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, 1998
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1250 Terminal Tower 50 Public Square Cleveland, Ohio 44113
- ---------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-416-6060
------------
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 properties.
Item 2. Properties
- -------------------
The following properties remain in the Partnership property
portfolio as of January 31, 1998:
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, 1 acre zoned Public
Facility remain.
Cambridge Park Located in North Royalton, Ohio. Consists of thirty-six (36)
one-half acre single family lots of which 15 lots are sold.
North Olmsted Located in North Olmsted, Ohio. Approximately ten (10) acres
Industrial Park 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. One (1) developed
lot in the Village of Kirtland Hills, Ohio (approximately 5
to 7 acres in size) remain; four (4) sublots in Phase
IIIC and one (1) sublot in Phase IIIB approximating two (2)
acres located in the city of Kirtland.
Silver Canyon Located in Henderson, Nevada. A 1,293 acre master planned
residential community currently under development. Consists
of 3,400 lots of which 1,581 lots are sold.
Eaton Estate Located in Sagamore Hills, Ohio. Consists of a 593 acre property
zoned for a planned unit development and 43 acres of land
zones for single family lots. Approximately 140 single
family lots and 19 acres of cluster remain.
SSK Parcels Located in Twinsburg, Ohio. Consists of 133 acres of unimproved
land. Being developed into a 174 lot single family
development of which 107 lots remain unsold.
Music Street Located in Newbury Township, Geauga County, Ohio. Consists of
thirty (30) three (3) acre lots of which 25 lots are sold.
Fairfax Meadow Located in Medina, Ohio. Consists of 73 acres zoned for 140
single family residential sublots of which 112 lots remain.
Item 3. Legal Proceedings
- --------------------------
The Partnership is involved in litigation related to its
operations. The Partnerships and several affiliates are defendants
in a proceeding arising out of the October 1996 sale of the 194th
Street property located in Miami Beach, Florida. The plaintiff is
a third-party broker seeking a commission on the premise that the
plaintiff initiated contact between the ultimate buyer and the
Partnership. In the opinion of management and legal counsel the
maximum damages based on the litigation proceedings is
approximately $400,000. However, the Partnership and other
defendants deny that any commission has been earned by the
Plaintiff and legal counsel of the Partnership is seeking a summary
judgment seeking dismissal of the case.
Silver Canyon Partnership, a Nevada limited partnership owned
33.3% by the Partnership, is the owner and developer of an
approximately 1,300 acre master planned community located in
Henderson, Nevada. The property is being developed in conjunction
with a golf course. In August 1997, a class-action lawsuit was
filed by the current homeowners in Seven Hills against the Silver
Canyon Partnership, the golf course developers and the other
entities. In addition, a separate lawsuit was filed by some of the
production homebuilding companies at Seven Hills, against some of
the same parties. Both suits seek a commitment for public play on
the golf course, as well as damages. The Silver Canyon
Partnership and the Partnership are responding to both suits, and
are attempting to reach an appropriate resolution with all parties
involved. Sales efforts are continuing at the Seven Hills
development, and because these events are recent, it is not yet
possible to determine the extent of any impact on the Partnership's
financial performance. The Partnership and Silver Canyon
Partnership believes it has meritorious defenses to these claims
and intends to defend against them vigorously.
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, 1998.
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 Fiscal
1997* 1996** 1995*** 1994**** 1993*****
Operating Results ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Gross Sales $ 5,709,083 $12,367,374 $ 7,035,769 $ 8,506,100 $ 1,550,900
Net Income (Loss) $ (357,212) $ 966,815 $ (158,487) $(3,903,155) (863,561)
January 31, 1998 1997 1996 1995 1994
- ------------------- ----------- ----------- ----------- ----------- -----------
Financial Position
Total assets $48,015,304 $50,492,484 $49,013,469 $41,084,314 $43,669,534
Land and
land improvements $ 6,360,771 $ 6,948,665 $12,278,824 $13,415,890 $16,822,042
Restricted cash
equivalents $ 481,287 $ 4,602,891 $ 1,308,453 $ 4,039,263 $15,059,352
Investments in and
advances to joint
ventures $29,748,165 $25,866,537 $22,686,561 $16,694,226 $ 8,231,031
Long-term debt,
including mortgage
debt $37,242,514 $36,910,472 $41,110,025 $37,348,370 $36,913,800
<FN>
* Fiscal 1997 results are for the year ended January 31, 1998.
** 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,
1998 totaled $5,709,083 versus $12,367,374 for the year ended
January 31, 1997. The following significant sales occurred in
fiscal 1997: 1) 17 lots in the Ledges development phase 1A for
$952,000; 2) 10 lots in the Ledges phase 2A for $555,000; 3) a 6.11
acre parcel of Drake Estates in Strongsville for $366,792 4) 7
single family sublots in Cambridge Park for $348,250; 5) 6 lots in
the Ledges development for $336,000. The decrease in sales from
January 31, 1998 to January 31, 1997 was largely due to the sale of
the 194th Street parcel for $7,927,770 in fiscal 1996. This
significant transaction represented the last of the North Miami
Beach parcels.
Sales of developed property for the year ended January 31,
1997 totaled $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.
Eaton Estate Partnership, a joint venture of the Partnership
accounted for under the equity method, reported sales of $7,257,167
for the year ended January 31, 1998 versus sales of $9,328,118 for
the year ended January 31, 1997. The level of sales activity is
expected to continue to decrease in 1998 as there is a limited
amount of land remaining to be developed and sold. The Eaton
Estate Partnership 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 Silver Canyon Partnership, a joint venture of the
Partnership accounted for under the equity method, reported sales
of $23,911,279 for the year ended January 31, 1998 versus sales of
$15,028,556 and $2,941,692 for the years ended January 31, 1997 and
1996, respectively. The level of sales activity is expected to
remain strong in fiscal 1998.
As of January 31, 1998, the following significant sales were
under contract: nineteen lots of The Ledges subdivision located in
Twinsburg, Ohio for $1,078,020; 60 lots within the Silver Canyon
development in Henderson, Nevada for $2,562,000 and 46 sublots in
the Eaton Estate subdivision for $2,683,000. None of the contracts
are guaranteed to close.
Interest income totaled $1,150,137 for the year ended January
31, 1998 versus $1,165,599 for the year ended January 31, 1997.
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 decrease in interest income in fiscal 1997 is
mainly attributable to the paydown of notes receivable.
Interest income totaled $1,165,599 for the year ended January
31, 1997 versus $383,508 for the year ended January 31, 1996. 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.
Other income totaled $352,174 for the year ended January 31,
1998 versus $189,904 for the year ended January 31, 1997. Other
income is mainly comprised of commissions, deferred development
fees and management fees related to the Silver Canyon Partnership.
Commissions of $453,965 and $192,588 were recorded for the years
ended January 31,1998 and 1997, respectively. The Partnership
recognized development fee income of $290,685 and $126,990 for the
years ended January 31, 1998 and 1997, 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.
Other income totaled $189,904 for the year ended January 31,
1997 versus $117,936 for the year ended January 31, 1996.
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.
Partner fees totaled $746,638 for the year ended January 31,
1998 and $1,445,192 for the year ended January 31, 1997. Partner
fees are comprised of development fees, administrative fees and
commissions. Commissions and development fees were $510,624 and
$1,088,070 for the years ended January 31, 1998 and 1997,
respectively. The decrease in commissions and the recognition of
development fees is directly correlated to the decrease in sales
activity.
Operating and other expenses totaled $177,541 for the year
ended January 31, 1998 versus $515,445 for the year ended January
31, 1997 and $572,913 for the year ended January 31, 1996.
Operating and other expenses is mainly comprised of legal fees,
other professional fees, title fees and escrow fees. Legal and
professional fees decreased from $277,532 at January 31, 1997 to
$95,059 at January 31, 1998. Title and escrow fees decreased from
$139,112 at January 31, 1997 to $54,369 at January 31, 1998.
For the year ended January 31, 1998, the Partnership reported
net loss of $357,212 versus a net income of $966,815 for the year
ended January 31, 1997. The decrease in net income is the result
of a decrease in land sales revenues.
For the year ended January 31, 1997, the Partnership reported
net income of $966,815 versus net loss of $158,487 for the year
ended January 31, 1996. The increase in net income resulted from
an increase in land sales revenues. 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.
Financial Condition and Liquidity
The net cash provided by operating activities was $3,901,203
for the year ended January 31, 1998 versus cash provided of
$765,988 for fiscal 1996. The increase in net cash provided by
operating activities is mainly attributable to a decrease in
mortgage notes receivable and a decrease in restricted cash
equivalents.
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.
Net cash used in investing activities was $2,218,427 for the
year ended January 31, 1998 versus $1,173,703 for the year ended
January 31, 1997. The increase in funds used was mainly the result
of an increase in funds advanced for development expenditures at
the Silver Canyon property.
Net cash used in investing activities was $1,173,703 for the
year ended January 31, 1997 versus $3,070,945 for the year ended
January 31, 1996. The decrease in funds used is attributable to
the decrease in funds advanced for development expenditures at the
Silver Canyon property offset by the 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.
Net cash used in financing activities for the year ended
January 31, 1998, was $1,745,606 versus net cash used of $2,940,875
for the year ended January 31, 1997. The net cash used was mainly
attributable to the paydown of the loan from Sunrise Land Company
of $921,768, partially offset by proceeds from mortgage notes
payable of $922,472.
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 repayment of
mortgage notes payable 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.
The Partnership is involved in litigation related to its
operations. The Partnerships and several affiliates are defendants
in a proceeding arising out of the October 1996 sale of the 194th
Street property located in Miami Beach, Florida. The plaintiff is
a third-party broker seeking a commission on the premise that the
plaintiff initiated contact between the ultimate buyer and the
Partnership. In the opinion of management and legal counsel the
maximum damages based on the litigation proceedings is
approximately $400,000. However, the Partnership and other
defendants deny that any commission has been earned by the
Plaintiff and legal counsel of the Partnership is seeking a summary
judgment seeking dismissal of the case.
The Partnership owns a 33.3% interest in the Silver Canyon
Partnership ("Silver Canyon"). Silver Canyon is developing the
Seven Hills project, located in Henderson, Nevada, in conjunction
with a golf course. In August 1997, a class-action lawsuit was
filed by the current homeowners in Seven Hills against Silver
Canyon, the golf course developers and other entities. In
addition, a separate lawsuit was filed by some of the production
homebuilding companies at Seven Hills, against some of the same
parties. Both suits seek a commitment for public play on the golf
course, as well as damages. Silver Canyon and the Partnership are
responding to both suits, and are attempting to reach an
appropriate resolution with all parties involved. Sales efforts
are continuing at the Seven Hills development, and because these
events are recent, it is not yet possible to determine the extent
of any impact on the Partnership's or Silver Canyon's financial
performance. The Partnership and Silver Canyon believe they have
meritorious defenses to these claims and intends to defend against
them vigorously.
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 1998 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, 1998 and 1997, 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, 1998 and the
financial statement schedule listed in the Index at Item 14(a) (3)
of this Form 10-K. These financial statements and financial
statement schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule 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, 1998 and 1997, and the
results of its operations and its cash flows for each of the three
years in the period ended January 31, 1998, in conformity with
generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information
required to be included therein.
As discussed in Note J to the financial statements, the Partnership
corrected an error in accounting for interest income on certain
advances.
/S/ Coopers & Lybrand, L.L.P.
-----------------------------
Coopers & Lybrand, L.L.P.
Cleveland, Ohio
April 30, 1998
<TABLE>
GRANITE DEVELOPMENT PARTNERS, L.P.
(A Delaware Limited Partnership)
BALANCE SHEETS
<CAPTION>
January 31,
---------------------------
1998 1997
(Restated)
----------- -----------
<S> <C> <C>
ASSETS
- ------
LAND $ 3,081,890 $ 4,472,219
LAND IMPROVEMENTS 3,278,881 2,476,446
----------- -----------
6,360,771 6,948,665
RESTRICTED CASH EQUIVALENTS 481,287 4,602,891
MORTGAGE NOTES RECEIVABLE 3,149,565 6,323,446
INVESTMENTS IN AND ADVANCES TO
JOINT VENTURES 29,748,165 25,866,537
OTHER ASSETS
Mortgage procurement costs, net of
accumulated amortization of
$1,906,317 at January 31, 1998 and
$1,446,575 at January 31, 1997 374,284 826,126
Organization costs, net of
accumulated amortization of
$668,805 at January 31, 1998 and
$449,697 at January 31, 1997 79,312 298,420
Cash 224,158 286,988
Interest receivable 7,397,262 5,207,019
Other 80,500 55,000
Commission receivable - 17,392
Administrative fee receivable 120,000 60,000
----------- -----------
8,275,516 6,750,945
----------- -----------
$48,015,304 $50,492,484
=========== ===========
LIABILITIES
PARTNERS' SPECIAL UNITS
& PARTNERS' DEFICIT
- -----------------------
SENIOR NOTES PAYABLE $36,000,000 $36,000,000
MORTGAGE NOTES PAYABLE 1,242,514 910,472
LOAN PAYABLE - SUNRISE - 921,768
OTHER LIABILITIES
Accounts payable 463,373 48,632
Accrued fees, partners 207,145 935,796
Accrued interest 975,845 1,009,139
Accrued real estate taxes 143,899 134,913
Deposits 1,933,477 3,199,100
Deferred income 5,877,653 4,656,074
----------- -----------
9,601,392 9,983,654
PARTNERS' EQUITY (DEFICIT)
Partners' special units 9,000,000 9,000,000
Partners' deficit (7,828,602) (6,323,410)
------------ ------------
1,171,398 2,676,590
------------ ------------
$48,015,304 $50,492,484
============ ============
<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,
1998 1997 1996
(Restated) (Restated)
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES
Sales of developed property $ 5,709,083 $12,367,374 $ 7,035,769
Cost of sales (3,621,063) (7,736,755) (2,992,237)
------------ ------------ ------------
2,088,020 4,630,619 4,043,532
Interest 1,150,137 1,165,599 383,508
Commission 453,965 192,588 98,759
Other 352,174 189,904 117,936
------------ ------------ ------------
4,044,296 6,178,710 4,643,735
------------ ------------ ------------
EXPENSES
Interest 4,251,226 4,345,499 4,446,764
Fees, partners 746,638 1,445,192 1,696,385
Real estate taxes 210,453 276,309 393,695
Operating and other 177,541 515,445 572,913
Amortization 678,851 635,723 613,855
------------ ------------ ------------
6,064,709 7,218,168 7,723,612
------------ ------------ ------------
(2,020,413) (1,039,458) (3,079,877)
Gain on sale of partnership
interest - - 2,144,190
Income from joint
ventures 1,663,201 2,006,273 777,200
------------ ----------- ------------
NET INCOME (LOSS) $ (357,212) $ 966,815 $ (158,487)
<FN>
See notes to financial statements.
</FN>
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, 1995
as previously reported $(35,252) $ (8,814,285) $ - $(8,849,537)
Restatement of
interest income (Note J) (3,680) (364,279) - (367,959)
--------- ------------- ----------- ------------
Balance at January 31, 1995
(Restated) (38,932) (9,178,564) - (9,217,496)
Net loss (restated) (1,585) (156,902) - (158,487)
--------- ------------- ----------- ------------
Balance at January 31, 1996 (40,517) (9,335,466) - (9,375,983)
Capital contribution -
exercise of warrants - - 3,999,960 3,999,960
Withdrawal of original
limited partner 40,517 (40,517) - -
Distribution of interest
on special units - (1,914,202) - (1,914,202)
Net income (restated) - 966,815 - 966,815
--------- ------------- ----------- ------------
Balance at January 31, 1997 - (10,323,370) 3,999,960 (6,323,410)
Distribution of interest
on special units - (1,147,980) - (1,147,980)
Net loss - (89,303) (267,909) (357,212)
--------- ------------- ------------ ------------
Balance at January 31, 1998 $ - $(11,560,653) $ 3,732,051 $(7,828,602)
========= ============= ============ ============
<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,
1998 1997 1996
(Restated) (Restated)
------------ ------------ -------------
<S> <C> <C> <C>
Cash Flow from Operating Activities:
Net (loss) income $ (357,212) $ 966,815 $ (158,487)
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Amortization 678,851 635,723 613,855
Loss from joint ventures (1,663,201) (2,006,273) (777,200)
Gain on sale of partnership interest - - (2,144,190)
Changes in operating assets and liabilities:
Decrease in land and land improvements 587,894 5,330,159 1,137,066
Decrease (increase) in restricted
cash equivalents 4,121,604 (3,294,438) 2,730,810
Decrease (increase) in mortgage
notes receivable 3,173,881 (1,910,357) (1,746,626)
Increase in organization costs - - (50,586)
Increase in interest receivable (2,190,243) (2,259,325) (1,985,517)
Increase in other assets (25,500) (55,000) -
Decrease in development
fee receivable - - 402,133
Decrease (increase) commission receivable 17,391 (17,392) -
(Increase) decrease in administrative
fee receivable (60,000) (60,000) 81,250
Increase (decrease) in accounts payable 414,741 (85,303) 33,754
(Decrease) increase in accrued
fees, partners (728,651) 762,576 -
(Decrease) increase in accrued interest (33,294) 38,023 65,576
Increase (decrease) in accrued
real estate taxes 8,986 (146,972) 208,318
(Decrease) Increase in deposits (1,265,623) 1,580,586 1,116,514
Increase in deferred income 1,221,579 1,287,166 2,170,057
------------ ----------- -----------
Net cash provided by
operating activities 3,901,203 765,988 1,696,727
------------ ----------- -----------
Cash Flow from Investing Activities:
Proceeds from sale of partnership interest - - 2,990,000
Distribution from (contributions to) 642,600 93,530 - affiliates
Investments in and advances to affiliates (2,861,027) (1,267,233) (6,060,945)
----------- ----------- -----------
Net cash used in investing activities (2,218,427) (1,173,703) (3,070,945)
----------- ----------- -----------
Cash Flow from Financing Activities:
Proceeds from exercise of warrants - 2,999,880 -
Proceeds from loan payable - Sunrise - 190,000 731,768
Repayment of loan payable - Sunrise (921,768) - -
Distribution of interest on special units (1,147,980) (1,914,202) -
Proceeds from mortgage notes payable 922,472 753,962 4,480,000
Repayment of mortgage notes payable (590,430) (4,953,515) (718,345)
Increase in mortgage procurement cost (7,900) (17,000) (35,701)
----------- ----------- ----------
Net cash (used in) provided by
financing activities (1,745,606) (2,940,875) 4,457,722
----------- ----------- ----------
(Decrease) increase in cash (62,830) (3,348,590) 3,083,504
Cash at beginning of the period 286,988 3,635,578 552,074
------------ ------------ ------------
Cash at end of the period $ 224,158 $ 286,988 $ 3,635,578
------------ ------------ ------------
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 4,284,520 $ 4,307,476 $ 4,381,188
Real estate taxes $ 201,467 $ 423,281 $ 185,377
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, 1998, $3,958,389 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 consists 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.
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 Parnership
sold pro-rata to the purchasers of the Senior Notes 36,000 warrants
at $27.78 to purchase limited partnership units. Each warrant
reprsented 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, 1998
and 1997, totalled $974,700 and $985,530, respectively. Interest
incurred from November 15, 1993 (inception) through January 31,
1996, totalled $2,136,218. During the years ended January 31,
1998, 1997 and 1995, respectively, $1,147,980, $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, 1998,
$83,933 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
$1,242,514 and $910,472 at January 31, 1998 and 1997, respectively,
to purchase certain properties. Amounts borrowed of $831,659,
$322,080, and $88,775 bear interest at a fixed rate of 9%, 8.5%,
and 8% per annum, respectively. 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 three years are:
1998 - $430,855; 1999 - $260,000; 2000 - $551,659.
During the year ended January 31, 1998, the Partnership entered
into a construction loan agreement collateralized by a first
mortgage lien in an amount not to exceed $1,400,000. The principal
amount outstanding bears interest at a rate one-half of one percent
(1/2%) in excess of the prime rate (8.5% at January 31, 1998) and
matures on November 21, 2000. As of January 31, 1998, the
outstanding balance related to this loan was $831,659. The loan
was established for the funding of the Thornbury development.
During the year ended January 31, 1997, the Partnership entered
into a construction loan agreement collateralized by a promissory
note in an amount not to exceed $1,600,000. The note bears
interest at the prime rate (8.5% at January 31, 1998) and matures
on August 1, 1998. As of January 31, 1998, the outstanding balance
related to this loan was $88,775. The loan was established for the
funding of the Fairfax Meadows development.
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, 1998, 1997, and 1996 were $236,014,
$357,122, and $853,097, respectively. The Partnership paid
administrative fees of $431,513, $212,664, and $853,097 during the
years ended January 31, 1998, 1997, and 1996, 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, 1998, 1997, and 1996 were $272,333, $580,304, and
$449,754 respectively. The Partnership paid development fees of
$556,792, $250,641, and $449,754, respectively, during the years
ended January 31, 1998, 1997, and 1996, respectively.
In addition, real estate commissions to FC-Granite accrued for the
years ended January 31, 1998, 1997, and 1996, were $238,291,
$507,766, and $393,534, respectively. Real estate commissions paid
during the years ended January 31, 1998, 1997, and 1996, were
$487,194, $219,311, and $393,534, 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. Total fees of $60,000 were accrued
for each of the years ended January 31, 1998 and 1997.
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 $453,965 and $192,588, and $98,759 were
earned during the years ended January 31, 1998, 1997, and 1996,
respectively.
The Partnership has advanced $23,395,379 at January 31, 1998 and
$20,710,431 at January 31, 1997 to the Silver Canyon Partnership
(see Note H). Interest earned on the advances were $2,422,265,
$2,058,260, and $1,883,707 for the years ended January 31, 1998,
1997, and 1996 respectively, and was recorded as deferred income.
During the years ended January 31, 1998, 1997, and 1996, $750,624,
$644,104, and $87,084 of the deferred income has been recognized as
interest 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.
Total principal and interest of $921,768 and $249,219,
respectively, have been repaid during the year ended January 31,
1998.
Included in restricted cash equivalents and deposits at January 31,
1998 and 1997, is $481,287 and $3,124,950, 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, 1998 and 1997 was $4,003,748 and $2,929,217,
respectively.
In addition, the Partnership has a 30% interest in Eaton Estate
Partnership. The Partnership's investment in Eaton Estate
Partnership at January 31, 1998 and 1997, was $2,546,597 and
$2,332,049, respectively. The Partnership has also received a
distribution of $642,600 from Eaton Estates.
The Partnership has also advanced $23,395,379 at January 31, 1998
and $20,710,431 at January 31, 1997 to the Silver Canyon
Partnership. 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 $19,443,198. 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% (8.5% at January 31,
1998). Shown below is summarized financial information relative to
the partnerships.
<TABLE>
<CAPTION>
Balance Sheet January 31, January 31,
------------- 1998 1997
----------- -----------
<S> <C> <C>
Assets, primarily undeveloped land $65,400,486 $63,987,341
Liabilities, primarily long-term debt 49,499,560 49,202,632
----------- -----------
Partners' equity 15,900,926 14,784,709
Less: Outside partners' equity 9,350,581 9,523,443
----------- -----------
Investment in Joint Ventures $ 6,550,345 $ 5,261,266
=========== ===========
</TABLE>
For the year ended January 31, 1998, the Silver Canyon Partnership
generated income of $1,653,124, of which $1,074,531 has been
recorded by the Partnership under the equity method. 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, 1998, the Eaton Estate Partnership
generated income of $1,962,236 primarily from the proceeds from
sales of developed property offset by real estate taxes,
commissions, interest and other miscellaneous expenses, of which
$588,671 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 of which $378,301 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.
NOTE J - RESTATEMENT
The Partnership has restated its previously issued financial
statements for the years ended January 31, 1997 and 1996 to correct
an error in accounting for interest income recorded on certain
advances. The Partnership recorded interest income on advances for
the period from February 1, 1994 to January 31, 1997. The
previously issued financial statements have been restated to
reverse the interest income recorded on certain advances. As a
result of the restatement, partners' deficit was increased by
$367,959 at January 31, 1995, interest receivable, interest income
and net income decreased by $385,959 and $294,407 for the years
ended January 31, 1996 and 1997, respectively.
NOTE K - LITIGATION
The Partnership is involved in two separate instances of
litigation related to its operations. The Partnership believes it
has meritorious defenses to the claims of both instances of
litigation, and intends to defend against them both vigorously.
The Partnerships and several affiliates are defendants in a
proceeding arising out of the October 1996 sale of the 194th Street
property located in Miami Beach, Florida. The plaintiff is a
third-party broker seeking a commission on the premise that the
plaintiff initiated contact between the ultimate buyer and the Partnership.
In the opinion of management and legal counsel the maximum damages
based on the litigation proceedings is approximately $400,000.
However, the Partnership and other defendants deny that any
commission has been earned by the Plaintiff and legal counsel of
the Partnership is seeking a summary judgment seeking dismissal of
the case.
The Partnership owns a 33.3% interest in the Silver Canyon
Partnership ("Silver Canyon"). Silver Canyon is developing the
Seven Hills project, located in Henderson, Nevada, in conjunction
with a golf course. In August 1997, a class-action lawsuit was
filed by the current homeowners in Seven Hills against Silver
Canyon, the golf course developers and other entities. In
addition, a separate lawsuit was filed by some of the production
homebuilding companies at Seven Hills, against some of the same
parties. Both suits seek a commitment for public play on the golf
course, as well as damages. Silver Canyon and the Partnership are
responding to both suits, and are attempting to reach an
appropriate resolution with all parties involved. Sales efforts
are continuing at the Seven Hills development, and because these
events are recent, it is not yet possible to determine the extent
of any impact on the Partnership's or Silver Canyon's financial
performance. The Partnership and Silver Canyon believe they have
meritorious defenses to these claims and intends to defend against
them vigorously.
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, 1998
and 1997, 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, 1998 and the financial statement schedule
listed in the Index at Item 14 (a) (3) of this Form 10-K. These
financial statements and financial statement schedule are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements and
financial statement schedule 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, 1998 and 1997, and the results
of its operations and its cash flows for each of the three years in
the period ended January 31, 1998, in conformity with generally
accepted accounting principles. In addition, in our opinion, the
financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole,
presents 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, 1998
<TABLE>
SILVER CANYON PARTNERSHIP
(A Nevada General Partnership)
BALANCE SHEETS
<CAPTION>
January 31,
---------------------------
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
LAND $18,354,050 $21,202,006
LAND IMPROVEMENTS 32,650,268 30,007,910
----------- -----------
51,004,318 51,209,916
RESTRICTED CASH 1,465,311 189,666
MORTGAGE NOTES RECEIVABLE 963,032 963,032
OTHER ASSETS
Mortgage procurement costs, net of
accumulated amortization of
$387,328 at January 31, 1998 and
$220,931 at January 31, 1997 55,465 221,862
Organization costs, net of
accumulated amortization of
$110,366 at January 31, 1998 and
$73,312 at January 31, 1997 93,817 152,850
Fixed assets, net of accumulated
depreciation of $8,738 at
January 31, 1998 and $6,096
at January 31, 1997 5,597 8,239
Cash 1,604,418 302,081
Funds in escrow 1,002,007 1,311,087
Other assets 143,756 137,689
----------- -----------
2,905,060 2,133,808
----------- -----------
$56,337,721 $54,496,422
=========== ===========
LIABILITIES AND
PARTNERS' EQUITY
- ----------------
LOAN PAYABLE - GMAC $ 5,751,820 $14,672,880
LOAN PAYABLE - GRANITE 23,395,379 20,710,431
LOAN PAYABLE - ANC 3,427,393 2,140,336
OTHER LIABILITIES
Accounts payable, trade 3,767,765 3,290,935
Accounts payable,
management fee 150,000 326,667
Accrued interest payable 7,559,778 5,099,891
Accrued development fees,
partners 1,484,805 666,013
Accrued commissions - 78,109
Accrued expenses - 107,960
Accrued salaries 132,946 211,551
Accrued real estate taxes - 33,063
Deposits 1,936,125 430,000
Deferred income 750,000 400,000
----------- -----------
15,781,419 10,644,189
ADVANCE TO PARTNER (580,000) (580,000)
PARTNERS' EQUITY 8,561,710 6,908,586
----------- -----------
7,981,710 6,328,586
----------- -----------
$56,337,721 $54,496,422
=========== ===========
<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,
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES
Sales of developed
property $ 23,911,279 $ 15,028,556 $ 2,941,692
Grading revenue - 210,426 87,637
Cost of sales (18,957,867) (10,693,499) (1,768,314)
------------- ------------- -------------
4,953,412 4,545,483 1,261,015
Other 194,290 180,373 132,033
------------- ------------- -------------
5,147,702 4,725,856 1,393,048
------------- ------------- -------------
EXPENSES
Interest expense - - 221
Fees, partners 120,000 120,000 75,000
Commissions 2,546,330 1,054,765 126,976
Salaries and benefits - 78,605 35,893
Legal and professional 72,126 132,131 95,842
Travel and entertainment 53,679 56,398 106,703
Operating and other 496,351 502,164 231,215
Depreciation and
amortization 206,092 186,033 105,573
------------- ------------ ------------
3,494,578 2,130,096 777,423
------------- ------------ ------------
NET INCOME $ 1,653,124 $ 2,595,760 $ 615,625
============= ============ ============
<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, 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
Net income 578,593 1,074,531 - 1,653,124
---------- ---------- ---------- ----------
Balance at January 31, 1998 $2,508,265 $4,003,748 $1,469,697 $7,981,710
========== ========== ========== ==========
<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,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flow from Operating Activities:
Net income $ 1,653,124 $ 2,595,760 $ 615,625
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 206,092 186,033 105,573
Write off of organization costs 21,980 28,988 -
Changes in operating assets and liabilities:
Decrease (increase) in land and
land improvements 205,598 (143,831) (15,537,736)
Decrease (increase) in mortgage
notes receivable - 574,749 (1,537,781)
(Increase) decrease in
restricted cash (1,275,645) 30,269 (219,935)
Increase in organization costs - - (64,623)
Decrease in accounts receivable - - 43,048
Decrease (increase) in funds in escrow 309,080 (641,087) (670,000)
Increase in other assets (6,067) (89,305) (46,198)
Increase (decrease) in accounts
payable - trade 476,830 1,842,905 (2,442,159)
(Decrease) increase in accounts
payable - management fee (176,667) 326,667 (81,250)
Increase in accrued interest 2,459,887 2,165,975 2,033,293
Increase (decrease) in accrued
development fees, partners 818,792 666,013 (402,133)
(Decrease) increase in accrued
commissions (78,109) 78,109 -
(Decrease) increase in accrued expenses (107,960) 107,960 -
(Decrease) increase in accrued salaries (78,605) 78,605 132,946
(Decrease) in accrued real estate taxes (33,063) (36,161) (87,188)
Increase (decrease) in deposits 1,506,125 (175,000) 605,000
Increase in deferred income 350,000 400,000 -
----------- ---------- -----------
Net cash provided by (used in)
operating activities 6,251,392 7,996,649 (17,553,518)
----------- ---------- -----------
Cash Flow from Financing Activities:
Repayment of mortgage loans payable - - (10,071,290)
Repayment of notes payable - - (3,191,074)
Proceeds from loan payable - GMAC 13,020,447 12,849,355 24,185,691
Repayment of loan payable - GMAC (21,941,507) (22,362,166) -
Proceeds from loan payable - GRANITE 2,684,948 1,267,233 6,058,962
Proceeds from loan payable - ANC 1,287,057 490,336 1,650,000
Increase in mortgage procurement costs - (112,793) (330,000)
Advance to partner - - (580,000)
------------ ----------- -----------
Net cash (used in) provided
by financing activities (4,949,055) (7,868,035) 17,722,289
------------ ----------- -----------
Increase in cash 1,302,337 128,614 168,771
Cash at beginning of the period 302,081 173,467 4,696
------------ ----------- -----------
Cash at end of the period $ 1,604,418 $ 302,081 $ 173,467
============ =========== ===========
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 1,460,278 $ 2,345,627 $ 1,778,518
Real estate taxes $ 178,847 $ 166,876 $ 248,445
<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,
ease, 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 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 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 consists 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
debt.
NOTE B - LOAN PAYABLE - GMAC
The Partnership entered into a loan agreement with GMAC, to 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 $30,000,000. The
loan bears interest at one and three-fourths percent above the
prime rate (8.5% at January 31, 1998). The loan is due on June 7,
1998. Interest on the outstanding principal balance is due and
payable monthly in arrears.
NOTE C - TRANSACTIONS WITH AFFILIATES
Granite, SCC, and ANC 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 of $60,000 were accrued
for each of the years ended January 31, 1998 and 1997.
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 of $60,000 were accrued for each of the years
ended January 31, 1998 and 1997.
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 years ended January 31, 1998 and
1997 were $1,364,805, and $606,013 respectively. 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
production sales and 6.5% of gross estate sales as compensation for
its services in conducting marketing and sales duties and
authorization of sales contracts. Total fees earned and paid to
ANC for the years ended January 31, 1998 and 1997 were $1,317,755
and $695,337, respectively. 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,
1998, marketing fees earned by and paid to SCC and Granite were
$361,541 and $453,965, respectively. For the year ended January
31, 1997, marketing fees earned and paid to SCC and Granite were
$166,840 and $192,588, respectively.
Granite has advanced $23,395,379 at January 31, 1998 and
$20,710,431 at January 31, 1997 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 $2,684,948 and $1,267,233
during the years ended January 31, 1998 and 1997, respectively.
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%
(8.5% at January 31, 1998). 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 $2,239,532, $2,058,260,
and $1,883,707 for the years ended January 31, 1998, 1997, and
1996, respectively.
Pursuant to the Amended and Restated Partnership Agreement, the
Partnership advanced to SCC $580,000 on January 31, 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 $1,287,057 and $490,336 during the years ended January
31, 1998 and 1997, respectively.
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,
1998 and 1997, total interest charges were $3,920,165 and
$4,511,602 of which $3,920,165 and $4,511,602 were capitalized,
respectively. For the years ended January 31, 1998 and 1997, total
real estate taxes were $145,784 and $104,601, respectively, of
which $145,784 was capitalized at January 31, 1998 and $104,601 was
capitalized at January 31, 1997.
NOTE E - LITIGATION
In August 1997, a class-action lawsuit was filed by the current
homeowners in Seven Hills against the Partnership, the golf course
developers and other entities. In addition, a separate lawsuit was
filed by some of the production homebuilding companies at Seven
Hills, against some of the same parties. Both suits seek a
commitment for public play on the golf course, as well as damages.
The Silver Canyon Partnership is responding to both suits, and is
attempting to reach an appropriate resolution with all parties
involved. Sales efforts are continuing at the Seven Hills
development, and because these events are recent, it is not yet
possible to determine the extent of any impact on the Partnership's
financial performance. The Partnership believes it has
meritorious defenses to these claims and intends to defend against
them vigorously.
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 53, 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 76, 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 57, 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 84, 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 70, 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 56, 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, 1998 and 1997.
Statements of Operations for the years ended
January 31, 1998, 1997, and 1996.
Statements of Changes in Partners' Deficit for the
years ended January 31, 1998, 1997, and 1996.
Statements of Cash Flows for the years ended
January 31, 1998, 1997, and 1996.
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, 1998 and 1997.
Statements of Operations for the years ended
January 31, 1998, 1997, and 1997.
Statements of Changes in Partners' Equity for
the years ended January 31, 1998, 1997, and
1996.
Statements of Cash Flows for the years ended January
31, 1998, 1997, and 1996.
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, 1998 /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:
President, FC-Granite, Inc.,Date:
Robert F. Monchein the general partner of Granite
Development Partners, L. P.
Principal Financial and
Accounting Officer:
Controller, FC-Granite, Inc.,Date:
Mark A. Ternes the general partner of Granite
Development Partners, L.P.
Vice President, Director Date:
Samuel H. Miller
Secretary Date:
Thomas G. Smith
Treasurer Date:
Nathan Shafran
Director Date:
Albert B. Ratner
Director Date:
Charles A. Ratner
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, 1998 /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, 1998
- ---------------------- 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, 1998
- ------------------ the general partner of Granite --------------
Mark A. Ternes Development Partners, L.P.
/s/ Samuel H. Miller Vice President, Director Date:April 30, 1998
- -------------------- --------------
Samuel H. Miller
/s/ Thomas G. Smith Secretary Date:April 30, 1998
- ------------------- --------------
Thomas G. Smith
/s/ Nathan Shafran Treasurer Date:April 30, 1998
- ------------------ --------------
Nathan Shafran
/s/ Albert B. Ratner Director Date:April 30, 1998
- ------------------ --------------
Albert B. Ratner
/s/ Charles A. Ratner Director Date:April 30, 1998
- --------------------- --------------
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, ----------------------------- ---------------------------
Description of property 1998 (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 1,660,876 298,189
Undeveloped commercial land, Strongsville, Ohio 617,957 26,963
Undeveloped commercial land, Parma, Ohio 554,664 4,875
Undeveloped land, Middleburg Heights, Ohio 718,683 761
Undeveloped land, North Royalton, Ohio 232,049 787,825
Undeveloped land, Solon, Ohio 831,659 464,825 434,818
Undeveloped commercial land, North Olmsted, Ohio 305,923 25,953
Developed land, North Royalton, Ohio 160,397 -
Undeveloped land, Twinsburg, Ohio 82,080 1,179,875 951,512
Undeveloped land, Olmsted Falls, Ohio 1,102,526 93,611
Undeveloped land, Newbury Township, Ohio 460,842 138,445
Undeveloped land, Medina, Ohio 328,775 42,545 486,098
Undeveloped land, Medina, Ohio 131,382 29,831
Senior Notes Payable 36,000,000 -
----------- ----------- ------------ ---------- -----------
$37,242,514 $17,345,164 $ - $3,278,881 $ -
=========== =========== ============ ========== ===========
<FN>
(A) Land held by the unconsolidated joint ventures, included in Note H to the financial statements, also encumbered by the senior
notes payable totals $19,778,908.
</FN>
</TABLE>
<TABLE>
Granite Development Partners, L.P.
Schedule III - Real Estate Owned
<CAPTION>
Gross amount at which
carried at close of
January 31, 1998
------------------------------------
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 187,331 298,189 485,520
Undeveloped commercial land, Strongsville, Ohio 274,941 26,963 301,904
Undeveloped commercial land, Parma, Ohio 51,216 4,875 56,091
Undeveloped land, Middleburg Heights, Ohio - 761 761
Undeveloped land, North Royalton, Ohio 76,522 787,825 864,347
Undeveloped land, Solon, Ohio 509,538 434,818 944,356
Undeveloped commercial land, North Olmsted, Ohio 76,148 25,953 102,101
Developed land, North Royalton, Ohio 112,113 - 112,113
Undeveloped land, Twinsburg, Ohio 941,251 951,512 1,892,763
Undeveloped land, Olmsted Falls, Ohio - 93,611 93,611
Undeveloped land, Newbury Township, Ohio 167,093 138,445 305,538
Undeveloped land, Medina, Ohio 612,929 486,098 1,099,027
Undeveloped land, Medina, Ohio 72,808 29,831 102,639
Senior Notes Payable -
---------- ---------- ----------
$3,081,890 $3,278,881 $6,360,771
========== ========== ==========
<FN>
(B) Reconciliations of total real estate carrying value are as follows:
1998 1997
----------- -----------
Balance at beginning of period $ 6,948,665 $12,278,824
Additions during period -
Improvements 2,994,636 2,406,596
Other acquisitions - -
----------- -----------
9,943,301 14,685,420
----------- -----------
Deductions during period -
Cost of real estate sold (3,582,530) (7,736,755)
----------- -----------
Balance at end of period $ 6,360,771 $ 6,948,665
</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 1998 Land Improvements Improvements Costs
- ----------------------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Developed land, Henderson, Nevada $ 5,751,820 $23,323,784 $32,650,268
----------- ----------- ------------ ----------- -------
$ 5,751,820 $23,323,784 $ - $32,650,268 $ -
=========== =========== ============ =========== =======
</TABLE>
<TABLE>
Silver Canyon Partnership
Schedule III - Real Estate Owned
<CAPTION>
Gross amount at which
carried at close of
January 31, 1998
---------------------------------------
Description of property Land Improvements Total(A)
- ----------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Developed land, Henderson, Nevada $18,354,050 $32,650,268 $51,004,318
----------- ----------- -----------
$18,354,050 $32,650,268 $51,004,318
=========== =========== ===========
<FN>
(A) Reconciliations of total real estate carrying value are as follows:
1998 1997
----------- -----------
Balance at beginning of period $51,209,916 $51,066,085
Additions during period -
Improvements 16,803,009 10,837,330
Other acquisitions - -
----------- -----------
68,012,925 61,903,415
----------- -----------
Deductions during period -
Cost of real estate sold (17,008,607) (10,693,499)
----------- -----------
Balance at end of period $51,004,318 $51,209,916
=========== ===========
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
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