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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
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Commission file number 0-16341
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SHELBOURNE PROPERTIES II, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3502382
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
P.O. Box 9507, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114
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(Address of principal executive offices)
(617) 570-4600
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(Registrant's telephone number, including area code)
Indicate by check 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
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Indicated by check whether registrant is an accelerated filer (as identified in
Rule 12b-2 of the Exchange Act). Yes No X
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As of August 12, 2003, there were 894,792 shares of common stock outstanding.
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SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
INDEX
Page
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Part I. Financial Information
Item 1. Consolidated Financial Statements:
Consolidated Statements of Net Assets (Liquidation Basis) as of
June 30, 2003 and December 31, 2002................................................ 3
Consolidated Statements of Operations and Changes in Net Assets
for the Three and Six Months Ended June 30, 2003 (Liquidation Basis)
and Consolidated Statements Operations for the Three and Six Months
Ended June 30, 2002 (Going Concern Basis).......................................... 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2003 (Liquidation Basis) and
the Six Months Ended June 30, 2002 (Going Concern Basis)........................... 5
Notes to Consolidated Financial Statements......................................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................................ 18
Item 3. Quantitative and Qualitative Disclosure about Market Risk.......................... 27
Item 4. Controls and Procedures............................................................ 27
Part II. Other Information:
Item 4. Submission of Matters to a Vote of Security Holders................................ 28
Item 6. Exhibits and Reports on Form 8-K................................................... 28
Signatures.................................................................................... 29
2
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
CONSOLIDATED STATEMENTS OF NET ASSETS (LIQUIDATION BASIS)
AS OF JUNE 30, 2003 AND DECEMBER 31, 2002
June 30, 2003 December 31, 2002
------------- -----------------
(Unaudited)
ASSETS
Real estate held for sale $14,223,434 $ 17,091,316
Investments in joint ventures 13,652,409 62,344,354
Cash and cash equivalents, of which $2,648,907 is restricted
cash at June 30, 2003 8,571,205 10,898,495
Other assets 519,534 255,246
Receivables, net 65,589 83,523
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Total Assets 37,032,171 90,672,934
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LIABILITIES
Accounts payable and accrued expenses 1,253,237 691,344
Dividend payable 6,039,846 -
Credit Facility - 23,779,343
Fleet Loan 11,349,257 -
Reserve for estimated costs during the period of liquidation 1,080,252 1,600,000
Deferral on gains and incentive fee on real estate assets and joint ventures 5,755,100 43,847,675
Commitments and Contingencies (Notes 8, 10)
CLASS B Partnership Interests - -
CLASS A 5% Preferred Partnership Interests, at liquidation value - 1,015,148
------------- -------------
Total Liabilities 25,477,692 70,933,510
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NET ASSETS IN LIQUIDATION $ 11,554,479 $ 19,739,424
============= =============
See notes to consolidated financial statements.
3
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
For the Three and Six Months Ended June 30, 2003 (Liquidation Basis) AND
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 (GOING CONCERN BASIS)
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
Rental revenues $ 541,265 $ 1,244,039 $ 1,320,666 $ 2,444,764
------------ ------------ ------------ ------------
Costs and expenses
Operating expenses 193,674 445,204 913,093 887,196
Depreciation and amortization - 361,040 - 658,704
Asset management fee 50,000 - 100,000 157,582
Transition management fees - 83,300 - 124,950
Purchase of advisory agreements - - - 23,049,398
Administrative expenses 421,842 2,523,814 650,567 3,401,197
Property management fee 15,319 38,531 34,981 71,516
------------ ------------ ------------ ------------
680,835 3,451,889 1,698,641 28,350,543
------------ ------------ ------------ ------------
Loss before equity income from joint ventures, gain on
sale of real estate, interest and other income (139,570) (2,207,850) (377,975) (25,905,779)
Equity income from joint ventures 10,348,406 969,525 37,756,952 1,963,882
Gain on sale of real estate - 846,203
Interest expense (155,979) (299,454) (379,261) (427,211)
Interest income 14,404 44,388 38,095 95,416
Other income 591 - 591 548
------------ ------------ ------------ ------------
Net income (loss) 10,067,852 (1,493,391) 37,884,605 (24,273,144)
Preferred dividends (12,831) (12,830) (25,520) (19,175)
------------ ------------ ------------ ------------
Net income (loss) available for common shareholders $ 10,055,021 $ (1,506,221) 37,859,085 $(24,292,319)
============ ============ ============
Net assets at January 1, 2003 19,739,424
Adjustment to liquidating basis (185,940)
Liquidating dividends - common (45,858,090)
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Net assets in liquidation at June 30, 2003 $ 11,554,479
============
Earnings (loss) per share - basic and diluted $ 11.24 $ (1.68) $ 42.31 $ (24.79)
============ ============ ============ ============
Weighted average common shares 894,792 894,792 894,792 980,099
============ ============ ============ ============
See notes to consolidated financial statements.
4
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 (LIQUIDATION BASIS)
AND JUNE 30, 2002 (GOING CONCERN BASIS)
(UNAUDITED)
For the Six Months Ended
June 30,
---------------------------------
2003 2002
------------ ------------
CASH FLOWS FORM OPERATING ACTIVITIES:
Net income (loss) $ 37,884,605 $(24,273,144)
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization - 658,704
Straight-line adjustment for stepped lease rentals - 9,806
Change in bad debt reserve 44,159 -
Purchase of advisory agreements - 23,049,398
Distributions in excess of earnings from joint ventures 11,822,172 7,016,058
Gain on sales of real estate (846,203) -
Change in assets and liabilities:
Receivables (26,225) (2,318)
Other assets (264,288) (1,483,293)
Accounts payable and accrued expenses (491,424) 1,743,798
Accrued interest 38,168 -
------------ ------------
Net cash provided by operating activities 48,160,964 6,719,009
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Improvements to real estate (260,361) (274,176)
Investment in Accotel (1,079,675) -
Proceeds from sales of real estate 3,125,632 -
------------ ------------
Net cash provided by (used in) investing activities 1,785,596 (274,176)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock - (17,866,603)
Proceeds from Fleet Loan 22,081,542 -
Paydown of Fleet Loan (10,732,285)
Proceeds from Credit Facility - 29,779,343
Paydown of Credit Facility from sales proceeds (475,180) -
Payoff of Credit Facility (23,304,163) -
Payoff note payable from transaction - (22,034,250)
Dividends paid (39,818,244) -
Distributions paid Class A Unitholder (25,520) -
------------ ------------
Net cash used in financing activities (52,273,850) (10,121,510)
------------ ------------
Decrease in cash and cash equivalents (2,327,290) (3,676,677)
Cash and cash equivalents, beginning of period 10,898,495 17,073,461
------------ ------------
Cash and cash equivalents, end of period $ 8,571,205 $ 13,396,784
============ ============
Supplemental disclosure of cash flow information-
Cash paid for interest $ 341,093 $ 427,211
============ ============
Dividend payable $ 6,039,846 $ -
============ ============
See notes to consolidated financial statements.
5
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Shelbourne Properties II, Inc., a Delaware corporation (the "Corporation"),
was formed on April 17, 2001. The Corporation's wholly-owned operating
partnership, Shelbourne Properties II L.P., a Delaware limited partnership
(the "Operating Partnership", and together with the Corporation, the
"Company"), holds directly and indirectly all of the Company's properties.
Pursuant to a merger that was consummated on April 17, 2001, the Operating
Partnership became the successor by merger to Integrated Resources High
Equity Partners, L.P.- Series 86 (the "Predecessor Partnership").
In August 2002, the Board of Directors adopted a Plan of Liquidation (the
"Plan of Liquidation") and directed that the Plan of Liquidation be
submitted to the Corporation's stockholders for approval. The stockholders
of the Corporation approved the Plan of Liquidation at a Special Meeting of
Stockholders held on October 29, 2002. The Plan of Liquidation contemplates
the orderly sale of all of the Corporation's assets for cash or such other
form of consideration as may be conveniently distributed to the
Corporation's stockholders and the payment of (or provision for) the
Corporation's liabilities and expenses, as well as the establishment of a
reserve to fund the Corporation's contingent liabilities. The Plan of
Liquidation gives the Corporation's Board of Directors the power to sell
any and all of the assets of the Corporation without further approval by
the stockholders.
The Corporation currently expects that the liquidation will be
substantially completed not later than October 29, 2004, although there can
be no assurance in this regard. As a result, it is currently anticipated
that not later than October 29, 2004 any then remaining assets and
liabilities will be transferred to a liquidating trust. With the transfer
to a liquidating trust, the liquidation will be completed for federal and
state income tax purposes, although one or more distributions of the
remaining cash and net proceeds from future asset sales may occur
subsequent to the establishment of a liquidating trust.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
As a result of the adoption of the Plan of Liquidation and its approval by
the Corporation's stockholders, the Corporation adopted the liquidation
basis of accounting for the period subsequent to October 29, 2002. Under
the liquidation basis of accounting, assets are stated at their estimated
net realizable value. Liabilities including the reserves for estimated
costs during the period of liquidation are stated at their anticipated
settlement amounts. The valuation of investments in joint ventures and real
estate held for sale is based upon current contracts, estimates as
determined by independent appraisals or other indications of sales values.
The valuations for other assets and liabilities under the liquidation basis
of accounting are based on management's estimates as of June 30, 2003. The
actual values realized for assets and settlement of liabilities may differ
materially from the amounts estimated.
The accompanying consolidated financial statements include the accounts of
the Corporation and its wholly owned subsidiaries, the Operating
Partnership and Shelbourne Properties II GP LLC, the general partner of the
Operating Partnership and a wholly owned subsidiary of the Corporation.
Intercompany accounts and transactions have been eliminated in
consolidation.
ADJUSTMENTS TO LIQUIDATION BASIS OF ACCOUNTING
On October 30, 2002, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value and
liabilities were adjusted to estimated settlement amounts, including
estimated costs associated with carrying out the liquidation. As a result
of the sales of Melrose Crossing I (note 4), Hilliard, Ohio (note 5), 568
Broadway (note 5), Century Park (note 5) and Grove City, Ohio (note 5), the
valuation of investments in joint ventures and real estate held for sale
have been updated to reflect the remaining estimated costs of carrying out
the liquidation as of June 30, 2003. Further adjustments were included in
the June 30, 2003 Consolidated Statement of Changes in Net Assets. The
valuation of investments in joint ventures and real estate held for sale is
based on
6
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
current contracts, estimates as determined by independent appraisals or
other indications of sales value, net of estimated selling costs and
capital expenditures anticipated during the liquidation period. The
valuations of other assets and liabilities are based on management's
estimates as of June 30, 2003. During the six months ended June 30, 2003
the deferred gain was decreased by $500,000 to reflect revisions to the
carrying value of real estate and joint ventures. The actual values
realized for assets and settlement of liabilities may differ materially
from amounts estimated.
Adjusting assets to estimated net realizable value resulted in the write-up
in the value of certain real estate properties. The anticipated gains net
of any incentive fees associated with the adjustment in value of these real
estate properties have been deferred until such time as a sale occurs.
During the six months ended June 30, 2003, the Corporation recognized
actual gains of $846,203 on the sale of real estate and $36,963,672
included in equity income from joint ventures attributable to real estate
sales. As a result of these sales, the deferred gain was reduced by
$37,592,575.
During the three months ended June 30, 2003, the Corporation recognized
$10,261,579 included in equity income from joint ventures attributable to
real estate sales.
RESERVE FOR ESTIMATED COSTS DURING THE PERIOD OF LIQUIDATION
Under liquidation accounting, the Corporation is required to estimate and
accrue the costs associated with executing the Plan of Liquidation. These
amounts can vary significantly due to, among other things, the timing and
realized proceeds from property sales, the costs of retaining agents and
trustees to oversee the liquidation, the costs of insurance, the timing and
amounts associated with discharging known and contingent liabilities and
the costs associated with cessation of the Company's operations. These
costs are estimates and are expected to be paid out over the liquidation
period. Such costs do not include costs incurred in connection with
ordinary operations.
The reserve for additional costs associated with liquidation was reduced
from $1,600,000 at December 31, 2002 to $1,080,252 at June 30, 2003 as a
result of professional costs associated with obtaining the Fleet Loan of
$503,082 and tax planning costs of $16,666 paid to an affiliate of Presidio
Capital Investment Company, LLC in connection with the Accotel transaction
(see note 10).
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ materially from those estimates.
CASH EQUIVALENTS
The Corporation considers all short-term investments that have maturities
of three months or less from the date of acquisition to be cash
equivalents.
ACCOUNTS RECEIVABLE
Accounts receivable are stated net of an allowance for doubtful accounts of
$136,852 and $92,693 as of June 30, 2003 and December 31, 2002,
respectively.
7
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Prior to the adoption of the liquidation basis of accounting, base rents
were recognized on a straight-line basis over the terms of the related
leases. Subsequent to the adoption of the liquidation basis of accounting,
the amount of the previously deferred straight-line rent was grouped with
real estate for purposes of comparing such balances to their net realizable
value and, if such amounts when aggregated with real estate exceeded the
net realizable value, the amount of the excess was included in the
write-off of other assets as part of the adjustment to the liquidation
basis of accounting. At October 29, 2002, the date prior to the adoption of
liquidation accounting, approximately $299,737 of deferred straight-line
rent was included in other assets that was subsequently grouped with real
estate with no write-off required.
Percentage rents charged to retail tenants based on sales volume are
recognized when earned. Pursuant to Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements," and the Emerging Issues Task
Force's Consensus on Issue 98-9, "Accounting for Contingent Rent in Interim
Financial Periods," the Corporation defers recognition of contingent rental
income (i.e., percentage/excess rent) in interim periods until the
specified target (i.e., breakpoint) that triggers the contingent rental
income is achieved. Recoveries from tenants for taxes, insurance and other
operating expenses are recognized as revenue in the period the applicable
costs are incurred.
INVESTMENTS IN JOINT VENTURES
Certain properties are or were owned in joint ventures with Shelbourne
Properties I L.P. and/or Shelbourne Properties III L.P. Accordingly, the
Corporation's consolidated balance sheet at December 31, 2002 and the
Corporation's consolidated statements of operations commencing January 1,
2002, reflect the equity method of accounting. Subsequent to the adoption
of the liquidation basis of accounting, the valuations of investments in
joint ventures were adjusted to net realizable value.
REAL ESTATE
Subsequent to the adoption of the liquidation basis of accounting, real
estate assets were adjusted to their net realizable value and classified as
real estate held for sale. Additionally, the Corporation suspended
recording any further depreciation expense.
DEPRECIATION AND AMORTIZATION
Upon the adoption of the liquidation basis of accounting, deferred loan
fees of $892,599 were written off to reflect the balances at their net
realizable value. Direct lease costs associated with the real estate were
grouped with real estate for purposes of comparing carrying amounts to
their net realizable value, and if such amounts, when aggregated with real
estate exceeded the net realizable value, these costs were written off.
Prior to the Corporation adopting the liquidation basis of accounting,
depreciation was computed using the straight-line method over the useful
life of the property, which was estimated to be 40 years. The cost of
properties represented the initial cost of the properties to the Company
plus acquisition and closing costs less impairment adjustments. Tenant
improvements, leasing costs and deferred loan fees were amortized over the
applicable lease term.
8
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FINANCIAL INSTRUMENTS
The carrying values reflected in the consolidated statements of net assets
at June 30, 2003 and December 31, 2002 reasonably approximate the fair
values for cash and cash equivalents, other assets, receivables, accounts
payable, accrued expenses and note payable. Additionally, as the
Corporation currently expects that the liquidation will be substantially
completed not later than October 2004, the net realizable value of notes
payable approximates their fair value. In making such assessments, the
Corporation has utilized discounted cash flow analyses, estimates, and
quoted market prices as deemed appropriate.
INCOME TAXES
The Corporation is operating with the intention of qualifying as a real
estate investment trust ("REIT") under Sections 856-860 of the Internal
Revenue Code of 1986 as amended. Under those sections, a REIT which pays at
least 90% of its ordinary taxable income as a dividend to its stockholders
each year and which meets certain other conditions will not be taxed on
that portion of its taxable income which is distributed to its
stockholders.
For federal income tax purposes, the cash dividends paid to stockholders
after October 29, 2002 have been and will be characterized as liquidating
distributions.
AMOUNTS PER SHARE
Basic earnings (loss) per share is computed based on weighted average
common shares outstanding during the period. There are no potentially
dilutive securities outstanding, so basic and diluted earnings per share
are the same for all periods presented.
DIVIDENDS PER SHARE
On January 13, 2003, the Board of Directors declared a dividend of $14.50
per share. The dividend was paid on January 31, 2003 to stockholders of
record at the close of business on January 23, 2003.
On February 28, 2003, the Board of Directors declared a dividend of $30.00
per share. The dividend was paid on March 18, 2003 to stockholders of
record at the close of business on March 10, 2003. The dividend was funded
from proceeds of the Fleet Loan (see note 7) and from proceeds generated by
the sales of the New York, New York property and the Melrose Park, Illinois
property, as well as cash reserves.
On June 19, 2003 the Board of Directors declared a dividend of $6.75 per
share. The dividend was paid on July 9, 2003 to the shareholders of record
at the close of business on June 30, 2003.
RECENTLY ISSUED ACCOUNTING STANDARDS
In April 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
FASB Statement No. 13 and Technical Corrections," which updates, clarifies
and simplifies existing accounting pronouncements which are effective for
fiscal years beginning after May 15, 2002. This statement had no effect on
the Corporation's consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires
companies to recognize costs associated with exit or disposal activities
when they are incurred rather than at the date of a commitment to an exit
or disposal plan. Examples of costs covered by the
9
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation,
plant closing or other exit or disposal activity. SFAS No. 146 is effective
prospectively for exit and disposal activities initiated after December 31,
2002. This statement had no effect on the Corporation's financial
statements.
In November 2002, the FASB issued Interpretation No. 45, "Guarantors'
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." This Interpretation elaborates on
the disclosures to be made by a guarantor in its financial statements about
its obligations under certain guarantees that it has issued. It also
clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. This Interpretation does not prescribe a specific
approach for subsequently measuring the guarantor's recognized liability
over the term of the related guarantee. The disclosure provisions of this
Interpretation were effective for the Corporation's December 31, 2002
financial statements. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. This Interpretation
had no effect on the Corporation's consolidated financial statements.
In January 2003, the FASB issued Interpretation No. 46,"Consolidation of
Variable Interest Entities." This Interpretation clarifies the application
of existing accounting pronouncements to certain entities in which equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial support from other
parties. The provisions of the Interpretation will be immediately effective
for all variable interest in variable interest entities created after
January 31, 2003, and the Corporation will need to apply its provisions to
any existing variable interest in variable interest entities on July 1,
2003. The Corporation does not expect that this will have an impact on the
Corporation's consolidated financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The Corporation does not expect that this statement will have
an impact on the Corporation's financial statements.
10
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
During the three and six months ended June 30, 2003 and 2002, property
management services (the "Property Management Services") and asset
management services, investor relation services and accounting services
(the "Asset Management Services") have been provided to the Company by
affiliates of the Company.
ASSET MANAGEMENT SERVICES
For the period from January 1, 2002 through February 14, 2002, Shelbourne
Management LLC ("Shelbourne Management"), a wholly-owned subsidiary of
Presidio Capital Investment Company, LLC ("PCIC"), provided asset
management services to the Company pursuant to the terms of an Advisory
Agreement (the "Advisory Agreement") between the Corporation, the Operating
Partnership and Shelbourne Management. Pursuant to the terms of the
Advisory Agreement, the Corporation was obligated to pay for asset
management services an annual asset management fee, payable quarterly,
equal to 1.25% of the gross asset value of the Corporation as of the last
day of each year. In addition, the Corporation was obligated to (i) pay
$200,000 for non-accountable expenses and (ii) reimburse Shelbourne
Management for expenses incurred in connection with the performance of its
services. Effective February 14, 2002, in connection with the Transaction
(as described below), PCIC began providing such services for a reduced fee
of $333,333 per annum (the "Transition Management Fee"). Both Shelbourne
Management and PCIC were affiliates of the then management of the
Corporation.
Effective October 1, 2002, as contemplated by the Plan of Liquidation, the
agreement with PCIC was terminated and Kestrel Management, L.P. ("Kestrel")
began providing the asset management services for a fee of $200,000 per
annum. Kestrel is an affiliate of the Corporation's current Chief Executive
Officer.
Asset management services were provided to the Corporation during the three
months ended June 30, 2003 by Kestrel and during the three months ended
June 30, 2002 by PCIC as described above.
11
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
PROPERTY MANAGEMENT SERVICES
The Operating Partnership has contracted with affiliates to provide
property management services pursuant to agreements that provide for a fee
of up to 6% of property revenue. Kestrel provided Property Management
Services during the three and six months ended June 30, 2003 and 2002.
The following table summarizes the amounts paid to affiliates for expense
reimbursements, asset management fee, transition management fee and
property management fees for the three and six month periods ended June 30,
2003 and 2002.
THREE MONTHS ENDED JUNE 30, 2003 THREE MONTHS ENDED JUNE 30, 2002
Shelbourne Shelbourne
Management Kestrel Management Kestrel
---------- ------- ---------- -------
Asset Management Fee $ - $ 50,000 $ - $ -
Property Management Fee $ - $ 33,430 $ - $ 97,963
Transition Management Fee $ - $ - $ 83,300 $ -
SIX MONTHS ENDED JUNE 30, 2003 SIX MONTHS ENDED JUNE 30, 2002
Shelbourne Shelbourne
Management Kestrel Management Kestrel
---------- ------- ---------- -------
Expense Reimbursement (1) $ - $ - $ 25,000 $ -
Asset Management Fee $ - $100,000 $157,582 $ -
Transition Management Fee $ - $ - $124,950 $ -
Property Management Fee $ - $117,251 $ - $181,784
(1) The asset management fees were modified in connection with the
Transaction to eliminate expense reimbursement.
ALLOCATION OF DIVIDENDS BY THE CORPORATION
Dividends payable to HX Investors, L.P. ("HX Investors"), an affiliate of
the current Chief Executive Officer of the Corporation, for the six months
ended June 30, 2003 and 2002 on account of shares of common stock owned by
HX Investors were $19,014,365 and $0, respectively. No dividends were paid
during six months ended June 30, 2002.
In addition, in connection with the settlement of the lawsuit brought by HX
Investors, Shelbourne Management agreed to pay to HX Investors
approximately 42% of the amounts paid to Shelbourne Management with respect
to the Class A units. Distributions paid to Shelbourne Management on
account of its Class A units for the six months ended June 30, 2003 were
$25,520.
12
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
THE TRANSACTION
On February 14, 2002, the Corporation, Shelbourne Properties I, Inc. and
Shelbourne Properties III, Inc. consummated a transaction (the
"Transaction") whereby the Corporation purchased the 343,124 shares of the
Corporation's common stock held by subsidiaries of PCIC and the Advisory
Agreement was contributed to the Operating Partnership. Pursuant to the
Transaction, the Corporation paid PCIC $17,866,603 in cash and the
Operating Partnership issued preferred partnership interests with an
aggregate liquidation preference of $1,015,148 and a note in the amount of
$22,034,250. This note was satisfied in April 2002 from the proceeds of the
Credit Facility (see note 6). The liquidation preference was eliminated on
January 15, 2003 in connection with the Accotel Transaction (see note 10).
4. REAL ESTATE
The following table is a summary of the Corporation's real estate as of:
JUNE 30, 2003 DECEMBER 31, 2002
LIQUIDATION BASIS LIQUIDATION BASIS
----------------- -----------------
Real estate held for sale $ 14,223,434 $ 17,091,316
============ ============
On February 28, 2003, the Corporation sold its property located in Melrose
Park, Illinois for a gross sales price of $3,247,200. The Corporation
received proceeds of $2,934,617 after closing costs and closing
adjustments. The Corporation recognized an accounting gain of $846,203.
5. INVESTMENT IN JOINT VENTURES
On October 30, 2002, the Corporation adopted the liquidation basis of
accounting. Subsequent to the adoption of the liquidation basis of
accounting, the investments in joint ventures were adjusted to their net
realizable value based on current contracts, estimates as determined by
independent appraisals or other indications of sales value with the
unrealized gain deferred until an actual sale occurs.
At January 1, 2003 the Corporation was invested in four joint ventures,
(568 Broadway, Century Park, Seattle Landmark and Tri-Columbus). As of June
30, 2003, the Corporation was invested in two joint ventures (Seattle
Landmark and Tri-Columbus). The joint ventures are accounted for utilizing
the equity method of accounting.
On January 31, 2003, the Hilliard, Ohio property, which was owned by
Tri-Columbus Associates, in which the Corporation holds a 20.66% interest,
was sold for a gross sales price of $4,600,000. After satisfying the debt
encumbering the property, closing adjustments and other closing costs, net
proceeds were approximately $2,063,000, $426,330 of which is attributable
to the Corporation's interest. The joint venture recognized no gain or loss
on the sale as the joint venture's property was previously written down to
its net realizable value.
13
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. INVESTMENT IN JOINT VENTURES (CONTINUED)
On February 28, 2003, 568 Broadway Joint Venture, a joint venture in which
the Corporation indirectly held a 38.925% interest, sold its property
located at 568 Broadway, New York, New York for a gross sale price of
$87,500,000. After assumption of the debt encumbering the property
($10,000,000), closing adjustments and other closing costs, net proceeds
were approximately $73,000,000 of which approximately $28,415,250 was
allocated to the Operating Partnership. The joint venture recognized an
accounting gain of $67,746,480 of which $26,702,093 was attributable to the
Corporation and is reported as equity income from joint ventures.
On April 29, 2003, Century Park I Joint Venture, a joint venture in which
the Company held a 50% interest, sold its only property located in San
Diego, California for a gross sales price of $29,750,000. The loan
encumbering this property required that a payment of $20,000,000 be made to
pay down the loan. After the required paydown, closing adjustments and
other closing costs, net proceeds were $9,403,450 of which the Operating
Partnership was allocated $4,701,725. The joint venture recognized an
accounting gain of $20,394,138 of which $10,261,579 was attributable to the
Corporation and is reported as equity income from joint ventures.
On June 18, 2003, the Grove City, Ohio property, which was owned by
Tri-Columbus Associates, in which the Corporation holds a 20.66% interest,
was sold for a gross sales price of $4,090,000. The Fleet Loan encumbering
this property (see note 7) required a principal payment equal to the
greater of $3,300,000 or 90% of the net proceeds. After closing adjustments
and costs the net proceeds were $3,938,286. As a result, the principal
payment was $3,544,457 of which the Corporation was allocated $732,285. The
remaining proceeds after the principal payment were $393,829 of which the
Corporation was allocated $81,365. The joint venture recognized no gain or
loss on the sale as the joint ventures property was written down to its net
realizable value.
6. CREDIT FACILITY
On May 1, 2002, the Operating Partnership and certain of its subsidiaries,
as well as the operating partnership of Shelbourne Properties I, Inc. and
the operating partnership of Shelbourne Properties III, Inc., and certain
of their subsidiaries entered into a $75,000,000 revolving credit facility
with Bayerische Hypo-Und Vereinsbank AG, New York Branch, as agent for
itself and other lenders (the "Credit Facility"). The Credit Facility was
subsequently satisfied on February 20, 2003 (See note 7).
7. FLEET LOAN
On February 20, 2003, in a transaction designed to provide flexibility to
the Corporation, Shelbourne Properties I, Inc. and Shelbourne Properties
III, Inc., (collectively, the "Companies") and their respective operating
partnerships (the "Shelbourne OPs") in implementing their respective plans
of liquidation and to enable them to distribute 100% of the net proceeds
from the sale of the New York, New York property, direct and indirect
subsidiaries (the "Borrowers") of each of the Companies entered into a Loan
Agreement with Fleet National Bank, as agent for itself and other lenders
("Fleet") pursuant to which the Borrowers obtained a $55,000,000 loan (the
"Loan"). The Companies believed that by entering into a single loan
transaction instead of three separate loan transactions they were able to
obtain a larger loan at a more favorable interest rate. The Loan bears
interest at the election of the Borrowers at a rate of either LIBOR plus
2.75% (4.03125% at June 30, 2003) or Fleet's prime rate (but not less than
5%) plus 100 basis points. At present the Borrowers have elected that the
Loan bear interest at LIBOR plus 2.75%. The Loan matures on February 19,
2006, subject to two one year extensions. The Loan is prepayable in whole
or in part at anytime without penalty or premium.
14
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7. FLEET LOAN (CONTINUED)
As of June 30, 2003, the Loan was secured by mortgages on the Company's
Richmond, Virginia property, Matthews, North Carolina property, the
property held by Seattle Landmark joint venture and the property held by
Tri-Columbus Associates, as well as certain other property owned indirectly
by Shelbourne Properties I, Inc. and Shelbourne Properties III, Inc. The
Borrowers are jointly and severally liable for the repayment of the amounts
due under the Loan and the Operating Partnership and the Corporation (as
well as the other operating partnerships and Companies) have guaranteed the
repayment of the Loan. A portion of the Loan proceeds, as well as the
balance of a note in the amount of $10,000,000 secured by the 568 Broadway
property, were used to satisfy the Credit Facility that had a balance due
of $37,417,249 as of February 20, 2003.
At June 30, 2003, the outstanding balance due on the Loan was $31,455,543,
of which $11,349,257 was allocable to the Company and the interest rate at
June 30, 2003 on the Loan was 4.03125%.
Pursuant to the terms of the Loan, each Borrower is jointly and severally
liable for the repayment of the entire principal, interest and other
amounts due under the Loan. Accordingly, the Borrowers, the Companies and
the Shelbourne Operating Partnerships have entered into Indemnity,
Contribution and Subrogation Agreements, the purpose and intent of which
was to place the operating partnerships in the same position (as among each
other) as each would have been had the lender made three separate loans,
one to each of the operating partnerships. The principal benefit derived
from obtaining one loan instead of three separate loans is that the
interest rate on the Loan and the costs associated with the Loan are less
than that which would have been incurred for three separate smaller loans.
8. CLASS B PARTNERSHIP INTERESTS
Under the Plan of Liquidation which has been approved by the Corporation's
Board of Directors and stockholders, the Class B Unitholder is entitled to
receive an incentive payment of 15% of (i) the cash and other proceeds
generated from operating the assets and properties of the Company, plus the
aggregate fair value of all consideration received from the disposal of the
assets and properties of the Company less (ii) the sum of all direct costs
incurred in connection with such disposal (the "Incentive Fee"), after the
payment of a priority return of approximately $66.25 per share to
stockholders of the Corporation plus interest thereon compounded quarterly
at 6% (from August 19, 2002) per annum until the priority return is paid in
full (the "Priority Return"). On August 19, 2002, the Board of Directors of
the Corporation authorized the issuance by the Operating Partnership of,
and the Operating Partnership issued, Class B Units to HX Investors L.P.
("HX Investors") which Class B Units provide distribution rights to HX
Investors consistent with the intent and financial terms of the Incentive
Fee. The Class B Units entitle the holder thereof to receive distributions
equal to 15% of gross proceeds after the Priority Return. After giving
effect to dividends paid from August 19, 2002 to August 12, 2003, the
remaining unpaid per share Priority Return at August 12, 2003 is $3.09.
9. CLASS A 5% PREFERRED PARTNERSHIP INTERESTS
In connection with the Transaction, the Operating Partnership issued to
Shelbourne Management 1,015.148 Class A 5% Preferred Partnership Units (the
"Class A Units"). The Class A Units entitled the holder to a quarterly
distribution equal to 1.25% of the aggregate liquidation preference of the
Class A Units ($1,015,148). In addition, upon the liquidation of the
Operating Partnership, each Class A Unit was entitled to a liquidation
preference of $1,000 per unit. The Class A Units are not convertible into
common units of the Operating Partnership or shares in the Corporation and
the holders of the Class A Units do not have voting rights except in
limited circumstances. Although the holders of the Class A Units do not
have redemption rights, pursuant to the terms of the Purchase and
Contribution Agreement entered into in connection with the Transaction,
Shelbourne Management had the right to cause the Operating Partnership to
reacquire the Class A Units upon the occurrence of certain events
including,
15
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. CLASS A 5% PREFERRED PARTNERSHIP INTERESTS (CONTINUED)
without limitation, if the aggregate assets of the Companies is below
approximately $75 million or if the outstanding debt under which the
Companies are obligated is less than $55 million, for a purchase price
equal to the liquidation preference plus an amount (the "Put Premium")
which was equal to approximately $6,605,000 at December 31, 2002 and
declined each February 13, May 13, August 13 and November 13 until it
reached zero on May 13, 2007.
The terms of the Class A Units were subsequently modified to eliminate the
liquidation preference and limit the circumstances under which the holders
of the Class A Units can cause the Operating Partnership to purchase the
Class A Units at a premium. These circumstances include the occurrence of
any of the following while any of the Class A Units are outstanding; (i)
the filing of bankruptcy by a Shelbourne OP; (ii) the failure of a
Shelbourne OP to be taxed as a partnership; (iii) the termination of the
Advisory Agreement; (iv) the issuing of a guaranty by any of the Companies
on the debt securing the Accor S.A. properties; or (v) the taking of any
action with respect to the Accor S.A. properties (see below) without the
consent of the Class A Unitholder.
In connection with the settlement of the lawsuit brought by HX Investors,
Shelbourne Management agreed to pay to HX Investors approximately 42% of
the amounts paid to Shelbourne Management with respect to the Class A
Units.
10. ACCOTEL TRANSACTION
On January 15, 2003, a joint venture owned by the Operating Partnership and
the operating partnerships of Shelbourne Properties I, Inc. and Shelbourne
Properties III, Inc. acquired from Realty Holdings of America, LLC, an
unaffiliated third party, a 100% interest in an entity that owns 20 motel
properties triple net leased to an affiliate of Accor SA. The cash purchase
price, which was provided from working capital, was $2,668,272, of which
$867,806, $1,079,675 and $720,791 was paid by Shelbourne Properties I,
Inc., the Corporation and Shelbourne Properties III, Inc., respectively.
The properties are also subject to existing mortgage indebtedness in the
current principal amount of approximately $74,220,000.
The Companies formed the joint venture and acquired the interest in the new
properties in order to facilitate the disposition of the other properties
of the Companies and the distribution to stockholders of the sales proceeds
in accordance with the Plan of Liquidation. Prior to the acquisition of the
Accor S.A. properties, the holder of the Class A Units had the right to
cause the Operating Partnerships to purchase the Class A Units at a
substantial premium to their liquidation value (at the time of the
acquisition, a premium of approximately $6,605,000 in the case of the
Operating Partnership and approximately $16,265,000 for all three operating
partnerships) unless the operating partnerships maintained at least
approximately $54,200,000 of aggregate indebtedness ($22,026,000 in the
case of the Operating Partnership) guaranteed by the holder of the Class A
Units and secured by assets having an aggregate market value of at least
approximately $74,800,000 ($30,400,000 in the case of the Operating
Partnership). These requirements significantly impaired the ability of the
Corporation to sell its properties and make distributions in accordance
with the Plan of Liquidation. In lieu of these requirements, the operating
partnerships acquired the Accor S.A. properties for the benefit of the
holder of the Class A Units. The holder of the Class A Units does, however,
continue to have the right, under certain limited circumstances which the
Companies do not anticipate will occur, to cause the operating partnerships
to purchase the Class A Units at the premium as described above. The terms
of the Class A Units were also modified to eliminate the $2,500,000
aggregate liquidation preferences to which the holder of the Class A Units
was previously entitled ($1,015,148 in the case of the Operating
Partnership).
The holder of the Class A Units has the right to require the operating
partnerships to acquire other properties for its benefit at an aggregate
cash cost to the operating partnerships of $2,500,000 (approximately
$1,015,000 of which would be paid by the Operating Partnership). In that
event the Accor S.A. properties would not be held for the benefit of the
holder of the Class A Units and would be disposed of as part of the
liquidation of the Companies.
16
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
11. SUBSEQUENT EVENTS
On July 9, 2003, the Corporation paid a dividend in the amount of $6.75 per
share to common shareholders of record as of the close of business on June
30, 2003.
17
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995.
Statements contained herein may constitute "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. Any statements contained herein which are not
statements of historical facts and that address activities, events or
developments that Shelbourne Properties II, Inc. expects, believes or
anticipates will or may occur in the future shall be deemed to be
forward-looking statements. Forward-looking statements 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, actual results and performance financial and otherwise, could
differ materially from those set forth in or contemplated by the
forward-looking statements herein. Factors that could cause actual
results to differ materially from those in forward-looking statements
include the terms of future property sales, investments and
financings, general economic and business conditions and various other
risk factors listed in the registration statement of Shelbourne
Properties II, Inc. filed with the Securities and Exchange Commission.
This item should be read in conjunction with the financial statements
and other items contained elsewhere in the report.
ORGANIZATION
Shelbourne Properties II, Inc., a Delaware corporation (the
"Corporation"), was formed on April 17, 2001. The Corporation's
wholly-owned operating partnership, Shelbourne Properties II L.P., a
Delaware limited partnership (the "Operating Partnership", and
together with the Corporation, the "Company"), holds directly and
indirectly all of the Company's properties. Pursuant to a merger that
was consummated on April 17, 2001, the Operating Partnership became
the successor by merger to Integrated Resources High Equity Partners,
L.P.- Series 86 (the "Predecessor Partnership").
In August 2002, the Board of Directors adopted a Plan of Liquidation
(the "Plan of Liquidation") and directed that the Plan of Liquidation
be submitted to the Corporation's stockholders for approval. The
stockholders of the Corporation approved the Plan of Liquidation at a
Special Meeting of Stockholders held on October 29, 2002. The Plan of
Liquidation contemplates the orderly sale of all of the Corporation's
assets for cash or such other form of consideration as may be
conveniently distributed to the Corporation's stockholders and the
payment of (or provision for) the Corporation's liabilities and
expenses, as well as the establishment of a reserve to fund the
Corporation's contingent liabilities. The Plan of Liquidation gives
the Corporation's Board of Directors the power to sell any and all of
the assets of the Corporation without further approval by the
stockholders.
Since the adoption of the Plan of Liquidation, the Company has sold
its properties located in Raleigh, North Carolina and Melrose Park,
Illinois and its joint venture properties located in Hilliard, Ohio,
New York, New York, San Diego, California, and Grove City, Ohio. As a
result, the remaining assets of the Company are an office building
located in Richmond, Virginia, a shopping center in Matthews, North
Carolina, 50% interest in an office building in Seattle, Washington
and a 20.66% interest in an industrial building in the Columbus, Ohio
area. In addition, the Company holds a 40.46% interest in a joint
venture that holds 20 motel properties for the benefit of the Class A
Unitholder. See "The Accotel Transaction" below.
The Corporation currently expects that the liquidation will be
substantially completed not later than October 29, 2004, although
there can be no assurance in this regard. As a result, it is currently
anticipated that not later than October 29, 2004, any then remaining
assets and liabilities will be transferred to a liquidating trust.
With the transfer to a liquidating trust, the liquidation will be
completed for federal and state income tax purposes, although one or
more distributions of the remaining cash and net proceeds from future
asset sales may occur subsequent to the establishment of a liquidating
trust.
18
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
THE TRANSACTION
On February 14, 2002, the Corporation, Shelbourne Properties I, Inc. and
Shelbourne Properties III, Inc. consummated a transaction (the
"Transaction") whereby the Corporation purchased the 343,124 shares of the
Corporation's common stock held by subsidiaries of Presidio Capital
Investment Company, LLC ("PCIC") and the Advisory Agreement was contributed
to the Operating Partnership. Pursuant to the Transaction, the Corporation
paid PCIC $17,866,603 in cash and the Operating Partnership issued
preferred partnership interests with an aggregate liquidation preference of
$1,015,148 and a note in the amount of $22,034,250.
THE ACCOTEL TRANSACTION
In connection with the Transaction, the Operating Partnership issued the
Class A Units to Shelbourne Management. Pursuant to the terms of the
Purchase and Contribution Agreement in which the Class A Units were issued,
the holder of the Class A Units had the right to cause the Operating
Partnership to purchase the Class A Units at a substantial premium to their
liquidation value ($6,605,000 at the January 15, 2003) unless the Operating
Partnership, together with the operating partnerships of Shelbourne
Properties I, Inc. and Shelbourne Properties III, Inc. collectively, the
"Shelbourne OPs") maintained at least approximately $54,200,000 of
aggregate indebtedness ($22,026,000 in the case of the Operating
Partnership) guaranteed by the holder of the Class A Units and secured by
assets having an aggregate market value of at least approximately
$74,800,000 ($30,400,000 in the case of the Operating Partnership) (the
"Debt and Asset Covenant"). These requirements significantly impaired the
ability of the Corporation to sell its properties and pay dividends in
accordance with the Plan of Liquidation.
Accordingly, in a transaction (the "Accotel Transaction") designed to
facilitate the liquidation of the Corporation and provide dividends to
stockholders, on January 15, 2003, a joint venture owned by the Shelbourne
OPs acquired from Realty Holdings of America, LLC, an unaffiliated third
party, a 100% interest in an entity that owns 20 motel properties triple
net leased to an affiliate of Accor S.A. The cash purchase price, which was
provided from working capital, was $2,668,272, of which $867,806,
$1,079,675 and $720,791 was paid by Shelbourne Properties I L.P., the
Operating Partnership and Shelbourne Properties III L.P., respectively. The
properties were also subject to existing mortgage indebtedness in the
principal amount of approximately $74,220,000.
The Accor S.A. properties were acquired for the benefit of the holder of
the Class A Units as they provide sufficient debt to be guaranteed by the
holder of the Class A Units. Except as indicated below, the Class A
Unitholder will ultimately be the sole owner of the joint venture. In
connection with the Accotel Transaction, the terms of the Class A Units
were amended to (i) eliminate the liquidation preferences (as the cost of
the interest in the Accor S.A. properties which was borne by the Shelbourne
OPs satisfied the liquidation preference) and (ii) eliminate the Debt and
Asset Covenant. The holder of the Class A Units does, however, continue to
have the right, under certain limited circumstances which the Companies do
not anticipate will occur, to cause the Shelbourne OPs to purchase their
respective Class A Units at the premium described above. These
circumstances include the occurrence of any of the following while any of
the Class A Units are outstanding; (i) the filing of bankruptcy by a
Shelbourne OP; (ii) the failure of a Shelbourne OP to be taxed as a
partnership; (iii) the termination of the Advisory Agreement; (iv) the
issuing of a guaranty by any of the Companies on the debt securing the
Accor S.A. properties; or (v) the taking of any action with respect to the
Accor S.A. properties without the consent of the Class A Unitholder.
The holder of the Class A Units has the right, which right must be
exercised by no later than July 28, 2004, to require that the Shelbourne
OPs acquire other properties for the Class A Unitholder's benefit at an
aggregate cash cost to the Shelbourne OPs of not more than $2,500,000
(approximately $1,015,000 of which would be paid by the Operating
Partnership). In that event, the Accor S.A. properties would not be held
for the benefit of the holder of the Class A Units and the Companies would
seek to dispose of these properties as part of the liquidation of the
Companies. Accordingly, if the Class A Unitholder were to exercise this
option, there is a risk that the Companies interest in the Accor S.A.
properties could not be sold for their original purchase price.
19
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
THE ACCOTEL TRANSACTION (CONTINUED)
The foregoing description of the transaction does not purport to be
complete, and is qualified in its entirety by reference to the Purchase
Agreement (and all exhibits thereto) dated as of January 15, 2003, the
Modification Agreement, dated as of January 15, 2003 and the Amended and
Restated Partnership Unit Designation, copies of which are attached as
exhibits to the Corporation's Current Report on Form 8-K filed on January
16, 2003, which are incorporated herein by reference.
THE PLAN OF LIQUIDATION-PROPERTY SALES
On October 29, 2002, the Corporation's stockholders approved the Plan of
Liquidation. Accordingly the Corporation began selling its properties.
Since the adoption of the Plan of Liquidation, the Company has sold the
following properties.
Sutton Square. On December 20, 2002, Shelbourne Raleigh Company LLC, a
limited liability company wholly-owned by the Operating Partnership, sold
its property located in Raleigh, North Carolina commonly referred to as
Sutton Square for a gross sales price of $16,750,000. After satisfying the
loan encumbering the property of $6,000,000, adjustments for taxes and
rents and a credit to the purchaser for improvements, as well as closing
costs, net proceeds to the Operating Partnership were approximately
$10,000,000.
TMR Warehouse, Hilliard, Ohio. On January 31, 2003, the Hilliard, Ohio,
property, which was owned by Tri-Columbus Associates, a joint venture in
which the Corporation held a 20.66% interest, was sold for a gross sales
price of $4,600,000. After satisfying the debt encumbering the property of
$2,300,000 (of which the Corporation was responsible for $475,180), closing
adjustments and other closing costs, net proceeds were approximately
$2,063,000, $426,330 of which is attributable to the Corporation's
interest. The joint venture recognized no gain or loss on the sale as the
joint venture's property was previously written down to its net realizable
value.
568 Broadway. On February 28, 2003, 568 Broadway Joint Venture, a joint
venture in which the Corporation indirectly held a 38.925% interest, sold
its property located at 568 Broadway, New York, New York for a gross sales
price of $87,500,000. After assumptions of the debt encumbering the
property, closing adjustments and other closing costs, net proceeds were
approximately $73,000,000 of which approximately $28,415,250 was allocated
to the Operating Partnership. The joint venture recognized an accounting
gain of $67,746,480 of which $26,702,093 was attributable to the
Corporation and is reported in equity income from joint venture.
Melrose Park. Also on February 28, 2003, the Corporation sold its property
located in Melrose Park, Illinois for a gross sales price of $3,247,200.
The Corporation received proceeds of $3,125,632 after closing costs. After
closing adjustments, net proceeds were $2,934,617. The Corporation
recognized an accounting gain of $846,203.
Century Park I. On April 29, 2003, Century Park I Joint Venture, a joint
venture in which the Corporation held a 50% interest, sold its only
property located in San Diego, California for a gross sales price of
$29,750,000. The loan encumbering this property required that a payment of
$20,000,000 be made to pay down the loan. After such payment, closing
adjustments and other closing costs, net proceeds were $9,403,450 of which
the Operating Partnership was allocated $4,701,725. The joint venture
recognized an accounting gain of $20,394,138 of which $10,261,579 was
allocated to the Corporation.
Grove City. On June 18, 2003, the Grove City, Ohio property, which was
owned by Tri-Columbus Associates, in which the Corporation holds a 20.66%
interest, was sold for a gross sales price of $4,090,000. The loan
encumbering this property required principal payment equal to the greater
of $3,300,000 or 90% of the net proceeds. After closing adjustments and
costs the net proceeds were $3,938,286. As a result, the required principal
payment was $3,544,457 of which the Corporation was allocated $732,285. The
remaining proceeds after the principal payment were $393,829 of which the
Corporation was allocated $81,365. The joint venture recognized no gain or
loss on the sale as the joint venture's property was written down to its
net realizable value.
20
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
RECENT DEVELOPMENTS
On July 9, 2003, the Corporation paid a dividend in the amount of $6.75 per
share to common shareholders of record as of the close of business on June
30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses its working capital reserves and any cash from operations
as its primary source of liquidity. In addition, on February 20, 2003, in a
transaction designed to provide flexibility to the Corporation, Shelbourne
Properties II, Inc. and Shelbourne Properties III, Inc. (collectively, the
"Companies") in implementing their respective plans of liquidation and to
enable them to distribute 100% of the net proceeds from the sale of the New
York, New York property, direct and indirect subsidiaries (the "Borrowers")
of each of the Companies entered into a Loan Agreement with Fleet National
Bank, as agent for itself and other lenders ("Fleet") pursuant to which the
Borrowers obtained a $55,000,000 loan (the "Loan"). The Companies believed
that by entering into a single loan transaction instead of three separate
loan transactions they were able to obtain a larger loan at a more
favorable interest rate. The Loan bears interest at the election of the
Borrowers at a rate of either LIBOR plus 2.75% or Fleet's prime rate (but
not less than 5%) plus 1%. At present the Borrowers have elected that the
Loan bear interest at LIBOR plus 2.75%. The Loan matures on February 19,
2006, subject to two one year extensions. The Loan is prepayable in whole
or in part at anytime without penalty or premium.
At June 30, 2003, the outstanding balance due on the Loan was $31,455,543
of which $11,349,257 was allocable to the Company and the interest rate on
the Loan was 4.03125%.
At June 30, 2003, the Loan is secured by mortgages on the Company's
Richmond, Virginia property; Matthews, North Carolina property, the
property held by Seattle Landmark Joint Venture and the property held by
Tri-Columbus Associates, as well as certain other properties owned
indirectly by Shelbourne Properties I, Inc. and Shelbourne Properties III,
Inc. The Borrowers are jointly and severally liable for the repayment of
the amounts due under the Loan and the Operating Partnership and the
Corporation (as well as the other operating partnerships and Companies)
have guaranteed the repayment of the Loan. A portion of the Loan proceeds,
as well as the balance of a note in the amount of $10,000,000 secured by
the 568 Broadway property, were used to satisfy the Credit Facility that
had a balance due of $37,417,249 of which the Corporation was responsible
for $23,304,163.
Pursuant to the terms of the Loan, each Borrower is jointly and severally
liable for the repayment of the entire principal, interest and other
amounts due under the Loan. Accordingly, the Borrowers, the Companies and
the Shelbourne Operating Partnerships have entered into Indemnity,
Contribution and Subrogation Agreements, the purpose and intent of which
was to place the operating partnerships in the same position (as among each
other) as each would have been had the lender made three separate loans,
one to each of the operating partnerships. The principal benefit derived
from obtaining one loan instead of three separate loans is that the
interest rate on the Loan and the costs associated with the Loan are less
than that which would have been incurred for three separate smaller loans.
The Company had $8,571,205 in cash and cash equivalents at June 30, 2003 of
which $2,648,907 was classified as restricted cash. Cash and cash
equivalents are temporarily invested in short-term instruments. The
Company's level of liquidity based upon cash and cash equivalents decreased
by $2,327,290 during the six months ended June 30, 2003. As discussed
further below, the decrease resulted from $52,273,850 of cash used in
financing activities partially offset by $48,160,964 of cash provided by
operating activities and $1,785,596 of cash provided by investing
activities.
In addition to the cash and cash equivalents reported at June 30, 2003, the
Corporation's joint ventures held cash at June 30, 2003 of which the
Corporation's allocable share was $637,278.
Currently, the Corporation's primary sources of funds are rents collected
from tenants, distributions from its joint venture investments and proceeds
from property sales. Rents collected from tenants for the six months ended
June 30, 2003 amounted to $1,127,991 as compared to $2,184,989 for the six
months ended June 30, 2002. This decrease is due to the sale of Sutton
Square in December 2002 and Melrose Crossing I on February 28, 2003. The
distributions in excess of earnings from joint ventures increased by
$4,992,054 to $12,008,112 for the six months
21
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
ended June 30, 2003 from $7,016,058 for the six months ended June 30, 2002.
The reason for the increase is due to the net cash received from the sale
of properties owned by 568 Broadway Joint Venture, Century Park I Joint
Venture and Tri-Columbus Associates during 2003.
Cash provided by investing activities were the result of the sale of
Melrose Crossing which generated proceeds of $3,125,632 which were
partially offset by the investment in the Accotel transaction of $1,079,675
and by improvements to real estate at Commerce Plaza of $258,561 and $1,800
at Melrose Crossing I prior to its sale.
Cash used in financing activities consisted of the dividends paid to
shareholders of ($39,818,244), distributions made to Class A Unitholders of
($25,520), the satisfaction of the Credit Facility ($23,779,343) and the
principal payments on the Fleet Loan ($10,732,285), which were partially
offset by Fleet Loan proceeds of $22,081,542.
RESULTS OF OPERATIONS
Six months ended June 30, 2003 vs. June 30, 2002
Net income
The Corporation's net income available to common shareholders increased by
$62,151,404 to $37,859,085 for the six months ended June 30, 2003 from a
net loss of $24,292,319 for the six months ended June 30, 2002. The
increase in net income available to common shareholders was due to
increases in gain on sale and equity income from joint ventures and a
decrease in expenses which were partially offset by a decrease in rental
revenue and an increase in interest expense. The Corporation's net loss
before equity income from joint ventures, interest and other income and net
gain on sale of real estate was $377,975 for the six months ended June 30,
2003 as compared to a net loss of $25,905,779 for the six months ended June
30, 2002.
Rental Revenue
Rental revenues decreased by $1,124,098, or approximately 46%, to
$1,320,666 for the six months ended June 30, 2003 from $2,444,764 for the
six months ended June 30, 2002 due to the sale of Sutton Square in December
2002 and Melrose Crossing on February 28, 2003. Income for the six months
ended June 30, 2003 included $121,917 related to Sutton Square common area
maintenance recoveries from tenants and percentage rent, compared to Sutton
Square's full operations during the six months ended June 30, 2002 which
generated $926,053 in revenues. Additionally, Matthews Festival and
Commerce Plaza combined rental revenue decreased by $187,929. The sale of
Melrose Crossing I resulted in a further decrease in rental revenue of
$43,278 due to only having two months of operation in 2003 as compared to
six months in 2002.
Costs and Expenses
Costs and expenses for the six months ended June 30, 2003 were $1,698,641,
representing a decrease of $26,651,902 from the same period in 2002. The
decrease is due principally to expenses incurred in 2002 of $23,049,398
associated with the purchase of the Advisory Agreement that was consummated
on February 14, 2002. Excluding expenses associated with the purchase of
the Advisory Agreement, expenses for the six months ended June 30, 2002
were $5,301,145. Therefore, without giving effect to the costs incurred in
2002 for the purchase of the Advisory Agreement, expenses decreased by
$3,602,504 for six months ended June 30, 2003 compared with the same period
in 2002. The decrease is primarily due to reduced administrative expenses,
the cessation of depreciation and amortization and the reduction of the
asset management fees to $200,000 per year.
22
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
RESULTS OF OPERATIONS (CONTINUED)
Operating expenses increased by $25,897 because of improvements made to
Matthews Festival of $381,078. These improvements were expensed instead of
capitalized because the incurrence of these costs did not increase the
estimated net realizable value of the property. This increase in expense
was partially offset by the sale of Sutton Square in December 2002 and
Melrose Crossing in February 2003.
Pursuant to the Plan of Liquidation which was adopted October 29, 2002,
depreciation and amortization expenses ceased as of that date. Therefore,
the Corporation incurred no depreciation and amortization for the six
months ended June 30, 2003 as compared to $658,704 for the same period in
2002. Partnership asset management and transaction management fees
decreased to $100,000 for the six months ended June 30, 2003 from $282,532
for the same period in 2002. In 2002, prior to the Transaction, the fees
were based on 1.25% of gross asset value of the Corporation, which amounted
to $157,582 during 2002 and effective February 14, 2002, and after the
Transaction, there was a fixed asset management fee of $27,778 per month
which amounted to $124,950 for the period beginning February 15, 2002
through June 30, 2002. The total asset management fee and transition
management fees paid for the six months ended June 30, 2002 were $282,532.
Effective October 1, 2002, the asset management fee payable by the
Corporation was reduced to $50,000 per quarter.
Administrative costs decreased to $650,567 for the six months ended June
30, 2003 from $3,401,197 for the same period in 2002. This reduction is due
to the costs not incurred in 2003 that were incurred in 2002 in connection
with the Transaction and legal, professional and consulting fees also
incurred in 2002. Property Management fees decreased to $34,981 from
$71,516 for the six month periods ending June 30, 2003 and 2002,
respectively. The decrease is due to the sale of Sutton Square in December
2002 and Melrose Crossing I in February 2003.
Gain on Sale of Real Estate
The gain on sale of $846,203 for the six months ended June 30, 2003 was due
to the sale of Melrose Crossing I during the six months ended June 30,
2003.
Non-Operating Income and Expenses
Income from investments in joint ventures increased by $35,793,070 to
$37,756,952 for the six months ended June 30, 2003 as compared to
$1,963,882 for the six months ended June 30, 2002. This is primarily due to
568 Broadway Joint Venture, in which the Corporation indirectly held a
38.925% interest, selling its property on February 28, 2003. The joint
venture recognized a gain on sale of $67,746,480 of which $26,702,093 was
allocated to the Corporation. Excluding the gain on sale, the Corporation
experienced a decrease in equity income from 568 Broadway Joint Venture of
$1,735,700 for the six months ended June 30, 2003 as compared to the six
months ended June 30, 2002 due to the recognition of only two months of
revenue and expenses in 2003 resulting from the sale of its property on
February 28, 2003.
The increase in income from investments in joint ventures is also
attributable to the Corporation's joint venture investment known as Century
Park I Joint Venture, in which the Corporation held a 50% interest, which
sold its property located in San Diego, CA on April 29, 2003. The joint
venture recognized a gain on sale of $20,394,138 of which the $10,261,579
was allocated to the Corporation.
Excluding the gain on sale, the Corporation experienced a decrease in
equity income from Century Park I Joint Venture of $16,010 for the six
months ended June 30, 2003 as compared to the six months ended June 30,
2002 due to the recognition of four months of revenue and expenses in 2003
resulting from the sale of its property on April 29, 2003.
The Corporation's joint venture investment known as Tri-Columbus
Associates, in which the Corporation holds a 20.66% interest, sold its
property located in Hilliard, Ohio and its property located in Grove City,
Ohio. The joint
23
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
RESULTS OF OPERATIONS (CONTINUED)
venture recognized no gain or loss on sale as the as the joint venture's
properties were previously written down to their net realizable value.
The Corporation experienced an increase in equity income from Tri Columbus
Associates in the amount of $68,478 due to increased rental collections and
the cessation of depreciation and amortization expenses in accordance with
liquidation accounting.
The Corporation's joint venture investment known as Seattle Landmark Joint
Venture, in which the Corporation owns a 50% interest, experienced a
decrease in equity income of $29,641. This decrease is the result of
improvements to the property. The cost of these improvements were expensed
instead of capitalized because they are not expected to increase the
property's net realizable value.
During the first six months of 2003, interest expense amounted to $379,261,
which consisted of $122,929 paid in connection with the Credit Facility and
$256,332 incurred in connection with the Loan, as compared to $427,211 for
the first six months of 2002. The interest incurred during 2002 was
comprised of $215,768 related to the notes issued to Shelbourne Management
in connection with the purchase of the Advisory Agreement and interest of
$211,443 in connection with the Credit Facility.
Interest income decreased to $38,095 during the six months ended June 30,
2003 from $95,416 during the six months ended June 30, 2002 due to lower
cash balances being invested and lower yields.
Other income for the six months ended June 30, 2003 was $591 as compared to
$548 for the six months ended June 30, 2002.
Three months ended June 30, 2003 vs. June 30, 2002
Net income
The Corporation's net income available to common shareholders increased by
$11,561,242 to a net income of $10,055,021 for the three months ended June
30, 2003 from a net loss of $1,506,221 for the three months ended June 30,
2002. The increase in net income available to common shareholders was due
to an increased equity income from joint ventures, a decrease in costs and
expenses and a decrease in interest expense. These changes were partially
offset by a decrease in rental revenue. The Corporation's net loss before
equity income from joint ventures, gain on sale of real estate, interest
and other income was $139,570 for the three months ended June 30, 2003 as
compared to a net loss of $2,207,850 for the three months ended June 30,
2002.
Rental Revenue
Rental revenues decreased $702,774, or approximately 56%, to $541,265 for
the three months ended June 30, 2003 from $1,244,039 for the three months
ended June 30, 2002. The sale of Sutton Square in December 2002 and Melrose
Crossing on February 28, 2003 resulted in a decrease in revenue of
$484,494. In addition, Matthews Festival and Commerce Plaza combined rental
revenue decreased by $235,625. This is primarily due to non-recurring
revenue recognized during 2002 from a lease buyout by Carmike Cinemas at
Matthews Festival.
Costs and Expenses
Costs and expenses for the three months ended June 30, 2003 amounted to
$680,835, representing a decrease of $2,771,054 from the same period in
2002. The decrease is primarily due to reduced administrative expenses as a
result of legal, professional and consulting fees incurred during the three
months ended June 30, 2002 and not incurred during the three months ended
June 30, 2003. The cessation of depreciation and amortization and the
reduction of the asset management fees to $200,000 per year also
contributed to the reduction of in costs and expenses along with the sale
of certain properties.
24
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
RESULTS OF OPERATIONS (CONTINUED)
Operating expenses decreased by $251,530 primarily as a result of the sale
of Sutton Square in December 2002 and the sale of Melrose Crossing I in
February 2003. The decrease was partially offset by the expense of $219,712
for improvements to Matthews Festival. These costs were not capitalized as
the improvements are not expected to increase net realizable value.
Pursuant to the Plan of Liquidation which was adopted October 29, 2002,
depreciation and amortization expenses ceased as of that date. Therefore
for the Corporation incurred no depreciation and amortization for the three
months ended June 30, 2003 as compared to $361,040 for the same period in
2002. Partnership asset management and transition management fees decreased
to $50,000 for the three months ended June 30, 2003 from $83,300 for the
same period in 2002. In 2002 and after the Transaction, there was a fixed
asset management fee of $27,778 per month which amounted to $83,300 during
the second quarter of 2002. Effective October 1, 2002, the asset management
fee payable by the Corporation was reduced to $50,000 per quarter.
Administrative costs decreased to $421,842 for the three months ended June
30, 2003 from $2,523,814 for the same period in 2002. This reduction is due
to the legal, professional and consulting costs not incurred in 2003 that
were incurred in 2002. Property Management fees decreased to $15,319 from
$38,531 for the periods ending June 30, 2003 and 2002 respectively. The
decrease is due primarily to the sale of Sutton Square in December 2002 and
Melrose Crossing I in February 2003.
Non-Operating Income and Expenses
Income from investments in joint ventures increased by $9,378,881 to
$10,348,406 for the three months ended June 30, 2003 as compared to
$969,525 for the three months ended June 30, 2002
Excluding the gain on sale, the Corporation experienced a decrease in
equity income from Century Park I Joint Venture of $131,408 for the three
months ended June 30, 2003 as compared to the three months ended June 30,
2002 due to the sale of its property on April 29, 2003.
The Corporation experienced a decrease of $159,539 in equity income from
its joint venture investment known as 568 Broadway Joint Venture, in which
the Corporation held a 38.925% interest, for the three months ended June
30, 2003 as compared to the same period ended in 2002. This decrease is due
to the sale of its property on February 28, 2003.
The Corporation's joint venture investment known as Century Park I Joint
Venture, in which the Corporation held a 50% interest, sold its property
located in San Diego, CA on April 29, 2003. The joint venture recognized a
gain on sale of $20,394,138 of which the $10,261,579 was allocated to the
Corporation.
The Corporation's joint venture investment known as Tri-Columbus
Associates, in which the Corporation holds a 20.66% interest, sold its
property located in Grove City, Ohio. The joint venture recognized no gain
or loss on sale as the joint venture's properties were previously written
down to their net realizable value.
The Corporation experienced an increase in equity income from Tri-Columbus
Associates in the amount of $27,964 due to the cessation of depreciation
and amortization expenses in accordance with liquidation accounting.
The Corporation's joint venture investment know as Seattle Landmark Joint
Venture, in which the Corporation owns a 50% interest, experienced an
increase in equity income of $74,327 due to the cessation of depreciation
and amortization expenses in accordance with liquidation accounting.
25
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
RESULTS OF OPERATIONS (CONTINUED)
During the second quarter of 2003, interest expense was $155,979. This was
incurred in connection with the Fleet Loan. The interest expense for the
second quarter of 2002 was $299,454. The interest in 2002 was comprised of
$88,011 on the notes issued to Shelbourne Management in connection with the
purchase of the Advisory Agreement and $211,443 incurred in connection with
the Credit Facility.
Interest income decreased to $14,404 during the three months ended June 30,
2003 from $44,388 during the three months ended June 30, 2002 due to lower
cash balances being invested and lower yields.
Other income for the three months ended June 30, 2003 was $591 as compared
to $0 for the three months ended June 30, 2002.
Inflation
Inflation is not expected to have a material impact on the operations or
financial position of the Corporation.
26
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary market risk the Corporation faces is interest rate
sensitivity. The Corporation's long-term debt bears interest at a
floating rate, and therefore the Corporation is exposed to the risk of
interest rate changes. At June 30, 2003, borrowings under our secured
loan totaled $11,349,257 and initially bore an interest rate of LIBOR
plus 2.75%. Based on the balance outstanding on the Corporation's
credit facility at August 12, 2003 and the interest rate at that date,
a 10% increase in LIBOR would increase the Corporation's interest
expense in 2003 by approximately $14,541. Conversely, a 10% decrease
in LIBOR would decrease the Corporation's interest expense in 2003 by
the same amount. The gain or loss the Corporation ultimately realizes
with respect to interest rate fluctuations will depend on the actual
interest rates during that period. The Corporation does not utilize
derivative financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
The Corporation's principal executive officer and principal financial
officer have, within 90 days of the filing date of this quarterly
report, evaluated the effectiveness of the Corporation's disclosure
controls and procedures (as defined in Exchange Act Rules 13a - 14(c))
and have determined that such disclosure controls and procedures are
adequate. There have been no significant changes in the Corporation's
internal controls or in other factors that could significantly affect
such internal controls since the date of evaluation. Accordingly, no
corrective actions have been taken with regard to significant
deficiencies or material weaknesses.
27
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 2003, the Corporation held its annual meeting of the Stockholders at
which time (i) Mr. Arthur Blasberg, Jr., and Mr. Steven Zalkind were elected to
as Class II Directors of the Corporation, and (ii) Deloitte & Touche LLP was
ratified as the Company's independent auditors. The following table indicates
the votes "for" and "against" on these matters, and abstentions.
Action Votes For Votes Against Abstentions
------ --------- ------------- -----------
Election of Directors
Arthur Blasberg, Jr. 659,107 6,285 --
Steven Zalkind 659,307 6,085 --
Ratification of Deloitte & Touche, LLP 656,906 1,824 6,662
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibits required by Item 601 of Regulation S-K are filed herewith or
incorporated herein by reference and are listed in the attached Exhibit Index.
(b) REPORTS ON FORM 8-K
The following reports on Form 8-K were filed on behalf of the Registrant during
the quarter ended June 30, 2003:
(i) Sale of San Diego, California Property
Item reported: 2
Dated filed: April 30, 2003
(ii) Sale of Grove City, Ohio Property
Item reported: 2, 5
Dated filed: June 20, 2003
Issuance of Dividend
28
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Shelbourne Properties II, Inc.
(Registrant)
Dated: August 12, 2003 By: /S/ Michael L. Ashner
------------------------
Michael L. Ashner
Chief Executive Officer
29
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
2.1 Stock Purchase Agreement among HX Investors,
Exeter Capital Corporation and the Company (4)
2.2 Amendment No. 1 to Stock Purchase Agreement (6)
2.3 Plan of Liquidation (7)
3.1 Amended and Restated Certificate of Incorporation of the Company (1)
3.2 Amended and Restated Bylaws of the Corporation (1)
4.1 Limited Partnership of the operating partnership (1)
4.2 Stockholder Rights Agreement (1)
4.3 Amendment to Stockholder Rights Agreement (2)
4.4 Restated Partnership Unit Designation for 5% Class A Preferred (9)
Partnership Units (incorporated by reference to Exhibit E-1 of Exhibit 10.4)
4.5 Stockholder Agreement, among the Companies and (3)
HX Investors, LP and Exeter Capital Corporation, dated as of April 30, 2002
4.6 Amendment No. 2 to Stockholder Rights Agreement (5)
4.7 Partnership Unit Designation of the Class B Partnership Units of the Operating Partnership (8)
10.1 Settlement Agreement and Mutual Release between
HX Investors, the Companies and Shelbourne Management (4)
10.2 Amendment No. 1 to Settlement Agreement (6)
10.3 Purchase Agreement, dated as of January 15, 2003, (9)
between the Shelbourne JV LLC and Realty Holdings of America, LLC
10.4 Agreement, dated as of January 15, 2003, among . (9)
Presidio Capital Investment Company, LLC (and certain of its subsidiaries),
Shelbourne Management, NorthStar Capital Investment Corp., each of the
Shelbourne REITs and its operating partnership and HX Investors, L.P
10.5 Loan Agreement, dated as of February 19, 2003, among Shelbourne Properties I L.P., (10)
Shelbourne Properties II L.P., Shelbourne Properties III L.P., Shelbourne Richmond
Company LLC, Shelbourne Matthews Company LLC, Shelbourne
Las Vegas Company LLC, Century Park I Joint Venture, Seattle Landmark
Joint Venture, Tri-Columbus Associates and Fleet National Bank and the other
lending institutions which may become party thereto and Fleet National Bank, as agent
10.6 Form of Guaranty, dated as of February 19, 2003, from Shelbourne Properties III, Inc. and (10)
Shelbourne Properties III L.P.
10.7 Form of Indemnity, Contribution and Subrogation Agreement, dated as of February (10)
19, 2003, among the REITs and the operating partnerships
10.8 Form of Deed of Trust, Assignment of Leases and Rents, Security Agreement (10)
and Fixture Filing with respect to the Collateral Properties dated as of February 19, 2003
in favor of Fleet National Bank
10.9 Cash Management Agreement, dated February 19, 2003, among Shelbourne Properties (10)
I L.P., Shelbourne Properties II L.P., Shelbourne Properties III L.P., Fleet National Bank,
as agent for itself and the Lenders, and various subsidiaries of the Shelbourne OP's listed
on Exhibit A thereto
31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 34
- ------------------
(1) incorporated by reference to the Registration Statement of the Company on
Form S-4 filed on February 11, 2000, as amended
(2) incorporated by reference to the Current Report of the Company on Form 8-K
filed on February 14, 2002
30
SHELBOURNE PROPERTIES II, INC.
FORM 10Q-JUNE 30, 2003
(3) incorporated by reference to the Current Report of the Company on Form 8-K
filed on May 14, 2002.
(4) incorporated by reference to the Current Report of the Company on Form 8-K
filed on July 2, 2002.
(5) incorporated by reference to the Current Report of the Company on Form 8-K
filed on July 8, 2002
(6) incorporated by reference to the Current Report of the Company on Form 8-K
filed on August 5, 2002
(7) incorporated by reference to Appendix A to the Company's Definitive Proxy
Statement on Schedule 14A filed on September 27, 2002
(8) incorporated by reference to the Quarterly Report on Form 10-Q of the
Company filed on November 14, 2002.
(9) incorporated by reference to the Current Report of the Company on Form 8-K
filed on January 15, 2003.
(10) incorporated by reference to the Current Report of the Company on Form 8-K
filed on February 24, 2003.
31