~~2001. The Partnership also had no noncash investing or financing transactions for the ~~nine~~six months ended ~~September~~June 30, ~~2001~~2002 or ~~2000~~2001.

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 Receivable

All net accounts receivable are deemed to be ~~collectible~~collectlzle within the next 12 months.

Financial Statement Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 reported period. Actual results could differ from those estimates.

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 reported period. Actual results could differ from those estimates.

Recognition of revenue is dependent upon the quality and ability of the tenants to pay their rent in a timely manner. Rental revenues include minimum annual rentals, adjusted for the straight-line method for recognition of fixed future increases. Gain or loss on sale of real estate is recognized when the sales contract is executed, title has passed, payment is received, and the Partnership no longer has continuing involvement in the asset.

Derivative Instruments and Hedging Activities

In 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and in 1999 they voted to delay the effective date of this SFAS by one year. SFAS No. 133 establishes a new model for accounting for derivatives and hedging activities, where all derivatives must be recognized as assets and liabilities and measured at fair value. The Partnership adopted this standard on January 1, 2001 and it did not have a significant impact on the financial statements.

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 had no discontinued operations in 2002.

2. Fees Paid to General Partner

The Partnership has paid the General Partner or its affiliates the following fees for the ~~nine~~six months ended ~~September~~June 30, ~~2001~~2002 and ~~2000~~2001:

	2001		2000
	2002		2001
Management fees	$	31,~~811~~413	$	42,~~028~~732
Administrative fees		85,~~100~~400		85,~~100~~400
Accounting		43,~~860~~240		43,~~860~~240

3. Sale of Property

In April 2001, the Partnership sold a building in West Carrollton, Ohio that was on lease to Kindercare. The sale price for the building was $283,333. The Partnership recognized a gain of $148,869 on the sale. In September 2001, the Partnership sold two properties. The building in Columbus, Ohio was on lease to Southeast Education. The sale price for the building was $253,000. The Partnership recognized a gain of $123,289 on the sale. The building in Middleburg, Ohio was on lease to Moutain Jack's. The sales price was $900,000. The Partnership recognized a loss of $163,754 on the sale.

Monthly base rents related to these properties was approximately $15,202. Proceeds from these sales were distributed to the partners of the Partnership.

There were no property sales in the nine months ended September 30, 2000.

43. Notes Receivable

The ~~Company~~Partnership had the following notes receivable at ~~September~~June 30, ~~2001~~2002 and December 31, ~~2000~~2001:

	2001	2000
Note from the sale of land. Secured by land. Currently due.	$165,750	$165,750
Note from sale of building, interest only receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003	$720,104	$736,107
Note from sale of building, receipts of $5,366 per month at 8.5% interest. Secured by building sold. Due November 2003.	703,052	714,540
Note from the sale of land, interest at 10%. Due upon the occurrence of certain events.	165,750	165,750
Note from sale of building. Due December 2002. Interest at 10% interest.	50,000	50,000
Note from sale of building, payable in two installments of $25,000 plus 10% interest. Due November 2001.	50,000	—
Total notes receivable	$918,802	$930,290
Note from sale of building, receipts of $1,390 per month at 9% interest. Secured by building sold. Repaid in May 2001.	—	119,752
Note from sale of building, receipts of $1,004 per month at 8% interest. Secured by building sold. Repaid in February 2001.	—	100,250
Total notes receivable	$935,854	$1,121,859

54. Minimum Future Rentals

The ~~Company~~Partnership leases single-tenant buildings to tenants under ~~noncancellable~~noncancelable operating leases requiring the greater of fixed or percentage rents. The leases are triple-net, requiring the tenant to pay all expenses of operating the property such as insurance, property taxes, repairs and utilities.

Minimum future rental revenue for the next ~~five~~four years for the commercial real estate currently owned and subject to ~~noncancellable~~noncancelable operating leases is as follows:

Year ending December 31,
2001, remaining three months	$90,730
2002, remaining six months	$	141,258
2002	362,922
2003		221,199
2003	340,634
2004		107,800
2004	281,875
2005		80,251
2005	227,524
Thereafter	235,431

5. Sale of Property

In April 2001, the Partnership sold a building in West Carrollton, Ohio that was on lease to Kindercare. The sale price for the building was $283,333. The Partership recognized a gain of $148,869 on the sale.

There were no property sales in the six months ended June 30, 2002.

Item 2. Management's Discussion and Analysis of Financial Conditions 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 investment. 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.

Properties that have been acquired by the Partnership ~~are~~have been primarily 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. Certain 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.

The principal investment objectives of the Partnership were originally to provide to its limited partners: (1) preservation, protection and eventual return of the investment, (2) distributions of cash from operations, some of which may be a return of capital for tax purposes rather than taxable income, and (3) realization of long-term appreciation in value of properties. ~~The~~In recent years, the Partnership ishas ~~currently~~been attempting to sell all of ~~the~~its properties ~~held by the Partnership~~. The selling of the properties remaining could take several years as the Partnership ~~attempts~~ attempts 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 remaining properties or what price they can obtain. Additionally, the plans of the Partnership may change in the future.

~~Liquidity~~Critical ~~and~~Accounting ~~Capital~~Policies ~~Resources~~and Estimates

The Partnership has $1,337,267 in cash at September 30, 2001, with no debt on any of the properties it owns. In October 2001, the Partnership distributed accumulated cash to the partners in the amount of $1,100,000. The Partnership currently recognizes approximately $30,243 a month from rental revenue. Management anticipates that rental revenue should be enough to cover any Partnership and operating expenses. Also, management does not expect the Partnership to incur any significant operational expenses as the Partnership properties are subject to triple-net leases. General

The ~~Partnership's~~financial ~~primary~~statements ~~source~~including ofin ~~cash~~this isForm 10-Q ~~from~~have ~~rental~~been ofprepared in accordance with accounting principles generally accepted in the ~~real~~United ~~estate~~States ~~properties~~of ~~currently~~America ~~owned~~(GAAP). Preparation ~~The~~of ~~Partnership~~our ~~may~~financial ~~also~~statements ~~sell~~in ~~properties~~accordance ~~which~~with ~~would~~GAAP ~~provide~~requires ~~cash~~management ~~for~~to ~~distribution.~~make ~~Management believes~~estimates ~~that~~and ~~rental~~judgments ~~revenue~~that ~~should~~affect ~~cover~~ the ~~recurring~~reported ~~operating~~amounts ~~expenses~~ of ~~the~~assets, ~~Partnership~~liabilities, revenues and ~~allow~~expenses ~~for~~and the ~~cash~~related ~~distributions~~notes. toThe bePartnership ~~made~~believes tothat the ~~limited~~following ~~partners~~accounting ~~unless~~policies ~~buildings~~are ~~become~~critical ~~vacant.~~because ~~The Partnership~~they ~~has~~affect the ~~policy~~more ofsignificant ~~paying~~judgments ~~quarterly~~and ~~distributions~~estimates toused in the ~~limited~~preparation ~~partners~~ of ~~the~~our consolidated ~~actual~~financial ~~cash~~statements. ~~earned~~Actual byresults ~~the~~may ~~Partnership~~differ infrom ~~the~~these ~~preceding~~estimates ~~quarter~~under different assumptions or conditions. ~~Therefore,~~For ifa ~~expenses~~detailed ~~were~~discussion toon ~~increase~~the ~~or revenue~~application ~~were~~of tothese ~~decrease~~and other accounting policies, ~~the~~see ~~Partnership~~Note 1 ~~would~~in ~~decrease~~the Notes to the ~~quarterly~~Financial ~~distributions~~Statements toin the ~~limited~~Form 10-K ~~partners~~for 2001 and this Form 10-Q.

~~The Partnership~~Revenue has continued to distribute cash flows to the limited partners since 1989. Management anticipates that distributions from cash flows will continue in 2001. The distributions may be supplemented by proceeds from property sales or principal repayment of notes receivable, if any. If additional properties are sold or notes receivable are repaid, proceeds are distributed to the partners instead of reinvested, future income from the partnership is expected to decrease and thus distributions Recognition

~~would~~Real ~~also~~Estate ~~decrease. In 2001, proceeds from sales and principal repayments of notes receivable have been distributed to the partners instead of being reinvested.~~ Assets

Real estate assets are recorded at historical costs and adjusted for recognition of impairment losses. 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 dispositions are reported as income or expense.

Derivative Instruments and Hedging Activities

Asset Disposal

Liquidity and Capital Resources

The Partnership has $299,680 in cash at June 30, 2002, with no debt on any of the properties it owns. The Partnership currently has approximately $23,543 a month from rental revenue. Management does not expect the Partnership to incur any significant operational expenses as the Partnership properties are subject to triple-net leases.

The Partnership's primary source of cash is from rental of the three real estate properties currently owned. Management believes that rental revenue should cover the recurring operating expenses of the Partnership and allow for cash distributions to be made to the limited partners unless buildings become vacant. The Partnership may sell one or more of its properties which would provide cash for distribution. Prior to 2002, the Partnership has paid quarterly distributions to the limited partners of the actual cash earned by the Partnership in the preceding quarter. In 2002, the Partnership adopted a policy of paying distributions from operating cash flows annually instead of quarterly distributions, as only three properties remain. The Partnership may pay additional distributions if it receives cash from a significant capital event. Therefore, if expenses were to increase or revenue were to decrease, the Partnership would decrease the distributions to the limited partners.

The Partnership has continued to distribute cash flows to the limited partners since 1989. The Partnership has been attempting to sell it properties and owns three remaining real estate properties. Although future distributions may be supplemented by proceeds from property sales or principal repayment of notes receivable, as additional properties are sold or notes receivable are repaid, proceeds will be distributed to the partners instead of reinvested, and future distributions are expected to decrease. Eventually, there may no longer be enough cash flows for distributions.

Inflation is not expected to negatively 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 (CPI) 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 revenue received will not be eroded away as operating expenses increase due to inflation. Should buildings become vacant, however, the Partnership may be responsible for certain expenses, including property taxes which are now being paid by tenants.

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~~June 30, ~~2001~~2002 to the three months ended ~~September~~June 30, ~~2000~~2001

Base rent decreased $1157,~~503~~018 or 945% from the previous ~~period~~year. The net decrease was primarily due to the property sales ofin 2001. These properties accounted for approximately $57,018 in rental revenue in the second quarter of 2001.

InOverall ~~September~~operating expenses decreased by $2,081 from the three months ended June ~~2001~~30, 2002 to the ~~company~~three ~~recognized~~months aended ~~gain~~June 30, of2001. Depreciation expense decreased $~~123~~9,~~289~~220 ~~relating~~or to43% ~~the~~and management ~~sale~~fee ofexpenses adecreased ~~building~~$566 ~~formerly~~or ~~leased~~45% from three months ended June 30, 2002 to ~~Southeast~~the ~~Education~~three inmonths ~~Columbus~~ended June 30, ~~Ohio~~2001. ~~Also,~~These indecreases ~~September~~ are attributable to the property sales in 2001. Property insurance decreased by $2,947 as the company ~~recognized~~received a ~~loss~~prorated ofcredit for properties sold in 2001. Accounting and legal expenses increased by $~~163~~10,~~754~~790 ~~relating~~over to2001. aThe ~~sale~~increase ofin accounting aand ~~building~~legal ~~leased~~expenses are largely attributable to ~~Mountain~~an ~~Jack's~~accrual inof ~~Middleburg~~legal expenses, ~~Ohio~~which was reversed in April 2001. ~~There~~Other ~~were~~expenses noand ~~sales~~other inincome ~~the~~did ~~three~~not ~~months~~vary ~~end~~significantly ~~September 30,~~between ~~2000~~the two accounting periods.

~~Overall operating~~Comparison ~~expenses~~of ~~decreased by $821 from~~ the ~~three~~six months ended ~~September~~June 30, ~~2001~~2002 to the ~~three~~six months ended ~~September~~June 30, ~~2000. Other expenses and other income did not vary significantly between the two accounting periods.~~ 2001

~~Comparison~~Base rent ofdecreased $126,835 or 48% from the ~~nine~~previous ~~months~~year. ~~ended~~The ~~September 30,~~net ~~2001~~decrease was primarily due to the ~~nine~~property ~~months~~sales ~~ended~~in ~~September 30~~2001. These properties accounted for approximately $123,239 ~~2000~~ in rental revenue in the second half of 2001.

~~Base~~Operating ~~rent~~expenses ~~did~~decreased ~~not~~by ~~significantly~~$23,339 ~~change~~or ~~from~~27%. Depreciation ~~the~~expense ~~previous~~decreased ~~year~~$19,322 or 44% and management fee expenses decreased $71,~~618~~319 or 248% from six months ended June 30, 2002 to the six months ended June 30, 2001. These decreases are attributable to the property sales in 2001. Property insurance decreased by $3,054 as the company received a prorated credit for properties sold in 2001. Other expenses and other income did not vary significantly between the two accounting.

In April 2001, the company recognized a gain of $148,869 relating to the sale of a building formerly leased to Kindercare, in West Carrollton, Ohio. In June 2001, the Company received $20,289 for the hold back on the 1999 sale of Kindercare in Grove City, Ohio which was recognized as income in 2001. In September 2001, the company recognized a gain of $123,289 relating to the sale of a building formerly leased to Southeast Education in Columbus, Ohio. Also, in September 2001, the company recognized a loss of $163,754 relating to a sale of a building leased to Mountain Jack's in Middleburg, Ohio. There were no sales in the three months end September 30, 2000. There were no sales in the nine months end September 30, 2000.

Operating expenses increased by $33,330 or 41%. Accounting and legal expenses increased by $8,222 or 37% over 2000. The increase in accounting and legal expenses are largely attributable to amounts paid for legal matters related to the transfer and ownership of certain partnership units. Bad debt expense was $1,987 in 2001. In May 2000, $26,968 that was reserved for potential bad debt for a tenant, which was delinquent on their rents, was reversed when the tenant became current. Other expenses and other income did not vary significantly between the two accounting.

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.

Certain Cautionary Statements

Certain statements in this Quarterly Report on Form 10-Q, including, but not limited to, "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations," contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, but rather reflect current expectations concerning future results and events. The words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions identify such forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond the Partnership's control that could cause actual results to differ materially from those forecast or anticipated in such forward-looking statements. These factors include, but are not limited to, the Partnership's market effect on property sales, reliance on tenants, and environmental risks. These factors are discussed in greater detail under the caption "Certain Cautionary Statements" in the Partnership's annual Report on Form 10-K for the year ended December 31, 2000.

and environmental risks. These factors are discussed in greater detail under the caption "Certain Cautionary Statements" in the Partnership's annual Report on Form 10-K for the year ended December 31, 2001.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Partnership's balance sheet contains financial instruments in the form of interest-earning notes receivable. The notes contain fixed interest rates and are thus not subject to changes in market interest rates. The Partnership estimates that the fair value of the notes approximates market value at ~~September~~June 30, ~~2001~~2002.

PART II. OTHER INFORMATION

Items 1 through 5 have been omitted since no events occurred with respect to these items.

Item 6. Exhibits and Reports on Form 8-K

(a) ~~The~~99.1 Certification ~~Partnership~~of ~~filed~~the noGeneral ~~reports~~Partner onin ~~Form 8-K~~accordance ~~during~~with the ~~quarter~~Sarbanes-Oxley ~~ended~~Act ~~September 30,~~of ~~2001~~2002.

12 99.2 Certification of the Principal Accounting Officer in accordance with the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

The Partnership filed no reports on Form 8-K during the quarter ended June 30, 2002.

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: October 30, 2001	EXCEL PROPERTIES, LTD. (Registrant)
Dated: August 14, 2002	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

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INDEX TO FINANCIAL STATEMENTS
EXCEL PROPERTIES, LTD. BALANCE SHEETS
EXCEL PROPERTIES, LTD. STATEMENTS OF INCOME—UNAUDITED
EXCEL PROPERTIES, LTD. STATEMENTS OF CHANGES IN PARTNERS' EQUITY—UNAUDITED
EXCEL PROPERTIES, LTD. STATEMENTS OF CASH FLOWS—UNAUDITED
EXCEL PROPERTIES, LTD. NOTES TO FINANCIAL STATEMENTS—UNAUDITED
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