-----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, P4woRNkF8fHwRh+AHUc4Je6/5WpkIXIWmHvEkSdnIY5Wx1y9Gbh6BaKMXUNuASOH 6wYZ/w+UH383UFYjC5O84g== 0000791346-97-000006.txt : 19970815 0000791346-97-000006.hdr.sgml : 19970815 ACCESSION NUMBER: 0000791346-97-000006 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970624 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROWTH HOTEL INVESTORS II CENTRAL INDEX KEY: 0000791346 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 942997382 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16491 FILM NUMBER: 97660961 BUSINESS ADDRESS: STREET 1: C/O INSIGNIA FINANCIAL GROUP INC STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391513 MAIL ADDRESS: STREET 1: C/O INSIGNIA FINANCIAL GROUP INC STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 8-K/A 1 FORM 8-K - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 24, 1997 GROWTH HOTEL INVESTORS II (Exact name of registrant as specified in its charter) California 0-16491 94-2997382 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or File Number) Identification organization) Number) One Insignia Financial Plaza Post Office Box 1089 Greenville, South Carolina 29602 (Address of Principal Executive Office) Registrant's telephone number, including area code (864) 239-1000 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro forma financial information The Partnership's investment properties and the Partnership's consolidated joint ventures' investment properties were sold on June 24, 1997, to an unaffiliated third party. The following unaudited condensed balance sheet of the Partnership assumes the properties had been disposed of at March 31, 1997.
Pro Forma Balance Sheet (in thousands except unit data) (Unaudited) March 31, March 31, 1997 Pro Forma 1997 As Reported Adjustments Pro Forma Assets Cash and cash equivalents $ 8,931 $ 72,291 (1) $ 81,222 Restricted cash 244 -- 244 Deferred costs 1,641 (521) (1) 1,120 Accounts receivable and other assets 1,435 (669) (1) 766 Investment properties: Land 15,725 (15,725) (1) -- Buildings and related personal property 112,379 (106,889) (1) 5,490 128,104 (122,614) (1) 5,490 Less accumulated depreciation (45,140) 42,699 (1) (2,441) 82,964 (79,915) (1) 3,049 Total assets $ 95,215 $ (8,814) (1) $ 86,401 Liabilities and Partners' Capital Accounts payable and other liabilities $ 3,080 $ 3,313 (1) $ 6,393 Due to affiliate of the joint venture partner 557 -- 557 Notes payable 49,046 (46,515) (1) 2,531 Minority interest in joint ventures 2,796 (3,050) (1) (254) Partners' Capital 39,736 37,438 (1) 77,174 Total liabilities and partners' equity $ 95,215 $ (8,814) (1) $ 86,401
(1) Represents pro forma adjustments to reflect the removal of assets and liabilities related to the sale of the Partnership's investment properties and the Partnership's joint ventures' investment properties. The following proforma statements of (loss) income assume that the properties had been disposed of December 31, 1996. The following pro forma statements of (loss) income do not reflect the gain for financial statement purposes incurred as a result of the sale.
Pro Forma Statements of (Loss) Income (Unaudited) For the three months ended March 31, 1997 As Reported Adjustments Pro Forma Revenues: Hotel operations $ 11,552 $(10,965) (2) $ 587 Interest income 89 (11) (2) 78 Total revenues 11,641 (10,976) (2) 665 Expenses: Hotel operations 7,742 (7,370) (2) 372 Mortgage interest 1,196 (1,148) (2) 48 Depreciation 1,463 (1,401) (2) 62 General and administrative 219 -- 219 Total expenses 10,620 (9,919) (2) 701 Income before minority interest in joint venture's operation 1,021 (1,057) (2) (36) Minority interest in joint ventures' operations (422) 375 (2) (47) Net income $ 599 $ (682) (2) $ (83) Net income allocated to general partners (2%) $ 12 $ (14) (2) $ (2) Net income allocated to limited partners (98%) 587 (668) (2) (81) Net income $ 599 $ (682) (2) $ (83) Net income per limited partnership unit $ 9.97 $ (11.34) (2) $ (1.37)
(2) Represents pro forma adjustments to remove revenues and expenses related to the sale of the Partnership's investment properties and the Partnership's joint ventures' investment properties.
Pro Forma Statements of (Loss) Income (Unaudited) For the twelve months ended December 31, 1996 As Reported Adjustments Pro Forma Revenues: Hotel operations $ 51,456 $(48,991) (2) $ 2,465 Interest income 334 (42) (2) 292 Total revenues 51,790 (49,033) (2) 2,757 Expenses: Hotel operations 32,594 (31,107) (2) 1,487 Mortgage interest 4,983 (4,777) (2) 206 Depreciation 5,541 (5,305) (2) 236 General and administrative 1,580 -- 1,580 Total expenses 44,698 (41,189) (2) 3,509 Income before minority interest in joint ventures' operation 7,092 (7,844) (2) (752) Minority interest in joint ventures' operations (1,603) 1,443 (2) (160) Net income $ 5,489 $ (6,401) (2) $ (912) Net income allocated to general partners (2%) $ 110 $ (128) (2) $ (18) Net income allocated to limited partners (98%) 5,379 (6,273) (2) (894) Net income $ 5,489 $ (6,401) (2) $ (912) Net income per limited partnership unit $ 91.19 $(106.35) (2) $ (15.16)
(2) Represents pro forma adjustments to remove revenues and expenses related to the sale of the Partnership's investment properties and the Partnership's joint ventures investment properties. (c) Exhibits Agreement of Purchase and Sale dated as of March 14, 1997 by and between the Partnership and Equity Inns Partnership, L.P., as amended as of May 1, 1997 incorporated by reference to the Partnership's Proxy Statement dated May 28, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GROWTH HOTEL INVESTORS II By: MONTGOMERY REALTY COMPANY 85, its general partner By: NPI REALTY MANAGEMENT CORP. MANAGING GENERAL PARTNER /s/William H. Jarrard, Jr. President and Director Date: August 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----