10-K405 1 d95272e10-k405.txt FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K (Mark One) X Annual Report pursuant to Section 13 or 15(d) of the Securities ------- Exchange Act of 1934 For the Fiscal Year Ended DECEMBER 31, 2001 OR Transition report pursuant to Section 13 or 15(d) of the Securities ------- Exchange Act of 1934 For the transition period from ___________ to ___________ COMMISSION FILE NO. 0-17183 ---------- MURRAY INCOME PROPERTIES II, LTD. (Exact Name of Registrant as Specified in its Charter) TEXAS 75-2085586 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 13615 NEUTRON ROAD, DALLAS, TEXAS 752444-4411 (Address of principal executive offices) (Zip Code) (972) 991-9090 (Registrant's Telephone Number, Including Area Code) 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 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. [X] TABLE OF CONTENTS PART I
Page Item 1. Business 1 Item 2. Properties 2 Item 3. Legal Proceedings 2 Item 4. Submission of Matters to a Vote of Security Holders 2 PART II Item 5. Market for the Partnership's Limited Partnership Interests and Related Security Holder Matters 3 Item 6. Selected Financial Data 3 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9 Item 8. Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 23 PART III Item 10. Directors and Executive Officers of the Partnership 24 Item 11. Executive Compensation 25 Item 12. Security Ownership of Certain Beneficial Owners and Management 26 Item 13. Certain Relationships and Related Transactions 27 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 28 Signatures 35 Index to Exhibits 36
PART I ITEM 1. BUSINESS. General. Murray Income Properties II, Ltd. (the "Partnership") was formed December 23, 1985 under the Texas Uniform Limited Partnership Act to acquire recently constructed income-producing shopping centers located in growth markets. As of November 1989, the Partnership became governed by the Texas Revised Limited Partnership Act. The General Partners of the Partnership are Murray Realty Investors IX, Inc., a Texas corporation, and Crozier Partners IX, Ltd., a Texas limited partnership. In September 1986, the Partnership acquired a 15% interest in Tower Place Joint Venture, which owns Tower Place Festival Shopping Center ("Tower Place"). The remaining 85% interest in the joint venture is owned by Murray Income Properties I, Ltd. ("MIP I"), a publicly-registered real estate limited partnership, the general partners of which are affiliates of the General Partners. The Partnership also acquired Paddock Place Shopping Center ("Paddock Place") on December 17, 1986, Germantown Collection Shopping Center ("Germantown") on February 9, 1988, and 1202 Industrial Place (an office/warehouse facility) on February 26, 1988. All acquisitions were paid for in cash. Paddock Place, Germantown and 1202 Industrial Place were sold during 2000. For a more detailed description of the joint venture interest owned by the Partnership at December 31, 2001, see "Item 2. Properties". The Partnership is in competition for tenants for its remaining property with other real estate limited partnerships as well as with individuals, corporations, real estate investment trusts, pension funds and other entities engaged in the ownership and operation of retail real estate. When evaluating a particular location to lease, a tenant may consider many factors, including, but not limited to, space availability, rental rates, lease terms, access, parking, quality of construction and quality of management. While the General Partners believe that the Partnership's remaining property is generally competitive with other properties with regard to these factors, there can be no assurance that, in the view of a prospective tenant, other retail properties will not be more attractive. On March 10, 2000, in a special meeting of the Limited Partners, the Limited Partners approved the proposed sale of the Partnership's properties, including its interest in Tower Place Joint Venture, the subsequent dissolution and liquidation of the Partnership upon the sale of the Partnership's last property, and an amendment to the Partnership Agreement to permit the proposed asset sale, dissolution and liquidation on the terms set forth in a proxy statement mailed to the Limited Partners on or about January 14, 2000. As a result, the Partnership began marketing the properties for sale, sold Paddock Place, Germantown and 1202 Industrial Place during 2000, and continues to operate its interest in Tower Place Joint Venture until such time as the property is sold. If the Partnership is successful in selling its interest in Tower Place Joint Venture, the Partnership will be liquidated and dissolved as soon as practicable thereafter. Tower Place Festival Shopping Center. At December 31, 2001, Tower Place was 97% leased. One tenant, Bally Total Fitness, leases 22.3% of the total rentable space of the property and another, J&K Cafeterias, leases 10.5% of the total rentable space. The Bally lease expires on April 30, 2016 with the tenant having the option to extend the term of the lease for three successive terms of five years each. The J&K Cafeterias lease expires on April 30, 2004, and the tenant has the option to renew for two periods of five years each. At December 31, 2000, Tower Place was 93% leased. Tower Place is subject to competition from similar types of properties in the vicinity in which it is located. The following information on competitive properties in the vicinity of Tower Place has been obtained from sources believed reliable by the Partnership. The accuracy of this information was not independently verified by the Partnership. 1
Rentable Percent Leased at Property Square Feet December 31, 2001 -------- ----------- ----------------- 1 251,829 91% 2 132,647 97% 3 75,000 92%
On November 15, 2000, the Partnership sold Paddock Place, located in Nashville, Tennessee, for a sales price of $9,400,000 in cash. The Partnership recorded a gain on sale in the amount of $2,472,139 related to this sale. On December 1, 2000, the Partnership sold the 1202 Industrial Place office/warehouse facility, located in Grand Prairie, Texas, for a sales price of $4,800,000 in cash. The Partnership recorded a gain on sale in the amount of $1,716,867 related to this sale. On December 13, 2000, the Partnership sold Germantown, located in Germantown, Tennessee, for a sales price of $9,250,000 in cash. The Partnership recorded a gain on sale in the amount of $3,384,263 related to this sale. The Partnership is reimbursed for a portion of the costs of employees by MIP I. Please see "Item 11. Executive Compensation." For a definition of the terms used herein and elsewhere in this Form 10-K, see "Glossary" incorporated by reference herein as contained in the Prospectus dated February 20, 1986 filed as a part of Amendment No. 1 to Registrant's Form S-11 Registration Statement (File No. 33-2394), which Glossary is attached hereto as Exhibit 99a. ITEM 2. PROPERTIES. As of December 31, 2001, the Partnership owns a 15% interest in Tower Place Joint Venture which owns the property described below:
Location Description of Property -------- ----------------------- Pineville (Charlotte), Tower Place Festival Shopping Center North Carolina A 114,876 square foot shopping center situated on 10.777 acres. At December 31, 2001, Tower Place was 97% leased at an average annual lease rate of $14.32 per square foot. Lease rental rates range from $9.00 to $18.00 per square foot.
ITEM 3. LEGAL PROCEEDINGS. There are no material legal proceedings to which the General Partners or the Partnership is a party or to which any of the Partnership's properties are subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth quarter of the year covered by this report through the solicitation of proxies or otherwise. 2 PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER MATTERS. A public market for Interests does not exist and is not likely to develop. Consequently, a Limited Partner may not be able to liquidate his, her or its investment in the event of emergency or for any other reason, and Interests may not be readily accepted as collateral for a loan. Further, the transfer of Interests is subject to certain limitations. For a description of such limitations, see Article XIII of the Agreement of Limited Partnership as contained in the Prospectus dated February 20, 1986 filed as a part of Amendment No. 1 to Registrant's Form S-11 Registration Statement (File No. 33-2394), which provision is attached hereto as Exhibit 99b. At December 31, 2001, there were 2,088 record holders, owning an aggregate of 314,687 Interests. The Partnership made its initial Cash Distribution from Operations following the quarter ended November 30, 1986, the first complete quarter subsequent to the acceptance of subscriptions for the minimum number of Interests offered, and has continued to make distributions after each subsequent quarter. See "Item 6. Selected Financial Data" for the cash distributions per Limited Partnership Interest during the years ended December 31, 1997 through December 31, 2001. Of the $7.14 per Limited Partnership Interest distributed during 2001, $5.27 represents a distribution of net proceeds from sales, and $1.87 represents a distribution from operations. The Partnership intends to continue making Cash Distributions from Operations on a quarterly basis while it markets its remaining property for sale. ITEM 6. SELECTED FINANCIAL DATA.
Year Ended December 31, ------------------------------------------------------------------------ 2001 2000 1999 1998 1997 ------------ ------------ ------------ ------------ ------------ Income $ 563,427 $ 10,930,517 $ 3,237,453 $ 3,124,604 $ 2,927,389 Net Earnings 279,625 9,149,997 1,403,780 1,290,459 1,108,782 Basic earnings per Limited Partnership Interest* .80 27.52 4.32 3.97 3.40 Distributions per Limited Partnership Interest* 7.14 48.68 6.00 6.00 5.94 Total Assets at Year End $ 9,418,692 $ 11,765,930 $ 18,270,529 $ 18,748,341 $ 19,396,894
* Based on Limited Partnership Interests outstanding throughout the year and net earnings or distributions allocated to the Limited Partners. The above selected financial data should be read in conjunction with the financial statements and related notes appearing in Item 8 of this report. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Liquidity and Capital Resources On March 10, 2000, in a special meeting of the Limited Partners, the Limited Partners approved the proposed sale of the Partnership's properties, the subsequent dissolution and liquidation of the Partnership upon the sale of the Partnership's last property, and an amendment to the Partnership 3 Agreement to permit the proposed asset sale, dissolution and liquidation on the terms set forth in a proxy statement mailed to the Limited Partners on or about January 14, 2000. In April 2000, the Partnership's properties were put on the market and the General Partners began actively soliciting offers. In August 2000, a contract was signed for the sale of Paddock Place, in September 2000, a contract was signed for the sale of 1202 Industrial Place, and in October 2000, a contract was signed for the sale of Germantown. On November 15, 2000, the Partnership sold Paddock Place for a sales price of $9,400,000. After reductions for the collection of the straight line rent receivable of $45,237 and sales costs of $302,813, the sale resulted in net sales proceeds of $9,051,950. The Partnership recorded a gain on sale in the amount of $2,472,139 related to this sale. On December 1, 2000, the Partnership sold 1202 Industrial Place for a sales price of $4,800,000. After reduction for the collection of the straight line rent receivable of $290,445 and sales costs of $177,679, the sale resulted in net sales proceeds of $4,331,876. The Partnership recorded a gain on sale in the amount of $1,716,867 related to this sale. On December 13, 2000, the Partnership sold Germantown for a sales price of $9,250,000. After reduction for the collection of the straight line rent receivable of $46,419 and sales costs of $277,308, the sale resulted in net sales proceeds of $8,926,272. The Partnership recorded a gain on sale in the amount of $3,384,263 related to this sale. During the second quarter of 2001, two potential buyers entered into non-binding letters of intent to purchase Tower Place and one of these resulted in a signed contract. While the General Partners believed that these offers represented acceptable sales prices, the prospective purchasers decided to pursue other opportunities, and neither of the transactions closed. Management implemented a new marketing plan which included new marketing materials and targeted new prospective purchasers. Management did not receive any new offers until after the September 11th terrorist attacks on the United States. Between September 11 and September 25, 2001, the General Partners received five offers to purchase the shopping center. All of these offers were for significantly lower prices than the previous offers, and were for prices substantially lower than any prior year appraisals obtained from independent appraisal firms. Although it is impossible to predict future events, management believed that the terrorist attacks, coupled with an already softening economy, created uncertainty in the marketplace that adversely impacted the current real estate investment market. Management believes that these five offers, all received after September 11, reflect the desire of certain speculators to capitalize on the uncertainty in the market and to purchase real estate at below market prices. Therefore, management rejected the five offers and continued to aggressively market the property with the goal of achieving a fair price reflecting the property's tenant base and the location of the shopping center within the Charlotte metropolitan area. During the fourth quarter of 2001, an offer to purchase Tower Place was received at a price the General Partners deemed acceptable, and on October 31, 2001, the Tower Place Joint Venture entered into a non-binding letter of intent to sell Tower Place. A formal definitive purchase agreement was negotiated and executed, effective January 2, 2002. A number of contingencies must be satisfied before the property is sold. There can be no assurance that Tower Place will be sold at all or under the terms contained in this purchase agreement. If the Partnership is successful in selling its interest in Tower Place Joint Venture, the Partnership will be liquidated and dissolved as soon as practicable. Effective March 10, 2000, the Partnership's properties were reported as properties held for sale at the lower of carrying value or fair value less estimated cost to sell. Management of the Partnership expected no loss to result from the sale of properties, and no adjustment was made to account for the reclassification to properties held for sale. 4 As of December 31, 2001, the Partnership had cash and cash equivalents of $8,052,680, which included $8,019,774 invested in money market instruments. Such amounts represent cash generated from operations, sales of properties held for sale, and working capital reserves. The decrease in cash and cash equivalents from December 31, 2000 to December 31, 2001 is primarily due to the distribution of net proceeds from the sales of properties held for sale. As of December 31, 2001, the Partnership's only significant asset, other than cash, is its 15% interest in Tower Place Joint Venture, accounted for on the equity method. During the year ended December 31, 2001, the Partnership made Cash Distributions from Operations totaling $654,628 and Cash Distributions from Sales or Refinancings totaling $1,675,152. Subsequent to December 31, 2001, the Partnership made a Cash Distribution from Operations of $48,166 which related to the three months ended December 31, 2001. The funds distributed were derived from the net cash flow generated from operations of the Partnership's interest in Tower Place Joint Venture and from interest earned, net of administrative expenses, on funds invested in short term money market instruments. Future liquidity is currently expected to result from cash generated from the operations of the Partnership's interest in Tower Place Joint Venture (which could be affected negatively in the event of weakened occupancies and/or rental rates), interest earned on funds invested in short term money market instruments and ultimately through the sale of the Partnership's interest in Tower Place Joint Venture. Results of Operations Rental income decreased $2,888,875 (99%) for the year ended December 31, 2001 as compared to the year ended December 31, 2000, because the Partnership sold its three properties during the year ended December 31, 2000. The small amount of rental income collected during the year ended December 31, 2001 related to percentage rent received from two tenants attributable to the period during 2000 prior to the property sales. Rental income decreased $105,668 (3%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999. The following information details the rental income generated, bad debt expense incurred, and average occupancy for the years ended December 31, 2001, 2000 and 1999, respectively, for each of the Partnership's former properties.
For the years ended December 31, ------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ Paddock Place Shopping Center Rental income $ 26,436 $ 1,141,900 $ 1,183,885 Bad debt expense -0- -0- 5,476 Average occupancy -- 96% 91% Germantown Collection Shopping Center Rental income $ 5,548 $ 1,135,686 $ 1,130,922 Bad debt expense -0- -0- -0- Average occupancy -- 100% 100% 1202 Industrial Place Rental income $ -0- $ 643,273 $ 711,720 Bad debt expense -0- -0- -0- Average occupancy -- 100% 100%
5 Rental income at Paddock Place in Nashville, Tennessee received during the year ended December 31, 2001 was percentage rent received from J. Alexander's Restaurant. Rental income at Paddock Place decreased $41,985 (4%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999. During the Partnership's ownership of Paddock Place during 2000, rental income increased, primarily because of higher occupancy. The property was sold on November 15, 2000 thereby reducing the overall income received versus the year ended December 31, 1999. Rental income at Germantown in Germantown (Memphis), Tennessee was percentage rent received from Chili's Restaurant. Rental income at Germantown increased $4,764, (less than 1%), for the year ended December 31, 2000 as compared to the year ended December 31, 1999. During the Partnership's ownership of Germantown during 2000, rental income increased, primarily due to higher rental rates and increases in tenant reimbursements for real estate taxes. The property was sold on December 13, 2000, and, despite being owned by the Partnership for only 11 1/2 months during 2000, still generated higher rental income than for all of the year ended December 31, 1999. There was no rental income from 1202 Industrial Place in Grand Prairie (Dallas), Texas for the year ended December 31, 2001 since the property was sold during the year ended December 31, 2000. Rental income at 1202 Industrial Place decreased $68,447 (10%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999. During the Partnership's ownership of 1202 Industrial Place during 2000, rental income decreased primarily due to a decrease in tenant reimbursements for common area maintenance costs and insurance costs. The property was sold on December 1, 2000, resulting in the overall decrease in rental income received versus the year ended December 31, 1999. "Equity in earnings of joint venture" represents the Partnership's 15% interest in the earnings of Tower Place Joint Venture. Rental income at Tower Place increased $430,988 (36%) for the year ended December 31, 2001 as compared to the year ended December 31, 2000, primarily due to higher occupancy. Rental income at Tower Place in Pineville (Charlotte), N.C. decreased $603,472 (33%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999, primarily due to lower occupancy and lower tenant reimbursements for common area maintenance costs, real estate taxes and insurance costs. General Cinema, which occupied 28% of the total leaseable space at Tower Place, terminated its lease on February 14, 2000, after payment of approximately $2,200,000 as consideration for the termination of its lease, which resulted in a gain of $898,562. Pursuant to a new lease with Bally Total Fitness Corporation signed on February 14, 2000, a new Bally Total Fitness facility was constructed on the site previously occupied by the theater. Bally began paying rent in April 2001, and opened for business on April 27, 2001. In addition to the Bally Total Fitness facility, approximately 6,500 square feet of new retail space was constructed on the site previously occupied by the theater. Tower Place's total operating expenses increased $23,062 (7%) in 2001 compared to 2000, with higher amortization of deferred leasing costs, property management fees and repair and maintenance costs partially offset by lower utilities, legal costs and leasing and promotion costs. Tower Place's total operating expenses decreased $56,280 (12%) in 2000 compared to 1999, with decreases in repair and maintenance costs, landscaping costs, property management fees and amortization of deferred leasing costs partially offset by higher legal expenses and leasing and promotion costs. The following information details the rental income generated, bad debt expense incurred, and average occupancy for the years ended December 31, 2001, 2000 and 1999: 6
For the years ended December 31, -------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ Tower Place Shopping Center Rental income $ 1,631,105 $ 1,200,117 $ 1,803,589 Gain on termination of lease -0- 898,562 -0- Bad debt expense -0- 6,587 8,799 Average occupancy 94% 78% 95%
The Partnership's share of income from the joint venture decreased $78,013 (29%) for the year ended December 31, 2001 as compared to the year ended December 31, 2000 for the reasons stated above. The Partnership's share of income, excluding the gain on termination of lease, increased $56,771 for the year ended December 31, 2001 as compared to the year ended December 31, 2000. The Partnership's share of income from the joint venture increased $129,278 (94%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999 for the reasons stated above. Tower Place averaged 94% occupancy for the year ended December 31, 2001, a 16% increase over the previous year. Two new leases totaling 2,170 square feet were signed and the tenants took occupancy during the first quarter. Bally Total Fitness, who occupies 25,637 square feet, opened for business on April 27, 2001. In May 2001, a tenant who occupied 2,100 square feet vacated its space upon expiration of its lease. This space was subsequently leased to a new tenant who took occupancy in August. A tenant who signed a lease for 1,512 square feet took occupancy in June. A restaurant which occupied 2,310 square feet vacated its premises during the second quarter, but the space was leased to a new operator who re-opened in July. In conjunction with the construction of the Bally space, an additional 6,470 square feet was built and became available for lease in May. In July, 2,974 square feet of this new space was combined with 2,660 square feet of existing vacant space and leased to a new tenant who took occupancy in October. During the year, three tenants totaling 6,661 square feet renewed their leases for three years. During the third quarter, asphalt repairs were completed and the parking lot was re-striped. Also, the pylon sign at the entrance to the shopping center was refurbished. At December 31, 2001, Tower Place was 97% leased. Prior to March 10, 2000, depreciation was provided over the estimated useful lives of the respective assets using the straight line method. The estimated useful lives of the buildings and improvements ranged from three to twenty-five years. No depreciation was provided on properties held for sale after March 10, 2000, the date on which the Partnership changed the classification of its properties to properties held for sale. Property operating expenses consisted primarily of utility costs, repair and maintenance costs, leasing and promotion costs, real estate taxes, insurance and property management fees. Total property operating expenses decreased substantially for the year ended December 31, 2001 as compared to the year ended December 31, 2000, because the Partnership's directly owned properties were sold during the year ended December 31, 2000. The small amount of expenses reported during the year ended December 31, 2001, related to utility charges and service contract costs received after the close of the prior year end. Total property operating expenses decreased $33,888 (4%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999 primarily due to the sale during the fourth quarter of 2000 of the three properties owned directly by the Partnership. During the Partnership's ownership of Paddock Place during 2000, property operating expenses increased, with increases in repair and maintenance costs and security service costs being offset by lower utilities and legal expenses. Paddock Place was sold on November 15, 2000. During the Partnership's ownership of Germantown during 2000, property operating expenses decreased primarily due to lower repair and maintenance costs. Germantown was sold on December 13, 2000. During the Partnership's ownership of 1202 Industrial Place during 2000, property operating expenses decreased, with lower repair and maintenance costs partially offset by higher real estate taxes. 1202 Industrial Place was sold on December 1, 2000. 7 General and administrative expenses incurred are related to legal and accounting costs, rent, investor services costs, salaries and benefits and various other costs required for the administration of the Partnership, after reimbursements of shared direct operating costs by Murray Income Properties I, Ltd. ("MIP I"). The Partnership and MIP I entered into the sharing arrangement relating to shared operating costs in 1990 in conjunction with the changeover to self management. The cost sharing arrangement was based upon the amount of capital raised by each partnership, the number of investors, the nature and value of their respective properties, the time and responsibility involved in supervising the on-site property managers and other factors. It was agreed at that time that if there was a significant change in the business, affairs or operations of either partnership, then the two partnerships would agree to a change in the percentage allocated to the two partnerships in a manner that the respective General Partners believe is fair, just and equitable to each partnership. From 1990 through 2000, this original sharing ratio was consistently applied. Furthermore, because both partnerships were active in 2000 and 2001 with sales activity ongoing, no change was made in the sharing ratio through June of 2001. At July 1, 2001, the only remaining property owned was Tower Place Festival, which is owned in a joint venture (Tower Place Joint Venture) owned 15% by the Partnership and 85% by MIP I. Therefore, the General Partners of the Partnership and MIP I decided to re-evaluate the expense sharing relationship for shared expenses. Based on a review of the remaining outstanding capital (net of retained net sale proceeds to be distributed prior to liquidation) and the other factors described above, the General Partners of the Partnership and MIP I changed the cost sharing arrangement for common expenses as follows. The cost of the asset manager will be shared 15% by the Partnership and 85% by MIP I, effective May 1, 2001, since the only property owned by either partnership was Tower Place Festival. All other shared costs will be shared in the ratio of 33% by the Partnership and 67% by MIP I, effective July 1, 2001. There will be no change in the partnerships' sharing of any severance benefits paid (53% by the Partnership and 47% by MIP I), since these costs are in recognition of the employees' service to the partnerships during the life of the respective partnerships. Amounts reimbursed to the Partnership by MIP I for the years ended December 31, 2001, 2000 and 1999 totaled $285,638, $215,613 and $198,276, respectively. General and administrative expenses decreased $345,321 (55%) for the year ended December 31, 2001 as compared to the year ended December 31, 2000 primarily due to the decrease in the percentage of shared costs described above, along with decreases in accrued severance benefits, travel costs, office rent and telephone costs partially offset by increases in accounting and legal fees. General and administrative expenses increased $310,772 (98%) for the year ended December 31, 2000 as compared to the year ended December 31, 1999. During 2000, the Partnership accrued $265,000 related to severance benefits to be paid to Partnership employees once their services are no longer required. Also, investor services costs and telephone costs increased due to marketing efforts to sell the Partnership's properties and costs associated with the distribution of a portion of the net sales proceeds from the sale of the three properties directly owned by the Partnership. Also, general and administrative expenses for the year ended December 31, 2000 included $15,329 in franchise tax due to the State of Tennessee pursuant to a state law that became applicable to the Partnership on January 1, 2000. In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144), establishing financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions of SFAS 144 are effective for fiscal years beginning after December 15, 2001. The implementation of SFAS 144 on January 1, 2002 had no effect on the Partnership's financial position or results of operations. The effect of inflation on results of operations for the years ended December 31, 2001, 2000 and 1999 was not significant. 8 Words or phrases when used in the Form 10-K or other filings with the Securities and Exchange Commission, such as "does not believe" and "believes" or similar expressions, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. It is our opinion that we fully disclose our significant accounting policies in the Notes to the Financial Statements. Consistent with our disclosure policies we include the following discussion related to what we believe to be our most critical accounting policies that require our most difficult, subjective or complex judgment: Revenue Recognition - Equity in the earnings of the Tower Place Joint Venture ("TPJV") is the primary source of income for the Partnership. This income is derived from the Partnership's 15% interest in TPJV. As such, certain accounting policies that significantly impact the results of TPJV are deemed critical to the earnings of the Partnership. This includes the recognition of rental income and the potential recognition of impairment in the carrying value of TPJV's property. The rental income of TPJV based on leases with scheduled rent increases is recognized using the straight-line method over the term of the lease. The carrying value of the property owned by TPJV is accounted for in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of which has been superceded by SFAS 144 effective January 1, 2002 (see above). SFAS 121 makes a distinction between real estate that is held for use and real estate that is held for sale. At December 31, 2001, the property owned by TPJV is held for sale. Accordingly, this investment is carried at the lower of the carrying value or fair value of the property. Depreciation and amortization has been suspended on the property since March 10, 2000, which is the date the property's classification was changed to held for sale. Management is required to make subjective assessments as to whether there is impairment in the value of the property. These assessments potentially have a direct impact on net earnings as any impairment results in taking an immediate loss as of the date the impairment occurs. Such a loss would reduce the amount of income recorded as equity earnings of joint venture. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. The Partnership's financial instruments consist of cash and cash equivalents and accounts payable. The carrying amount of these instruments approximate fair value due to the short-term nature of these instruments. Therefore, the Partnership believes it is relatively unaffected by interest rate changes or other market risks except for the potential increase or decrease in interest income from its funds invested in short-term money market funds. 9 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The following financial statements are filed as part of this report:
Page Number ------ Independent Auditors' Report 11 Balance Sheets - December 31, 2001 and 2000 12 Statements of Earnings - Years ended December 31, 2001, 2000, and 1999 13 Statements of Changes in Partners' Equity -Years ended December 31, 2001, 2000, and 1999 14 Statements of Cash Flows - Years ended December 31, 2001, 2000, and 1999 15 Notes to Financial Statements 16-22
10 INDEPENDENT AUDITORS' REPORT The Partners Murray Income Properties II, Ltd.: We have audited the accompanying balance sheets of Murray Income Properties II, Ltd. (a limited partnership) as of December 31, 2001 and 2000, and the related statements of earnings, changes in partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit 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 Murray Income Properties II, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Dallas, Texas February 27, 2002 11 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 2001 AND 2000
2001 2000 ------------ ------------ ASSETS Investment in joint venture, at equity (note 4) $ 1,365,351 $ 1,362,094 Cash and cash equivalents 8,052,680 10,290,961 Accounts receivable -0- 78,663 Other assets, at cost 661 34,212 ------------ ------------ $ 9,418,692 $ 11,765,930 ============ ============ LIABILITIES AND PARTNERS' EQUITY Accounts payable $ 5,648 $ 19,385 State excise tax payable and other liabilities 239,000 522,346 ------------ ------------ Total liabilities 244,648 541,731 ------------ ------------ Partners' equity: General Partners: Capital contributions 1,000 1,000 Cumulative net earnings 1,207,148 1,179,186 Cumulative cash distributions (1,173,900) (1,091,686) ------------ ------------ 34,248 88,500 ------------ ------------ Limited Partners (314,687 Interests) (note 2): Capital contributions, net of offering costs 27,029,395 27,029,395 Cumulative net earnings 23,414,729 23,163,066 Cumulative cash distributions (41,304,328) (39,056,762) ------------ ------------ 9,139,796 11,135,699 ------------ ------------ Total partners' equity 9,174,044 11,224,199 ------------ ------------ $ 9,418,692 $ 11,765,930 ============ ============
See accompanying notes to financial statements. 12 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) STATEMENTS OF EARNINGS
Years Ended December 31, ------------------------------------------ 2001 2000 1999 ------------ ------------ ------------ INCOME: Rental (note 3) $ 31,984 $ 2,920,859 $ 3,026,527 Interest 342,186 169,119 72,934 Equity in earnings of joint venture (note 4) 189,257 267,270 137,992 Gain on sales of properties (note 3) -0- 7,573,269 -0- ------------ ------------ ------------ 563,427 10,930,517 3,237,453 ------------ ------------ ------------ EXPENSES: Depreciation -0- 125,265 721,179 Property operating (note 5) 1,936 756,715 790,603 General and administrative (note 8) 281,866 627,187 316,415 Bad debts -0- ___-0- 5,476 ------------ ------------ ------------ 283,802 1,509,167 1,833,673 ------------ ------------ ------------ Earnings before state excise taxes 279,625 9,421,350 1,403,780 State excise taxes (note 1) -0- 271,353 -0- ------------ ------------ ------------ Net earnings $ 279,625 $ 9,149,997 $ 1,403,780 ============ ============ ============ Net earnings allocated to Limited Partners 251,663 8,660,052 1,359,874 ============ ============ ============ Basic earnings per limited partnership interest $ .80 $ 27.52 $ 4.32 ============ ============ ============
See accompanying notes to financial statements. 13 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) STATEMENTS OF CHANGES IN PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
General Limited Partners Partners Total ------------ ------------ ------------ YEAR ENDED DECEMBER 31, 1999: Balance at December 31, 1998 $ 622 $ 18,322,856 $ 18,323,478 Net earnings 43,906 1,359,874 1,403,780 Cash distributions ($6.00 per limited partnership interest) (38,533) (1,888,120) (1,926,653) ------------ ------------ ------------ Balance at December 31, 1999 $ 5,995 $ 17,794,610 $ 17,800,605 ------------ ------------ ------------ YEAR ENDED DECEMBER 31, 2000: Net earnings 489,945 8,660,052 9,149,997 Cash distributions ($48.68 per limited partnership interest including $40.73 in distributions of net sales proceeds) (407,440) (15,318,963) (15,726,403) ------------ ------------ ------------ Balance at December 31, 2000 $ 88,500 $ 11,135,699 $ 11,224,199 ------------ ------------ ------------ YEAR ENDED DECEMBER 31, 2001: Net earnings 27,962 251,663 279,625 Cash distributions ($7.14 per limited partnership interest including $5.27 in distributions of net sales proceeds) (82,214) (2,247,566) (2,329,780) ------------ ------------ ------------ Balance at December 31, 2001 $ 34,248 $ 9,139,796 $ 9,174,044 ============ ============ ============
See accompanying notes to financial statements. 14 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS
Years ended December 31, ------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ Cash flows from operating activities: Net earnings $ 279,625 $ 9,149,997 $ 1,403,780 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Bad debts, net -0- -0- 5,476 Depreciation 0- 125,265 721,179 Equity in earnings of joint venture (189,257) (267,270) (137,992) Amortization of other assets -0- 69,061 77,308 Amortization of deferred income -0- (12,996) (6,498) Gain on sales of properties held for sale -0- (7,573,269) -0- Change in assets and liabilities: Accounts receivable 78,663 436,683 (67,152) Other assets 33,551 80,875 (152,457) Accounts payable (13,737) 381 (289) Accrued property taxes, security deposits state excise taxes, other liabilities and deferred income (283,346) 84,422 51,848 ------------ ------------ ------------ Net cash provided by (used in) operating activities (94,501) 2,093,149 1,895,203 ------------ ------------ ------------ Cash flows from investing activities: Net proceeds from sales of properties -0- 22,310,098 -0- Additions to properties held for sale -0- (33,523) (28,583) Purchases of certificates of deposit -0- (198,000) (993,972) Proceeds from redemptions of certificates of deposit -0- 793,986 994,986 Distributions from joint venture 186,000 441,750 221,700 Capital contribution to joint venture -0- (298,772) -0- ------------ ------------ ------------ Net cash provided by investing activities 186,000 23,015,539 194,131 ------------ ------------ ------------ Cash flows from financing activities - cash distributions (2,329,780) (15,726,403) (1,926,653) ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents (2,238,281) 9,382,285 162,681 Cash and cash equivalents at beginning of year 10,290,961 908,676 745,995 ------------ ------------ ------------ Cash and cash equivalents at end of year $ 8,052,680 $ 10,290,961 $ 908,676 ============ ============ ============ Cash paid for state excise and franchise taxes $ 256,682 $ 30,000 $ -0- ============ ============ ============
See accompanying notes to financial statements. 15 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2001, 2000 AND 1999 1. ORGANIZATION AND BASIS OF ACCOUNTING The Partnership was formed December 23, 1985 by filing a Certificate and Agreement of Limited Partnership with the Secretary of State of the State of Texas. The Partnership Agreement authorized the issuance of up to 500,000 limited partnership interests at a price of $100 each, of which 314,687 limited partnership interests were issued. Proceeds from the sale of limited partnership interests, net of related selling commissions, dealer-manager fees and other offering costs, were recorded as contributed capital. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. On March 10, 2000, in a special meeting of the Limited Partners, the Limited Partners approved the proposed sale of the Partnership's properties, including its interest in Tower Place Joint Venture, the subsequent dissolution and liquidation of the Partnership upon the sale of the Partnership's last property, and an amendment to the Partnership Agreement to permit the proposed asset sale, dissolution and liquidation on the terms set forth in a proxy statement mailed to the Limited Partners on or about January 14, 2000. As a result, the Partnership began marketing the properties for sale, sold three properties, and continues to own its interest in Tower Place Joint Venture until it is sold. If the Partnership is successful in selling its interest in Tower Place Joint Venture, the Partnership will be liquidated and dissolved. Effective March 10, 2000, the Partnership's properties were reported as properties held for sale at the lower of carrying value or fair value less estimated cost to sell. Management of the Partnership expected no loss to result from the sale of its properties, and no adjustment was made to account for the reclassification to properties held for sale. Prior to March 10, 2000, depreciation was provided over the estimated useful lives of the respective assets using the straight line method. The estimated useful lives of the buildings and improvements range from three to twenty-five years. No depreciation was provided on properties held for sale after March 10, 2000, the date on which the Partnership changed the classification of its properties to properties held for sale. No provision for income taxes has been made as the liabilities for such taxes are those of the individual Partners rather than the Partnership. The Partnership files its tax return on the accrual basis used for Federal income tax purposes. The Partnership owned, operated and sold during 2000 two shopping centers (Germantown and Paddock Place) located in the state of Tennessee. In 1999, Tennessee passed the "Tax Revision and Reform Act of 1999" that imposes state taxes on limited partnerships doing business within the state. This law was applicable to the Partnership effective January 1, 2000. For the year ended December 31, 2000, the Partnership recorded state excise tax to the State of Tennessee in the amount of $271,353 and state franchise tax to the State of Tennessee in the amount of $15,329. In the accompanying balance sheet at December 31, 2000, other liabilities include $256,682 in state excise/franchise tax payable to the State of Tennessee. Because both Continued 16 MURRAY INCOME PROPERTIES II LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS Tennessee shopping centers were sold during the year ended December 31, 2000, the Partnership no longer has operations or assets in that state as of the end of 2000. Therefore, no future state excise/franchise taxes will be due or payable to the State of Tennessee. Basic earnings and cash distributions per Limited Partnership Interest are based upon the Limited Partnership Interests outstanding during the year and the net earnings and cash distributions allocated to the Limited Partners in accordance with the Partnership Agreement, as amended. Basic earnings per Limited Partnership Interest is based on year-end partnership interests outstanding as there has been no change in partnership interests in any period included in these financial statements. There are no dilutive potential partnership interests and, therefore, there is no difference in basic earnings per Limited Partner Interest and diluted earnings per Limited Partner Interests. The following schedule reflects the effect of the special allocation of income, expenses, depreciation and gain on sales of properties among the limited partners. There are 178,091 units designated as taxable units and 136,596 units designated as nontaxable units, as such terms are defined in the Partnership Agreement. The designation was made at the time of the original issuance of the limited partner units.
Taxable Limited Nontaxable Limited Total Limited Partner Units Partner Units Partner Units --------------- ------------------ -------------- LIMITED PARTNERS' EQUITY: YEAR ENDED DECEMBER 31, 1999: Balance at December 31, 1998 $ 6,327,541 $ 11,995,315 $ 18,322,856 Net earnings 426,021 933,853 1,359,874 Cash distributions ($6.00 per limited partnership interest) (1,068,545) (819,575) (1,888,120) -------------- -------------- -------------- Balance at December 31, 1999 $ 5,685,017 $ 12,109,593 $ 17,794,610 ============== ============== ============== Earnings per Limited Partnership Unit $ 2.39 $ 6.84 $ 4.32 ============== ============== ============== YEAR ENDED DECEMBER 31, 2000: Net earnings $ 7,991,044 $ 669,008 $ 8,660,052 Cash distributions ($48.68 per limited partnership interest including $40.73 in distributions of net sales proceeds) (8,669,470) (6,649,493) (15,318,963) -------------- -------------- -------------- Balance at December 31, 2000 $ 5,006,591 $ 6,129,108 $ 11,135,699 ============== ============== ============== Earnings per Limited Partnership Unit $ 44.87 $ 4.90 $ 27.52 ============== ============== ============== YEAR ENDED DECEMBER 31, 2001: Net earnings (loss) $ 142,424 $ 109,239 $ 251,663 Cash distributions ($7.14 per limited partnership interest including $5.27 in distributions of net sales proceeds) (1,271,966) (975,600) (2,247,566) -------------- -------------- -------------- Balance at December 31, 2001 $ 3,877,049 $ 5,262,747 $ 9,139,796 ============== ============== ============== Earnings per Limited Partnership Unit $ .80 $ .80 $ .80 ============== ============== ==============
Continued 17 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS The following information relates to estimated fair values of the Partnership's financial instruments as of December 31, 2001 and 2000. For cash and cash equivalents, accounts receivable and accounts payable the carrying amounts approximated fair value because of the short maturity of these instruments. 2. PARTNERSHIP AGREEMENT Pursuant to the terms of the Partnership Agreement, Cash Distributions from Operations ("Operating Distributions") are allocated and paid 7% to the Non-corporate General Partner, 3% to the Corporate General Partner and 90% to the Limited Partners. An amount equal to 5% of Operating Distributions out of the 7% allocated to the Non-corporate General Partner and the entire amount of Operating Distributions allocated to the Corporate General Partner is subordinated to the prior receipt by the Limited Partners of a non-cumulative 7% annual return from either Operating Distributions or Cash Distributions from Sales or Refinancings. Net profits or losses, excluding depreciation and gain or loss from sales or refinancing, are allocated to the General Partners and Limited Partners in the same proportions as the Operating Distributions for the year. All depreciation is allocated to those Limited Partners subject to Federal income taxes. Cash Distributions from the sale or refinancing of a property are allocated as follows: (a) First, all Cash Distributions from Sales or Refinancings shall be allocated 99% to the Limited Partners and 1% to the Non-corporate General Partner until the Limited Partners have been returned their Original Invested Capital from Cash Distributions from Sales or Refinancings, plus their Preferred Return from Cash Distributions from Operations or Cash Distributions from Sales or Refinancings. (b) Next, all Cash Distributions from Sales or Refinancings shall be allocated 99% to the General Partners and 1% to the Non-corporate General Partner in an amount equal to any unpaid Cash Distributions from Operations subordinated to the Limited Partners' 7% non-cumulative annual return. Such 99% shall be allocated 62 1/2% to the Non-corporate General Partner and 37 1/2% to the Corporate General Partner. (c) Next, all Cash Distributions from Sales or Refinancings shall be allocated 1% to the Non-corporate General Partner and 99% to the Limited Partners and the General Partners. Such 99% will be allocated 85% to the Limited Partners and 15% to the General Partners. Such 15% shall be allocated 62 1/2% to the Non-corporate General Partner and 37 1/2% to the Corporate General Partner. (d) Upon the sale of the last property owned by the Partnership, Cash Distributions from Sales or Refinancings shall be allocated and paid to the Partners in an amount equal to, and in proportion with, their existing capital account balances. Such distributions shall be made only after distribution of all Cash Distributions from Operations and only after all allocations of Partnership income, gain, loss, deduction and credit (including net gain from the sale or other disposition of the properties) have been closed to the Partners' respective capital accounts. Continued 18 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 3. PROPERTIES HELD FOR SALE On November 15, 2000, the Partnership sold Paddock Place Shopping Center, located in Nashville, Tennessee, for a sales price of $9,400,000. After reductions for the collection of the straight line rent receivable of $45,237 and sales costs of $302,813, the sale resulted in net sales proceeds of $9,051,950. The Partnership recorded a gain on sale in the amount of $2,472,139 related to this sale. On December 1, 2000, the Partnership sold 1202 Industrial Place (an office/warehouse facility), located in Grand Prairie, Texas, for a sales price of $4,800,000. After reductions for the collection of the straight line rent receivable of $290,445 and sales costs of $177,679, the sale resulted in net sales proceeds of $4,331,876. The Partnership recorded a gain on sale in the amount of $1,716,867 related to this sale. On December 13, 2000, the Partnership sold Germantown Collection Shopping Center, located in Germantown (Memphis), Tennessee, for a sales price of $9,250,000. After reductions for the collection of the straight line rent receivable of $46,419 and sales costs of $277,308, the sale resulted in net sales proceeds of $8,926,272. The Partnership recorded a gain on sale in the amount of $3,384,263 related to this sale. Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information", established standards for the way that public business enterprises report information about operating segments in audited financial statements, as well as related disclosures about products and services, geographic areas, and major customers. The Partnership defined each of its shopping centers and its warehouse as operating segments; however, management determined that all of its properties had similar economic characteristics and also met the other criteria which permitted the properties to be aggregated into one reportable segment. Management of the Partnership has made decisions about resource allocation and performance assessment based on the same financial information presented throughout these financial statements. Rental income includes $564,502 and $572,487 in 2000 and 1999, respectively, related to reimbursements from tenants for common area maintenance costs, real estate taxes and insurance costs. 4. INVESTMENT IN JOINT VENTURE The Partnership owns a 15% interest in Tower Place Joint Venture, a joint venture that owns and operates Tower Place located in Pineville (Charlotte), North Carolina. The Partnership accounts for the joint venture using the equity method. The remaining 85% interest in the joint venture is owned by MIP I. The Tower Place Joint Venture Agreement provides that the Partnership will share profits, losses, and cash distributions according to the Partnership's 15% ownership interest in the joint venture. Continued 19 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS Summarized financial information for the joint venture is as follows:
December 31, --------------------------- 2001 2000 ------------ ------------ Total assets, principally property held for sale $ 9,314,484 $ 9,329,594 ============ ============ Total liabilities 212,145 248,968 Venturers' capital 9,102,339 9,080,626 ------------ ------------ $ 9,314,484 $ 9,329,594 ============ ============
Years ended December 31, ------------------------------------------ 2001 2000 1999 ------------ ------------ ------------ Income $ 1,662,524 $ 2,232,932 $ 1,826,369 Expenses 400,812 451,134 906,422 ------------ ------------ ------------ Net earnings $ 1,261,712 $ 1,781,798 $ 919,947 ============ ============ ============
In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144), establishing financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions of SFAS 144 are effective for fiscal years beginning after December 15, 2001. The implementation of SFAS 144 on January 1, 2002 had no effect on the Partnership's financial position or results of operations. 5. TRANSACTIONS WITH AFFILIATES Murray Realty Investors IX, Inc. ("MRI IX"), the Corporate General Partner, entered into a property management agreement with the Partnership for the management of 1202 Industrial Place, effective January 1, 1996. Pursuant to this agreement, MRI IX earned property management fees in the amount of $17,024 and $18,792 during the years ended December 31, 2000 and 1999, respectively. Also see note 8. Continued 20 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 6. RECONCILIATION OF FINANCIAL STATEMENT NET EARNINGS AND PARTNERS' EQUITY TO FEDERAL INCOME TAX BASIS NET EARNINGS AND PARTNERS' EQUITY Reconciliation of financial statement net earnings to Federal income tax basis net earnings is as follows:
Years Ended December 31, -------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ Net earnings - financial statement basis $ 279,625 $ 9,149,997 $ 1,403,780 ------------ ------------ ------------ Financial statement basis depreciation/amortization over (under) tax basis depreciation/amortization (2,622) (395,978) 115,172 Financial statement basis joint venture earnings under (over) tax basis joint venture earnings (60,953) 150,880 16,370 Tax basis rental income over (under) financial statement basis rental income 63 (111,862) (71,300) Financial statement basis general and administrative expenses over (under) tax basis general and administrative expenses (26,000) 265,000 -0- Financial statement basis gain on sale of property over tax basis gain on sale of properties -0- (869,495) -0- ------------ ------------ ------------ Sub-total (89,512) (961,455) 60,242 ------------ ------------ ------------ Net earnings - Federal income tax basis $ 190,113 $ 8,188,542 $ 1,464,022 ============ ============ ============
Reconciliation of financial statement partners' equity to Federal income tax basis partners' equity is as follows:
Years Ended December 31, -------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ Total partners' equity - financial statement basis $ 9,174,044 $ 11,224,199 $ 17,800,605 Current year tax basis net earnings over (under) financial statement basis net earnings (89,512) (961,455) 60,242 Cumulative prior years tax basis net earnings over financial statement basis net earnings 474,059 1,435,514 1,375,272 ------------ ------------ ------------ Total partners' equity - Federal income tax basis $ 9,558,591 $ 11,698,258 $ 19,236,119 ============ ============ ============
Because many types of transactions are susceptible to varying interpretations under Federal and state income tax laws and regulations, the amounts reported above may be subject to change at a later date upon final determination by the taxing authorities. Continued 21 MURRAY INCOME PROPERTIES II, LTD. (A LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS 7. SELECTED QUARTERLY FINANCIAL DATA, (UNAUDITED)
Quarter Ended --------------------------------------------------------- First Second Third Fourth ------------ ------------ ------------ ------------ Year Ended December 31, 2001: Income $ 194,963 $ 138,820 $ 126,543 $ 103,101 Net earnings 96,525 51,899 77,958 53,244 Basic earnings per limited partnership interest $ 0.28 $ 0.16 $ 0.22 $ 0.14 Year Ended December 31, 2000: Income $ 1,003,323 $ 824,171 $ 859,179 $ 8,243,844 Net earnings 572,813 497,924 562,325 7,516,935 Basic earnings per limited partnership interest $ 1.78 $ 1.55 $ 1.75 $ 22.44
8. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses incurred are related to legal and accounting costs, rent, investor services costs, salaries and benefits and various other costs required for the administration of the Partnership, after reimbursements of shared direct operating costs by Murray Income Properties I, Ltd. ("MIP I"). The Partnership and MIP I entered into the sharing arrangement relating to shared operating costs in 1990 in conjunction with the changeover to self management. The cost sharing arrangement was based upon the amount of capital raised by each partnership, the number of investors, the nature and value of their respective properties, the time and responsibility involved in supervising the on-site property managers and other factors. It was agreed at that time that if there was a significant change in the business, affairs or operations of either partnership, then the two partnerships would agree to a change in the percentage allocated to the two partnerships in a manner that the respective General Partners believe is fair, just and equitable to each partnership. From 1990 through 2000, this original sharing ratio was consistently applied. Furthermore, because both partnerships were active in 2000 and 2001 with sales activity ongoing, no change was made in the sharing ratio through June of 2001. At July 1, 2001, the only remaining property owned was Tower Place Festival, which is owned in a joint venture (Tower Place Joint Venture) owned 15% by the Partnership and 85% by MIP I. Therefore, the General Partners of the Partnership and MIP I decided to re-evaluate the expense sharing relationship for shared expenses. Based on a review of the remaining outstanding capital (net of retained net sale proceeds to be distributed prior to liquidation) and the other factors described above, the General Partners of the Partnership and MIP I changed the cost sharing arrangement for common expenses as follows. The cost of the asset manager will be shared 15% by the Partnership and 85% by MIP I, effective May 1, 2001, since the only property owned by either partnership was Tower Place Festival. All other shared costs will be shared in the ratio of 33% by the Partnership and 67% by MIP I, effective July 1, 2001. There will be no change in the partnerships' sharing of any severance benefits paid (53% by the Partnership and 47% by MIP I), since these costs are in recognition of the employees' service to the partnerships during the life of the respective partnerships. Amounts reimbursed to the Partnership by MIP I for the years ended December 31, 2001, 2000 and 1999 totaled $285,638, $215,613 and $198,276, respectively. 22 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. 23 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP. Murray Realty Investors IX, Inc., a Texas corporation, and Crozier Partners IX, Ltd., a Texas limited partnership, are the General Partners of the Partnership. The Limited Partners voting a majority of the interests may, without the consent of the General Partners, remove a General Partner and elect a successor General Partner. The Partnership Agreement provides that the Partnership will have an Investment Committee consisting initially of three members, appointed by Murray Realty Investors IX, Inc. (the "Corporate General Partner"). A person appointed to the Investment Committee may be removed by the Corporate General Partner, but the Corporate General Partner must name a replacement. The acquisition, sale, financing or refinancing of a Partnership property must be approved by a majority of the members of the Investment Committee. The members of the Investment Committee currently are Messrs. Jack E. Crozier, Mitchell L. Armstrong and W. Brent Buck. Murray Realty Investors IX, Inc. is owned 60% by Mr. Armstrong and 40% by Mr. Buck. The following is a brief description of Jack E. Crozier, a general partner of Crozier Partners IX, Ltd., a General Partner, and the directors and executive officers of the Corporate General Partner: Crozier Partners IX, Ltd., General Partner Jack E. Crozier, 73, General Partner. From 1954 through July 1990, Mr. Crozier was affiliated with Murray Financial Corporation and various of its affiliates. From 1977 through 1988, he was President of Murray Financial Corporation, and from 1982 until June 1989, he also served as President of Murray Savings Association, a principal affiliate of Murray Financial Corporation. He served as President or Director of various other subsidiaries of Murray Financial Corporation which were engaged in real estate finance, development and management. He also served as the general partner in a number of publicly registered limited partnerships, and a number of non-registered limited partnerships, all of which had real estate as their principal assets Murray Realty Investors IX, Inc., Corporate General Partner The directors and executive officers of Murray Realty Investors IX, Inc. are: Mitchell L. Armstrong, 51, President and Director. Mr. Armstrong became President of Murray Realty Investors IX, Inc. on November 15, 1989. From September 1984 to November 15, 1989, he was Senior Vice President - Product Development of Murray Realty Investors, Inc. and Murray Property Investors, and Vice President - Tax for Murray Properties Company. From November 1988 to November 15, 1989, he also served as Secretary to these companies. From August 1983 to September 1984, he was Executive Vice President of Dover Realty Investors. From September 1980 to August 1983, he was with Murray Properties Company, in charge of tax planning and reporting. From July 1972 to August 1980, he was with the international accounting firm of Deloitte Haskins and Sells (now Deloitte & Touche). Mr. Armstrong is a Certified Public Accountant and a Certified Financial Planner and holds a Bachelor of Business Administration degree with high honors in Accounting from Texas Tech University. He is a member of the American Institute of Certified Public Accountants and a member of the Institute of Certified Financial Planners. W. Brent Buck, 46, Executive Vice President and Director. Mr. Buck became Executive Vice President of Murray Realty Investors VIII, Inc., on November 15, 1989. From September 1981 to November 15, 1989, Mr. Buck served in various capacities for Murray Properties Company and certain subsidiaries. His primary responsibilities included property acquisitions and asset management. He was responsible for initially identifying and negotiating the purchase of all properties in the Partnership. Since their acquisition to the present time, he has continued to 24 oversee the management of all properties of the Partnership. Mr. Buck holds a Master of Business Administration degree in Finance and a Bachelor of Public Administration degree in Urban Administration from the University of Mississippi. He also holds a Texas real estate salesman license and a Mississippi broker's license. ITEM 11. EXECUTIVE COMPENSATION. Pursuant to an amendment to the Partnership Agreement effective November 15, 1989, the Partnership is reimbursed by MIP I for a portion of executive compensation incurred in the management of the two partnerships. MIP I is a real estate limited partnership, the general partners of which are affiliates of the General Partners. The Partnership and MIP I entered into the sharing arrangement relating to shared operating costs in 1990 in conjunction with the changeover to self management. The cost sharing arrangement was based upon the amount of capital raised by each partnership, the number of investors, the nature and value of their respective properties, the time and responsibility involved in supervising the onsite property managers and other factors. It was agreed at that time that if there was a significant change in the business, affairs or operations of either partnership, then the two partnerships would agree to a change in the percentage allocated to the two partnerships in a manner that the respective General Partners believe is fair, just and equitable to each partnership. From 1990 through 2000, this original sharing ratio was consistently applied. Furthermore, because both partnerships were active in 2000 and 2001 with sales activity ongoing, no change was made in the sharing ratio through June of 2001. At July 1, 2001, the only remaining property owned is Tower Place Festival, which is owned in a joint venture (Tower Place Joint Venture) owned 15% by the Partnership and 85% by MIP I. Therefore, the General Partners of the Partnership and MIP I decided to reevaluate the expense sharing relationship for shared expenses. Based on a review of the remaining outstanding capital (net of retained net sale proceeds to be distributed prior to liquidation) and the other factors described above, the General Partners of the Partnership and MIP I changed the sharing arrangement for common expenses as follows. The cost of the asset manager (W. Brent Buck) will be shared 15% by the Partnership and 85% by MIP I, effective May 1, 2001, since the only property owned by either partnership is Tower Place Festival. All other shared costs, including Mitchell L. Armstrong's compensation, will be shared in the ratio of 33% by the Partnership and 67% by MIP I, effective July 1, 2001. There will be no change in the partnership's sharing of any severance benefits paid (53% by the Partnership and 47% by MIP I), since these costs are in recognition of the employees' service to the partnerships during the life of the respective partnerships. The following table presents the Partnership's share of executive compensation. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ------------------------------------- All Other Name and Principal Position Year Salary Compensation(1) --------------------------- -------- -------- --------------- Mitchell L. Armstrong, 2001 $ 58,316 $ 2,279 President* 2000 69,515 2,930 1999 67,687 2,874 W. Brent Buck, 2001 $ 27,941 $ 1,500 Executive Vice President* 2000 51,766 1,844 1999 50,405 1,773
* Offices held in Murray Realty Investors IX, Inc., the Corporate General Partner. 25 (1) The Partnership provides the named executive officers with certain group life, health, medical and other non-cash benefits generally available to all salaried employees. The amounts shown in this column include the following: (a) Matching contributions by the Partnership under its SIMPLE-IRA plan which equaled 3% of each employee's covered compensation (salary and term insurance value). During 2001, the Partnership's matching contributions were $1,766 for Mr. Armstrong and $1,310 for Mr. Buck. (b) Full premium cost of term insurance that will benefit the executive. The Partnership and Murray Income Properties I, Ltd. entered into severance agreements with Mr. Armstrong and Mr. Buck effective September 16, 1996. Pursuant to these agreements, upon the occurrence of specified events, the Partnership will be obligated for fifty-three (53%) of any benefits paid pursuant to the agreements to either Mr. Armstrong or Mr. Buck. The agreement with Mr. Armstrong provides for a benefit amount equal to the value of the aggregate of one month of his highest monthly salary paid at any time during the twelve months prior to his termination multiplied by fifteen (15), plus the current monthly cost of such health, disability and life benefits (including spousal or similar coverage and coverage for children) which he was receiving or entitled to receive immediately prior to termination multiplied by eighteen (18). The agreement with Mr. Buck provides for a benefit amount equal to the value of the aggregate of one month of his highest monthly salary paid at any time during the twelve months prior to his termination multiplied by twelve (12), plus the current monthly cost of such health, disability and life benefits (including spousal or similar coverage and coverage for children) which he was receiving or entitled to receive immediately prior to termination multiplied by fourteen (14). As of December 31, 2001, the Partnership has accrued $239,000 related to benefits to be paid to all employees once their services are no longer required, which includes amounts estimated to be paid to Mr. Armstrong and Mr. Buck. The Partnership has not paid and does not propose to pay any bonuses or deferred compensation, compensation pursuant to retirement or other plans, or other compensation to the officers, directors or partners of the General Partners other than described in the above table or the above paragraph. In addition, there are no restricted stock awards, options or stock appreciation rights, or any other long term incentive payouts. During the operational and liquidation stages of this Partnership, the General Partners and their affiliates receive various fees and distributions. For information on these types of remuneration, reference is made to the section entitled "Management Compensation" as contained in the Prospectus dated February 20, 1986 filed as a part of Amendment No. 1 to Registrant's Form S-11 Registration Statement (File No. 33-2394), which section is attached hereto as Exhibit 99d. See "Item 13. Certain Relationships and Related Transactions" for information on the fees and other compensation or reimbursements paid to the General Partners or their Affiliates during the year ended December 31, 2001. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. No person (including any "group" as that term is used in Section 13 (d)(3) of the Securities Exchange Act of 1934) is known to the Partnership to be the beneficial owner of more than five percent of the outstanding voting Interests as of December 31, 2001. The following table presents certain information regarding the number of Interests owned, directly or indirectly, by (i) a general partner of a General Partner and executive officers and directors of a General Partner and (ii) a general partner of a General Partner and executive officers and directors of a General Partner as a group as of December 31, 2001: 26
Amount and Nature Of Beneficial Percent Title of Class Beneficial Owner Beneficial Ownership of Class ------------------------------ ---------------- -------------------- -------- Limited Partnership Interests, Mitchell L. Armstrong 377(1) .12% $100 per Interest W. Brent Buck 251(2) .08% Jack E. Crozier 736(3) .23% Limited Partnership Interest, All General Partners $100 per Interest as a group 1,057 .34%
(1) The total of 377 Interests listed above includes 126 Interests owned beneficially and of record by Fidelity Management Trust Co., Custodian for the benefit of Mitchell L. Armstrong IRA; 195 Interests owned by Murray Realty Investors IX, Inc., a corporation in which Mr. Armstrong is an officer, director, and substantial owner; and 56 Interests owned by Crozier Partners IX, Ltd., a partnership in which Mr. Armstrong is a limited partner. (2) The total of 251 Interests listed above includes 195 Interests owned by Murray Realty Investors IX, Inc., a corporation in which Mr. Buck is an officer, director and substantial owner; and 56 Interests owned by Crozier Partners IX, Ltd., a partnership in which Mr. Buck is a limited partner. (3) The total of 736 Interests listed above included 272 Interests owned by Crozier Partners IX, Ltd., a partnership in which Mr. Crozier is a general partner and 464 Interests owned by Mrs. Irma Crozier as her separate property. No arrangements are known to the Partnership which may result in a change of control of the Partnership. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. During the year ended December 31, 2001 the Partnership was reimbursed by MIP I for a portion of the costs associated with the management of the Partnership and MIP I. MIP I is a publicly-registered real estate limited partnership, the general partners of which are affiliates of the General Partners of the Partnership. The reimbursement has been accounted for as a reduction of general and administrative expenses. Amounts reimbursed total $285,638, $215,613 and $198,276 for the years ended December 31, 2001, 2000 and 1999, respectively. Murray Realty Investors IX, Inc. ("MRI IX"), the Corporate General Partner, entered into a property management agreement with the Partnership for the management of 1202 Industrial Place, effective January 1, 1996. Pursuant to this agreement, MRI IX earned property management fees in the amount of $17,024 and $18,792 during the years ended December 31, 2000 and 1999. 27 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) 1. Financial Statements - See Index to Financial Statements in Item 8 of this Form 10-K 2. Financial Statement Schedules with Independent Auditors' Report Thereon: (i) Valuation and Qualifying Accounts (Schedule II) - Years ended December 31, 2001, 2000, and 1999. (ii) Real Estate and Accumulated Depreciation (Schedule III) - December 31, 2001. All other schedules have been omitted because they are not required or the required information is shown in the financial statements or notes thereto. (b) Reports on Form 8-K filed during the last quarter of the year: None. (c) Exhibits: 2a Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on January 13, 2000. (File No. 0-17183) 2b Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 9, 2000. (File No. 0-17183) 2c Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 23, 2000. (File No. 0-17183) 3a Agreement of Limited Partnership of Murray Income Properties II, Ltd.. Reference is made to Exhibit A of the Prospectus dated February 20, 1986 contained in Amendment No. 1 to Partnership's Form S-11 Registration Statements filed with the Securities and Exchange Commission on February 13, 1986. (File No. 33-2294). 3b Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 15, 1989. Reference is made to Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 3c Amended and Restated Certificate and Agreement of Limited Partnership dated as of January 10, 1990. Reference is made to Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 28 3d Amendment to Amended and Restated Certificate and Agreement of Limited Partnership, dated March 22, 2000. Reference is made to Exhibit 3d to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10a Form of Joint Venture Agreement between the Partnership and Murray Income Properties II, Ltd. Reference is made to Exhibit 10h to Post-Effective Amendment No. l to Partnership's Form S-11 Registration Statements, filed with the Securities and Exchange Commission on July 29, 1989. (File No. 33-2394) 10b Lease Agreement with General Cinema to lease certain premises as described within the Lease Agreement dated July 23, 1985 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10q to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 10c Termination of Lease Agreement with General Cinema Corporation of North Carolina, dated February 11, 2000, terminating the Lease Agreement dated July 23, 1985 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10c to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10d Lease Agreement with Bally Total Fitness Corporation to lease certain premises as described within the Lease Agreement dated February 14, 2000 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10d to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10e Management Agreement with Murray Realty Investors IX, Inc. for management and operation services described in the Management Agreement dated January 1, 1996 at 1202 Industrial Place. Reference is made to Exhibit 10a to the Form 10-Q for the Quarter ended March 31, 1996 filed with the Securities and Exchange Commission on May 13, 1996. (File No. 0-17183) 10f Marketing Agreement with Murray Realty Investors IX, Inc. for leasing services described in the Marketing Agreement dated August 4, 1998 at 1202 Industrial Place. Reference is made to Exhibit 10a to the Form 10-Q for the Quarter ended September 30, 1998 filed with the Securities and Exchange Commission on November 6, 1998. (File No. 0-17183) 10g Data Processing System Use Agreement between Murray Income Properties II, Ltd. and The Mavricc Management Systems, Inc., dated September 1, 1998. Reference is made to Exhibit 10h to the 1998 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 1999. (File No. 0-17183) 10h Management Agreement with CK Charlotte Overhead Limited Partnership for management and operation services described in the Management Agreement dated January 2, 2002 at Tower Place Festival Shopping Center. Filed herewith. 10i Management Agreement with Trammell Crow SE, Inc. for management and operation services described in the Management Agreement dated August 8, 1990 (as extended pursuant to the Modification to Management Agreement dated December 15, 1999) at Germantown Collection Shopping Center. Reference is made to Exhibit 10i to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 29 10j Management Agreement with Brookside Commercial Services for management and operation services described in the Management Agreement dated March 1, 1991 (as extended pursuant to the Extension of Property Management Agreement dated December 15, 1999 at Paddock Place Shopping Center. Reference is made to Exhibit 10j to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10k Severance Agreements by and among Murray Income Properties I, Ltd. and Murray Income Properties II, Ltd. and Mitchell L. Armstrong dated September 16, 1996. Reference is made to Exhibit 10a to the 1996 3rd Quarter Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 1996. (File No. 0-14105) 10l Severance Agreements by and among Murray Income Properties I, Ltd. and Murray Income Properties II, Ltd. and W. Brent Buck dated September 16, 1996. Reference is made to Exhibit 10b to the 1996 3rd Quarter Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 1996. (File No. 0-14105) 10m Purchase and Sale Agreement dated effective as of August 14, 2000 by and between the Partnership and Grace Development, Inc. Reference is made to exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on November 27, 2000. (File No. 0-14105) 10n Amendment to Purchase and Sale Agreement dated effective as of September 19, 2000 by and between the Partnership and Grace Development, Inc. Reference is made to exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on November 27, 2000. (File No. 0-14105) 10o Purchase and Sale Agreement dated effective as of September 25, 2000 by and between the Partnership and Iron Mountain records Management, Inc. Reference is made to exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10p Amendment to Purchase and Sale Agreement dated effective as of October 25, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10q Second Amendment to Purchase and Sale Agreement dated effective as of November 2, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.3 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10r Third Amendment to Purchase and Sale Agreement dated effective as of November 10, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.4 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10s Fourth Amendment to Purchase and Sale Agreement dated effective as of November 17, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.5 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 30 10t Purchase and Sale Agreement dated effective October 29, 2000 by and between the Partnership and Phillip H. McNeill, Sr. Reference is made to exhibit 10.6 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10u First Amendment to Purchase and Sale Agreement dated effective as of November 28, 2000 by and between the Partnership and Phillip H. McNeill, Sr. Reference is made to exhibit 10.7 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10v Purchase and Sale Agreement dated effective as of January 2, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 10w First Amendment to Purchase and Sale Contract dated effective as of February 1, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 10x Second Amendment to Purchase and Sale Contract dated effective as of February 14, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 99a Glossary, as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith. 99b Article XIII of the Agreement of Limited Partnership as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith. 99c Amendment No. 9 to the Agreement of Limited Partnership contained in the Proxy Statement dated October 11, 1989. Filed herewith. 99d Management Compensation as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith. (d) Financial Statement Schedules with Independent Auditors' Report Thereon: (i) Valuation and Qualifying Accounts (Schedule II) - Years ended December 31, 2001, 2000, and 1999. (ii) Real Estate and Accumulated Depreciation (Schedule III) - December 31, 2001. All other schedules have been omitted because they are not required or the required information is shown in the consolidated financial statements or notes thereto. 31 INDEPENDENT AUDITORS' REPORT The Partners Murray Income Properties II, Ltd.: Under date of February 27, 2002, we reported on the balance sheets of Murray Income Properties II, Ltd. (a limited partnership) as of December 31, 2001 and 2000, and the related statements of earnings, changes in partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2001, as contained in Item 8 of this annual report on Form 10-K. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedules as listed in Item 14(a)2 of this annual report on Form 10-K. These financial statement schedules are the responsibility of the Partnership`s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such 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. KPMG LLP Dallas, Texas February 27, 2002 32 Schedule II MURRAY INCOME PROPERTIES II LTD. (A LIMITED PARTNERSHIP) VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
Balance at Charged to Balance at beginning costs and end of Description of period expenses Deductions period ----------- ------------ ------------ ------------ ------------ Allowance for doubtful accounts: Year ended December 31, 1999 $-0- 5,476 -0 5,476 ============ ============ ============ ============ Year ended December 31, 2000 $ 5,476 -0- 5,476 -0- ============ ============ ============ ============ Year ended December 31, 2001 $-0- -0- -0- -0- ============ ============ ============ ============
Deductions are primarily for writeoffs of accounts receivable deemed uncollectible by management. 33 MURRAY INCOME PROPERTIES II, LTD. Schedule III (a limited partnership) Real Estate and Accumulated Depreciation December 31, 2001
Costs Capitalized Gross Amount Initial Cost Subsequent to at which carried at to Partnership(A) Acquisition Close of Period (D) --------------------------- ------------- ------------------------------------------ Buildings and Buildings and Description Encumbrances Land Improvements Improvements Land Improvements Total ------------------------ ------------ ------------ ------------- ------------ ------------ ------------- ------------ Shopping Center Nashville, Tennessee $ 0 $ 3,153,285 $ 6,615,549 $ 676,959 $ 0 $ 0 $ 0 Shopping Center Germantown (Memphis) Tennessee $ 0 $ 1,751,518 $ 6,395,078 $ 1,179,313 $ 0 $ 0 $ 0 Office Warehouse Grand Prairie Texas $ 0 $ 884,488 $ 2,895,376 $ 112,982 $ 0 $ 0 $ 0 ------------ ------------ ------------ ------------ ------------ ------------ ------------ $ 0 $ 5,789,291 $ 15,906,003 $ 1,969,254 $ 0 $ 0 $ 0 ============ ============ ============ ============ ============ ============ ============ Life on which Depreciation in Fiscal Latest Statement Accumulated Year of Year of Earnings Description Depreciation Construction Acquired is Computed ------------------------ ------------ ------------ -------- ---------------- Shopping Center Nashville, Tennessee $ 0 1985/86 1986 3-25 YEARS Shopping Center Germantown (Memphis) Tennessee $ 0 1987 1988 3-25 YEARS Office Warehouse Grand Prairie Texas $ 0 1980 1988 3-25 YEARS ------------ $ 0 ============
Notes: (A) The initial cost to the Partnership represents the original purchase price of the properties. (B) Reconciliation of real estate owned for 2001, 2000 and 1999:
2001 2000 1999 ------------ ------------ ------------ Balance at beginning of period $ 0 $ 23,631,025 $ 23,602,442 Additions during period $ 0 $ 33,523 $ 28,583 Retirements during period $ 0 $(23,664,548) $ 0 ------------ ------------ ------------ Balance at close of period $ 0 $ 0 $ 23,631,025 ============ ============ ============
(C) Reconciliation of accumulated depreciation for 2001, 2000 and 1999:
2001 2000 1999 ------------ ------------ ------------ Balance at beginning of period $ 0 $ 9,152,398 $ 8,431,219 Depreciation expense $ 0 $ 125,265 $ 721,179 Retirements during period $ 0 $ (9,277,663) $ 0 ------------ ------------ ------------ Balance at close of period $ 0 $ 0 $ 9,152,398 ============ ============ ============
(D) The aggregate cost of real estate at December 31, 2001 for Federal income tax purposes is $-0-. 34 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. MURRAY INCOME PROPERTIES II, LTD. By: Crozier Partners IX, Ltd. a General Partner Dated: March 22, 2002 By: /s/ Jack E. Crozier -------------------------------------- Jack E. Crozier a General Partner By: Murray Realty Investors IX, Inc. a General Partner Dated: March 22, 2002 By: /s/ Mitchell Armstrong -------------------------------------- Mitchell Armstrong President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Murray Realty Investors IX, Inc. a General Partner Dated: March 22, 2002 By: /s/ Brent Buck -------------------------------------- Brent Buck Executive Vice President Director Dated: March 22, 2002 By: /s/ Mitchell Armstrong -------------------------------------- Mitchell Armstrong Chief Executive Officer Chief Financial Officer Director 35 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2a Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on January 13, 2000. (File No. 0-17183) 2b Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 9, 2000. (File No. 0-17183) 2c Definitive Soliciting Additional Materials to Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. Reference is made to the Partnership's Schedule 14A, filed with the Securities and Exchange Commission on February 23, 2000. (File No. 0-17183) 3a Agreement of Limited Partnership of Murray Income Properties II, Ltd.. Reference is made to Exhibit A of the Prospectus dated February 20, 1986 contained in Amendment No. 1 to Partnership's Form S-11 Registration Statements filed with the Securities and Exchange Commission on February 13, 1986. (File No. 33-2294). 3b Amended and Restated Certificate and Agreement of Limited Partnership dated as of November 15, 1989. Reference is made to Exhibit 3b to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 3c Amended and Restated Certificate and Agreement of Limited Partnership dated as of January 10, 1990. Reference is made to Exhibit 3c to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 3d Amendment to Amended and Restated Certificate and Agreement of Limited Partnership, dated March 22, 2000. Reference is made to Exhibit 3d to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10a Form of Joint Venture Agreement between the Partnership and Murray Income Properties II, Ltd. Reference is made to Exhibit 10h to Post-Effective Amendment No. l to Partnership's Form S-11 Registration Statements, filed with the Securities and Exchange Commission on July 29, 1989. (File No. 33-2394) 10b Lease Agreement with General Cinema to lease certain premises as described within the Lease Agreement dated July 23, 1985 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10q to the 1989 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 1989. (File No. 0-17183) 10c Termination of Lease Agreement with General Cinema Corporation of North Carolina, dated February 11, 2000, terminating the Lease Agreement dated July 23, 1985 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10c to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183)
36 10d Lease Agreement with Bally Total Fitness Corporation to lease certain premises as described within the Lease Agreement dated February 14, 2000 at Tower Place Festival Shopping Center. Reference is made to Exhibit 10d to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10e Management Agreement with Murray Realty Investors IX, Inc. for management and operation services described in the Management Agreement dated January 1, 1996 at 1202 Industrial Place. Reference is made to Exhibit 10a to the Form 10-Q for the Quarter ended March 31, 1996 filed with the Securities and Exchange Commission on May 13, 1996. (File No. 0-17183) 10f Marketing Agreement with Murray Realty Investors IX, Inc. for leasing services described in the Marketing Agreement dated August 4, 1998 at 1202 Industrial Place. Reference is made to Exhibit 10a to the Form 10-Q for the Quarter ended September 30, 1998 filed with the Securities and Exchange Commission on November 6, 1998. (File No. 0-17183) 10g Data Processing System Use Agreement between Murray Income Properties II, Ltd. and The Mavricc Management Systems, Inc., dated September 1, 1998. Reference is made to Exhibit 10h to the 1998 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 1999. (File No. 0-17183) 10h Management Agreement with CK Charlotte Overhead Limited Partnership for management and operation services described in the Management Agreement dated January 2, 2002 at Tower Place Festival Shopping Center. Filed herewith. 10i Management Agreement with Trammell Crow SE, Inc. for management and operation services described in the Management Agreement dated August 8, 1990 (as extended pursuant to the Modification to Management Agreement dated December 15, 1999) at Germantown Collection Shopping Center. Reference is made to Exhibit 10i to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10j Management Agreement with Brookside Commercial Services for management and operation services described in the Management Agreement dated March 1, 1991 (as extended pursuant to the Extension of Property Management Agreement dated December 15, 1999 at Paddock Place Shopping Center. Reference is made to Exhibit 10j to the 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2000. (File No. 0-17183) 10k Severance Agreements by and among Murray Income Properties I, Ltd. and Murray Income Properties II, Ltd. and Mitchell L. Armstrong dated September 16, 1996. Reference is made to Exhibit 10a to the 1996 3rd Quarter Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 1996. (File No. 0-14105) 10l Severance Agreements by and among Murray Income Properties I, Ltd. and Murray Income Properties II, Ltd. and W. Brent Buck dated September 16, 1996. Reference is made to Exhibit 10b to the 1996 3rd Quarter Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 1996. (File No. 0-14105) 10m Purchase and Sale Agreement dated effective as of August 14, 2000 by and between the Partnership and Grace Development, Inc. Reference is made to exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on November 27, 2000. (File No. 0-14105)
37 10n Amendment to Purchase and Sale Agreement dated effective as of September 19, 2000 by and between the Partnership and Grace Development, Inc. Reference is made to exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on November 27, 2000. (File No. 0-14105) 10o Purchase and Sale Agreement dated effective as of September 25, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.1 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10p Amendment to Purchase and Sale Agreement dated effective as of October 25, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.2 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10q Second Amendment to Purchase and Sale Agreement dated effective as of November 2, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.3 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10r Third Amendment to Purchase and Sale Agreement dated effective as of November 10, 2000 by and between the Partnership and Iron Mountain Records Management, Inc. Reference is made to exhibit 10.4 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10s Fourth Amendment to Purchase and Sale Agreement dated effective as of November 17, 2000 by and between the Partnership and Iron Mountain records Management, Inc. Reference is made to exhibit 10.5 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10t Purchase and Sale Agreement dated effective October 29, 2000 by and between the Partnership and Phillip H. McNeill, Sr. Reference is made to exhibit 10.6 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10u First Amendment to Purchase and Sale Agreement dated effective as of November 28, 2000 by and between the Partnership and Phillip H. McNeill, Sr. Reference is made to exhibit 10.7 to Form 8-K filed with the Securities and Exchange Commission on December 15, 2000. (File No. 0-14105) 10v Purchase and Sale Agreement dated effective as of January 2, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 10w First Amendment to Purchase and Sale Contract dated effective as of February 1, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 10x Second Amendment to Purchase and Sale Contract dated effective as of February 14, 2002 by and between Tower Place Joint Venture and Tisano Realty, Inc. Filed herewith. 99a Glossary, as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith.
38 99b Article XIII of the Agreement of Limited Partnership as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith. 99c Amendment No. 9 to the Agreement of Limited Partnership contained in the Proxy Statement dated October 11, 1989. Filed herewith. 99d Management Compensation as contained in the Prospectus dated February 20, 1986 filed as part of Amendment No. 2 to Registrant's Form S-11 Registration Statement (File No. 33-2394). Filed herewith.
39