-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, r9w4VDI6v+/CvajbcfM+770axsMNMKGC0yMsTUKRfxUgTEuuoP+fLcQatpZL4flv MYmMU0YkHBcLHqY5wlTi2g== 0000890587-95-000062.txt : 199507030000890587-95-000062.hdr.sgml : 19950703 ACCESSION NUMBER: 0000890587-95-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950616 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950630 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14177 FILM NUMBER: 95551703 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 MAIL ADDRESS: STREET 1: 100 JERICHO QUADRANGLE STREET 2: STE 214 CITY: JERICHO STATE: NY ZIP: 11753 8-K 1 MRI II 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 16, 1995 MRI Business Properties Fund, Ltd. II (Exact Name of Registrant as Specified in Its Charter) California (State or Other Jurisdiction of Incorporation) 0-14177 94-2935565 (Commission File Number) (I.R.S. Employer Identification No.) 5665 Northside Drive, N.W., Atlanta, Georgia 30328 (Address of Principal Executive Offices) (Zip Code) (404) 916-9090 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On June 16, 1995, Registrant sold its San Antonio Marriott Riverwalk Hotel to HMH Rivers, Inc., an unaffiliated entity. The buyer assumed the existing mortgage on the property (approximately $19,600,000) and paid to Registrant approximately $30,000,000. The sale resulted in a gain of approximately $19,000,000. In addition, after a final accounting is performed by the management company for the month of June additional amounts may be payable to Registrant. Registrant intends to distribute the net proceeds from the sale to its partners pursuant to the terms of the Partnership Agreement during the fourth fiscal quarter of 1995. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (b) Pro Forma Financial Information: The following pro forma condensed consolidated balance sheet as of March 31, 1995, and the pro forma consolidated statements of operations for the six month period then ended and the year ended September 30, 1994, give effect to the sale of Registrant's Marriott Riverwalk property. The adjustments related to the pro forma condensed consolidated balance sheet assume the transaction was consummated at March 31, 1995, while the adjustments to the pro forma consolidated income statements assume the transaction was consummated at the beginning of the period presented. The sale occurred on June 16, 1995. The pro forma adjustments required are to eliminate the assets, liabilities and operating activity of the Marriott Riverwalk and to reflect consideration received for the property. These pro forma adjustments are not necessarily inclusive of the results that actually would have occurred if the sale had been in effect as of and for the periods presented or what may be achieved in the future. MRI BUSINESS PROPERTIES FUND, LTD. II Pro Forma Condensed Consolidated Balance Sheet (Unaudited) March 31, 1995 Pro Forma Historical Adjustments Pro Forma Assets Cash and cash equivalents $ 5,472,000 $ (348,000) $ 5,124,000 Restricted cash 692,000 (685,000) 7,000 Receivables 3,106,000 28,769,000 31,875,000(a) Other assets 1,860,000 (1,128,000) 732,000 Real Estate: Real estate 138,907,000 (47,793,000) 91,114,000 Accumulated depreciation (56,221,000) 20,274,000 (35,947,000) Allowance for impairment of value (10,948,000) - (10,948,000) Real estate, net 71,738,000 (27,519,000) 44,219,000 Intangible assets 1,157,000 (1,157,000) - Total assets $ 84,025,000 $ (2,068,000) $ 81,957,000 Liabilities and Partners' Equity Accounts payable and other liabilities $ 3,388,000 $ (1,010,000) $ 2,378,000 Due to an affiliate of the joint venture partner 174,000 - 174,000 Due to unconsolidated joint venture 445,000 - 445,000 Notes payable 56,080,000 (19,347,000) 36,733,000 Total liabilities 60,087,000 (20,357,000) 39,730,000 Minority interest in joint venture 2,711,000 - 2,711,000 Partners' equity 21,227,000 18,289,000 39,516,000 Total liabilities and partners' equity $ 84,025,000 $ (2,068,000) $ 81,957,000 (a) Receivables consists of a $30,000,000 receivable from the sale. Receivables and other assets have been reclassified to conform to the pro forma financial statements.
MRI BUSINESS PROPERTIES FUND, LTD. II Pro Forma Consolidated Statement of Operations (Unaudited) For the Six Months Ended March 31, 1995 Pro Forma Historical Adjustments Pro Forma Revenues: Room revenue $ 16,906,000 $ (7,248,000) $ 9,658,000 Food and beverage revenue 9,383,000 (2,423,000) 6,960,000 Other operating revenues 1,473,000 (528,000) 945,000 Interest 223,000 (45,000) 178,000 Total revenues 27,985,000 (10,244,000) 17,741,000 Expenses: Room expenses 4,023,000 (1,425,000) 2,598,000 Food and beverage expenses 7,178,000 (2,014,000) 5,164,000 Other operating expenses 10,624,000 (4,163,000) 6,461,000 Interest 3,465,000 (1,537,000) 1,928,000 Depreciation and amortization 2,797,000 (1,161,000) 1,636,000 Equity in unconsolidated joint venture's operations 107,000 - 107,000 General and administrative 239,000 - 239,000 Total expenses 28,433,000 (10,300,000) 18,133,000 Loss before minority interest in joint venture's operations (448,000) 56,000 (392,000) Minority interest in joint venture's operations (81,000) - (81,000) Net loss $ (529,000) $ 56,000 $ (473,000) Net loss per limited partnership assignee unit $ (6) $ 1 $ (5)
MRI BUSINESS PROPERTIES FUND, LTD. II Pro Forma Condensed Statement of Operations (Unaudited) For the Year Ended September 30, 1994 Pro Forma Historical Adjustments Pro Forma Revenues: Room revenue $ 36,862,000 $ (17,258,000) $ 19,604,000 Food and beverage revenue 17,984,000 (4,719,000) 13,265,000 Other operating revenues 3,084,000 (1,316,000) 1,768,000 Interest 340,000 (36,000) 304,000 Total revenues 58,270,000 (23,329,000) 34,941,000 Expenses: Room expenses 8,019,000 (3,085,000) 4,934,000 Food and beverage expenses 13,867,000 (3,883,000) 9,984,000 Other operating expenses 22,987,000 (9,775,000) 13,212,000 Interest 6,159,000 (2,273,000) 3,886,000 Depreciation and amortization 5,082,000 (1,999,000) 3,083,000 Equity in unconsolidated joint venture's operations 342,000 - 342,000 General and administrative 430,000 - 430,000 Total expenses 56,886,000 (21,015,000) 35,871,000 Loss before minority interest in joint venture's operations 1,384,000 (2,314,000) (930,000) Minority interest in joint venture's operations (145,000) - (145,000) Net income (loss) $ 1,239,000) $ (2,314,000) $ 1,075,000) Net income (loss) per limited partnership assignee unit $ 13 $ (25) $ (15)
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MRI BUSINESS PROPERTIES FUND, LTD. II By: Montgomery Realty Company 84, its General Partner By: Fox Realty Investors, its Managing Partner By: NPI Equity Investments II, Inc., its Managing partner Date: June 29, 1995 By: /s/ Michael L. Ashner Michael L. Ashner, President -----END PRIVACY-ENHANCED MESSAGE-----