United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended February 28, 1997
or
-- Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-13330
HUTTON/CONAM REALTY PENSION INVESTORS
Exact Name of Registrant as Specified in its Charter
New York
State or Other Jurisdiction of 11-2673854
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
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 ____
Balance Sheets At February 28, At November 30,
1997 1996
Assets
Investments in real estate:
Properties $ 5,844,128 $ 5,844,128
Less accumulated depreciation (1,609,360) (1,567,164)
Mortgage loan investments 9,675,900 9,675,900
13,910,668 13,952,864
Property held for disposition 3,971,304 3,971,304
Cash and cash equivalents 1,433,294 1,818,059
Interest receivable - deferred, net of
valuation allowance of $2,350,789
in 1997 and $2,145,176 in 1996 1,674,100 1,674,100
Other assets 49,827 49,827
Total Assets $ 21,039,193 $ 21,466,154
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ 253,921 $ 507,842
Accounts payable and accrued expenses 86,253 263,985
Due to general partners and affiliates 11,056 11,094
Deferred income - loan modification fees 14,663 19,794
Security deposits 69,383 72,620
Total Liabilities 435,276 875,335
Partners' Capital:
General Partners 276,840 274,497
Limited Partners 20,327,077 20,316,322
Total Partners' Capital 20,603,917 20,590,819
Total Liabilities and
Partners' Capital $ 21,039,193 $ 21,466,154
Statement of Partners' Capital
For the three months ended General Limited
February 28, 1997 Partners Partners Total
Balance at December 1, 1996 $ 274,497 $ 20,316,322 $ 20,590,819
Net income 15,039 251,980 267,019
Cash distributions (12,696) (241,225) (253,921)
Balance at February 28, 1997 $ 276,840 $ 20,327,077 $ 20,603,917
Statements of Operations
For the three months ended February 28 and February 29, 1997 1996
Income
Rental $ 667,948 $ 617,243
Mortgage interest 205,613 205,613
Interest 19,005 23,283
Loan modification fees 5,131 5,131
Total Income 897,697 851,270
Expenses
Property operating 321,218 347,824
Provision for losses 205,613 _
Depreciation 42,196 92,668
General and administrative 61,651 36,728
Total Expenses 630,678 477,220
Net Income $ 267,019 $ 374,050
Net Income Allocated:
To the General Partners $ 15,039 $ 22,409
To the Limited Partners 251,980 351,641
$ 267,019 $ 374,050
Per limited partnership unit
(96,490 outstanding) $2.61 $3.64
Statements of Cash Flows
For the three months ended February 28 and February 29, 1997 1996
Cash Flows From Operating Activities:
Net income $ 267,019 $ 374,050
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses 205,613 _
Depreciation 42,196 92,668
Deferred income - loan modification fees (5,131) (5,131)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Interest receivable (205,613) _
Other assets _ (7,269)
Accounts payable and accrued expenses (177,732) (179,370)
Due to general partners and affiliates (38) 658
Security deposits (3,237) 1,862
Net cash provided by operating activities 123,077 277,468
Cash Flows From Financing Activities:
Distributions (507,842) (507,842)
Net cash used for financing activities (507,842) (507,842)
Net decrease in cash and cash equivalents (384,765) (230,374)
Cash and cash equivalents, beginning of period 1,818,059 1,979,963
Cash and cash equivalents, end of period $1,433,294 $1,749,589
Notes to the Financial Statements
The unaudited financial statements should be read in conjunction
with the Partnership's annual 1996 audited financial statements
within Form 10-K.
The unaudited financial statements include all normal and
reoccurring adjustments which are, in the opinion of management,
necessary to present a fair statement of financial position as of
February 28, 1997 and the results of operations and cash flows
for the three months ended February 28, 1997 and February 29,
1996 and the statement of partner's capital for the three months
ended February 28, 1997. Results of operations for the period
are not necessarily indicative of the results to be expected for
the full year.
Certain prior year amounts have been reclassified to conform to
the current year's presentation.
The following significant events have occurred subsequent to
fiscal year 1996 and material contingencies exist, which require
disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
On January 22, 1997, the Partnership delivered notice of default
to Southridge Partners I ("Southridge") with respect to the
Partnership's loans on Park View Village and Oaktree Village (the
"Loans"), respectively. The Partnership indicated, among other
things, that the Loans are in default due to, without limitation,
the failure of Southridge to make the payment of minimum interest
due on January 1, 1997 and due to its failure to make the
required monthly deferred minimum interest payments during 1996
and the required contingent interest payments for the first three
quarters of 1996 (collectively the "Current Amounts Due") as
required by each of the loan documents. The Partnership has
demanded payment of the Current Amounts Due from Southridge with
respect to each of the Loans, however, the Partnership has not
accelerated payment of the outstanding balance of the Loans.
On February 21, 1997, the General Partners executed a Letter of
Intent ("LOI") with Southridge, whereby, Southridge's default
status on the Loans would be resolved. The resolutions
contemplated in the LOI include: (i) Southridge deeding over
Oaktree Village to the Partnership; and (ii) modifying the Park
View Village mortgage to reflect additional terms and conditions,
including but not limited to, an extension of the maturity date
of the loan, the deferral of debt service payments until a
capital improvement reserve account is fully funded with an
agreed upon amount, and the inclusion of a discount payoff option
for Southridge during the extension period, whereby, Southridge
could payoff the aggregate of the $5,200,650 face amount of the
Park View Village loan and the unpaid accrued interest which
totaled $1,959,754 as of February 28, 1997, for $5,650,000.
The General Partners anticipate finalizing the terms in the LOI
with a binding agreement with Southridge in the second fiscal
quarter of 1997.
The Partnership has not received interest payments in the amount
of $205,613, from Southridge with respect to the Loans on Park
View Village and Oaktree Village for the first fiscal quarter of
1997. Pursuant to the LOI, the Partnership has recorded a loss
provision in the amount of $205,613 for the first fiscal quarter
of 1997.
The Partnership had signed a contract, dated January 24, 1997, to
sell Chaparosa Apartments. On March 17, 1997, the prospective
buyer executed its right to terminate the purchase agreement
during the due diligence period. The General Partners have since
resumed marketing Chaparosa Apartments for sale.
Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Partnership's investment portfolio consists of: (1) two
mortgage loans funded to Southridge Partners I ("Southridge")
which are secured by two apartment properties, Park View Village
and Oaktree Village; and (2) two apartment properties, Bryn Athyn
Apartments and Chaparosa Apartments, which were acquired by the
Partnership on July 14, 1989 and January 31, 1992, respectively.
The Partnership had signed a contract to sell Chaparosa
Apartments, but on November 11, 1996 the prospective buyer, after
evaluating the results of its due diligence, opted to exercise
its right to terminate the purchase agreement. Subsequently, the
Partnership signed a contract dated January 24, 1997 to sell the
property to another unaffiliated institutional investor at an
anticipated sales price of approximately $6,011,200. On March
17, 1997, the prospective buyer executed its right to terminate
the purchase agreement during the due diligence period. The
General Partners have since resumed marketing Chaparosa
Apartments for sale.
At February 28, 1997, the Partnership had cash and cash
equivalents of $1,433,294 which were invested in unaffiliated
money market funds, compared with $1,818,059 at November 30,
1996. The decrease reflects cash distributions to Partners
exceeding cash provided by operating activities during the first
quarter of fiscal 1997.
The General Partners declared a cash distribution of $2.50 per
Unit for the quarter ended February 28, 1997 which will be paid
to investors on or about April 15, 1997. The distribution level
was reduced from $5.00 per Unit in the preceeding quarter due to
the Southridge default (see below) and the need to maintain
adequate cash reserves to fund required capital improvements at
Oaktree Village. The level of future distributions will be
evaluated on a quarterly basis and will depend on the
Partnership's operating results and future cash needs.
On January 22, 1997, the Partnership delivered notice of default
to Southridge Partners I with respect to the Partnership's loans
on Park View Village and Oaktree Village (the "Loans"),
respectively. The Partnership indicated, among other things,
that the Loans are in default due to, without limitation the
failure of Southridge to make: i) the payment of minimum
interest due on January 1, 1997; ii) the required monthly
deferred minimum interest payments during 1996 and; iii) the
required contingent interest payments for the first three
quarters of 1996 as required by each of the loan documents.
Additionally, the Partnership indicated that the Loans are in
default due to Southridge's failure to adequately maintain,
preserve and protect the condition of Park View and Oaktree. The
Partnership has demanded payment of the current amounts due from
Southridge with respect to each of the Loans, however, the
Partnership has not accelerated payment of the outstanding
balance of the Loans.
On February 21, 1997, the General Partners executed a Letter of
Intent ("LOI") with Southridge, whereby, Southridge's default
status on the Loans would be resolved. The resolutions
contemplated in the LOI include: (i) Southridge deeding over
Oaktree Village to the Partnership; and (ii) modifying the Park
View Village mortgage to reflect additional terms and conditions,
including but not limited to, an extension of the maturity date
of the loan, the deferral of debt service payments until a
capital improvement reserve account is fully funded with an
agreed upon amount, and the inclusion of a discount payoff option
for Southridge during the extension period, whereby, Southridge
could payoff the aggregate of the $5,200,650 face amount of the
Park View Village loan and the unpaid accrued interest which
totaled $1,959,754 as of February 28, 1997, for $5,650,000.
The General Partners anticipate finalizing the terms in the LOI
with a binding agreement with Southridge in the second fiscal
quarter of 1997.
The Partnership has not received interest payments in the amount
of $205,613, from Southridge with respect to the Loans on Park
View Village and Oaktree Village for the first fiscal quarter of
1997. Pursuant to the LOI, the Partnership has recorded a loss
provision in the amount of $205,613 for the first fiscal quarter
of 1997.
Given the improvement in the performance of multifamily real
estate, and the improvement in the real estate capital markets
which has increased demand by potential buyers, the General
Partners have determined that it is in the best interest of the
Partnership to attempt to sell its properties in an orderly
manner over the next few years. Assuming these efforts are
successful, we would expect to distribute the sales proceeds and
subsequently dissolve the Partnership in 1998 or 1999. However,
meeting this objective will be dependent upon a variety of
factors, many of which are not within the Partnership's control.
Consequently, there can be no assurance that the properties can
be sold, that particular prices will be achieved, or that all the
properties can be sold within this time frame.
Results of Operations
Partnership operations for the three months ended February 28,
1997 generated net income of $267,019 compared with net income of
$374,050 for the corresponding period in fiscal 1996. The
decrease is primarily due to a provision for losses of $205,613
in the fiscal 1997 period, representing past due mortgage
interest on the Southridge Loans for the first quarter of fiscal
1997 (see "Liquidity and Capital Resources" above for a
discussion of the Southridge default.)
Rental income totaled $667,948 for the three months ended
February 28, 1997, compared with $617,243 for the corresponding
period in fiscal 1996. The increase primarily reflects higher
rental rates at both of the Partnership's wholly-owned properties
during the fiscal 1997 period.
Depreciation expense totaled $42,196 for the three months ended
February 28, 1997 compared with $92,668 in the corresponding
period in fiscal 1996. The decrease reflects the
reclassification during the fourth fiscal quarter of 1996 of the
Chaparosa property as an asset held for disposition. General and
administrative expense totaled $61,651 for the three months ended
February 28, 1997 compared with $36,728 for the corresponding
period in fiscal 1996. The increase reflects higher printing and
postage expense in the fiscal 1997 period and amounts paid in
association with an environmental site assessment of Park View
Village and Oaktree Village.
During the first three months of fiscal 1997 and 1996, average
occupancy levels at the Partnership's two properties and at the
properties securing the Partnership's equity participating loans
were as follows:
Real Estate Investments: 1997 1996
Bryn Athyn Apartments 97% 96%
Chaparosa Apartments 97% 97%
Mortgage Loan Investments:
Oaktree Village 92% 94%
Park View Village 97% 97%
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K:
On February 5, 1997 the Partnership filed a Form 8-K
regarding the delivery of notice of defaults with
respect to the two mortgage loans secured by Park View
Village and Oaktree Village.
On March 17, 1997, the Partnership filed a Form 8-K
reporting the termination of the purchase agreement to
sell Chaparosa Apartments.
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.
HUTTON/CONAM REALTY PENSION INVESTORS
BY: RPI REAL ESTATE SERVICES, INC.
General Partner
Date: April 14, 1997 BY: /s/ Paul L. Abbott
Paul L. Abbott
Director, President, Chief Executive
Officer and Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Nov-30-1997
<PERIOD-END> Feb-28-1997
<CASH> 1,433,294
<SECURITIES> 000
<RECEIVABLE> 4,024,889
<ALLOWANCES> 2,350,789
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<PP&E> 10,509,852
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<SALES> 667,948
<TOTAL-REVENUES> 897,697
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<TOTAL-COSTS> 321,218
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