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 August 31, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-13330
HUTTON/CONAM REALTY PENSION INVESTORS
Exact Name of Registrant as Specified in its Charter
New York 11-2673854
State or Other Jurisdiction of I.R.S. Employer Identification No.
Incorporation or Organization
1764 San Diego Avenue
San Diego, CA Attn: Robert J. Svatos 10285
Address of Principal Executive Offices Zip Code
(619) 297-6771
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 August 31, At November 30,
1997 1996
Assets
Investments in real estate:
Properties $ - $ 5,844,128
Less accumulated depreciation - (1,567,164)
Mortgage loan investments 9,675,900 9,675,900
9,675,900 13,952,864
Property held for disposition 4,234,768 3,971,304
Cash and cash equivalents 7,123,980 1,818,059
Interest receivable - deferred, net
of valuation allowance of $2,762,015
in 1997 and $2,145,176 in 1996 1,674,100 1,674,100
Other assets 53,504 49,827
Total Assets $22,762,252 $21,466,154
Liabilities and Partners' Capital
Liabilities:
Distribution payable $ 253,921 $ 507,842
Accounts payable and accrued expenses 124,304 263,985
Due to general partners and affiliates 11,054 11,094
Deferred income- loan modification fees 4,400 19,794
Security deposits 28,590 72,620
Total Liabilities 422,269 875,335
Partners' Capital:
General Partners 291,989 274,497
Limited Partners 22,047,994 20,316,322
Total Partners' Capital 22,339,983 20,590,819
Total Liabilities and Partners' Capital $22,762,252 $21,466,154
Statement of Partners' Capital
For the nine months ended August 31, 1997
General Limited
Partners Partners Total
Balance at December 1, 1996 $274,497 $20,316,322 $20,590,819
Net income 55,580 2,455,347 2,510,927
Cash distributions (38,088) (723,675) (761,763)
Balance at August 31, 1997 $291,989 $22,047,994 $22,339,983
Statements of Operations Three months ended Nine months ended
August 31, August 31,
1997 1996 1997 1996
Income
Rental $572,813 $658,486 $1,920,909 $1,909,420
Mortgage interest 205,613 205,613 616,839 616,839
Interest 41,237 20,634 78,419 64,787
Loan modification fees 5,181 5,131 15,443 15,393
Total Income 824,844 889,864 2,631,610 2,606,439
Expenses
Property operating 338,487 388,963 1,006,607 1,031,201
Provision for losses 205,613 - 616,839 -
Depreciation - 88,671 42,196 274,006
General and administrative 47,765 47,959 173,733 123,176
Total Expenses 591,865 525,593 1,839,375 1,428,383
Income from operations 232,979 364,271 792,235 1,178,056
Gain on sale of property 1,718,692 - 1,718,692 -
Net Income $1,951,671 $364,271 $2,510,927 $1,178,056
Net Income Allocated:
To the General Partners $ 29,674 $ 21,760 $ 55,580 $ 69,863
To the Limited Partners 1,921,997 342,511 2,455,347 1,108,193
$1,951,671 $364,271 $2,510,927 $1,178,056
Per limited partnership unit
(96,490 outstanding) $19.92 $3.55 $25.45 $11.49
Statements of Cash Flows
For the nine months ended August 31, 1997 1996
Cash Flows From Operating Activities:
Net income $2,510,927 $1,178,056
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses 616,839 -
Depreciation 42,196 274,006
Deferred income- loan modification fees (15,394) (15,393)
Gain on sale of property (1,718,692) -
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Interest receivable (616,839) -
Other assets (3,677) (4,467)
Accounts payable and accrued expenses (139,681) (59,159)
Due to general partners and affiliates (40) 1,000
Security deposits (44,030) 1,948
Net cash provided by operating activities 631,609 1,375,991
Cash Flows From Investing Activities:
Net proceeds from sale of property 5,689,996 -
Additions to real estate - (25,507)
Net cash used for investing activities 5,689,996 (25,507)
Cash Flows From Financing Activities:
Distributions (1,015,684) (1,523,526)
Net cash provided by (used for) financing activities
(1,015,684) (1,526,526)
Net increase (decrease) in cash and cash equivalents
5,305,921 (173,042)
Cash and cash equivalents, beginning of period 1,818,059 1,979,963
Cash and cash equivalents, end of period $7,123,980 $1,806,921
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1996 audited financial statements within Form 10-K.
The unaudited interim financial statements include all normal and recurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of financial position as of August 31, 1997 and the results of
operations for the three and nine months ended August 31, 1997 and 1996, cash
flows for the nine months ended August 31, 1997 and 1996 and the statement of
partners' capital for the nine months ended August 31, 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,
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"). The Partnership indicated, among
other things, that the Loans were in default due to, without limitation, the
failure of Southridge to make the payment of minimum interest due on January 1,
1997 and 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 demanded payment of
the Current Amounts Due from Southridge with respect to each of the Loans,
however, the Partnership did not accelerate payment of the outstanding balance
of the Loans.
On February 21, 1997, the Partnership executed a Letter of Intent ("LOI") with
Southridge, whereby Southridge's default on the Loans would be resolved. The
LOI required for the borrower to deed over Oaktree Village to the Partnership
and to modify the terms of the Park View Village note. On September 19, 1997,
definitive agreements were signed consistent with the terms of the LOI. As a
result, Oaktree Village was deeded to the Partnership. Oaktree's appraised
value as of November 30, 1996, as determined by an independent appraisal, was
$5.7 million. The Park View Village note was modified to provide for an
extension of the maturity date to June 30, 1999, the deferral of debt service
payments for the lesser of twelve months commencing January 1, 1997, or until a
capital improvement reserve account is fully funded with an agreed upon amount,
and the inclusion of a discounted payoff option for the borrower during the
extension periods. The payoff option enables the borrower to pay off the $5.2
million outstanding principal balance of the Park View Village note and any
accrued interest, which totaled approximately $2.2 million at August 31, 1997,
for $5.65 million.
The Partnership has not received interest payments in the amount of $616,839,
from Southridge with respect to the Loans on Park View Village and Oaktree
Village for the first nine months of 1997. Pursuant to the LOI, the
Partnership recorded a loss provision in the amount of $616,839 for the first
nine months of 1997.
On August 6, 1997, the Partnership closed the sale of the Chaparosa Apartments
to Apple Residential Income Trust, Inc., an unaffiliated company, for net
proceeds totaling $5,689,996 and a gain on sale of approximately $1.7 million.
On September 22, 1997, the Partnership closed the sale of the Bryn Athyn
Apartments to SCA North Carolina Limited Partnership, an unaffiliated company,
for net proceeds totaling approximately $8,887,000, and a gain on sale of
approximately $4.7 million.
On October 8, 1997, ConAm Property Services III, Ltd., a co general partner of
the Partnership, acquired RPI Real Estate Services Inc.'s co-general partner
interest in the Partnership. As a result, ConAm Property Services III, Ltd.
will now serve as the sole general partner of the Partnership. See Part II,
Item 5 of this 10-Q for additional information.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
At August 31, 1997, the Partnership's investment portfolio consisted of: (1)
two mortgage loans funded to Southridge Partners I ("Southridge") which were
secured by two apartment properties, Park View Village and Oaktree Village; and
(2) one apartment property, Bryn Athyn Apartments ("Bryn Athyn"), which was
acquired by the Partnership on July 14, 1989. As discussed below, the
Partnership completed the sale of Bryn Athyn on September 22, 1997.
Additionally, the Partnership formerly owned an additional property, Chaparosa
Apartments which, as discussed below, was sold on August 6, 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 Partner has 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. In keeping with this objective, on August 6,
1997, the Partnership closed on the sale of Chaparosa Apartments ("Chaparosa").
The Property sold for net sales proceeds of $5,689,996 to Apple Residential
Income Trust, Inc., which is unaffiliated with the Partnership. In addition,
on September 22, 1997 the Partnership sold Bryn Athyn to SCA North Carolina
Limited Partnership, which is unaffiliated with the Partnership, for net sales
proceeds of approximately $8,887,000. Both selling prices were determined by
arm's length negotiations between the Partnership and the respective buyers.
As a result of the sales, the Partnership intends to pay a special cash
distribution in the near future. Additionally, the Partnership will pay its
third quarter cash distribution from operations prior to the end of October,
1997 in the amount of $2.50 per Unit. Including this distribution, cumulative
cash distributions total $507.18 per original $500 Unit. Future quarterly cash
distributions from operations may be reduced, or suspended, to reflect the
corresponding reduction in the Partnership's cash flow as a result of the sale
of Chaparosa and Bryn Athyn Apartments. Additionally, future cash
distributions will now be dependent on the operations of Oaktree Village which,
as discussed below, was deeded to the Partnership by the borrower in September
1997, and the Partnership's mortgage loan investment in Park View Village, the
terms of which were modified, as detailed below.
On January 22, 1997, the Partnership delivered notice of default to Southridge
with respect to the Partnership's loans on Park View Village and Oaktree
Village (the "Loans"). The Partnership indicated, among other things, that the
Loans were 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 were in default due to Southridge's failure to adequately
maintain, preserve and protect the condition of Park View Village and Oaktree
Village. The Partnership demanded payment of the amounts due from Southridge
with respect to each of the Loans, however, the Partnership did not accelerate
payment of the outstanding balance of the Loans.
On February 21, 1997, the Partnership executed a Letter of Intent ("LOI") with
Southridge, whereby Southridge's default on the Loans would be resolved. The
LOI called for the borrower to deed over Oaktree Village to the Partnership and
modify the terms of the Park View Village note. On September 19, 1997,
definitive agreements were signed consistent with the terms of the LOI. As a
result, Oaktree Village was deeded to the Partnership. Oaktree's appraised
value as of November 30, 1996, as determined by an independent appraisal, was
$5.7 million. The Park View Village note was modified to provide for an
extension of the maturity date to June 30, 1999, the deferral of debt service
payments for the lesser of twelve months commencing January 1, 1997, or until a
capital improvement reserve account is fully funded with an agreed upon amount,
and the inclusion of a discounted payoff option for the borrower during the
extension periods. The payoff option enables the borrower to pay off the $5.2
million outstanding principal balance of the Park View Village note and any
accrued interest, which totaled approximately $2.2 million at August 31, 1997,
for $5.65 million.
The Partnership had not received interest payments in the amount of $616,839
from Southridge with respect to the Loans on Park View Village and Oaktree
Village during the first nine months of fiscal 1997. Pursuant to the LOI, the
Partnership has recorded a loss provision in the amount of $616,839 for the
first nine months of fiscal 1997.
At August 31, 1997, the Partnership had cash and cash equivalents of $7,123,980
which were invested in unaffiliated money market funds, compared with
$1,818,059 at November 30, 1996. The increase is primarily attributable the
proceeds received from the August 6, 1997 sale of Chaparosa.
Results of Operations
Partnership operations for the three and nine months ended August 31, 1997
generated net income of $1,951,671 and $2,510,927, respectively, compared with
net income of $364,271 and $1,178,056 for the corresponding periods in fiscal
1996. The increases in both periods are primarily attributable to the gain
realized on the sale of Chaparosa. Excluding this gain, the Partnership
generated income from operations totaling $232,979 and $792,235, respectively,
for the three and nine months ended August 31, 1997, compared to $364,271 and
$1,178,056 for the corresponding periods in fiscal 1996. The decreases for
both periods are primarily attributable to a provision for losses totaling
$205,613 and $616,839 for the three and nine month periods ended August 31,
1997, respectively. Such amounts represent past due mortgage interest on the
Southridge Loans (see "Liquidity and Capital Resources" above for a discussion
of the Southridge default).
Rental income totaled $572,813 and $1,920,909 for the three and nine months
ended August 31, 1997, respectively, compared with $658,486 and $1,909,420 for
the corresponding periods in fiscal 1996. The decrease for the three month
period is primarily attributable to the sale of Chaparosa in August 1997.
Interest income totaled $41,237 and $78,419 for the three and nine months ended
August 31, 1997, respectively, compared to $20,634 and $64,787 for the
corresponding periods in fiscal 1996. The increases for both periods are
primarily due to higher average cash balances maintained by the Partnership
during the 1997 periods.
Property operating expense totaled $338,487 and $1,006,607 for the three and
nine months ended August 31, 1997, respectively, compared with $388,963 and
$1,031,201 for the corresponding periods in fiscal 1996. The decreases in both
periods are primarily attributable to a decrease in repairs and maintenance at
Bryn Athyn during the 1997 periods.
Depreciation expense totaled $0 and $42,196 for the three and nine months ended
August 31, 1997, compared with $88,671 and $274,006 in the corresponding
periods in fiscal 1996. The decreases reflect the reclassification as assets
held for disposition of Chaparosa during the fourth fiscal quarter of 1996, and
the Bryn Athyn property during the second fiscal quarter of 1997.
General and administrative expense totaled $47,765 and $173,733 for the three
and nine months ended August 31, 1997 compared with $47,959 and $123,176 for
the corresponding periods in fiscal 1996. The increase for the nine month
period is primarily attributable to costs associated with environmental
assessment work completed on Park View Village and Oaktree Village.
During the first nine months of fiscal 1997 and 1996, average occupancy levels
at the properties securing the Partnership's loans were as follows:
Real Estate Investments: 1997 1996
Oaktree Village 92% 96%
Mortgage Loan Investments:
Park View Village 97% 97%
Part II Other Information
Items 1-4 Not applicable.
Item 5 Other Information
ConAm Property Services III, Ltd. ("CPS III")
and RPI Real Estate Services Inc. ("RPI") have
served as co-general partners of the Partnership
since its inception. On October 8, 1997, CPS
III acquired RPI's co-general partner interest
in the Partnership pursuant to a Purchase
Agreement between CPS III and RPI dated August
29, 1997. As a result, CPS III will now serve
as the sole general partner of the Partnership.
In conjunction with this transaction, the name
of the Partnership will be changed from
Hutton/ConAm Realty Pension Investors to ConAm
Realty Pension Investors in the near future.
The purchase of RPI's interest by CPS III will
not affect the Partnership's operations.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule (b)
Reports on Form 8-K
On August 6, 1997, the Partnership filed a
Form 8-K reporting the August 6, 1997 sale of
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: CONTINENTAL AMERICAN
DEVELOPMENT, INC.
General Partner
Date: October 15, 1997 BY: /s/Daniel J. Epstein
Director, President, and
Principal Executive Officer
Date: October 15, 1997 BY: /s/Robert J. Svatos
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Nov-30-1997
<PERIOD-END> Aug-31-1997
<CASH> 7,123,980
<SECURITIES> 000
<RECEIVABLES> 000
<ALLOWANCES> 2,762,015
<INVENTORY> 000
<CURRENT-ASSETS> 53,504
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 21,157,971
<CURRENT-LIABILITIES> 422,269
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 22,339,983
<TOTAL-LIABILITY-AND-EQUITY> 22,762,252
<SALES> 1,920,909
<TOTAL-REVENUES> 2,631,610
<CGS> 000
<TOTAL-COSTS> 1,006,607
<OTHER-EXPENSES> 215,929
<LOSS-PROVISION> 616,839
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 2,510,927
<INCOME-TAX> 000
<INCOME-CONTINUING> 2,510,927
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 2,510,927
<EPS-PRIMARY> 25.45
<EPS-DILUTED> 25.45
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