-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IWosmVHNr3iiskARGg7pX5cP3iogncNrQG5LSf4b1GDZcLX9H+8CyeNx2tZY4uGe LEMuWUf54J12IhUULdL9tg== 0000897101-96-000339.txt : 19960531 0000897101-96-000339.hdr.sgml : 19960531 ACCESSION NUMBER: 0000897101-96-000339 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960530 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN REAL ESTATE FUND II CENTRAL INDEX KEY: 0000319716 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 41398390 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11200 FILM NUMBER: 96574215 BUSINESS ADDRESS: STREET 1: 750 NORTHLAND PLZ STREET 2: 3800 W 80TH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55431 BUSINESS PHONE: 6128963800 MAIL ADDRESS: STREET 1: 3800 W 80TH ST STREET 2: SUITE 750 CITY: BLOOMINGTON STATE: MN ZIP: 55431 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K AMENDMENT NO. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995. Commission file number 0-11200 GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP Minnesota 41-1398390 510 Marquette Avenue, Suite 300 Minneapolis, Minnesota 55402 Registrant's telephone number (612) 338-2828 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered None None Securities registered pursuant to Section 12(g) of the act: $11,000,000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_ No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [ ] Forms 8-K dated October 1, 1991 with an amendment dated October 16, 1991 and May 12, 1992 are incorporated by reference in this report. GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP PART I Item 1. Business The registrant, Griffin Real Estate Fund-II, A Limited Partnership (the "Partnership"), was organized on September 19, 1980 under the laws of the State of Minnesota. The Partnership was formed by the general partner, Investment Associates, a Minnesota general partnership, to acquire existing, income-producing real properties for rental purposes. On February 2, 1981 the Partnership commenced an offering of $10,000,000 pursuant to a Registration Statement on Form S-11 under the Securities Act of 1933. The offering terminated December 15, 1982 upon the acceptance of 2200 units $11,000,000), the maximum allowed under the registration. The Partnership is engaged solely in the business of real estate investment, and is limiting its investment to the real property acquired at its inception plus reasonable repairs and capital improvements. The goal of these investments is to generate both capital gain income and current income from cash flow. The Partnership does not invest in real estate mortgages, securities of or interests in persons primarily engaged in real estate activities, or in other securities. A presentation of information about industry segments is not applicable and would not be material to an understanding of the Partnership's business taken as a whole. The General Partner manages and controls all of the affairs of the Partnership, including deciding when and on what terms properties should be sold or refinanced. As of December 31, 1995 the Partnership has made the real property investments set forth in the following table: Name, type of property Date of Type of and location (a) Size Purchase Ownership(b) 1. Villas of Patricia Park Apts. 120 units 12/30/81 Mortgage Note Urbandale, Iowa 2. Candleridge Apartments 138 units 12/30/81 Mortgage Note Urbandale, Iowa 3. Lunnonhaus Village Apts. 285 units 5/06/82 Mortgage Note Golden, Colorado 4. Olde English Village Apts. 264 units 8/31/82 Mortgage Note West Des Moines, Iowa (a) Reference is made to Schedule III of this annual report. (b) Reference is made to Note 3 of Notes to Financial Statements filed with this annual report for the current outstanding principal balances and a description of the long-term indebtedness secured by the Partnership's real property investments; The Terms of Transactions between the Partnership and affiliates of the General Partner are described in Item 11 to which reference is hereby made. It is the Partnership's policy to conduct its business activities in accordance with the Partnership Agreement which may not be changed without a vote of a majority of the Limited Partnership units outstanding. Pursuant to the Partnership Agreement, the Partnership may not issue senior securities, make loans to other persons, invest in the securities of other entities for the purposes of exercising control, underwrite the securities of others or offer securities in exchange for property. As circumstances dictate, the Partnership has the right under the Partnership Agreement to borrow money, and to use its investments in real property as collateral for that debt up to a maximum of 75% loan to value. The Olde English Village. Apartments were refinanced on June 30, 1994. No other refinancings occurred in 1995, 1994, or 1993. There is no limit on the number of mortgages that may be taken out on any one piece of the Partnership's real properties. The Partnership Agreement provides for the redemption of limited partnership units under certain circumstances. In 1995, 1994, and 1993 the Partnership redeemed two, zero and seven units respectively. It is the policy of the General Partner to report on a quarterly basis to the limited partners. Each interim report contains limited financial reporting with a management discussion of operations and goals for the Partnership. The annual report contains financial statements that are audited by independent public accountants, and is accompanied by a management discussion of operations and goals. AVERAGE EFFECTIVE ANNUAL RENTAL PER UNIT VILLAS OF OLDE ENGLISH PATRICIA CANDLERIDGE LUNNONHAUS VILLAGE APARTMENTS PARK RAINTREE APARTMENTS VILLAGE W.DES APARTMENTS APARTMENTS URBANDALE, APARTMENTS MOINES, IOWA URBANDALE, LITTLE ROCK, IOWA GOLDEN, CO IOWA ARKANSAS 1995 $ 6,605 $ 6,699 $ 6,329 $ 6,435 * 1994 6,345 6,311 6,094 6,214 * 1993 6,148 6,054 5,942 6,005 * 1992 5,988 5,786 5,834 5,856 $ 4,197 1991 5,890 5,606 5,698 5,717 4,118 * Indicates the Partnership did not own the property at any time during the year. SCHEDULE OF REAL ESTATE TAXES
VILLAS OF OLDE ENGLISH PATRICIA PARK CANDLERIDGE LUNNONHAUS VILLAGE APARTMENTS RAINTREE APARTMENTS VILLAGE APARTMENTS URBANDALE, APARTMENTS URBANDALE, IOWA APARTMENTS WEST DES IOWA LITTLE ROCK, GOLDEN, CO MOINES, IOWA ARKANSAS 1995 TAX RATE (a) 89.412 (a) (a) * ASSESSMENT (a) $66,244 (a) (a) * 1994 TAX RATE 34.39191 90.98 34.66721 34.39191 * ASSESSMENT $128,614 $59,799 $242,212 $119,900 * 1993 TAX RATE 35.11437 90.98 34.98463 35.11437 * ASSESSMENT $131,314 $59,799 $244,138 $122,420 * 1992 TAX RATE 34.86661 90.98 34.91742 34.86661 64.234 ASSESSMENT $130,388 $91,553 $236,272 $101,398 $59,610 1991 TAX RATE 34.90392 83.125 35.03054 34.90392 62.134 ASSESSMENT $130,528 $95,766 $237,038 $101,722 $57,663
* Indicates the Partnership did not own the property at any time during the year. (a) Data not yet available It is the opinion of the General Partner that the Partnership's properties are adequately covered by insurance. Item 3. Legal Proceedings On September 20, 1995 Everest Investors, LLC ("Everest") filed a lawsuit in Hennepin County Minnesota's Fourth Judicial District Court against Investment Associates ("General Partner"), the general partner of Griffin Real Estate Fund-II, A Limited Partnership ("Partnership"). The lawsuit alleged that the General Partner had wrongfully denied Everest access to the books and records of the Partnership. The court granted, in part, Everest's request for access to the books and records and ordered the General Partner to provide Everest access to these records. The General Partner complied with this court order. Everest continued to seek access to additional books and records of the Partnership beyond the scope of the court order. The General Partner vigorously defended the Partnership's right to keep its proprietary records from being reviewed by Everest, who has not been admitted as a limited partner of the Partnership despite having been assigned a financial interest in 126 units by some original limited partners. The General Partner filed for a dismissal of the matter. The court heard arguments on September 29, 1995, October 26, 1995 and November 17, 1995. On November 27, 1995 the court dismissed Everest's lawsuit. Everest appealed the dismissal in the Minnesota Court of Appeals on March 12, 1996 and a decision is pending. Item 6. Selected Financial Data Griffin Real Estate Fund-II, A Limited Partnership For the Years Ended December 31, 1995, 1994, 1993, 1992, and 1991
1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- Total Revenues $ 5,472,890 $ 5,148,672 $ 4,885,147 $ 4,991,815 $ 5,433,785 Income (loss) before extraordinary item (d) 324,981 151,515 199,138 (409,243) (967,255) Income (loss) before extraordinary item per limited partner unit (c) 141.10 65.76 86.34 (176.91) (417.68) Extraordinary Item: Gain on foreclosure of property - - - 739,559 - Extraordinary Item: Gain on foreclosure of property per limited partner unit (c) - - - 319.72 - Net Income (Loss) 324,981 151,515 199,138 330,316 (967,255) Net Income (Loss) per limited partner unit (c) 141.10 65.76 86.34 142.81 (417.68) Total Assets 14,837,677 15,184,304 15,175,828 15,154,826 19,840,092 Mortgages and Contracts for deed 14,801,452 15,067,907 15,245,768 15,201,883 19,458,092 Cash distributions per limited partner unit (b) $ 187.35 - - - -
(a) The above selected financial data should be read in conjunction with the financial statements and the related notes appearing in Exhibit I in this annual report. (b) Cash distributions of $1,500 per Limited Partnership unit have been made to the Limited Partners since the inception of the Partnership. None of these distributions have resulted in taxable income to such Limited Partners and have therefore all represented a return of capital under generally accepted accounting principals. Each Partner's taxable income (or loss) from the Partnership in each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to cash generated or distributed by the Partnership. (c) Income (loss) before extraordinary item, extraordinary item, and net income (loss) per limited partnership unit is based upon the number of limited partnership units outstanding during the period (2,188 for current year, using weighted average). (d) 1992 figures reflect the foreclosure of Raintree Apartments on May 1, 1992. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Everest Investors, LLC, A California Limited Liability Company ("Everest") commenced a tender offer to purchase up to 600 of the outstanding limited partnership interests ("units") at a purchase price of $2,387.50 per unit net to the seller in cash, subject to the terms and conditions set forth in an offer to purchase dated April 21, 1995. The General Partner of the Partnership determined that the offer price was inadequate in comparison to the liquidation value of the units and recommended to the Limited Partners that they not tender any units in response to the Everest Offer to Purchase. The tender offer expired on July 12, 1995, with Everest acquiring a total of 126 units. Everest was also attempting to change the Partnership Agreement in several ways by sending the Limited Partners a solicitation of consent, which expired on August 18, 1995. The General Partner had determined that the proposed changes were not in the interests of the Limited Partners and recommended that consent to change not be given. The solicitation of consent was unsuccessful. RESULTS OF OPERATIONS Summary of Operations - 1995 Compared to 1994 During 1995, the Partnership and its properties turned in another solid year of performance. As a result of the improved performance of the property portfolio, the Partnership was able to continue distributions in 1995. Units held of record for calendar year 1995 received a distribution of $320 per unit (including distributions paid in January 1996) or an annual return of 6.4%. Physical occupancy increased an average of 1.1% from 96.8% to 97.7%. Individually physical occupancy increased at two of the four properties. Candleridge Apartments increased from an average of 95% to 97.5% and Olde English Village Apartments increased from an average of 95.5% to 98.3%. Lunnonhaus Apartments physical occupancy remained the same at an average of 99.5% for both years. Physical occupancy at Villas of Patricia Park Apartments declined from an average of 97% to 95.5%. Rental rates of the property portfolio increased 4.7%. Individually rental rates increased at all properties, with increases ranging from the smallest increase of 3.5% at Villas of Patricia Park Apartments to the greatest increase of 6.2% at Lunnonhaus Village Apartments. As a result of increased rental rates and improved occupancy, plus the increase in interest and other income, overall revenue increased by approximately $324,200. Interest expense increased as a result of the increased interest rate on the Olde English Village Apartments mortgage debt. The Olde English Village loan terms include an adjustable rate of interest which adjusts every three months based on three month treasury bills. Interest rate increased from 7.8% in 1994 to a high of 9.3% in May of 1995. Interest rates began to decline again in 1995 ending the year at 8.8%. The mortgage debt on the other three properties have a fixed rate of interest which was the same in both years. Real estate tax expense declined in total by approximately $29,400 as a result of overestimating the real estate tax liability for 1994. Actual assessed values in 1995 were not increased materially from that of 1994. The decline in utilities expense was essentially due to the approximate $39,000 decline in utility expense at Lunnonhaus Village Apartments. The decline in utilities was a result of two factors. A milder winter heating season during the winter of 1994-1995 versus 1993-1994. Also savings resulted from prior expenditures on energy saving devices in the heating system throughout the property. The approximate $133,000 increase in administrative expenses was essentially due to the legal fees incurred by the Partnership in connection with Everest's tender offer and solicitation of consent. Despite the overall increase in total expense, the Partnership increased its Net Operating Income by approximately $173,500. During the year, the Partnership invested approximately $597,000 in physical improvements to the properties. The majority of these expenditures were made for physical improvements to the Olde English Village Apartments and Lunnonhaus Village Apartments. At Olde English Village, the exterior renovations were completed and a major landscaping project was also completed. At Lunnonhaus Village, the expenditures were incurred for landscaping. At Candleridge and Villas of Patricia Park Apartments, expenditures were made for improvements to the garages and landscaping. Summary of Operations - 1994 Compared to 1993 Rental rates for the property portfolio on average increased 3.7%. Physical occupancy for the property portfolio on average increased from 95.8% to 96.8%. Due to improved occupancy and collections, total revenue increased by approximately $263,500. Individually, each property in the portfolio experienced an increase in revenue. The approximate $39,400 decline in interest expense is essentially due to the refinancing of Olde English Village Apartments, which was completed on June 30, 1994. The refinancing reduced the blended interest rate for the retired first and second mortgages from 9.3% to 7.8%. The monthly debt service was initially reduced from $48,674 to $44,675, a savings of $3,999 per month, however, rising short term interest rates have caused the loan's adjustable interest rate to increase correspondingly. Real estate tax expense increased by approximately $81,300 due to rising property assessments. Assessed valuations are used as a base for the computation of the real estate taxes. Assessed valuations have increased because of improved property operations throughout the portfolio. Repairs and maintenance expense increased by approximately $281,800 as a result of additional expenditures made at all properties which were not required to be capitalized as additional property purchases. The majority of these expenditures were made at Lunnonhaus and Olde English Village Apartments for various building repairs and cosmetic improvements. Although revenue for the year increased, increasing expenses, in particular in the repair and maintenance categories resulted in a decline in Net Income. Improved operating results in the last quarter of 1994 allowed the Partnership to resume distributions to holders of record on December 31, 1994 in the amount of $62.50 per unit or an annualized return of 5%. LIQUIDITY The Partnership had approximately $1,044,300 of cash reserves on hand at December 31, 1995. This should provide the Partnership with ample liquidity with which to operate the properties and provide for capitol improvements to the property portfolio in the near term and into the future. The Partnership will be committing approximately $250,000 to external improvements to Lunnonhaus Village Apartments and approximately $150,000 to the remodeling of the entry ways at Olde English Apartments. Although there can be no assurance of continuing cash flow from property operations, if anticipated cash flow is realized, the Partnership intends on continuing distributions in 1996 at an annual rate of $300 or 6% per unit. Although there can be no assurance that a sale will be completed, Partnership plans call for the sale of Candleridge and Villas of Patricia Park Apartments during 1996. A purchaser has not yet been identified, but a marketing plan has been established. The plan includes developing marketing materials, offering the property in advertising in several publications and mass mailing to prospective buyers. Upon the successful completion of the sale of these properties, sales proceeds will be distributed. OCCUPANCY TABLE
Lunnonhaus Olde English Raintree Candleridge Village Village Villas of Patricia Apartments Apartments Apartments Apartments Park Apartments Little Rock Urbandale, IA Golden, CO W. Des Moines, IA Urbandale, IA Arkansas ------------- ---------- ----------------- ------------- -------- 3/31/95 95% 100% 97% 93% * 6/30/95 99% 99% 99% 96% * 9/30/95 97% 99% 100% 98% * 12/31/95 99% 100% 97% 95% * 3/31/94 92% 100% 93% 97% * 6/30/94 98% 99% 92% 95% * 9/30/94 96% 100% 99% 98% * 12/31/94 94% 99% 98% 98% * 3/31/93 94% 99% 90% 95% * 6/30/93 99% 98% 97% 100% * 9/30/93 99% 99% 97% 98% * 12/31/93 92% 99% 94% 94% * 3/31/92 97% 95% 92% 98% 89% 6/30/92 93% 87% 92% 97% * 9/30/92 97% 94% 98% 97% * 12/31/92 94% 96% 91% 95% * 3/31/91 94% 89% 91% 98% 94% 6/30/91 96% 88% 98% 98% 93% 9/30/91 98% 94% 99% 99% 88% 12/31/91 96% 95% 93% 94% 94%
* Indicates the Partnership did not own the property at the end of the quarter. Item 12. Limited Partnership Ownership of Certain Beneficial Owners and Management Everest Investors, LLC, ("Everest") located at 11755 Wilshire Boulevard, Suite 2360, Los Angeles, California 90025, is the only person or "group" known by the Partnership to own beneficially more than 5% of the outstanding units of the Partnership. Everest Investors, LLC has only a financial interest in their units which were assigned by the original owners of 126 units. Everest has not been admitted as a limited partner of the Partnership. Amount and Nature Percent of Class of Beneficial Outstanding at Title of Class Ownership December 31, 1995 Limited Partnership Units 126 units, purchased at 5.8% $2,387.50 per unit The individual general partners of the General Partner as a group have the following interest in the Partnership: Amount and Nature Percent of Class of Beneficial Outstanding at Title of Class Ownership December 31, 1995 Limited Partnership Units 26 units purchased at 1.2% $4,462 per unit No partner of the General Partner possesses a right to acquire beneficial ownership of interest of the Partnership. There exists no arrangement, known to the Partnership, the operation of which may at subsequent date result in a change in control of the Partnership. SIGNATURES Pursuant to the requirements 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. Dated: May 24, 1996 Griffin Real Estate Fund-II, A Limited Partnership By: /s/ Larry D. Fransen Larry D. Fransen for the General Partner Investment Associates Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated. Dated: May 24, 1996 By: /s/ Larry D. Fransen Larry D. Fransen Managing General Partner of the General Partner Investment Associates EXHIBIT I GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES INCLUDED IN ANNUAL REPORT (FORM 10-K) FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 TABLE OF CONTENTS Page Independent Auditor's Report .......................................... 1 Balance Sheets, December 31, 1995 and 1994............................. 2 Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993....................................... 3 Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993................................. 4 Statements of Changes in Partners' Deficit for the Years Ended December 31, 1995, 1994 and 1993................... 5 Notes to Financial Statements.......................................... 6-10 Financial Statement Schedules.......................................... 11 III Real Estate and Accumulated Depreciation, December 31, 1995.......................................... 11 All schedules other than those indicated in the Table of Contents have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. INDEPENDENT AUDITOR'S REPORT Griffin Real Estate Fund-II, A Limited Partnership Minneapolis, Minnesota We have audited the accompanying balance sheets of Griffin Real Estate Fund-II, A Limited Partnership, as of December 31, 1995 and 1994, and the related statements of operations, changes in partner's deficit, and cash flows for each of the years in the three-year period ended December 31, 1995. Our audits also included the financial statement schedules listed in the table of contents at Exhibit I. These financial statements and financial statement schedules 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 generally accepted auditing standards. 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 Griffin Real Estate Fund-II, A Limited Partnership, as of December 31, 1995 and 1994, and the results of its operations and its cash flows of each of the years in the three-year period ended December 31, 1995 in conformity with generally accepted accounting principles. Also, in our opinion, the financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. LARSON, ALLEN, WEISHAIR & CO., LLP Minneapolis, Minnesota March 11, 1996 GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP BALANCE SHEETS DECEMBER 31, 1995 AND 1994 1995 1994 ------------ ------------ ASSETS Cash and cash equivalents $ 1,044,305 $ 742,672 Escrow deposits 331,948 625,910 Receivables and other assets 45,562 49,902 ------------ ------------ Total 1,421,815 1,418,484 ------------ ------------ PROPERTY AND EQUIPMENT: Land 2,160,676 2,160,676 Buildings and improvements 22,028,985 21,432,061 Furniture and equipment 2,076,669 2,076,669 ------------ ------------ Total 26,266,330 25,669,406 Less accumulated depreciation 13,062,669 12,183,949 ------------ ------------ Property and equipment - net 13,203,661 13,485,457 ------------ ------------ Debt financing costs (net of accumulated amortization - 1995, $158,997; 1994, $77,350) 212,201 280,363 ------------ ------------ TOTAL ASSETS $ 14,837,677 $ 15,184,304 ============ ============ LIABILITIES AND PARTNERS' DEFICIT LIABILITIES: Accounts payable: Affiliate $ 27,712 $ 24,778 Other 151,350 125,637 Security deposits 143,572 131,777 Accrued expenses: Real estate taxes 559,044 569,145 Interest 100,506 95,976 Mortgage notes payable 14,801,452 15,067,907 ------------ ------------ Total liabilities 15,783,636 16,015,220 ------------ ------------ PARTNERS' DEFICIT: General Partner (521,918) (516,592) Limited Partners (424,041) (314,324) ------------ ------------ Total Partners' Deficit (945,959) (830,916) ------------ ------------ TOTAL LIABILITIES AND PARTNERS' DEFICIT $ 14,837,677 $ 15,184,304 ============ ============ See Notes to Financial Statements GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 1995 1994 1993 ----------- ----------- ----------- REVENUES: Rent (less vacancies: 1995, $117,629; 1994, $190,560; 1993, $237,699) $ 5,142,356 $ 4,833,598 $ 4,605,304 Interest 47,135 34,108 16,661 Other 283,399 280,966 263,182 ----------- ----------- ----------- Total revenues 5,472,890 5,148,672 4,885,147 ----------- ----------- ----------- EXPENSES: Interest 1,239,396 1,233,398 1,272,829 Depreciation and amortization 960,367 911,261 886,031 Real estate taxes 546,083 575,493 494,179 Repairs and maintenance 716,057 703,387 421,603 Utilities 460,305 498,909 487,086 Salaries and employee benefits 509,800 502,232 540,271 Management fees to related parties 292,361 269,439 254,764 Administrative 260,500 127,508 149,957 Insurance 151,849 163,071 162,676 Bad debts (227) 6,495 16,613 Other 11,418 5,964 -- ----------- ----------- ----------- Total expenses 5,147,909 4,997,157 4,686,009 ----------- ----------- ----------- NET INCOME $ 324,981 $ 151,515 $ 199,138 =========== =========== =========== NET INCOME ALLOCATED TO GENERAL PARTNER $ 16,249 $ 7,576 $ 9,957 =========== =========== =========== NET INCOME ALLOCATED TO LIMITED PARTNERS $ 308,732 $ 143,939 $ 189,181 =========== =========== =========== PER UNIT: NET INCOME $ 141.10 $ 65.76 $ 86.34 =========== =========== =========== See Notes to Financial Statements GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 324,981 $ 151,515 $ 199,138 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 960,367 911,261 886,031 Decrease (increase) in: Receivables and other assets 4,340 9,416 (9,542) Escrows 293,962 (243,562) (33,246) Increase (decrease) in: Accounts payable 28,647 2,271 (160,733) Security deposits 11,795 9,741 8,538 Accrued expenses (5,571) 22,810 (44,351) ----------- ----------- ----------- Net cash provided by operating activities 1,618,521 863,452 845,835 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (596,924) (771,276) (315,883) ----------- ----------- ----------- Net cash used by investing activities (596,924) (771,276) (315,883) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from mortgage notes and contracts for deed payable -- 5,600,000 257,700 Repurchase of limited partner units (8,530) -- (25,475) Distributions to partners (431,494) -- -- Payments on mortgages and contracts for deed (266,455) (5,777,861) (213,814) Payments for debt financing costs (13,485) (183,629) -- ----------- ----------- ----------- Net cash provided (used) by financing activities (719,964) (361,490) 18,411 ----------- ----------- ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 301,633 (269,314) 548,363 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 742,672 1,011,986 463,623 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS - END OF YEAR $ 1,044,305 $ 742,672 $ 1,011,986 =========== =========== =========== CASH PAID FOR INTEREST $ 1,234,866 $ 1,243,216 $ 1,272,477 =========== =========== ===========
See Notes to Financial Statements GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP CHANGES IN PARTNERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 GENERAL LIMITED PARTNER'S PARTNERS' EQUITY EQUITY (DEFICIT) (DEFICIT) TOTAL ----------- ----------- ----------- PARTNERS' DEFICIT DECEMBER 31, 1992 $ (534,125) $ (621,969) $(1,156,094) NET INCOME 9,957 189,181 199,138 REPURCHASE OF SEVEN UNITS -- (25,475) (25,475) ----------- ----------- ----------- PARTNERS' DEFICIT DECEMBER 31, 1993 (524,168) (458,263) (982,431) NET INCOME 7,576 143,939 151,515 ----------- ----------- ----------- PARTNERS' DEFICIT DECEMBER 31, 1994 (516,592) (314,324) (830,916) NET INCOME 16,249 308,732 324,981 REPURCHASE OF TWO UNITS -- (8,530) (8,530) DISTRIBUTIONS (21,575) (409,919) (431,494) ----------- ----------- ----------- PARTNERS DEFICIT DECEMBER 31, 1995 $ (521,918) $ (424,041) $ (945,959) =========== =========== =========== See Notes to Financial Statements GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995, 1994 AND 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Partnership - Griffin Real Estate Fund-II, A Limited Partnership (the Partnership), was organized on September 18, 1980 under the laws of the State of Minnesota. As of December 31, 1995 there are 2,200 limited partnership units authorized and 2,185 outstanding. Statements of Cash Flows - For the purpose of the statements of cash flows, the Partnership considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Cash equivalents of $1,044,305, and $742,672 at December 31, 1995 and 1994 respectively, consist of government money market portfolios with banks and are recorded at cost which approximates market value. The Partnership places its temporary cash investments with high credit quality financial institutions. At times such investments may be in excess of the FDIC insurance limit. Use of 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. Estimates also affect the reported amounts of revenue and expense during the reported period. Actual results could differ from those estimates. Financial Instruments The carrying amounts for all financial instruments approximates fair value. The carrying amounts for cash, receivables, accounts payable and accrued liabilities, and loans payable approximate fair value because of the short maturity of these instruments. The fair value of long-term debt approximates the current rates at which the Partnership could borrow funds with similar remaining maturities. Properties and Depreciation - Properties are stated at cost including capitalized acquisition fees and are depreciated using a straight-line method over the estimated useful lives of the related assets (buildings, 25 years; furnishings and equipment, 5 years). For income tax purposes, the Partnership depreciates the buildings over 15 to 19 years using the Accelerated Cost Recovery System. Building improvements made subsequent to January 1, 1987 are depreciated over 27.5 years using the Modified Cost Recovery System for tax purposes. Escrow Deposits - The escrow deposits consist of funds held for future payment of real estate taxes, insurance premiums and replacement reserves for major expenditures. Leases - Apartment leases are generally renewable on a six month to one year basis. Offering Costs - Expenses incurred in connection with the registration and offering of the partnership units syndication costs, including selling commissions and advertising, are recorded as a reduction of Partners' Equity. Such costs are not deductible for income tax purposes by the Partnership nor its partners. Debt Financing Costs - Costs incurred in connection with securing financing on Partnership properties have been capitalized and are being amortized on the straight-line basis over the remaining life of the related financing agreement. Income Taxes - The financial statements of the Partnership do not include a provision for income taxes as the income and losses of the Partnership are allocated to the individual partners for inclusion in their income tax returns. Net Income Per Limited Partnership Unit - The net income per limited partnership unit is computed by dividing the net income allocated to limited partners by the weighted average number of limited partnership units outstanding during the year. Recently Issued Accounting Standards The Financial Accounting Standards Board ("FASB") issued Statement No. 121 Accounting for the Impairment of Long Lived Assets, which requires the recognition of impairments on long lived assets in the Statements of Operations. This statement is effective for years beginning after December 15, 1995. This SFAS is not expected to have a material effect on the Partnership. 2. ORGANIZATION The Partnership was formed by the general partner, Investment Associates, a Minnesota general partnership, to acquire existing, income-producing real properties for rental purposes. Investment Associates is not required to make any capital contributions to the Partnership. The Limited Partnership Agreement and Certificate of Limited Partnership (Partnership Agreement) contains certain provisions, among others, described as follows: * The management and general responsibility of operating the Partnership business shall be vested exclusively in the general partner. * Profits, losses, and cash flow distributions, other than from refinancing or from the sale of Partnership properties, are allocated 95% to the limited partners and 5% to the general partner. * Net proceeds from refinancing or from the sale of property other than upon liquidation, less any necessary liability reserves or debt payments, will be distributed in the following order subject to the general partner receiving at least 1% of the distributions: ** First, to the limited partners to the extent that prior distributions are less than the original capital contribution plus 6% per annum (as defined in the Partnership Agreement); ** Second, any unpaid real estate commissions due to the general partner on the resale of the Partnership properties; ** Third, any remaining balance, 80% to the limited partners and 20% to the general partner. * The Partnership will terminate on December 31, 2021 or earlier upon the sale of substantially all of the properties or the occurrence of certain other events as stated in the Partnership Agreement. 3. MORTGAGE NOTES PAYABLE Mortgage notes payable consist of the following at December 31: 1995 1994 ---- ---- Mortgage note (Villas of Patricia Park), monthly installments of $20,717 including interest at 8.375% due August 2001; callable August 1998 $ 2,485,192 $ 2,523,888 Mortgage note (Candleridge) monthly installments of $23,917 including interest at 8.375% due August 2001; callable August 1998 2,869,029 2,913,700 Mortgage Note (Olde English Village) monthly installments of $47,909 including interest at 8.76% due June 30, 1997 5,474,346 5,565,082 Mortgage note (Lunnonhaus) monthly installments of $31,166 including interest at 7%, due June 2014 3,972,885 4,065,237 ----------- ----------- Total mortgage notes payable $14,801,452 $15,067,907 =========== =========== All property is pledged as collateral to the mortgage notes payable. Future principal maturities are as follows: 1996 $ 291,917 1997 5,576,778 1998 220,948 1999 238,500 2000 257,459 Later 8,215,850 --------- Total $14,801,452 On June 30, 1994, the Partnership refinanced the Olde English Village Mortgage Note. On June 15, 1995, the prepayment provision of the Candleridge Apartments contract for deed and the Villas of Patricia Park mortgage note were modified. Terms of these refinancings and prepayment provisions, as modified, are as follows: Candleridge Apartments: Prepayment of the note is subject to a prepayment premium ranging from 1% to 3% depending on the year of the loan in which it is prepaid. The prepayment premium does not apply if the lender calls the note. Villas of Patricia Park: Prepayment of the note is subject to a prepayment premium ranging from 1% to 3% depending upon the year of the loan in which it is prepaid. The prepayment premium does not apply if the lender calls the note. Olde English Village: Loan amount of $5,600,000 with monthly installments of $47,909 at December 31, 1995, including interest which is adjusted quarterly to 350 basis points above the Treasury yield, due June 30, 1997. The mortgage note carries an option to extend the maturity date for an additional term of 3 years to July 1, 2000. An extension would require an extension fee payment equal to 1/2 of 1% of the outstanding principal balance at the time of extension. The lender has the right to call the Candleridge and Villas of Patricia Park notes on August 31, 1998, with no prepayment premium. The lender has the right to call the Olde English Village note upon certain events. The Lunnonhaus mortgage is subject to The Department of Housing and Urban Development regulations. All of the above debt is non-recourse to the individual partners. 4. RELATED PARTY TRANSACTIONS The partners of Investment Associates, the general partner of the Partnership, are also owners and employees of Griffin Companies, a Minnesota corporation. Accounts payable - affiliates consists of unpaid management fees to and advances from Griffin Companies. The following is a summary of approximate fees incurred for the years ended December 31: 1995 1994 1993 ---- ---- ---- Property management fees $ 292,361 $ 269,439 $ 254,764 Major improvement supervisory fees 98,705 96,865 41,195 5. TAXABLE INCOME (LOSS) The net income shown on the financial statements is reconciled to the taxable income (loss) as follows: 1995 1994 1993 ---- ---- ---- Net income per financial statements $ 324,981 $ 151,515 $199,138 Excess of tax depreciation over book depreciation (211,027) (200,367) (194,170) Interest income for tax purposes in excess of (less than) interest for financial statements - (1,898) 2,828 Excess of tax mortgage insurance over financial statement mortgage insurance - (3,066) - Financial statement expense for real estate taxes less than deduction for tax purposes - - (581,220) Rental income for financial statements in excess of rental income for tax purposes (5,670) - - Rental income for tax purposes in excess of rental income for financial statements - 11,144 9,740 ------- -------- -------- Taxable income (loss) $ 108,284 $(42,672) $(563,684) ======= ======== ======== 6. PARTNERS' DEFICIT RECONCILIATION Reconciliation of financial statement deficit to tax return deficit is as follows: 1995 1994 1993 ---- ---- ---- Deficit per financial statements $ (945,959) $ (830,916) $ (982,431) Cumulative excess of tax depreciation over financial statement depreciation (7,703,316) (7,492,289) (7,291,922) Cumulative excess of tax interest income over financial statement interest income - - 1,898 Excess of financial statement mortgage insurance over tax mortgage insurance - - 3,066 Prepaid rent recognized as income for tax purposes 70,820 76,491 65,347 --------- ---------- ---------- Deficit per tax return $(8,578,455) $(8,246,714) $(8,204,042) =========== ========== =========== SCHEDULE III GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995
Costs Capitalized Initial Cost to Subsequent to Gross Amount at Which Carried Partnership (a) Acquisition at Close of Period (b) (c) --------------- ----------- -------------------------- Land/ Bldgs./ Bldgs. Bldgs. & Accum. Date of Date Description Encumbrances Land Improve Improve Land Improve Total Deprec. ,Construct. Acquired - ----------- ------------ ---- ------- ------- ---- ------- ----- ---------------------------- URBANDALE, IA Candleridge $ 2,869,029 $ 372,378 $ 3,580,857 $ 372,244 $ 372,378 $ 3,953,101 $ 4,325,479 $ 2,249,693 1979 12/30/81 Villas of Patricia Park 2,485,192 258,924 2,984,746 193,371 258,924 3,178,117 3,437,041 1,816,378 1979 12/30/81 GOLDEN, CO Lunnonhaus Village 3,972,885 714,045 8,049,914 1,058,299 714,045 9,108,213 9,822,258 4,824,691 1975 5/06/82 W. DES MOINES, IA Olde English Village 5,474,346 815,329 6,745,860 1,120,363 815,329 7,866,223 8,681,552 4,171,907 1972 8/31/82 ----------- ---------- ----------- ---------- ---------- ----------- ----------- ----------- TOTAL $14,801,452 $2,160,676 $21,361,377 $2,744,277 $2,160,676 $24,105,654 $26,266,330 $13,062,669 =========== ========== =========== ========== ========== =========== =========== ===========
GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995 (a) The cost to the Partnership represents the original purchase price of the properties. (b) The cost basis of real estate owned at December 31, 1995 is the same for financial statement purposes as it is for tax purposes, with the aggregate total being $26,266,330. 1993 1994 1995 ----------- ----------- -------- Balance at beginning of period $24,582,247 $24,898,130 $25,669,406 Additions during period - - Improvements 315,883 771,276 596,924 ----------- ----------- ----------- Balance at end of period $24,898,130 $25,669,406 $26,266,330 =========== =========== =========== (d) Reconciliation of accumulated depreciation: Balance at beginning of period $10,490,327 $11,330,522 $12,183,949 Depreciation expense for period 840,195 853,427 878,720 ----------- ----------- ----------- Balance at end of period $11,330,522 $12,183,949 $13,062,669 =========== =========== =========== Depreciation calculated on 5-27.5 year lives using the straight-line method on real property and accelerated for personal property. -----END PRIVACY-ENHANCED MESSAGE-----