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 January 31, 1997
----------------
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 033-80104
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GRANITE DEVELOPMENT PARTNERS, L.P.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1754061
--------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10800 Brookpark Road Cleveland, Ohio 44130
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-267-1200
------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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.( )
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
------
Item 1. Business
- -----------------
Granite Development Partners, L.P. ("Partnership"), a Delaware
limited partnership, was formed on November 15, 1993, for the
purpose of investing in, acquiring, owning, developing, selling and
otherwise disposing of undeveloped and developed land acquired by
the Partnership (the "Partnership Properties"). The Partnership
also may act as a joint venture partner with respect to the
acquisition, ownership, development, sale or disposition of certain
properties (also the "Partnership Properties"). The Partnership
will terminate on December 31, 2013 or upon disposition of assets
or certain other events. The Partnership has a January 31 fiscal
year-end.
The majority of the acquisition and development expenses of
the Partnership occurred in the first two years of operation.
In order to offset this large outflow of cash and allow
the Partnership to make interest payments on the senior notes, a
number of mature properties have been included in the Partnership
Properties portfolio. By the third year of operation, the
Partnership expects cash flow from sales of the Silver Canyon
Partnership and other maturing properties to be sufficient to fund
other developments. The Partnership expects sales of all its
properties to be complete by the year 2003 at which time the
Partnership is expected to dissolve and terminate.
Silver Canyon , a Nevada limited partnership originally owned
55% by the Partnership and 45% by Silver Canyon Corporation
("SCC"), is the owner and developer of an approximately 1,300 acre
master planned community located outside Las Vegas, Nevada. On
January 30, 1996, the Partnership sold 21 2/3% interest in Silver
Canyon (the "Partnership Interest") to American Nevada Seven Hills
Limited Partnership ("ANC"), a Nevada limited partnership and
subsidiary of American Nevada Corporation, a Nevada corporation,
for $2,990,000. In addition, SCC sold 11 2/3% of its partnership
interest in Silver Canyon (the "SCC Interest") to ANC for
$1,610,000. After giving effect to the transfer of the Partnership
Interest and the SCC Interest, the Partnership, SCC and ANC each
own an equal 33 1/3% interest in Silver Canyon.
Investment Objectives and Policies
The principal investment objectives of the Partnership are
the preservation of Limited Partners' capital and appreciation of
such capital through sales of land at increased values. There is
no assurance that these investment objectives will be achieved.
The Partnership has invested in undeveloped land or in partnerships
or joint ventures that hold interests in such land on an all-cash
basis and intends to realize appreciation of such land upon resale.
The Partnership Properties, the majority of which will be developed
as residential tracts, have been acquired and developed with the
proceeds from the sale of the senior notes and the warrants
exercisable for Partnership Units and the proceeds from the sale of
Partnership Properties allocated to such acquisition and
development in the future. The Partnership Properties acquired are
in various stages of development ranging from fully developed and
ready for sale to third parties to raw land with sales not expected
to be completed for another three or four years. Larger projects
are not expected to fully mature for at least another four to five
years. The Partnership expects sales of all Partnership Properties
to be completed by the year 2003, at which time the Partnership
will dissolve and terminate.
The Partnership will develop each of the properties it
acquires at a rate which will approximate the absorption rate in
the relevant real estate market. Once development is completed,
the properties will be marketed and sold. Upon completion of the
sale of all of the Partnership Properties, all proceeds will be
returned to the senior note holders and the Partnership will be
dissolved and terminated.
Formation of the Partnership
All of the partnership properties will be acquired, owned,
developed and sold by the Partnership or a joint venture in which
the Partnership or a wholly-owned subsidiary of the Partnership is
a joint venture partner. The formation of the Partnership was
designed to facilitate development of Partnership Properties under
the control of a single entity, the Partnership, with greater
access to the public and private capital markets and to enhance the
potential for future growth.
Competition
Competition in this segment is dominated by price, location
and availability of product.
Item 2. Properties
- -------------------
The following properties remain in the Partnership property
portfolio as of January 31, 1997:
NAME DESCRIPTION
- --------- -----------------------
Day Drive Located in Parma, Ohio. Approximately nine (9) acres
commercially zoned property remain.
Drake Estates Located in Strongsville, Ohio. Consists of 12.75 acres
of land; 5.75 acres zoned general business, 7 acres
zoned Public Facility.
Cambridge Park Located in North Royalton, Ohio. Consists of thirty-six
(36) one-half acre single family lots.
North Olmsted Located in North Olmsted, Ohio. Approximately ten (10)
Industrial Park acres improved industrial property.
Royal Valley Located in North Royalton, Ohio. Consists of three (3) one-
quarter acre lots within a 237 acre planned residential
community.
Solon Estates Located in Solon, Ohio. Consists of 250 acres zoned for
one (1) acre single family lots and cluster homesites.
River Oaks Located in Kirtland/Kirtland Hills, Ohio. Four (4)
developed lots in the Village of Kirtland Hills, Ohio
(approximately 5 to 7 acres in size) remain; twelve (12)
sublots in Phase IIIC approximating thirty-three (33)
acres and two (2) sublots in Phase IIIB approximating
five (5) acres located in the city of Kirtland.
Silver Canyon Located in Henderson, Nevada. A 1,293 acre master planned
residential community currently under development.
Eaton Estate Located in Sagamore Hills, Ohio. Consists of a 593 acre
property zoned for a planned unit development and 43 acres
of land zoned for single family lots. Approximately 184
acres remain.
SSK Parcels Located in Twinsburg, Ohio. Consists of 133 acres of
unimproved land.
Music Street Located in Newbury Township, Geauga County, Ohio. Consists
of thirty (30) three (3) acre lots.
Fairfax Meadow Located in Medina, Ohio. Consists of 73 acres zoned for 140
single family residential sublots.
Item 3. Legal Proceedings
- --------------------------
The Partnership is involved in litigation incidental to its
business. The Partnership's management and general counsel are of
the opinion that the litigation will not have a material adverse
effect on its financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during
the three months ended January 31, 1997.
PART II
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Item 5. Market for Registrant's Common Equity and Related
- ----------------------------------------------------------
Stockholder Matters
-------------------
The securities offered of Granite Development Partners, L.P.,
were 36,000 warrants, each of which entitled the holder thereof
to purchase one unit of limited partnership interest of the
Partnership, at an exercise price of $111.11 per Partnership Unit
and up to 36,000 Partnership Units issuable upon exercise of the
warrants. The warrants were exercisable at any time prior to
December 3, 1996. On December 3, 1996, all 36,000 warrants were
exercised. The securities are not traded on a public market.
<TABLE>
Item 6. Selected Financial Data
- --------------------------------
<CAPTION>
Fiscal Fiscal Fiscal Fiscal
1996* 1995** 1994*** 1993****
Operating Results ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Gross Sales $12,367,374 $ 7,035,769 $ 8,506,100 $ 1,550,900
Net Income (Loss) $ 1,261,222 $ 227,472 $(3,535,197) $ (863,561)
January 31, 1997 1996 1995 1994
- ------------------ ----------- ----------- ----------- -----------
Financial Position
Total assets $51,540,809 $49,767,386 $41,452,272 $43,669,534
Land and
land improvements $ 6,948,665 $12,278,824 $13,415,890 $16,822,042
Restricted cash
equivalents $ 4,602,891 $ 1,308,453 $ 4,039,263 $15,059,352
Investments in and
advances to joint
ventures $25,866,537 $22,686,561 $16,694,226 $ 8,231,031
Long-term debt,
including mortgage
debt $36,910,472 $41,110,025 $37,348,370 $36,913,800
<FN>
* Fiscal 1996 results are for the year ended January 31, 1997.
** Fiscal 1995 results are for the year ended January 31, 1996.
*** Fiscal 1994 results are for the year ended January 31, 1995.
**** Fiscal 1993 results are for the year ended January 31, 1994.
</FN>
</TABLE>
Item 7. Management's Discussion and Analysis of Financial
- ----------------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
Sales of developed property for the year ended January 31,
1997 totalled $12,367,374 versus $7,035,769 for the year ended
January 31, 1996. The following significant sales occurred in
fiscal 1996: 1) the 6.3 acre oceanfront portion of 194th Street
in Miami Beach, Florida for $7,927,770; 2) the remaining 1.5 acres
of 194th Street for $601,600; 3) two cluster sites in the West
Grove development for a total of $1,552,947; and 4) four single
family sublots in the River Oaks Subdivision in Ohio for $460,000.
The increase in sales for fiscal 1996 versus fiscal 1995 is mainly
the result of the sale of the 194th Street property located in
Miami Beach, Florida.
Sales of developed property for the year ended January 31,
1996 totalled $7,035,769 versus $8,506,100 for the year ended
January 31, 1995. The following significant sales occurred in
fiscal 1995: 1) a 12-acre cluster parcel in the West Grove
development for $742,500; 2) 111 unimproved lots in the West Grove
development for $1,221,000; 3) the Misty Lake parcel in Middleburg
Heights, Ohio for $3,050,000; and 4) a 2.9 acre commercial lot on
Day Drive, Parma, Ohio for $1,200,000. The decrease in sales for
fiscal 1995 versus fiscal 1994 is a result of a decrease in the
amount of developed land available for resale.
Eaton Estate Partnership, a joint venture of the Partnership
accounted for under the equity method, reported sales of $9,328,118
for the year ended January 31, 1997 versus sales of $9,224,344 for
the year ended January 31, 1996. The level of sales activity for
the Eaton Estate Partnership is expected to decrease slightly for
fiscal 1997 as there is a limited amount of land remaining to be
developed and sold.
The Eaton Estate Partnership reported sales of $9,224,344 for
the year ended January 31, 1996 versus sales of $5,943,255 for the
year ended January 31, 1995. The increase in sales for fiscal 1995
for Eaton Estate is due to the increase in developed land available
for sale to third party builders.
As of January 31, 1997, the following significant sales were
under contract: eighteen lots of the Fairfax Meadows subdivision
located in Medina, Ohio for $757,800; 274 lots within the Silver
Canyon development in Henderson, Nevada for $8,573,221; and 15
sublots in the Eaton Estate subdivision for $795,000. None of the
contracts are guaranteed to close.
Interest income totalled $1,460,006 for the year ended January
31, 1997 versus $769,467 for the year ended January 31, 1996.
Interest income is comprised of interest earned on notes receivable
from the sales of developed property, from funds advanced to the
joint ventures and from the investment of proceeds from sales in
short-term commercial paper. Interest income earned on funds
advanced to the Silver Canyon Partnership is being deferred (see
Footnote A.) The increase in interest income in fiscal 1996 is due
to the increase in the outstanding balance of mortgage notes
receivable and the recognition of deferred interest income of
$644,104 related to the funds advanced to the Silver Canyon
Partnership.
Interest income totalled $769,467 for the year ended January
31, 1996 versus $1,093,405 for the year ended January 31, 1995. The
decrease in interest income is due to the decrease of funds
available to invest in short-term investments.
Other income totalled $382,492 for the year ended January 31,
1997 versus $216,695 for the year ended January 31, 1996. Other
income is mainly comprised of commissions, deferred development
fees and management fees related to the Silver Canyon Partnership.
Commissions of $192,588 and $98,759 were recorded for the years
ended January 31, 1997 and 1996, respectively. The Partnership
recognized development fee income of $126,990 and $40,306 for the
years ended January 31, 1997 and 1996, respectively. The increase
in commissions and the recognition of development fees is directly
correlated to the increase in sales activity related to the Silver
Canyon Partnership.
The increase in other income to $216,695 for the year ended
January 31, 1996 from $81,833 for the year ended January 31, 1995
is due to the recognition of commissions of $98,759. The
Partnership earned no commissions during fiscal 1994. The increase
is also attributable to the recognition of deferred development fee
income of $40,306 for the year ended January 31, 1996. The
Partnership did not recognize any deferred fees during fiscal 1994.
For the year ended January 31, 1997, the Partnership reported
net income of $1,261,222 versus net income of $227,472 for the year
ended January 31, 1996. The increase in net income resulted from
an increase in land sales revenues to $4,630,619 for the year ended
January 31, 1997 from revenues of $4,043,532 for the year ended
January 31, 1996. While revenues from land sales increased from
fiscal 1995 to fiscal 1996, the Partnership earned a lower margin on
fiscal 1996 sales. Sales of land and related earnings vary from
period to period, depending upon management's decisions regarding
the disposition of undeveloped land parcels. Included in fiscal
1995 were sales of residential tracts of land where the buyer
invested large development costs instead of the Partnership.
Fiscal 1995 revenues from sales are not indicative of results for
subsequent years. The increase in net income can also be attributed
to the increase in interest and other income, and a decrease in
operating expenses.
For the year ended January 31, 1996, the Partnership reported
net income of $227,472 versus a net loss of $3,535,197 for the year
ended January 31, 1995. The net income for fiscal 1995 is the
result of the sale of unimproved property for a higher than
anticipated return. The net income reported in fiscal 1995 is also
the result of a gain of $2,144,190 on the sale of a portion of the
Partnership's investment in the Silver Canyon Partnership (see Note
G) and net income of $777,200 reported by the joint ventures for
fiscal 1995 versus a net loss of $175,331 reported for fiscal 1994.
The majority of the loss for fiscal 1994 was attributed to
interest expense on the senior notes. Interest expense for the
years ended January 31, 1996 and 1995 was $4,446,764 and
$4,028,330, respectively.
Financial Condition and Liquidity
The net cash provided by operating activities was $765,988 for
the year ended January 31, 1997 versus cash provided of $1,696,727
for the year ended January 31, 1996. The decrease in net cash
provided by operating activities is mainly the result of an
increase in restricted cash equivalents. As of January 31, 1997,
the Partnership had $1,477,941 of its funds invested in commercial
paper versus $205,939 invested as of January 31, 1996.
The net cash provided by operating activities was $1,696,727
for the year ended January 31, 1996 versus cash provided of
$9,694,241 for the year ended January 31, 1995. The cash provided
by operating activities in fiscal 1995 was the result of the sale
of properties which resulted in the decrease of land. The most
significant sale was the sale of the Misty Lake parcel in
Middleburg Heights, Ohio for $3,050,000. The cash received from
these sales has been used to fund the Silver Canyon and Eaton
Estate Partnership activities during the year.
Net cash used in investing activities was $1,173,703 for the
year ended January 31, 1997 versus $3,070,945 for fiscal 1995. The
decrease in funds used is attributable to the decrease in funds
advanced for development expenditures at the Silver Canyon
property and as a result of proceeds of $2,990,000 received in
fiscal 1995 from the sale of a portion of the Partnership's interest
in the Silver Canyon Partnership (see Note G).
Net cash used in investing activities was $3,070,945 for the
year ended January 31, 1996 versus $8,638,526 for fiscal 1994. The
decrease in funds used is attributable to the decrease in funds
advanced for development expenditures primarily at the Silver
Canyon property and also as a result of proceeds of $2,990,000
received from the sale of a portion of the Partnership's interest
in the Silver Canyon Partnership (see Note G).
Net cash used in financing activities was $2,940,875 for the
year ended January 31, 1997 versus net cash provided by financing
activities of $4,457,722 for the year ended January 31, 1996. The
net cash used during fiscal 1996 was the result of the assumption
of the mortgage note of $4,000,000 on the 194th Street property by
the purchaser and the distribution of $1,914,202 of interest earned
on the special units to the general partner offset by proceeds received
of $2,999,880 from the exercise of the 36,000 warrants by the limited
partners.
Net cash provided by financing activities for the year ended
January 31, 1996, was $4,457,722 versus net cash used of $529,300
for the year ended January 31, 1995. During the year ended January
31, 1996, the Partnership made payments on three mortgage notes
totalling $225,430 and received proceeds from an additional
mortgage note payable in the amount of $480,000 related to the
acquisition of land to be used for future development.
Additionally, the Partnership repaid $492,915 in principal on a
mortgage note through proceeds received from the sale of the
encumbered land to a third party. Proceeds from a mortgage note
payable for $4,000,000 on the 194th Street property were used to
fund acquisition and development activities of the Partnership and
the semi-annual interest payment on the senior notes. Proceeds
from a loan payable to Sunrise Land Company were used to fund
additional development expenditures at the Silver Canyon property.
Net cash used in financing activities for the year ended January
31, 1995 was the result of the Partnership making payments on three
mortgage notes totalling $225,430 offset by proceeds received from
an additional mortgage note payable in the amount of $660,000. The
Partnership distributed to the general partner interest earned on
the special units of $963,870.
The Partnership intends to finance the acquisition and
development of the majority of the Partnership properties as
residential tracts for eventual resale; however, certain properties
have been acquired and developed for commercial or industrial uses.
Pursuant to the Partnership's business plan each of the targeted
Partnership properties have been acquired and will be developed and
marketed for sale. All net proceeds raised from the sales of
properties, after the payment of development and partnership
expenses, will be returned to the senior note holders and partners
pursuant to the partnership agreement once all of the properties
have been sold. Management believes that the Partnership will have
adequate funds available throughout fiscal 1997 to fund development
expenditures and to pay the semi-annual interest payments on the
senior notes.
Information Relating to Forward-Looking Statements
This Annual Report, together with other statements and information
publicly disseminated by the Partnership, contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements reflect management's current views with respect to
financial results related to future events and are based on assumptions and
expectations which may not be realized and are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future events and
actual results, financial or otherwise, may differ from the results
discussed in the forward-looking statements. Risks and other factors
that might cause differences, some of which could be material, include,
but are not limited to, the effect of economic and market conditions
on a nation-wide basis as well as regionally in areas where the Partnership
has a geographic concentration of land; failure to consummate financing
arrangements; development risks, including lack of satisfactory financing,
construction and cost overruns; the level and volatility of interest
rates; the rate of revenue increases versus expenses increases; as well
as other risks listed from time to time in the Partnership's reports
filed with the Securities and Exchange Commission. The Partnership
has no obligation to revise or update any forward-looking statements
as a result of future events or new information. Readers are
cautioned not to place undue reliance on such forward-looking
statements.
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Granite Development Partners, L.P.
We have audited the accompanying balance sheets of Granite
Development Partners, L.P. (A Delaware Limited Partnership) as of
January 31, 1997 and 1996, and the related statements of
operations, changes in partners' deficit, and cash flows for each
of the three years in the period ended January 31, 1997 and the
financial statement schedules listed in the Index at Item 14(a) (3)
of this Form 10-K. These financial statements and financial
statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 Granite
Development Partners, L.P. as of January 31, 1997 and 1996, and the
results of its operations and its cash flows for each of the three
years in the period ended January 31, 1997, in conformity with
generally accepted accounting principles. In addition, in our
opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as
a whole, present fairly, in all material respects, the information
required to be included therein.
/S/ Coopers & Lybrand, L.L.P.
-----------------------------
Coopers & Lybrand, L.L.P.
Cleveland, Ohio
April 30, 1997
<TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
BALANCE SHEETS
<CAPTION>
January 31,
-----------------------------------
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
- ------
LAND $ 4,472,219 $11,567,790
LAND IMPROVEMENTS 2,476,446 711,034
----------- -----------
6,948,665 12,278,824
RESTRICTED CASH EQUIVALENTS 4,602,891 1,308,453
MORTGAGE NOTES RECEIVABLE 6,323,446 4,413,089
INVESTMENTS IN AND ADVANCES TO
JOINT VENTURES 25,866,537 22,686,561
OTHER ASSETS
Mortgage procurement costs, net of
accumulated amortization of
$1,446,575 at January 31, 1997 and
$973,515 at January 31, 1996 826,126 1,282,186
Organization costs, net of
accumulated amortization of
$449,697 at January 31, 1997 and
$287,034 at January 31, 1996 298,420 461,083
Cash 286,988 3,635,578
Interest receivable 6,255,344 3,701,612
Other 55,000 -
Commission receivable 17,392 -
Administrative fee receivable 60,000 -
----------- -----------
7,799,270 9,080,459
----------- -----------
$51,540,809 $49,767,386
=========== ===========
LIABILITIES, WARRANTS,
PARTNERS' SPECIAL UNITS
& PARTNERS' DEFICIT
- -----------------------
SENIOR NOTES PAYABLE $36,000,000 $36,000,000
MORTGAGE NOTES PAYABLE 910,472 5,110,025
LOAN PAYABLE - SUNRISE 921,768 731,768
OTHER LIABILITIES
Accounts payable 48,632 133,935
Accrued fees, partners 935,796 173,220
Accrued interest 1,009,139 971,116
Accrued real estate taxes 134,913 281,885
Deposits 3,199,100 1,618,514
Deferred income 4,656,074 3,368,908
----------- -----------
9,983,654 6,547,578
WARRANTS (TEMPORARY) - 1,000,080
PARTNERS' EQUITY (DEFICIT)
Partners' special units 9,000,000 9,000,000
Partners' deficit (5,275,085) (8,622,065)
----------- -----------
3,724,915 377,935
----------- -----------
$51,540,809 $49,767,386
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
<CAPTION>
For the year For the year For the year
ended ended ended
January 31, January 31, January 31,
1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
REVENUES
Sales of developed property $12,367,374 $ 7,035,769 $ 8,506,100
Cost of sales (7,736,755) (2,992,237) (6,166,987)
------------ ----------- -----------
4,630,619 4,043,532 2,339,113
Interest 1,460,006 769,467 1,093,405
Other 382,492 216,695 81,833
------------ ----------- -----------
6,473,117 5,029,694 3,514,351
------------ ----------- -----------
EXPENSES
Interest 4,345,499 4,446,764 4,028,330
Fees, partners 1,445,192 1,696,385 1,730,117
Real estate taxes 276,309 393,695 388,929
Operating and other 515,445 572,913 241,058
Amortization 635,723 613,855 485,783
------------ ----------- -----------
7,218,168 7,723,612 6,874,217
------------ ----------- -----------
(745,051) (2,693,918) (3,359,866)
Gain on sale of partnership
interest - 2,144,190 -
Income (loss) from joint
ventures 2,006,273 777,200 (175,331)
------------ ----------- -----------
NET INCOME (LOSS) $ 1,261,222 $ 227,472 $(3,535,197)
============ =========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
<CAPTION>
Sunrise FC-Granite, Limited
Land Co. Inc. Partners Total
-------- ------------ --------- -----------
<S> <C> <C> <C> <C>
Balance at January 31, 1994 $ 100 $ (4,350,570) $ - $(4,350,470)
Distribution of interest on
special units - (963,870) - (963,870)
Net loss (35,352) (3,499,845) - (3,535,197)
-------- ------------ ---------- -----------
Balance at January 31, 1995 (35,252) (8,814,285) - (8,849,537)
Net income 2,275 225,197 - 227,472
-------- ------------ ---------- -----------
Balance at January 31, 1996 (32,977) ( 8,589,088) - ( 8,622,065)
Capital contribution -
exercise of warrants - - 3,999,960 3,999,960
Withdrawal of original
limited partner 32,977 (32,977) - -
Distribution of interest
on special units - (1,914,202) - (1,914,202)
Net income - 1,261,222 - 1,261,222
-------- ------------ ---------- ------------
Balance at January 31, 1997 $ - $ (9,275,045) $3,999,960 $ (5,275,085)
======== ============ ========== ============
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
<CAPTION>
For the year For the year For the year
ended ended ended
January 31, January 31, January 31,
1997 1996 1995
----------- ----------- ------------
<S> <C> <C> <C>
Cash Flow from Operating Activities:
Net income (loss) $ 1,261,222 $ 227,472 $ (3,535,197)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Amortization 635,723 613,855 485,783
(Income) loss from joint ventures (2,006,273) (777,200) 175,331
Gain on sale of partnership interest - (2,144,190) -
Changes in operating assets and liabilities:
Decrease in land and land improvements 5,330,159 1,137,066 3,406,152
(Increase) decrease in restricted
cash equivalents (3,294,438) 2,730,810 11,020,089
Increase in mortgage notes receivable (1,910,357) (1,746,626) (1,896,178)
Increase in organization costs - (50,586) (262,976)
Increase in interest receivable (2,553,732) (2,371,476) (1,324,146)
(Increase) decrease in other assets (55,000) - 261,531
Decrease (increase) in development
fee receivable - 402,133 (402,133)
Increase in commission receivable (17,392) - -
(Increase) decrease in administrative
fee receivable (60,000) 81,250 (81,250)
(Decrease) increase in accounts payable (85,303) 33,754 68,750
Increase (decrease) in accrued
fees, partners 762,576 - (82,243)
Increase in accrued interest 38,023 65,576 169,100
(Decrease) increase in accrued
real estate taxes (146,972) 208,318 (1,223)
Increase in deposits 1,580,586 1,116,514 494,000
Increase in deferred income 1,287,166 2,170,057 1,198,851
----------- ----------- -----------
Net cash provided by
operating activities 765,988 1,696,727 9,694,241
----------- ----------- -----------
Cash Flow from Investing Activities:
Proceeds from sale of partnership interest - 2,990,000 -
Investments in and advances to affiliates (1,173,703) (6,060,945) (8,638,526)
----------- ----------- -----------
Net cash used in investing activities (1,173,703) (3,070,945) (8,638,526)
----------- ----------- -----------
Cash Flow from Financing Activities:
Proceeds from exercise of warrants 2,999,880 - -
Proceeds from loan payable - Sunrise 190,000 731,768 -
Distribution of interest on special units (1,914,202) - (963,870)
Proceeds from mortgage notes payable 753,962 4,480,000 660,000
Repayment of mortgage notes payable (4,953,515) (718,345) (225,430)
Increase in mortgage procurement cost (17,000) (35,701) -
----------- ----------- -----------
Net cash (used in) provided by
financing activities (2,940,875) 4,457,722 (529,300)
----------- ----------- -----------
(Decrease) increase in cash ( 3,348,590) 3,083,504 526,415
Cash at beginning of the period 3,635,578 552,074 25,659
----------- ----------- -----------
Cash at end of the period $ 286,988 $ 3,635,578 $ 552,074
=========== =========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 4,307,476 $ 4,381,188 $ 4,823,139
Real estate taxes $ 423,281 $ 185,377 $ 390,152
Supplemental Disclosure of Non-cash Activities:
Exercise of warrants $ 1,000,080 $ - $ -
<FN>
See notes to financial statements.
</FN>
</TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization
- ------------
Granite Development Partners, L.P., a Delaware Limited Partnership
("the Partnership"), was formed on November 15, 1993 to acquire,
develop, market and sell partnership properties, located
principally in Ohio and Nevada, and may include acting as a joint
venture partner with respect to certain properties. The
Partnership will terminate on December 31, 2013 or earlier upon
disposition of assets. The fiscal year-end of the Partnership is
January 31.
The sole general partner is FC-Granite, Inc., an Ohio corporation
("FC-Granite"). FC-Granite has made an initial capital
contribution of $300. FC-Granite is a wholly-owned subsidiary of
Sunrise Land Company ("Sunrise"), the land division subsidiary of
Forest City Enterprises, Inc. ("Forest City"). Sunrise made
an initial capital contribution of $100 and acted as the
original limited partner until the outstanding warrants to acquire
limited partnership interests were exercised on December 3, 1996.
When the first warrant was exercised, Sunrise withdrew as the original
limited partner. FC-Granite owns a 25% interest and the limited
partners own a 75% interest in the Partnership.
On December 3, 1996, FC-Granite exercised 9,000 warrants to purchase
limited partnership units, representing a 25% ownership of the limited
partnership units.
FC-Granite contributed properties with assigned values of
$7,234,482 and $2,765,518 of cash related to properties originally
intended to be contributed by FC-Granite but were sold prior to the
formation of the Partnership in exchange for $10,000,000 special
units valued at $1,111.11 per special unit. The historical cost
basis of the contributed properties was $4,097,400. Until the
senior notes payable are paid in full, $9,000,000 of the special
units bear interest at 10.83% and will be paid pari-passu with
interest on the senior notes payable and have accordingly been
treated as partners' special units and the remaining $1,000,000 has
been reflected as a capital contribution. The difference of
$3,137,082 between the partners' special units of $10,000,000 and
the historical cost basis of the contributed properties of
$4,097,400 and contributed cash of $2,765,518 is reflected as a
reduction of partners' equity for FC-Granite. The properties have
been presented at their historical cost basis because of the
affiliated ownership and common management of Sunrise, FC-Granite
and the Partnership.
Sunrise has withdrawn from the Partnership upon the exercising of
the warrants in fiscal 1996. With this change in the Partnership
structure, all profits will be allocated to FC-Granite, the
general partner, until all prior year losses initially allocated to
FC-Granite are recovered. As of January 31, 1997, $2,910,064 in
losses allocated to FC-Granite under the old Partnership structure
have not been recovered. Once FC-Granite recoups the full
allocation of losses from prior years as noted above, profits and
losses of the Partnership will be allocated in accordance with the
Partnership agreement.
Land Sales
- ----------
The Partnership follows the provisions of Statement of Financial
Accounting Standards No. 66, "Accounting for Sales of Real Estate",
for reporting the disposition of properties.
Land and Land Improvements
- --------------------------
Land and land improvements are recorded at cost. Upon sale, costs
will be reported in cost of sales using the specific identification
method. Land held for sale is recorded at the lower of carrying
amount or fair value less cost to sell.
Restricted Cash Equivalents
- ---------------------------
In accordance with the partnership agreement, the net proceeds of
the senior notes payable and warrants will be restricted to fund
the development of partnership properties and joint ventures. The
Partnership considers short-term commercial paper with maturities
of three months or less as cash equivalents.
Investments In Joint Ventures
- -----------------------------
The Partnership has invested in two joint ventures which have been
accounted for under the equity method. These investments are
recorded initially at cost and subsequently adjusted for net equity
in income (loss) and cash contributions and distributions.
The advances to the ventures represent loans which are to be repaid
within the next three years.
Mortgage Procurement Costs
- --------------------------
Mortgage procurement costs are being amortized over the life of the
debt.
Organization Costs
- ------------------
Costs incurred in connection with the organization of the
Partnership are deferred and amortized over five years using the
straight-line method.
Income Taxes
- ------------
No provision or benefit for income taxes is included in the
financial statements. Income taxes, if any, are the responsibility
of the individual partners.
Estimates
- ---------
The Partnership is required to make estimates and assumptions when
preparing its financial statements and accompanying notes in
conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
Deferred Income
- ---------------
Deferred income consists of fees and interest due from the joint
ventures accounted for under the equity method. The deferred
income will be recognized as the fees and interest capitalized on
the joint ventures is recognized as cost of sales by the joint
ventures.
Fair Value of Financial Instruments
- -----------------------------------
The Partnership's financial instruments consist principally of
cash, restricted cash, mortgage notes receivable, accounts
receivable, accounts payable and accrued expenses in which the fair
value of these financial instruments approximates the carrying value.
The Partnership determined the estimated fair value of its debt by
aggregating the various types (i.e. fixed rate versus variable rate
debt) and discounting future cash payments at interest rates that
the Partnership believes approximates the current market. There
was no material difference in the carrying amount and the estimated
fair value of the Partnership's total debt.
New Accounting Standard
- -----------------------
Effective February 1, 1996, the Partnership adopted the provisions of
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires
that long-lived assets to be held and used or disposed of should be
reviewed for impairment whenever events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable. The
Partnership adopted SFAS No. 121 and determined that no impairment
loss is required to be recognized for land and land improvements to
be disposed of in the current year.
NOTE B - SENIOR NOTES PAYABLE
The Partnership has issued unsecured senior notes payable ("Senior
Notes") limited to the aggregate principal amount of $36,000,000.
The Senior Notes bear interest at a fixed annual rate of 10.83%,
payable semi-annually, and include a negative pledge covenant
relating to the assets and operations of the Partnership, allowing
only a collateralized working capital line not to exceed $5,000,000
and subordinated indebtedness of $5,000,000. Commencing May 15,
1995 and until such time as the principal of the Senior Notes and
interest thereon is repaid in full, 100% of the cash flow of the
Partnership, as defined, shall be applied to repay the Senior
Notes. The Senior Notes will mature on November 15, 2003, but are
subject to earlier redemption.
Additionally, the Partnership may defer two interest payments if
minimum working capital, as defined, falls below $5,000,000.
During the period interest payments are deferred, interest shall
accrue at 12.83% and shall remain at that level until all deferred
interest and interest thereon has been paid.
NOTE C - WARRANTS
In connection with the issuance of the Senior Notes, the
Partnership sold pro-rata to the purchasers of the Senior Notes
36,000 warrants at $27.78 to purchase limited partnership units.
Each warrant represented the right to purchase one limited
partnership unit at an exercise price of $83.33. On December 3,
1996, all 36,000 warrants were exercised.
NOTE D - PARTNERS' SPECIAL UNITS
Until the senior notes payable are paid in full, $9,000,000 of the
partners' special units bear interest at 10.83% and will be paid
pari-passu with interest on the Senior Notes. Interest incurred on
the partners' special units for the years ended January 31, 1997
and 1996, totalled $985,530 and $963,870, respectively. Interest
incurred from November 15, 1993 (inception) through January 31,
1995, totalled $1,172,348. During the years ended January 31, 1997
and 1995, respectively, $1,914,202 and $963,870 of the interest
earned was distributed to FC-Granite, the holder of the partners'
special units. As of January 31, 1997, $243,676 of the interest
earned on the special units is undistributed and will be
distributed pari-passu with the interest on the Senior Notes when
funds are available.
NOTE E - MORTGAGE NOTES PAYABLE
The Partnership entered into mortgage notes payable aggregating
$597,510 and $1,110,025 at January 31, 1997 and 1996, respectively,
to purchase certain properties. Amounts borrowed of $597,510 bear
interest at a fixed rate of 8% per annum. The notes payable are
collateralized by mortgages on the properties. Principal and
interest are generally payable one year after the date of the notes
payable.
Aggregate annual principal payments for the next four years are:
1997 - $275,430; 1998 - $202,080; 1999 - $120,000; 2000 -$-0-.
During the year ended January 31, 1997, the Partnership entered
into a construction loan agreement secured by a promissory note in
an amount not to exceed $1,600,000. The note bears interest at the
prime rate (8.25% at January 31, 1997) and matures on August 1,
1998. As of January 31, 1997, the outstanding balance related to
this loan was $312,962. The loan was established for the funding
of the Fairfax Meadows development.
The Partnership held a mortgage note payable aggregating $4,000,000
during the year ended January 31, 1996. The note was
collateralized by a mortgage on the 194th Street Property. On
October 2, 1996, the 194th Street Property was sold to a third
party purchaser. The purchaser assumed the $4,000,000 note payable
and there is no recourse to the Partnership.
NOTE F - TRANSACTIONS WITH AFFILIATES
FC-Granite and Sunrise are reimbursed for all direct costs of
operations of the Partnership's affairs and development activities.
FC-Granite is paid a monthly administrative fee as compensation for
its services in administering the business of the partnership which
is equal to one-sixth of 1% of the book value of the partnership
properties, as defined. Total administrative fees accrued for the
years ended January 31, 1997 and 1996, were $357,122 and $853,097,
respectively. Total administrative fees accrued from November 15,
1993 (inception) through January 31, 1995, were $1,059,631. The
Partnership paid administrative fees of $212,664, $853,097, and
$992,049 during the years ended January 31, 1997, 1996, and 1995,
respectively.
Pursuant to a management agreement, Sunrise is paid a semi-annual
development fee equal to 4% of gross revenues as compensation for
its services in managing the development of the partnership
properties. Total development fees accrued for the years ended
January 31, 1997 and 1996, were $580,304 and $449,754,
respectively. Total development fees accrued from November 15,
1993 (inception) through January 31, 1995, were $493,839. The
Partnership paid development fees of $250,641, $449,754, and $437,499
during the years ended January 31, 1997, 1996, and 1995, respectively.
In addition, real estate commissions to FC-Granite accrued for the
years ended January 31, 1997 and 1996, were $507,766 and $393,534,
respectively. Total real estate commissions accrued from November
15, 1993 (inception) through January 31, 1995, were $432,110. Real
estate commissions paid during the years ended January 31, 1997,
1996, & 1995, were $219,311, $393,534, and $382,812, respectively.
Pursuant to the Amended and Restated Silver Canyon Partnership
agreement, the Partnership is to receive a monthly administrative
fee in the amount of $5,000. The revision of the fee to $15,000
per month was restated to the original $5,000 per month. Total
fees earned for the year ended January 31, 1997, were $60,000.
In addition, the Partnership is to receive a commission equal to 1%
of gross sales, as defined in the Amended and Restated Silver
Canyon Partnership agreement, as compensation for its services in
conducting marketing and sales duties and authorization of sales
contracts. Commissions of $192,588 were earned during the year
ended January 31, 1997.
The Partnership has advanced $20,710,431 at January 31, 1997 and
$19,443,198 at January 31, 1996 to its joint ventures (see Note H).
Interest earned on the advances were $2,058,260 and $1,883,707 for
the years ended January 31, 1997 and 1996, respectively. Interest
earned from November 15, 1993 (inception) through January 31, 1995
totalled $873,157. Of the total interest earned of $4,815,124,
$37,550 has been repaid and $4,738,685 was originally recorded as
deferred income. For the years ended January 31, 1997 and 1996,
$644,104 and $87,084 have been recognized as income.
FC-Granite purchased $9,000,000 of the Senior Notes and 9,000 of
the warrants. As of January 31, 1995, FC-Granite sold $9,000,000
of the Senior Notes to other investors. During the year ended
January 31, 1997, FC-Granite exercised the 9,000 warrants.
During the years ended January 31, 1997 and 1996, Sunrise loaned
the Partnership $190,000 and $731,768, respectively, to fund
additional development expenditures at the Silver Canyon project.
The loan bears interest at 10% and will be paid back when excess
funds are available.
Included in restricted cash equivalents and deposits at January 31,
1997 and 1996, is $3,124,950 and $1,102,514, respectively, which
represents sales proceeds invested on behalf of Eaton Estate
Partnership in short-term commercial paper. The funds, together
with interest earned, will be returned to the Eaton Estate
Partnership as funding of development expenditures is needed.
NOTE G - GAIN ON SALE OF PARTNERSHIP INTEREST
Silver Canyon, a Nevada limited partnership, was originally owned
55% by the Partnership and 45% by Silver Canyon Corporation
("SCC"). On January 30, 1996, the Partnership sold 21 2/3%
interest in Silver Canyon (the "Partnership Interest") to American
Nevada Seven Hills Limited Partnership, a Nevada limited
partnership and subsidiary of American Nevada Corporation, a Nevada
corporation ("ANC"), for $2,990,000. The Partnership recorded a
gain of $2,144,190 on the sale of the Partnership Interest during
the year ended January 31, 1996.
NOTE H - INVESTMENTS IN AND ADVANCES TO JOINT VENTURES
Through January 30, 1996, the Partnership had a 55% interest in
Silver Canyon Partnership. On January 30, 1996, the Partnership
sold 21 2/3% of its Partnership Interest in the Silver Canyon
Partnership to ANC. Prior to the sale, the Partnership's
investment in Silver Canyon Partnership at January 31, 1996 and
1995, was $2,147,055 and $1,808,461, respectively. Subsequent to
the sale, the Partnership's investment in Silver Canyon Partnership
at January 31, 1996, was $1,301,245. Pursuant to the Amended and
Restated Partnership Agreement, subsequent to the sale the
Partnership has a 33 1/3% interest in Silver Canyon Partnership.
The Partnership's investment in Silver Canyon Partnership at
January 31, 1997, was $2,929,217.
The Partnership has a 30% interest in Eaton Estate Partnership.
The Partnership's investment in Eaton Estate Partnership at January
31, 1997 and 1996, was $2,332,049 and $1,940,135, respectively.
The Partnership has also advanced $20,710,431 at January 31, 1997
and $19,443,198 at January 31, 1996 to the partnerships. The
balance funded by the Partnership to the Silver Canyon Partnership
as of January 31, 1996 was $19,443,198. Pursuant to the Amended
and Restated Partnership agreement for the Silver Canyon
Partnership, the Partnership's original obligation to make loans to
Silver Canyon Partnership was capped at the current level of
funding at January 31, 1996. The agreement also provides that the
Partnership is to provide up to two-thirds of $9,000,000 as
additional loans as funds are required. Funds advanced to Silver
Canyon Partnership as of January 31, 1996, bear interest at ten
percent (10%) and funds advanced subsequent to January 31, 1996
bear interest at the rate of prime plus 1 3/4% (8.25% at January
31, 1997). Funds advanced to Eaton Estate Partnership bear
interest at prime plus three percent (3%). Shown below is
summarized financial information relative to the partnerships.
<TABLE>
<CAPTION>
Balance Sheet January 31, January 31,
------------- 1997 1996
----------- -----------
<S> <C> <C>
Assets, primarily undeveloped land $63,987,341 $62,746,954
Liabilities, primarily long-term debt 49,202,632 51,832,621
----------- -----------
Partners' equity 14,784,709 10,914,333
Less: Outside partners' equity 9,523,443 7,672,953
----------- -----------
Investment in Joint Ventures $ 5,261,266 $ 3,241,380
=========== ===========
</TABLE>
For the year ended January 31, 1997, the Silver Canyon Partnership
generated income of $2,595,760, of which $1,627,972 has been
recorded by the Partnership under the equity method. For the year
ended January 31, 1996, the Silver Canyon Partnership generated
income of $615,625, of which $338,594 has been recorded by the
Partnership under the equity method.
For the year ended January 31, 1997, the Eaton Estate Partnership
generated income of $1,261,003 primarily from the proceeds from
sales of developed property offset by real estate taxes,
commissions, interest and other miscellaneous expenses, of which
$378,301 has been recorded by the Partnership under the equity
method. For the year ended January 31, 1996, the Eaton Estate
Partnership generated income of $1,462,021 of which $438,606 has
been recorded by the Partnership under the equity method.
NOTE I - PARTICIPATION IN CASH FLOWS
Once the senior notes payable and partners' special units have been
paid in full and the capital accounts of the general and limited
partners have been repaid, FC-Granite will receive distributions of
25% of available cash, as defined.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Silver Canyon Partnership
We have audited the accompanying balance sheets of Silver Canyon
Partnership (A Nevada General Partnership) as of January 31, 1997
and 1996, and the related statements of operations, changes in
partners' equity, and cash flows for each of the three years in the
period ended January 31, 1997 and the financial statement schedules
listed in the Index at Item 14 (a) (3) of this Form 10-K. These
financial statements and financial statement schedules are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements and
financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 Silver
Canyon Partnership as of January 31, 1997 and 1996, and the results
of its operations and its cash flows for each of the three years in
the period ended January 31, 1997, in conformity with generally
accepted accounting principles. In addition, in our opinion, the
financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required
to be included therein.
/S/ Coopers & Lybrand, L.L.P.
-----------------------------
Coopers & Lybrand, L.L.P.
Cleveland, Ohio
April 30, 1997
<TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
BALANCE SHEETS
<CAPTION>
January 31,
------------------------------
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
- ------
LAND $ 21,202,006 $23,050,271
LAND IMPROVEMENTS 30,007,910 28,015,814
------------ -----------
51,209,916 51,066,085
RESTRICTED CASH 189,666 219,935
MORTGAGE NOTES RECEIVABLE 963,032 1,537,781
OTHER ASSETS
Mortgage procurement costs, net of
accumulated amortization of
$220,931 at January 31, 1997 and
$73,334 at January 31, 1996 221,862 256,666
Organization costs, net of
accumulated amortization of
$73,312 at January 31, 1997 and
$37,314 at January 31, 1996 152,850 217,836
Fixed assets, net of accumulated
depreciation of $6,096 at
January 31, 1997 and $3,658
at January 31, 1996 8,239 10,677
Cash 302,081 173,467
Funds in escrow 1,311,087 670,000
Other assets 137,689 48,384
----------- -----------
2,133,808 1,377,030
----------- -----------
$54,496,422 $54,200,831
=========== ===========
LIABILITIES AND
PARTNERS' EQUITY
- ----------------
LOAN PAYABLE - GMAC $14,672,880 $24,185,691
LOAN PAYABLE - GRANITE 20,710,431 19,443,198
LOAN PAYABLE - ANC 2,140,336 1,650,000
OTHER LIABILITIES
Accounts payable, trade 3,290,935 1,448,030
Accounts payable,
management fee 326,667 -
Accrued interest payable 5,099,891 2,933,916
Accrued development fees,
partners 666,013 -
Accrued commissions 78,109 -
Accrued expenses 107,960 -
Accrued salaries 211,551 132,946
Accrued real estate taxes 33,063 69,224
Deposits 430,000 605,000
Deferred income 400,000 -
----------- -----------
10,644,189 5,189,116
ADVANCE TO PARTNER (580,000) (580,000)
PARTNERS' EQUITY 6,908,586 4,312,826
----------- -----------
6,328,586 3,732,826
----------- -----------
$54,496,422 $54,200,831
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
STATEMENTS OF OPERATIONS
<CAPTION>
For the year For the year For the year
ended ended ended
January 31, January 31, January 31,
1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
REVENUES
Sales of developed
property $ 15,028,556 $ 2,941,692 $ -
Grading revenue 210,426 87,637 -
Cost of sales (10,693,499) (1,768,314) -
------------ ----------- -----------
4,545,483 1,261,015 -
Other 180,373 132,033 32,074
------------ ----------- -----------
4,725,856 1,393,048 32,074
------------ ----------- -----------
EXPENSES
Interest expense - 221 300,306
Fees, partners 120,000 75,000 75,000
Commissions 1,054,765 126,976 -
Salaries and benefits 78,605 35,893 106,098
Legal and professional 132,131 95,842 -
Travel and entertainment 56,398 106,703 27,261
Real estate taxes - - 49,441
Operating and other 502,164 231,215 147,703
Depreciation and
amortization 186,033 105,573 8,733
------------ ----------- -----------
2,130,096 777,423 714,542
------------ ----------- -----------
NET INCOME (LOSS) $ 2,595,760 $ 615,625 $ (682,468)
============ =========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY
<CAPTION>
Granite
Silver
Silver Development American
Canyon Partners, Nevada
Corporation L.P. Corporation Total
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Balance at January 31, 1994 $3,195,851 $1,183,818 $ - $4,379,669
(unaudited)
Contribution - 1,000,000 - 1,000,000
Distribution (1,000,000) - - (1,000,000)
Net loss (307,111) (375,357) - (682,468)
----------- ---------- ---------- ----------
Balance at January 31, 1995 1,888,740 1,808,461 - 3,697,201
Net income 277,031 338,594 - 615,625
----------- ---------- ---------- ----------
Subtotal 2,165,771 2,147,055 - 4,312,826
Purchase of partnership
interest by ANC (561,496) (845,810) 1,407,306 -
----------- ---------- ---------- ----------
Subtotal 1,604,275 1,301,245 1,407,306 4,312,826
Advance to Partner (580,000) - - (580,000)
----------- ---------- ---------- ----------
Balance at January 31, 1996 1,024,275 1,301,245 1,407,306 3,732,826
Net income 905,397 1,627,972 62,391 2,595,760
----------- ---------- ---------- ----------
Balance at January 31, 1997 $1,929,672 $2,929,217 $1,469,697 $6,328,586
=========== ========== ========== ==========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
STATEMENTS OF CASH FLOWS
<CAPTION>
For the year For the year For the year
ended ended ended
January 31, January 31, January 31,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flow from Operating Activities:
Net income (loss) $ 2,595,760 $ 615,625 $ (682,468)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 186,033 105,573 8,733
Write off of organization costs 28,988 - -
Changes in operating assets and liabilities:
Increase in land and
land improvements (143,831) (15,537,736) (12,204,351)
Decrease (increase) in mortgage
notes receivable 574,749 (1,537,781) -
Decrease (increase) in
restricted cash 30,269 (219,935) -
Increase in organization costs - (64,623) (190,527)
Decrease (increase) in accounts
receivable - 43,048 (43,048)
Increase in funds in escrow (641,087) (670,000) -
Increase in other assets (89,305) (46,198) (2,186)
Increase (decrease) in accounts
payable - trade 1,842,905 (2,442,159) 3,888,167
Increase (decrease) in accounts
payable - management fee 326,667 (81,250) 75,000
Increase in accrued interest 2,165,975 2,033,293 790,812
Increase (decrease) in accrued
development fees, partners 666,013 (402,133) 402,133
Increase in accrued commissions 78,109 - -
Increase in accrued expenses 107,960 - -
Increase in accrued salaries 78,605 132,946 -
(Decrease) increase in accrued
real estate taxes (36,161) (87,188) 156,412
(Decrease) increase in deposits (175,000) 605,000 -
Increase in deferred income 400,000 - -
------------ ------------ ------------
Net cash provided by (used in)
operating activities 7,996,649 (17,553,518) (7,801,323)
------------ ------------ ------------
Cash Flow from Investing Activities:
Purchase of fixed assets - - (11,797)
------------ ------------ ------------
Net cash used in investing
activities - - (11,797)
------------ ------------ ------------
Cash Flow from Financing Activities:
Repayment of mortgage loans payable - (10,071,290) -
Repayment of notes payable - (3,191,074) -
Proceeds from notes payable - - 38,580
Proceeds from loan payable - GMAC 12,849,355 24,185,691 -
Repayment of loan payable - GMAC (22,362,166) - -
Proceeds from loan payable - GRANITE 1,267,233 6,058,962 7,779,236
Proceeds from loan payable - ANC 490,336 1,650,000 -
Partner capital contribution - - 1,000,000
Partner capital distribution - - (1,000,000)
Increase in mortgage procurement costs (112,793) (330,000) -
Advance to partner - (580,000) -
------------ ------------ ------------
Net cash (used in) provided
by financing activities (7,868,035) 17,722,289 7,817,816
------------ ------------ ------------
Increase in cash 128,614 168,771 4,696
Cash at beginning of the period 173,467 4,696 -
------------ ----------- ------------
Cash at end of the period $ 302,081 $ 173,467 $ 4,696
============ =========== ============
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 2,345,627 $ 1,778,518 $ 977,548
Real estate taxes $ 166,876 $ 248,445 $ 192,993
<FN>
See notes to financial statements.
</FN>
</TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
NOTES TO THE FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Organization
- ------------
Silver Canyon Partnership ("the Partnership"), was formed on
January 7, 1994 to acquire, own, plan, develop, operate, improve,
lease, manage, sell, finance and refinance and otherwise deal with
Partnership properties located in Henderson, Nevada. The
Partnership will terminate on December 31, 2013 or earlier upon
disposition of assets.
The original partners include Granite Silver Development Partners,
L.P., a Delaware Limited Partnership ("Granite"), and Silver Canyon
Corporation, a Nevada Corporation ("SCC"). Granite Development
Partners, L.P. owns approximately 100% of Granite. SCC has made an
initial capital contribution of land with an assigned value agreed
upon by the partners of $4,500,000. As of January 31, 1995,
Granite has made a total initial cash capital contribution of
$2,250,000. The cash from Granite's contribution was distributed
to SCC. Through January 30, 1996, Granite owned a 55% interest and
SCC owned a 45% interest in the Partnership. On January 30, 1996,
Granite sold to American Nevada Corporation ("ANC") a 21 2/3%
partnership interest in the Partnership. SCC sold to ANC a 11 2/3%
partnership interest in the Partnership. Upon the execution of the
Amended and Restated Partnership Agreement, ANC acquired interests
in the Partnership representing in the aggregate a 33 1/3%
interest.
Profits, losses and distributions are allocated to the partners as
provided in the Amended and Restated Partnership Agreement.
Land Sales
- ----------
The Partnership follows the provisions of Statement of Financial
Accounting Standards No. 66, "Accounting for Sales of Real Estate",
for reporting the disposition of properties.
Land and Land Improvements
- --------------------------
Land and land improvements are recorded at cost. Upon sale, costs
will be reported in cost of sales on the basis of the relative sales
value of each parcel. Land held for sale is recorded at the lower
of carrying amount or fair value less cost to sell.
Restricted Cash
- ---------------
Pursuant to the loan agreement with General Motors Acceptance
Corporation - Residential Funding Corporation ("GMAC"), a
restricted cash account was established to pay qualified project
expenditures as determined by GMAC.
Mortgage Procurement Costs
- --------------------------
Mortgage procurement costs are being amortized over the life of the
debt.
Organization Costs
- ------------------
Costs incurred in connection with the organization of the
Partnership are deferred and amortized over five years using the
straight-line method.
Fixed Assets
- ------------
Fixed assets are recorded at cost. Depreciation is provided on a
straight-line basis over the estimated useful lives of owned
assets.
Income Taxes
- ------------
No provision or benefit for income taxes is included in the
financial statements. Income taxes, if any, are the responsibility
of the individual partners.
Estimates
- ---------
The Partnership is required to make estimates and assumptions when
preparing its financial statements and accompanying notes in
conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
Deferred Income
- ---------------
Deferred income consists of revenue from sales recorded on an
option basis. The deferred income related to sales recorded on an
option basis will be recognized when the last option pertaining to
the sale of a parcel is exercised.
Fair Value of Financial Instruments
- -----------------------------------
The Partnership's financial instruments consist principally of
cash, restricted cash, mortgage notes receivable, accounts
receivable, accounts payable and accrued expenses in which the
fair value of these financial instruments approximate the carrying
value. The Partnership determined the estimated fair value of its
debt by aggregating the various types (i.e. fixed rate versus variable
rate debt) and discounting future cash payments at interest rates that
the Partnership believes approximates the current market. There
was no material difference in the carrying amount and the estimated
fair value of the Partnership's total mortgage debt.
New Accounting Standard
- -----------------------
Effective February 1, 1996, the Partnership adopted the provisions of
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires that
long-lived assets to be held and used or disposed of should be reviewed
for impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. The Partnership
adopted SFAS No. 121 and determined that no impairment loss is required
to be recognized for land and land improvements to be disposed of in
the current year.
Financial Statement Presentation
- --------------------------------
The unaudited financial statements for the period from January 7,
1994 (inception) to January 31, 1994 have been prepared in
accordance with the accounting policies described above and have
been presented pursuant to Rule 3-09, paragraph (b) of Regulation
S-X. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair
presentation of the financial statements for the period from
January 7, 1994 (inception) to January 31, 1994 have been made.
NOTE B - MORTGAGE, LOAN AND OTHER NOTES PAYABLE
During the year ended January 31, 1996, the Partnership repaid
seven mortgage notes payable in the aggregate amount of $10,071,290
that were initially entered into to purchase certain properties.
The interest rates on the mortgage notes were fixed between 8% and
12% per annum. Additionally, the Partnership repaid a note in the
amount of $3,152,494 due to a third party vendor. The note was
non-interest bearing. The Partnership also repaid miscellaneous
notes payable in the aggregate amount of $38,580. The notes were
repaid in advance together with all accrued interest.
The Partnership entered into a loan agreement with GMAC, whereupon
all existing mortgage and notes payable, together with accrued
interest, were repaid from the initial advance. Under the
agreement, GMAC will also fund development expenditures of the
property. GMAC has agreed, in accordance with the loan agreement,
to make loans to the Partnership in an aggregate amount not to
exceed $26,000,000. The loan bears interest at one and three-
fourths percent above the prime rate (8.25% at January 31, 1997).
The loan is due on June 7, 1998. Subsequently, the Partnership
entered into an amended loan agreement with GMAC increasing the
amount of funding available to $30,000,000. The additional
$4,000,000 is available to fund development expenditures related to
specific parcels of land that are to be fully developed by the
Partnership prior to sale to a third party. Interest on the
outstanding principal balance is due and payable monthly in
arrears.
NOTE C - TRANSACTIONS WITH AFFILIATES
Granite and SCC are reimbursed for all direct costs of operations
of the Partnership's affairs and development activities.
Pursuant to the Amended and Restated Silver Canyon Partnership
agreement, Granite is to receive a monthly administrative fee in
the amount of $5,000 per month. Total fees accrued for the year
ended January 31, 1997, were $60,000.
Granite was paid a monthly administrative fee of $6,250 as
compensation for its services in administering the business of the
Partnership through January 31, 1996. Total administrative fees
incurred and paid for the year ended January 31, 1996 were $75,000.
Pursuant to the Amended and Restated Silver Canyon Partnership
agreement, SCC is to receive a monthly fee of $5,000 per month for
the coordination of the construction and operation of the golf
course. Total fees accrued for the year ended January 31, 1997,
were $60,000.
Pursuant to the Amended and Restated Partnership Agreement, as of
January 31, 1996, American Nevada Corporation ("ANC") will be paid
a fee equal to 4% of all project costs, as defined, incurred on
behalf of the Partnership, as compensation for its services in
managing the development of the Partnership Properties. Total
development fees incurred for the year ended January 31, 1997,
totalled $606,013. Development fees incurred are capitalized to
land held for development and written off through cost of sales as
sales of developed properties occur.
In addition, ANC shall be paid a fee equal to 4.5% of gross sales,
as defined, as compensation for its services in conducting
marketing and sales duties and authorization of sales contracts.
Total fees earned and paid to ANC as of January 31, 1997, totalled
$695,337. Also, in consideration of substantial pre-marketing
activities undertaken by SCC and other marketing activities
performed by Granite, each is to be paid a marketing fee of one
percent of gross sales. For the year ended January 31, 1997,
marketing fees earned by and paid to SCC and Granite were $166,840
and $192,588, respectively.
Granite has advanced $20,710,431 at January 31, 1997 and
$19,443,198 at January 31, 1996 to the Partnership. Pursuant to
the Amended and Restated Partnership agreement for the Silver
Canyon Partnership, Granite's original obligation to make
loans to Silver Canyon Partnership was capped at the current level
of funding at January 31, 1996. The agreement also provides that
Granite is to provide up to two-thirds of $9,000,000 as
additional loans as funds are required. Pursuant to the agreement,
Granite loaned the Partnership an additional $1,267,233 during the
year ended January 31, 1997. Funds advanced to Silver Canyon
Partnership as of January 31, 1996, bear interest at ten percent
(10%) and funds advanced subsequent to January 31, 1996 bear
interest at the rate of prime plus 1 3/4% (8.25% at January 31,
1997). In accordance with the Amended and Restated Partnership Agreement,
the loans have no maturity date and will be repaid through the
distribution of cash flow. Total interest incurred on the loans
amounted to $2,058,260 and $1,883,707 for the years ended January
31, 1997 and 1996, respectively.
Pursuant to the Amended and Restated Partnership Agreement, the
Partnership advanced to SCC $580,000 on January 30, 1996. The
advance is non-interest bearing and will be repaid from future cash
flow distributions. Accordingly, the advance has been reflected as
a reduction of partners' equity.
In addition, pursuant to the Amended and Restated Partnership
Agreement, ANC loaned to the Partnership $1,650,000 as of January
31, 1996. The loan bears interest at one and three-fourths percent
above the prime rate and will be repaid through the distribution of
cash flow. The agreement also provides that ANC is to provide up
to one-third of $9,000,000 as additional loans as funds are
required. Pursuant to the agreement, ANC loaned the Partnership an
additional $490,336 during the year ended January 31, 1997.
NOTE D - CAPITALIZED INTEREST AND REAL ESTATE TAXES
Interest expense and real estate tax expense allocated to land held
for development is capitalized. For the years ended January 31,
1997 and 1996, total interest charges were $4,511,602 and
$3,811,811 of which $4,511,602 and $3,811,590 were capitalized,
respectively. For the years ended January 31, 1997 and 1996, total
real estate taxes were $104,601 and $161,257, respectively, of
which $104,601 was capitalized at January 31, 1997 and $161,257 was
capitalized at January 31, 1996.
Item 9. Changes in and Disagreements with Accountants on
- ---------------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
None
PART III
--------
Item 10. Directors and Executive Officers of the General Partner of
- -------------------------------------------------------------------
the Registrant
--------------
<TABLE>
The following table sets forth the names of the officers and
directors of the General Partner:
<CAPTION>
NAME OFFICE
---- ------
<S> <C> <C>
Robert F. Monchein President
Samuel H. Miller Vice President, Director
Thomas G. Smith Secretary
Nathan Shafran Treasurer
Albert B. Ratner Director
Charles A. Ratner Director
</TABLE>
Robert F. Monchein, age 52, is the President of the General
Partner and Sunrise. Mr. Monchein joined Forest City in 1979 and
assumed the office of President of Sunrise in 1983.
Samuel H. Miller, age 75, is the Vice President of the General
Partner and Sunrise. Mr. Miller is also a director of the General
Partner and Sunrise. Mr. Miller joined Forest City in 1945 and
assumed the office of Vice President of Sunrise in 1986.
Thomas G. Smith, age 56, is the Secretary of the General
Partner. Mr. Smith joined Forest City in 1985 as Senior Vice
President and Chief Financial Officer.
Nathan Shafran, age 83, is the Treasurer of the General
Partner. Mr. Shafran joined Forest City in 1939 and is currently
Vice Chairman of the Board of Directors.
Albert B. Ratner, age 69, is a Director of the General Partner
and Sunrise. Mr. Ratner joined Forest City in 1951 and has served
as Chief Executive Officer and Vice Chairman of the Board since
1993. Mr. Ratner is also a director of American Greetings
Corporation.
Charles A. Ratner, age 55, is a Director of the General
Partner. Mr. Ratner joined Forest City in 1966 and has served as
its President and Chief Operating Officer since 1993.
Item 11. Executive Compensation
- --------------------------------
The officers and directors of the General Partner are neither
employed by nor compensated by the Partnership. All compensation
paid to affiliates of the General Partner are defined in a
management agreement between the Partnership and Sunrise Land
Company, an affiliate of the General Partner.
Item 12. Security Ownership of Certain Beneficial Owners and
- ------------------------------------------------------------
Management
----------
None
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
There are certain family relationships among the executive
officers of Forest City, Sunrise and the General Partner. Charles
A. Ratner is the brother of James A. Ratner and Ronald A. Ratner,
and the cousin of Albert B. Ratner.
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on
- ----------------------------------------------------------------
Form 8-K
--------
(a) (1) The following financial statements of Granite
Development Partners, L.P. and the report of the
independent accountants are included in Part II, Item 8:
Report of Independent Accountants
Financial Statements:
Balance Sheets - January 31, 1997 and 1996.
Statements of Operations for the years ended
January 31, 1997, 1996, and 1995.
Statements of Changes in Partners' Deficit for the
years ended January 31, 1997, 1996, and 1995.
Statements of Cash Flows for the years ended
January 31, 1997, 1996, and 1995.
Notes to Financial Statements
(a) (2) The following financial statements of Silver Canyon
Partnership and the report of the independent
accountants are included:
Report of Independent Accountants
Financial Statements:
Balance Sheets - January 31, 1997 and 1996.
Statements of Operations for the years ended
January 31, 1997, 1996, and 1995.
Statements of Changes in Partners' Equity for
the years ended January 31, 1997, 1996, and
1995.
Statements of Cash Flows for the years ended January
31, 1997, 1996, and 1995.
Notes to Financial Statements
(a) (3) The following financial statement schedules are included
in Part IV, Item 14(d):
Schedule III-Real Estate and Accumulated Depreciation
Schedules other than those listed above are omitted for
the reason that they are not required or are not
applicable, or the required information is shown in the
financial statements or notes thereto.
(a) (4) Exhibits:
No. 3.1 Summary of the Partnership Agreement of
Limited Partnership adopted November 15, 1993
was filed with the Registration Statement on
Form S-11 filed with the Commission on
November 4, 1994 and is hereby incorporated by
reference.
No. 4.1 The Prospectus for the S-11 offering of 36,000
warrants and partnership units and the
Prospectus for the S-4 Offer to Exchange
Senior Notes was filed with the Commission on
November 4, 1994 and is hereby incorporated by
reference.
No. 5.1 The Prospectus for the Post-Effective Amendment
No. 1 to the Registration Statement on Form
S-11 was filed with the Commission on September
6, 1996 and is hereby incorporated by
reference.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant
during the last quarter of the period covered by this
report.
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.
Granite Development Partners, L.P.
----------------------------------
(Registrant)
DATE: April 30, 1997 /s/ Robert F. Monchein
-------------- ----------------------
Robert F. Monchein
President
FC-Granite, Inc., the general partner
of Granite Development Partners, L.P.
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.
Principal Executive Officer:
/s/ Robert F. Monchein President, FC-Granite, Inc., Date:April 30, 1997
- ---------------------- the general partner of Granite --------------
Robert F. Monchein Development Partners, L.P.
Principal Financial and
Accounting Officer:
/s/ Mark A. Ternes Controller, FC-Granite, Inc., Date:April 30, 1997
- ------------------ the general partner of Granite --------------
Mark A. Ternes Development Partners, L.P.
/s/ Samuel H. Miller Vice President, Director Date:April 30, 1997
- -------------------- --------------
Samuel H. Miller
/s/ Thomas G. Smith Secretary Date:April 30, 1997
- ------------------- --------------
Thomas G. Smith
/s/ Nathan Shafran Treasurer Date:April 30, 1997
- ------------------ --------------
Nathan Shafran
/s/ Director Date:
- ------------------- --------------
Albert B. Ratner
/s/ Charles A. Ratner Director Date:April 30, 1997
- --------------------- --------------
Charles A. Ratner
<TABLE>
Granite Development Partners, L.P.
Schedule III - Real Estate Owned
<CAPTION>
Amount of Initial cost Cost capitalized
encumbrance to Company subsequent to acquisition
at January 31, ----------------------------- ---------------Carrying--
Description of property 1997 (A) Land Improvements Improvements Costs
- ----------------------- ------------- ----------- -------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Undeveloped land, North Miami Beach, Florida $ $ 9,712,620 $ -
Developed and undeveloped land, Kirtland and
Kirtland Hills, Ohio 1,660,876 503,815
Undeveloped commercial land, Strongsville, Ohio 617,957 20,586
Undeveloped commercial land, Parma, Ohio 554,664 9,373
Undeveloped land, Middleburg Heights, Ohio 718,683 -
Undeveloped land, North Royalton, Ohio 232,049 606,895
Undeveloped land, Solon, Ohio 464,825 263,999
Undeveloped commercial land, North Olmsted, Ohio 305,923 37,658
Developed land, North Royalton, Ohio 160,397 -
Undeveloped land, Twinsburg, Ohio 237,510 1,179,875 80,879
Undeveloped land, Olmsted Falls, Ohio 1,102,526 -
Undeveloped land, Newbury Township, Ohio 460,842 415,875
Undeveloped land, Medina, Ohio 672,962 42,545 507,535
Undeveloped land, Medina, Ohio 131,382 29,831
Senior Notes Payable 36,000,000 -
----------- ----------- ----------- ---------- -----
$36,910,472 $17,345,164 $ - $2,476,446 $ -
=========== =========== =========== ========== =====
<FN>
(A) Land held by the unconsolidated joint ventures, included in Note G to the financial statements, also encumbered
by the senior notes payable totals $23,628,494.
</FN>
</TABLE>
<TABLE>
Granite Development Partners, L.P.
Schedule III - Real Estate Owned (continued)
<CAPTION>
Gross amount at which
carried at close of
January 31, 1997
--------------------------------------
Description of property Land Improvements Total(B)
- ----------------------- ---------- ------------ -----------
<S> <C> <C> <C>
Undeveloped land, North Miami Beach, Florida $ - - $ -
Developed and undeveloped land, Kirtland and
Kirtland Hills, Ohio 672,440 503,815 1,176,255
Undeveloped commercial land, Strongsville, Ohio 501,480 20,586 522,066
Undeveloped commercial land, Parma, Ohio 51,216 9,373 60,589
Undeveloped land, Middleburg Heights, Ohio - - -
Undeveloped land, North Royalton, Ohio 138,121 606,895 745,016
Undeveloped land, Solon, Ohio 509,538 263,999 773,537
Undeveloped commercial land, North Olmsted, Ohio 183,102 37,658 220,760
Developed land, North Royalton, Ohio 112,113 - 112,113
Undeveloped land, Twinsburg, Ohio 1,180,611 80,879 1,261,490
Undeveloped land, Olmsted Falls, Ohio - - -
Undeveloped land, Newbury Township, Ohio 385,687 415,875 801,562
Undeveloped land, Medina, Ohio 665,103 507,535 1,172,638
Undeveloped land, Medina, Ohio 72,808 29,831 102,639
Senior Notes Payable -
----------- ---------- -----------
$ 4,472,219 $2,476,446 $ 6,948,665
=========== ========== ===========
<FN>
(B) Reconciliations of total real estate carrying value are as follows:
1997 1996
----------- -----------
Balance at beginning of period $12,278,824 $13,415,890
Additions during period -
Improvements 2,406,596 1,185,587
Other acquisitions - 669,584
----------- -----------
14,685,420 15,271,061
----------- -----------
Deductions during period -
Cost of real estate sold (7,736,755) (2,992,237)
----------- -----------
Balance at end of period $ 6,948,665 $12,278,824
=========== ===========
</FN>
</TABLE>
<TABLE>
Silver Canyon Partnership
Schedule III - Real Estate Owned
<CAPTION>
Amount of Initial cost Cost capitalized
encumbrance to Company subsequent to acquisition
at January 31,----------------------------- ---------------Carrying---
Description of property 1997 Land Improvements Improvements Costs
- ----------------------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Developed land, Henderson, Nevada $14,672,880 $23,323,784 $30,007,910
----------- ----------- ------------ ----------- -----------
$14,672,880 $23,323,784 $ - $30,007,910 $ -
=========== =========== ============ =========== ===========
</TABLE>
<TABLE>
Silver Canyon Partnership
Schedule III - Real Estate Owned (continued)
<CAPTION>
Gross amount at which
carried at close of
January 31, 1997
--------------------------------------
Description of property Land Improvements Total(A)
- ----------------------- ----------- ------------ -----------
<S> <C> <C> <C>
Developed land, Henderson, Nevada $21,202,006 $30,007,910 $51,209,916
----------- ------------ -----------
$21,202,006 $30,007,910 $51,209,916
=========== ============ ===========
<FN>
(A) Reconciliations of total real estate carrying value are as follows:
1997 1996
----------- -----------
Balance at beginning of period $51,066,085 $35,528,349
Additions during period -
Improvements 10,837,330 17,306,050
Other acquisitions - -
----------- -----------
61,903,415 52,834,399
Deductions during period -
Cost of real estate sold (10,693,499) (1,768,314)
----------- -----------
Balance at end of period $51,209,916 $51,066,085
=========== ===========
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 286988
<SECURITIES> 0
<RECEIVABLES> 6323446
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6948665
<DEPRECIATION> 0
<TOTAL-ASSETS> 51540809
<CURRENT-LIABILITIES> 0
<BONDS> 36910472
0
0
<COMMON> 0
<OTHER-SE> 3724915
<TOTAL-LIABILITY-AND-EQUITY> 51540809
<SALES> 0
<TOTAL-REVENUES> 4630619
<CGS> 0
<TOTAL-COSTS> 2872669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4345499
<INCOME-PRETAX> 1261222
<INCOME-TAX> 0
<INCOME-CONTINUING> 1261222
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1261222
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
