-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FFPp1MU/wqPgzCVPH9ip+RueZYTrUYpD1W3rR8TecTQajHyZVCPODGRqz98ThFJZ pWHOmgwem1BN0ofuarz9ug== 0000889812-96-000152.txt : 19960216 0000889812-96-000152.hdr.sgml : 19960216 ACCESSION NUMBER: 0000889812-96-000152 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960215 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRI BUSINESS PROPERTIES FUND LTD II CENTRAL INDEX KEY: 0000745289 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 942935565 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14177 FILM NUMBER: 96520628 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: 100 JERICHO QUADRANGLE STREET 2: STE 214 CITY: JERICHO STATE: NY ZIP: 11753 10-Q 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1995 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 number 0-14177 --------- MRI Business Properties Fund, Ltd. II ------------------------------------- (Exact name of Registrant as specified in its charter) California 94-2935565 ------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602 ----------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 864 239-1000 5665 Northside Drive N.W. Ste. 370, Atlanta, GA 30328 ----------------------------------------------------- Former name, former address and fiscal year, if changed since last report. Indicate by check mark whether 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 ---- ---- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date . ------------------ 1 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements. -------------------- Consolidated Balance Sheets December 31, September 30, 1995 1995 Assets Cash and cash equivalents $ 21,172,000 $ 4,813,000 Accounts receivable and other assets 1,816,000 2,712,000 Due from affiliate 115,000 170,000 Real Estate: Real estate -- 92,497,000 Accumulated depreciation -- (37,814,000) Allowance for impairment of value -- (10,948,000) ------------ ------------ Real estate, net -- 43,735,000 ------------ ------------ Total assets $23,103,000 $51,430,000 =========== =========== Liabilities and Partners' Equity Accounts payable and other liabilities $ 60,000 $ 2,407,000 Due to an affiliate of the joint venture partner -- 55,000 Due to unconsolidated joint venture -- 618,000 Notes payable -- 36,610,000 ------------ ------------ Total liabilities 60,000 39,690,000 ------------ ------------ Minority interest in joint venture -- 2,937,000 ------------ ------------ Partners' Equity: General partners' equity 428,000 2,000 Limited partners' equity (91,083 assignee units outstanding at December 31, 1995 and September 30, 1995) 22,615,000 8,801,000 ----------- ------------ Total partners' equity 23,043,000 8,803,000 ------------ ------------ Total liabilities and partners' equity $23,103,000 $51,430,000 =========== =========== See notes to consolidated financial statements. 2 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- Consolidated Statements of Operations For the Three Months Ended December 31, December 31, 1995 1994 Revenues: Room revenue $2,383,000 $8,661,000 Food and beverage revenue 1,761,000 4,907,000 Other operating revenues 312,000 790,000 Interest 25,000 177,000 Gain on sale of properties 14,445,000 -- Gain on sale of unconsolidated joint venture property 2,694,000 -- Equity in unconsolidated joint venture's operations 370,000 -- ----------- ----------- Total revenues 21,990,000 14,535,000 ----------- ----------- Expenses: Room expenses 579,000 2,044,000 Food and beverage expenses 1,256,000 3,780,000 Other operating expenses 2,208,000 5,467,000 Interest 361,000 2,019,000 Depreciation 334,000 1,202,000 Equity in unconsolidated joint venture's operations -- 84,000 General and administrative 112,000 122,000 ----------- ----------- Total expenses 4,850,000 14,718,000 ----------- ----------- Income (loss) before minority interest in joint venture's operations 17,140,000 (183,000) Minority interest in joint venture's operations (41,000) (101,000) ----------- ----------- Net income (loss) $17,099,000 $ (284,000) =========== =========== Net income (loss) per limited partnership assignee unit $ 182.43 $ (3.06) =========== =========== Distributions per limited partnership assignee unit $ 30.76 $ - =========== =========== See notes to consolidated financial statements. 3 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- Consolidated Statement of Partners' Equity For the Three Months Ended December 31, 1995 General Limited Total Partners' Partners' Partners' Equity Equity Equity Balance - October 1, 1995 $ 2,000 $ 8,801,000 $ 8,803,000 Net income 483,000 16,616,000 17,099,000 Distributions (57,000) (2,802,000) (2,859,000) ------------ ------------ ------------ Balance - December 31, 1995 $ 428,000 $ 22,615,000 $ 23,043,000 ============ ============ ============ See notes to consolidated financial statements. 4 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- Consolidated Statements of Cash Flows For the Three Months Ended December 31, December 31, Operating Activities: 1995 1994 Net income (loss) $17,099,000 $ (284,000) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 384,000 1,331,000 Mortgage costs - (211,000) Minority interest in joint venture's operations (41,000) 101,000 Equity in unconsolidated joint venture's operations (370,000) 84,000 Gain on sale of properties (14,445,000) - Gain on sale of unconsolidated joint venture property (2,694,000) - Changes in operating assets and liabilities: Accounts receivable and other assets 293,000 866,000 Due from affiliate 55,000 - Accounts payable, other liabilities and due to an affiliate of the joint venture partner (2,419,000) (1,082,000) ----------- ---------- Net cash (used in) provided by operating activities (2,138,000) 805,000 ----------- ---------- Investing Activities: Additions to real estate (772,000) (2,653,000) Net proceeds from sales of properties 55,588,000 - Distributions to partners (2,859,000) - Restricted cash - 1,162,000 Unconsolidated joint venture distributions 2,445,000 - ----------- ---------- Net cash provided by (used in) investing activities 54,402,000 (1,491,000) ----------- ---------- Financing Activities: Satisfaction of mortgages payable (35,864,000) (19,874,000) Proceeds from mortgage refinancing - 19,400,000 Notes payable principal payments (41,000) (212,000) ----------- ---------- Net cash (used in) financing activities (35,905,000) (686,000) ----------- ---------- Increase (Decrease) in Cash and Cash Equivalents 16,359,000 (1,372,000) Cash and Cash Equivalents at Beginning of Period 4,813,000 9,346,000 ----------- ---------- Cash and Cash Equivalents at End of Period $ 21,172,000 $ 7,974,000 =========== ========== Supplemental Disclosure of Cash Flow Information: Interest paid in cash during the period $ 490,000 $ 1,906,000 =========== ========== Supplemental Disclosure of Non-Cash Investing and Financing Activities: Other assets assumed by purchaser $ 566,000 $ =========== ========== Capitalized leases assumed by purchaser $ 655,000 $ =========== ========== See notes to consolidated financial statements. 5 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 1. General The accompanying consolidated financial statements, footnotes and discussions should be read in conjunction with the consolidated financial statements, related footnotes and discussions contained in the Partnership's Annual Report for the year ended September 30, 1995. The financial information contained herein is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial information have been included. All adjustments are of a normal recurring nature, except for the sale of properties, as described in Note 4. The results of operations for the three months ended December 31, 1995 and 1994 are not indicative of the results to be expected for the years ended September 30, 1996 and 1995, respectively. As discussed in Note 4, the Partnership's remaining property was sold on October 5, 1995 and remaining joint venture interests were sold on December 1, 1995. The Partnership is expected to be terminated in 1996 after collection of receivables, payment of outstanding liabilities and a final distribution to the partners. On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued and outstanding stock of NPI, Inc. to an affiliate of Insignia Financial Group ("Insignia"). As a result of the transaction, the Managing General Partner of the Partnership is controlled by Insignia. Insignia affiliates now maintain the Partnership books and records and oversee its operations. Property management and asset management services continue to be performed by unaffiliated third parties. The limited partnership units owned by Deforest Ventures I, L.P., representing approximately 29% of total limited partnership units, were not acquired by Insignia. 2. Transactions with Related Parties Affiliates of the Managing General Partner received reimbursements of administrative expenses amounting to $24,000 and $28,000 during the three months ended December 31, 1995 and 1994, respectively. These reimbursements are primarily included in general and administrative expenses. An affiliate of the Managing General Partner was paid a fee of $49,000 relating to a successful real estate tax appeal on the Partnership's Somerset Marriott Hotel during the three months ended December 31, 1995. The tax appeal fee is included in operating expenses. 3. Distributions The Partnership distributed $2,802,000 to limited partners ($30.76 per limited partnership assignee unit) and $57,000 to the general partners on October 25, 1995. On January 23, 1996 the Partnership distributed $20,585,000 to limited partners ($226.00 per limited partnership assignee unit) and $420,000 to the general partners. The distributions were from sales proceeds and working capital reserves. 6 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 4. Sale of Properties On October 5, 1995, the Partnership's Somerset Marriott Hotel was sold to an unaffiliated third party for $24,950,000. After satisfaction of notes payable of approximately $21,830,000 (including accrued interest), a prepayment premium of $500,000 and closing costs, the Partnership received approximately $2,200,000. The sale resulted in a gain of $1,351,000. The Partnership had previously recorded a $10,948,000 provision for impairment of value in 1992 and 1993. On December 1, 1995 the joint venture (in which the Partnership had a controlling interest) sold the Radisson South Hotel to an unaffiliated third party for $31,840,000, which terminated the joint venture. After satisfaction of mortgage notes of approximately $14,452,000 (including accrued interest) and closing costs, the joint venture received approximately $17,000,000. In accordance with the joint venture agreement, the Partnership is entitled to all the net proceeds. In addition, the Partnership received approximately $990,000 of cash from operations, as well as, approximately $1,300,000 in outstanding receivables. The sale resulted in a gain of approximately $13,094,000, which includes $2,978,000 of gain from termination of the joint venture. On December 1, 1995, the Combined Fund sold the Holiday Inn Crowne Plaza property to an unaffiliated third party for $44,000,000. After satisfaction of the mortgage note of $34,000,000, closing costs and other expenses the joint venture received approximately $8,900,000. In accordance with the July 7, 1995 agreement, the Combined Fund received $5,000,000. The Partnership's share of net proceeds, after expenses, was $2,445,000. The Partnership has recognized a gain on sale of $2,694,000. The Combined Fund had previously recorded an approximate $11,900,000 provision for impairment of value in 1991 and 1992. A former joint venture partner may be required to contribute certain funds to the Partnership in accordance with the joint venture agreement. The amount of contribution, if any, is not determinable at this time. 7 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 5. Investment in Unconsolidated Joint Venture The following are the condensed balance sheets as of December 31, 1995 and September 30, 1995 and condensed statements of operations for the three months ended December 31, 1995 and 1994 of the unconsolidated joint venture: MRI BUSINESS PROPERTIES COMBINED FUND NO. 1 ------------------------------------------- CONDENSED BALANCE SHEETS ------------------------ December 31, September 30, 1995 1995 Assets Cash and cash equivalents $ 252,000 $ 887,000 Restricted cash -- 958,000 Accounts receivable and other assets -- 1,321,000 Real Estate: Real estate -- 63,148,000 Accumulated depreciation -- (17,952,000) Allowance for impairment of value -- (11,962,000) ----------- ----------- Real estate, net -- 33,234,000 ----------- ----------- Total assets $ 252,000 $ 36,400,000 =========== =========== Liabilities and Partners' Deficiency Accounts payable and other liabilities $ 7,000 $ 1,805,000 Due to affiliates 245,000 3,069,000 Note payable -- 34,000,000 ----------- ----------- Total liabilities 252,000 38,874,000 ----------- ----------- Minority interest in joint venture -- (1,238,000) ----------- ----------- Partners' Deficiency: MRI BPF, LTD. II -- (618,000) MRI BPF, LTD. III -- (618,000) ----------- ----------- Total partners' deficiency -- (1,236,000) ----------- ----------- Total liabilities and partners' deficiency $ 252,000 $ 36,400,000 =========== =========== 8 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 5. Investment in Unconsolidated Joint Venture (Continued) MRI BUSINESS PROPERTIES COMBINED FUND NO. 1 ------------------------------------------- CONDENSED STATEMENTS OF OPERATIONS ---------------------------------- December 31, September 30, 1995 1995 Revenues $ 4,014,000 $ 4,871,000 Gain on sale of hotel 9,755,000 -- ----------- ----------- Total revenues 13,769,000 4,871,000 Expenses 2,535,000 5,205,000 ----------- ----------- Income (loss) before minority interest in joint venture operations 11,234,000 (334,000) Minority interest in joint venture operations (5,107,000) 167,000 ----------- ----------- Net income (loss) $ 6,127,000 $ (167,000) =========== ============ Allocation of net income (loss) MRI BPF, LTD. II $ 3,064,000 $ (84,000) MRI BPF, LTD. III 3,063,000 (83,000) ----------- ------------ Net income (loss) $ 6,127,000 $ (167,000) =========== ============ 9 of 14 Item 2. Management's Discussion and Analysis of --------------------------------------- Financial Condition and Results of Operations. ---------------------------------------------- This item should be read in conjunction with the Consolidated Financial Statements and other Items contained elsewhere in this Report. Liquidity and Capital Resources As described in Item 1, "Notes to Financial Statements, Note 4", Registrant sold its remaining properties during the first quarter of fiscal year 1996. The aggregate sales prices for its properties was $100,790,000. After satisfaction of existing mortgages, closing costs and amounts distributed to Registrant's joint venture partners, net proceeds received by Registrant were approximately $22,000,000. In addition, Registrant received approximately $990,000 of cash from operations in December 1995 and $946,000 in outstanding receivables in January 1996, relating to the Radisson South Hotel. Registrant recorded a gain of $1,351,000 on the sale of the Somerset Marriott Hotel, a gain of $13,094,000 on the sale of the Radisson South Hotel and a gain of $2,694,000 on the sale of its unconsolidated joint venture property, the Holiday Inn Crowne Plaza. Registrant distributed $2,802,000 to limited partners ($30.76 per limited partnership assignee unit) and $57,000 to the general partners on October 25, 1995. Registrant distributed $20,585,000 to limited partners ($226.00 per limited partnership assignee unit) and $420,000 to the general partners on January 23, 1996. The distributions were from sales proceeds and working capital reserves. Since these were Registrant's last remaining properties, Registrant expects to be terminated in 1996 after collection of receivables, payment of outstanding liabilities and a final distribution to the partners. The level of liquidity based upon cash and cash equivalents experienced a $16,359,000 increase at December 31, 1995, as compared to December 31, 1994. Registrant's $54,402,000 of net cash provided by investing activities was partially offset by $2,138,000 of net cash used in operating activities and $35,905,000 of net cash used in financing activities. Investing activities consisted of $55,588,000 of proceeds from sales of Registrant's Somerset Marriott and Radisson South hotel properties and $2,445,000 of net proceeds from the sale of Registrant's unconsolidated joint venture property, the Holiday Inn - - Crowne Plaza, $2,859,000 of distributions to partners and $772,000 of property improvements. Financing activities consisted of $35,864,000 paid in satisfaction of the mortgages encumbering Registrant's Somerset Marriott and Radisson South hotels and $41,000 in notes payable principal payments. All other increases (decreases) in certain assets and liabilities are the result of the timing of receipt and payment of various operating activities. 10 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 Item 2. Management's Discussion and Analysis of --------------------------------------- Financial Condition and Results of Operations. --------------------------------------------- Liquidity and Capital Resources (Continued) - ------------------------------------------ An affiliate of the Managing General Partner has made available to Registrant a credit line of up to $150,000 per property owned by Registrant. Registrant has no outstanding amounts due under this line of credit. Other than cash and cash equivalents, the line of credit was Registrant's only unused source of liquidity. On January 19, 1996, the stockholders of NPI, Inc., the sole shareholder of NPI Equity II, sold to Insignia all of the issued and outstanding stock of NPI, Inc. Insignia has elected new officers and directors of NPI Equity II. The Managing General Partner does not believe these events will have a significant effect on Registrant's liquidity or results of operation. Registrant's original investment objective of capital growth will not be attained. Accordingly, a significant portion of invested capital will not be returned to limited partners. Upon termination of Registrant, the general partners will be required to contribute approximately $1,727,000 to Registrant in accordance with the partnership agreement. Three Months Ended December 31, 1995 vs. December 31, 1994 Operating results improved by $17,323,000, prior to minority interest in joint venture's operations, for the three months ended December 31, 1995, as compared to 1994, due to an increase in revenues of $7,455,000 and a decrease in expenses of $9,868,000. Operating results improved due to $17,139,000 of gains on sales of Registrant's Somerset Marriott Hotel, Radisson South Hotel and unconsolidated joint venture property (the Holiday Inn Crowne Plaza). 11 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- Item 2. Management's Discussion and Analysis of --------------------------------------- Financial Condition and Results of Operations. ---------------------------------------------- Properties A description of the hotel properties in which Registrant has an ownership interest during the period covered by this Report, together with occupancy and room rate data, follows: MRI BUSINESS PROPERTIES FUND, LTD. II OCCUPANCY AND ROOM RATE SUMMARY
Average Average Occupancy Rate (%) Daily Room Rate ($) --------------------------- ----------------------- Three months Three months Date Date Ended Ended of of December 31, December 31, Name and Location Rooms Purchase Sale 1995 1994 1995 1994 - ----------------- ----- -------- ---- ---- ---- ---- ---- Radisson South Hotel Bloomington, Minnesota (1) 575 11/84 12/95 - 67 - 75.76 Marriott Riverwalk Hotel San Antonio, Texas 500 11/84 06/95 - 72 - 114.80 Somerset Marriott Hotel Somerset County, New Jersey 434 09/85 10/95 - 67 - 86.28 Holiday Inn Crowne Plaza Atlanta, Georgia (2) 492 03/86 12/95 - 71 - 89.20
(1) The property was owned by a joint venture in which Registrant had a controlling interest. (2)Registrant and an affiliated partnership, MRI Business Properties Fund, Ltd. III, owned the hotel through a joint venture which had a 50 percent interest in this property. 12 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- On October 12, 1995, a Current Report on Form 8-K was filed with the Securities and Exchange Commission to provide for the sale of Registrant's Somerset Marriott Hotel. On December 8, 1995, a Current Report on Form 8-K was filed with the Securities and Exchange Commission to provide for the sale of Registrant's joint venture interests in the Radisson South Hotel and the Holiday Inn Crowne Plaza. No other reports on Form 8-K were required to be filed during the period. 13 of 14 MRI BUSINESS PROPERTIES FUND, LTD. II - FORM 10-Q - DECEMBER 31, 1995 --------------------------------------------------------------------- SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MRI BUSINESS PROPERTIES FUND, LTD. II By: MONTGOMERY REALTY COMPANY 84, A California General Partnership, its managing general partner By: FOX REALTY INVESTORS, A California General Partnership, its managing general partner By: NPI Equity Investments II, Inc., A Florida Corporation, its managing partner /S/ William H. Jarrard, Jr. --------------------------------- William H. Jarrard Jr. President and Director /S/ Ronald Uretta --------------------------------- Ronald Uretta Principal Financial Officer And Principal Accounting Officer 14 of 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 The schedule contains summary financial information extracted from MRI Business Properties Fund, Ltd. II and is qualified in its entirety by reference to such financial statements. 1 3-MOS SEP-30-1996 OCT-01-1995 DEC-31-1995 21,172,000 0 1,816,000 0 0 0 0 0 23,103,000 0 0 0 0 0 23,043,000 23,103,000 0 21,965,000 0 4,377,000 0 0 361,000 17,099,000 0 17,099,000 0 0 0 17,099,000 182.43 182.43 Revenues include $17,139,000 of gain on sale of property
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