IRE PENSION INVESTORS LTD-II
10-Q, 1995-08-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 10-Q


                 Quarterly Report Under Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


For the Quarter Ended                                   Commission File Number
    June 30, 1995                                              0-14188
- --------------------                                   ---------------------


                       I.R.E. PENSION INVESTORS, LTD.-II
                 (Exact name of Registrant as specified in its
                      Certificate of Limited Partnership)


        Florida                                    59-2582239
- -----------------------                 ------------------------------------
(State of Organization)                (I.R.S. Employer Identification Number)


1750 E. Sunrise Boulevard
Fort Lauderdale, Florida                                             33304
- ----------------------------------------                           --------
(Address of Principal Executive Offices)                          (Zip Code)


Registrant's telephone number, including area code: (305) 760-5200

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:


                           Limited Partnership Units
                   $250 Per Unit - Minimum Purchase 20 Units/
                  8 Units for Individual Retirement Accounts,
                    Keogh Plans and Corporate Pension Plans


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
                                  ------      -------




                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

                            Statements of Operations

        For the Six and Three Month Periods ended June 30, 1994 and 1995
                                  (Unaudited)


                                   Six Months Ended         Three Months Ended
                                      June 30,                   June 30,
                                 --------------------       -----------------
                                   1994        1995          1994       1995
                                 --------     -------       ------    ------
Revenues:
   Rental income               $   244,574     244,574     122,287   122,287
   Interest income                  20,097      44,256      11,765    22,368
   Other income                      1,180         140         540        60
                                   -------     -------     -------   -------
Total revenues                     265,851     288,970     134,592   144,715
                                   -------     -------     -------   -------
Costs and expenses:
   Depreciation                    206,301     206,301     103,151   103,151
   Property operations:
    Property management fees
     to affiliate                    2,446       2,446       1,223     1,223
    Other                            4,725       3,923       2,373     1,959
   General and administrative:
     To affiliates                  22,769      17,552       9,420     8,830
     Other                          33,147      23,868      10,633     8,311
                                   -------     -------     -------   -------
       Total costs and expenses    269,388     254,090     126,800   123,474
                                   -------     -------     -------   -------

Net income (loss)              $    (3,537)     34,880       7,792    21,241
                                   ========    =======     =======   =======

Net income (loss) per weighted
   average limited partnership
   unit outstanding            $     (.07)         .70        .16        .43
                                  =========   ========    =======    =======

          See accompanying notes to unaudited financial statements.


                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

                                 Balance Sheets
                      December 31, 1994 and June 30, 1995
                                  (Unaudited)


                                     Assets
                                     ------

                                              December 31,       June 30,
                                                  1994             1995
                                              ------------     -----------
Cash and cash equivalents                     $    267,806          384,146

Securities available for sale                    1,274,253        1,311,235

Investments in real estate:
   Office building                               5,782,761        5,782,761
   Warehouse building                            2,247,267        2,247,267
                                               -----------      -----------
                                                 8,030,028        8,030,028
   Less accumulated depreciation                (3,211,512)      (3,417,809)
                                               ------------     ------------
                                                 4,818,516        4,612,219

Other assets, net                                    3,677              100
                                                ----------       ----------
                                              $  6,364,252        6,307,700
                                                ==========       ==========

                       Liabilities and Partners' Capital
                       ---------------------------------



Accrued expenses                                    40,853           42,542
Accounts payable                                    17,730           23,514
Other liabilities                                  218,678          242,268
Due to affiliates                                    2,045            2,830
                                                ----------       ----------
   Total liabilities                               279,306          311,154

Partners' capital:
49,312 limited partnership units issued
   and outstanding                               6,084,946        5,996,546
                                                ----------       ----------
                                              $  6,364,252        6,307,700
                                                ==========       ==========

           See accompanying notes to unaudited financial statements.


                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

                         Statement of Partners' Capital
                     For the Six Months Ended June 30, 1995
                                  (Unaudited)


                                          Limited      General
                                          Partners     Partners     Total
                                          --------     --------     -----

Balance at December 31, 1994            $ 6,087,973     (3,027)   6,084,946

Limited partner distributions              (123,280)       -       (123,280)

Net income                                   34,531        349       34,880
                                         ----------     ------   ----------


Balance at June 30, 1995                $ 5,999,224     (2,678)   5,996,546
                                         ==========    ========  ==========


           See accompanying notes to unaudited financial statements.


                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

                            Statements of Cash Flows
                For the Six Months ended June 30, 1994 and 1995
                                  (Unaudited)


                                                          1994       1995
                                                        -------    -------
Operating Activities:
Net income (loss)                                     $  (3,537)     34,880
 Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation                                         206,301     206,301
   Non-cash portion of rental income                    (16,914)    (16,914)
   Changes in operating assets and liabilities:
      Increase (decrease) in accrued expenses,
        accounts payable, other liabilities,
        and due to affiliates                            (2,253)     48,758
        Decrease in other assets, net                     2,082       3,577
                                                      ---------   ---------
        Net cash provided by operating activities       185,679     276,602
                                                      ---------   ---------
Investing Activities:
 Increase in securities available for sale                  -       (36,982)
                                                      ---------   ----------
        Net cash (used) in investing activities             -       (36,982)
                                                      ---------   ----------

Financing Activities:
 Limited partner distributions                         (123,280)   (123,280)
                                                      ----------  ----------
        Net cash (used) in financing activities        (123,280)   (123,280)
                                                      ----------  ----------

Increase in cash and cash equivalents                    62,399     116,340

Cash and cash equivalents at beginning of year        1,401,267     267,806
                                                      ---------   ---------

Cash and cash equivalents at end of quarter           $1,463,666    384,146
                                                       =========  =========

          See accompanying notes to unaudited financial statements.


                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

                    Notes to Unaudited Financial Statements
                                 June 30, 1995

NOTE 1 - GENERAL
- ----------------

The accompanying financial statements have been prepared by the Partnership in
accordance with the accounting policies described in its 1994 Annual Report and
should be read in conjunction with the notes to financial statements which
appear in that report.

NOTE 2 - LITIGATION
- -------------------

During May 1988, an individual investor filed an action against two individual
defendants, who allegedly sold securities without being registered as securities
brokers, two corporations organized and controlled by such individuals, and
against approximately sixteen publicly offered limited partnerships, including
Registrant, interests in which were sold by the individual and corporate
defendants.

Plaintiff alleged that the sale of limited partnership interests in the
Partnership (among other affiliated and unaffiliated  partnerships) by persons
and corporations not registered as securities brokers under the Illinois
Securities Act constitutes a violation of such Act, and that the Plaintiff, and
all others who purchased securities through the individual or corporate
defendants, should be permitted to rescind their purchases and recover their
principal plus 10% interest per year, less any amounts received.  The
Partnership's securities were properly registered in Illinois and the basis of
the action relates solely to the alleged failure of the Broker Dealer to be
properly registered.

In November 1988, Plaintiff's class action claims were dismissed by the Court.
Amended complaints, including additional named plaintiffs, were filed subsequent
to the dismissal of the class action claims. Motions to dismiss were filed on
behalf of the Partnership and the other co-defendants.  In December 1989, the
Court ordered that the Partnership and the other co-defendants rescind sales of
any plaintiff that brought suit within three years of the date of sale.  In
accordance with the Court's order, in April 1990, funds were placed in escrow to
rescind sales of 179 Partnership units.  Approximately $52,000 was placed in
escrow representing $34,700 for the recision of units and $17,300 for interest
thereon.  The financial statements reflected the recision of units as a
reduction of partners' capital and included the interest portion as a charge to
general and administrative, other in 1990.

Plaintiffs appealed, among other items, the Court's order with respect to
plaintiffs that brought suit after three years of the date of sale.  In February
1993, the Appellate court ruled that the statute of limitations was tolled
during the pendency of the class action claims.  Therefore, those investors that
brought suit within 3.6 years and potentially 4 years from the date of the sale
may be entitled to rescission.   The Partnership and the other co-defendants
sought leave to appeal before the Illinois Supreme Court and on October 6, 1993,
the leave to appeal was denied.  Plaintiff's claims are now pending in Circuit
Court. Plaintiffs filed a purported Class Action Amendment on March 24, 1994
seeking to consolidate and amend their claims.  The amendment sought to continue
the claims against the predecessor partnerships along with their general
partners and sought to add BFC Financial Corporation as a defendant.  The
plaintiffs also moved for class certification.  Motions to dismiss and to deny
class certification have been filed.  Before plaintiffs responded or the motions
were heard, plaintiffs filed a new motion for leave to file consolidated class
action amendments and a new motion for class certification.

The individual and corporate defendants sold a total of $225,500 of limited
partnership interests in the Partnership.  As of June 30, 1995, limited partners
holding approximately $90,000 of limited partnership interests had filed an
action for rescission. Under the appellate decision, if rescission was made to
all remaining limited partners that filed an action, refunds at August 15, 1995
(including interest payments thereon) would amount to approximately $88,000.  A
provision of $43,000 has been made in the accompanying financial statements for
interest on amounts that would be due upon rescission, however, the financial
statements do not reflect a rescission of the units subject to the Court ruling.

Accordingly partners' capital, units outstanding, per unit information,
including income (loss) per unit amounts, have not been adjusted for the
potential rescission of units.

NOTE 3 - OTHER LIABILITIES
- --------------------------

Other liabilities consist principally of deferred rental income on the Galleria
Professional Building lease and relates to non-level payments being recognized
ratably over the term of the lease in accordance with generally accepted
accounting principles (GAAP) instead of as received under the terms of the
lease.

NOTE 4 - COMPENSATION TO GENERAL PARTNERS AND AFFILIATES
- --------------------------------------------------------

During six and three month periods ended June 30, 1994 and 1995 compensation to
general partners and affiliates were as follows:


                                   Six Months Ended         Three Months Ended
                                      June 30,                   June 30,
                                 --------------------       -----------------
                                   1994        1995          1994      1995
                                 ---------    --------      ------   --------
Reimbursement for
 administrative and
 accounting services            $   22,769      17,552       9,420    8,830
Property management fees             2,446       2,446       1,223    1,223
                                   -------     -------      ------   ------
Total                           $   25,215      19,998      10,643   10,053
                                   =======     =======      ======   ======


NOTE 5 - SECURITIES AVAILABLE FOR SALE
- --------------------------------------

The Partnership's securities are available for sale.  In accordance with
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("FAS 115") issued in May 1993 by the
Financial Accounting Standards Board ("FASB"), these securities are carried at
fair value, with any related unrealized appreciation or and depreciation
reported as a separate component of partners capital.  At December 31, 1994, the
Partnership owned one treasury bill that matured in May 1995 in which cost
approximated fair value.  At June 30, 1995, the Partnership owned one treasury
bill that matures in November 1995 in which cost approximated fair value.

NOTE 6 - RECLASSIFICATIONS
- --------------------------

For comparative purposes, certain prior year balances have been reclassified to
conform with the 1995 financial statement presentation.

NOTE 7 - MANAGEMENT REPRESENTATION
- ----------------------------------

In the opinion of Partnership Management, all adjustments, none of which were
other than normal recurring accruals, necessary for a fair presentation of the
accompanying financial information have been included.


                       I.R.E. Pension Investors, Ltd.-II
                        (A Florida Limited Partnership)

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                                 June 30, 1995


A description of the Partnership's investment properties follows:

  *   Federal Express Distribution Center ("Federal Express") - A 38,000 square
     foot warehouse building located in Jacksonville, Florida.

  *   Galleria Professional Building ("Galleria") - A 61,000 square foot office
     building located in Fort Lauderdale, Florida.

Galleria and Federal Express are net leased to their tenants.

Interest income increased approximately $24,000 and $11,000 for the six and
three month periods ended June 30, 1995 as compared to the comparable periods in
1994 primarily due to an increase in yields on the investment of funds.

Other general and administrative expenses decreased approximately $9,000 for the
six month period ended June 30, 1995 as compared to the same period in 1994
primarily due to a reduction in bank charges associated with the partners'
distribution account.  Other general and administrative expenses decreased
approximately $2,000 for the three month period ended June 30, 1995 as compared
to the same period in 1994 primarily due to a decrease in auditing fees.
General and administrative expense to affiliates decreased for the six and three
month periods ended June 30, 1995 as compared to the comparable period in 1994
primarily due to decreased costs associated with administrative and accounting
service reimbursements.

At June 30, 1995, the Partnership had cash and cash equivalents amounting to
approximately $384,000 and approximately $1.3 million in Treasury Bills included
in securities available for sale.  Management is of the opinion that its present
liquidity is appropriate in light of normal operations and the other items
discussed above.

In addition to the items discussed above, the Partnership's long term prospects
will be primarily effected by future net income at Galleria and renewal of the
Federal Express lease.  Due to the uncertain economic climate in general and the
real estate market in particular, management cannot reasonably determine the
Partnership's long term liquidity position.



                         Part II - Other Information
                                June 30, 1995


ITEM 1 THROUGH 5
- ----------------

Not applicable.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

a.  Index to exhibits

    (2)     Plan of acquisition, reorganization, arrangement, liquidation or
          succession - Not applicable.

    (4)     Instruments defining the rights of security holders, including
          indentures - Not applicable.

    (10)    Material contracts - Not applicable.

    (11)    Statement re computation of per unit earnings  -  Not applicable.

    (15)    Letter re unaudited interim financial information - Not applicable.

    (18)    Letter re change in accounting principles -  Not applicable.

    (19)    Report furnished to security holders - Not applicable.

    (22)    Published report regarding matters submitted to vote of security
          holders - Not applicable.

    (23)    Consents of experts and counsel - Not applicable.

    (24)    Power of attorney - Not applicable.

    (27)    Financial data schedule - Included as Exhibit 27.

    (99)    Additional exhibits - Not applicable.

b.  Reports on Form 8-K

    None.



                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of  1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                    I.R.E. PENSION INVESTORS, LTD.-II
                                 Page 15 of 16

                                    Registrant
                              By:   I.R.E. Pension Advisors II, Corp.
                                    Managing General Partner of Registrant




Date:  August 11, 1995        By:    /s/ Glen R. Gilbert
                                    -------------------------------------
                                    Glen R. Gilbert, Senior Vice President
                                      and Chief Financial Officer























<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000775440
<NAME> I.R.E. PENSION INVESTORS, LTD. - II
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          384146
<SECURITIES>                                   1311235
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                         8030028
<DEPRECIATION>                                 3417809
<TOTAL-ASSETS>                                 6307700
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     5996546<F2>
<TOTAL-LIABILITY-AND-EQUITY>                   6307700
<SALES>                                              0
<TOTAL-REVENUES>                                288970
<CGS>                                                0
<TOTAL-COSTS>                                   254090
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  34880
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     34880
<EPS-PRIMARY>                                      .70
<EPS-DILUTED>                                      .70
<FN>
<F1>Entity maintains a non classified balance sheet.
<F2>Represents partners' capital.
</FN>
        


</TABLE>


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