UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: November 30, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
Commission file number: 0-14342
COMMERCIAL PROPERTIES 4, L.P.
(formerly Hutton/GSH Commercial Properties 4)
Exact name of registrant as specified in its charter
Virginia 11-2711361
State or other jurisdiction
of incorporation 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
Registrant's telephone number, including area code: (212) 526-3237
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Title of Class
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 shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Prospectus of Registrant dated February 4, 1985 (included in
amendment No. 1 to Registration Statement, No. 2-95046, of Registrant filed
February 4, 1985) are incorporated by reference into Part III.
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended November 30, 1995
filed as an exhibit under Item 14.
PART I
Item 1. Business
(a) General Development of Business
Commercial Properties 4, L.P. (the "Registrant" or the "Partnership") (formerly
known as Hutton/GSH Commercial Properties 4) is a Virginia limited partnership
organized pursuant to a Certificate and Agreement of Limited Partnership dated
November 1, 1984, of which CP4 Real Estate Services Inc. ("RE Services"),
formerly Hutton Real Estate Services XI, Inc. (see Item 10. "Certain Matters
Involving Affiliates"), and HS Advisors III, Ltd. ("HS Advisors"), are the
general partners (together, the "General Partners"). Commencing February 4,
1985, the Registrant began offering through E.F. Hutton & Company Inc.
("Hutton"), a former affiliate of the Registrant, up to a maximum of 100,000
units of limited partnership interest (the "Units") at $500 per Unit.
Investors who purchased the Units (the "Limited Partners") are not required to
make any additional capital contributions. The Units were registered under the
Securities Act of 1933, as amended (the "Act"), under Registration Statement
No. 2-95046, which Registration Statement was declared effective on February 4,
1985.
The offering of Units was terminated on February 6, 1986. Upon termination of
the offering, the Registrant had accepted subscriptions for 56,341 Units for an
aggregate of $28,170,500. After deducting offering costs and initial working
capital reserves, approximately $23,600,000 was available for investment in
real estate. In addition, by deferring certain fees and commissions related to
the offering and utilizing $500,000 of working capital, an additional
$1,800,000 was available for investment in real estate. The Partnership was
formed to engage in the business of acquiring, operating and holding for
investment, the following two joint ventures: (i) Deerwood Center Associates
Joint Venture, a Florida joint venture partnership which owned and operated
Reflections at Deerwood Center until November 30, 1994, and (ii) Skytop
Associates Joint Venture, a New York joint venture partnership which owned and
operated Crosswest Office Center ("Crosswest" or the "Property") until May 31,
1994 .
Effective May 31, 1994, Enal Productions ("Enal"), the co-venturer of Skytop
Associates Joint Venture (the "Skytop Joint Venture"), withdrew and assigned
all of its right, title and interest in the Skytop Joint Venture to the
Registrant. As a result, the Skytop Joint Venture was dissolved as of May 31,
1994. No consideration was paid to Enal in connection with this transaction.
Reflections at Deerwood Center ("Reflections") was sold on November 30, 1994.
A detailed description of the transaction is incorporated by reference to Note
6. "Mortgage Notes Payable" of the Notes to Consolidated Financial Statements
of the Partnership's Annual Report to Unitholders for the year ended November
30, 1994 filed as an exhibit under Item 14.
(b) Financial Information About Industry Segment
The Registrant's sole business is the ownership and operation of the
Properties. All of the Registrant's revenues, operating profit or losses and
assets relate solely to such industry segment.
(c) Narrative Description of Business
Incorporated by reference to Note 1 "Organization," Note 5 "Real Estate
Investments" and Note 6 "Mortgage Notes Payable" of the Notes to Consolidated
Financial Statements of the Partnership's Annual Report to Unitholders for the
year ended November 30, 1995 filed as an exhibit under Item 14.
The Registrant's principal investment objectives with respect to the Properties
(in no particular order of priority) are:
1) Capital appreciation;
2) Distributions of Net Cash From Operations attributable to rental income;
3) Preservation and protection of capital; and
4) Equity build-up through principal reduction of mortgage loans, if any, on
the Properties.
Competition
Incorporated by reference to the section entitled Message to Investors in the
Partnership's Annual Report to Unitholders for the year ended November 30, 1995
filed as an exhibit under Item 14.
Employees
The Registrant has no employees.
Item 2. Properties
A description of the Partnership's remaining Property and material leases is
incorporated by reference to the Message to investors in the Partnership's
Annual Report to Unitholders for the year ended November 30, 1995 filed as an
exhibit under Item 14 and Note 5 "Real Estate Investments" of the Notes to the
Consolidated Financial Statements.
Item 3. Legal Proceedings
The Registrant is not subject to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Unitholders during the fourth quarter of
fiscal 1995.
PART II
Item 5. Market for Registrant's Limited Partnership Units and Unitholder
Matters
(a) Market Information
No established public trading market has developed for the Units, and it is not
anticipated that such a market will develop in the future.
(b) Holders
As of November 30, 1995, the number of Unitholders was 3,032.
(c) Distributions
Distributions of Net Cash from Operations, if any, are made quarterly
approximately 45 days after the close of each fiscal quarter. Since the second
quarter of 1987, the distribution of cash to the Limited Partners has been
suspended due to the need to increase the Registrant's cash reserve to fund
tenant improvements, leasing commissions, any monthly operating deficit at the
Property and mortgage principal payments. Cash distributions will resume,
absent any restrictions by current or future lenders, when the Property is
generating sufficient cash flow to fund the necessary expenses. Additional
information pertaining to the Partnership's liquidity and ability to fund cash
distributions is incorporated by reference to Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" of this
document.
Item 6. Selected Financial Data
Incorporated by reference to the section entitled Financial Highlights of the
Partnership's Annual Report to Unitholders for the year ended November 30, 1995
filed as an exhibit under Item 14.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Since the full amount of units offered was not sold, insufficient funds were
raised to meet the Partnership's commitments with respect to the acquisition
and lease-up of the properties. In order to meet these commitments, the
General Partners have postponed reimbursements of certain fees and expenses.
Funds made available by deferring payment of the acquisition fee at Reflections
have been fully distributed to the Limited Partners as cash distributions.
Cash flow from operations is currently being utilized to make payments on the
principal balance of the mortgage secured by Crosswest Office Center
("Crosswest") or held in escrow to fund future mortgage payments. As a result,
cash distributions are not currently being paid to investors and no further
cash distributions will be made until the Partnership is generating sufficient
cash flow in excess of these requirements.
The Partnership had cash and cash equivalents at November 30, 1995 of $859,541
compared with $711,460 at November 30, 1994. The increase is primarily
attributable to net cash provided by operations exceeding real estate additions
and mortgage principal payments. At November 30, 1995, the Partnership had a
restricted cash balance of $769,775 compared with $424,788 at November 30,
1994. The restricted cash balance at November 30, 1995 consisted of $152,511
reserved to fund real estate taxes at Crosswest and $617,264 representing the
building lockbox escrow which was set up during the fourth quarter of 1993,
pursuant to Crosswest's amended loan agreement. The Partnership's cash
balance, along with funds generated by operating activities are expected to
provide sufficient liquidity to enable the Partnership to meet its operating
expenses.
The Partnership had rent receivable of $90,685 at November 30, 1995, compared
with $67,880 at November 30, 1994. The increase is primarily due to the timing
of rental payments and past due rents. Prepaid expenses totalled $449,064 at
November 30, 1995, compared to $506,966 at November 30, 1994, primarily
reflecting the amortization of leasing commissions at Crosswest.
Results of Operations
1995 Versus 1994
Due to the sale of Reflections at Deerwood Center during the fourth quarter of
1994, the Partnership's results of operations for the year ended November 30,
1995 are not comparable to the corresponding period in 1994. Partnership
operations resulted in a net loss of $234,306 for the year ended November 30,
1995, compared with a net loss of $3,967,300 for the year ended November 30,
1994. The lower net loss in 1995 is largely attributable to the sale of
Reflections on November 30, 1994 which resulted in a loss on sale of property
in 1994 of $2,286,388. Net loss attributable to Crosswest for the year ended
November 30, 1994 was $681,560. The lower net loss related to Crosswest is
primarily due to higher rental income and lower property operating expenses.
Rental income totaled $2,574,200 for the year ended November 30, 1995, compared
with $3,087,351 for year ended November 30, 1994, of which $2,201,128 related
to Crosswest. The increase of $373,072 at Crosswest is primarily attributable
to higher occupancy and renewal base rents in 1995. Interest income totaled
$55,393 for the year ended November 30, 1995, compared with $13,585 for the
year ended November 30, 1994, primarily due to higher average cash balances.
Property operating expenses totaled $1,214,013 for the year ended November 30,
1995, compared with $2,059,703 for the year ended November 30, 1994 of which
$1,343,259 related to Crosswest. The decrease at Crosswest is primarily due to
lower repair and maintenance expenses during 1995. Depreciation and
amortization totaled $1,069,494 for the year ended November 30, 1995, compared
with $1,606,645 for the year ended November 30, 1994, of which $919,889 related
to Crosswest. Interest expense totaled $430,618 for the year ended November
30, 1995, compared with $983,502 for the year ended November 30, 1994. The
decreases in depreciation and amortization and interest expense are largely due
to the sale of the Reflections property. General and Administrative expenses
totaled $149,774 for the year ended November 30, 1995, compared with $172,234
for the year ended November 30, 1994 down due to higher legal and audit fees in
1994 associated with the sale of Reflections.
1994 Versus 1993
Partnership operations resulted in a net loss of $3,967,300 for the year ended
November 30, 1994, compared with a net loss of $1,114,439 for the year ended
November 30, 1993. The higher net loss in 1994 is primarily attributable to
the $2,286,388 loss recognized on the sale of Reflections. To a lesser extent,
the higher net loss is also partially due to increased property operating
expenses and depreciation, as well as a decrease in rental income in 1994.
Rental income totaled $3,087,351 for the year ended November 30, 1994 of which
$886,223 related to Reflections, compared with $3,364,498 for the year ended
November 30, 1993. The decrease in rental income is largely due to the
expiration of a major lease at Reflections on February 28, 1994, partially
offset by higher rental income generated at Crosswest. Other income totaled
$28,713 in 1994, representing a real estate tax refund resulting from a
successful tax protest and a utility deposit refund at Reflections. Property
operating expenses were $2,059,703 for the year ended November 30, 1994 of
which $716,444 related to Reflections, compared with $1,806,845 for the year
ended November 30, 1993. The increase in 1994 is primarily attributable to
increases in utilities, professional services, repairs and maintenance, and
minor capital expenses at Crosswest. Depreciation and amortization expense
totaled $1,606,645 for the year ended November 30, 1994 of which $578,645
related to Refle ctions, compared with $1,459,301 for the year ended November
30, 1993. The increase is primarily due to a higher depreciable asset base
resulting from tenant improvements completed in 1994 for new tenants at both
properties. Interest expense totaled $983,502 for the year ended November 30,
1994, compared with $932,063 for the year ended November 30, 1993. The
increase in 1994 is largely due to higher accrued interest on amounts owed to
affiliates resulting from higher prevailing interest rates in 1994. The
increase is also attributable to the higher principal balance on Crosswest's
mortgage loan which was refinanced in November 1993. General and
administrative expenses totaled $172,234 for the year ended November 30, 1994,
compared with $152,061 for the year ended November 30, 1993. The increase for
the year ended November 30, 1994 is due primarily to higher legal and audit
fees offset by lower appraisal fees.
The Partnership recognized bad debt expense of $24,930 for the year ended
November 30, 1994, related to the establishment of a rent receivable reserve
related to a former tenant of Crosswest which vacated the building in the third
quarter of 1994 before its lease expired and the write-off of rent from a
former tenant at Crosswest.
Crosswest, the sole remaining property in 1995, generated rental income,
operating expense, and depreciation and amortization for the year ended
November 30, 1994 of $2,201,128, $1,343,259 and $1,028,000, respectively.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1995, filed as an exhibit under Item 14, and page
F-1 of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant has no officers and directors. RE Services and HS Advisors, the
General Partners of the Registrant, jointly manage and control the affairs of
the Registrant and have general responsibility and authority in all matters
affecting its business.
The directors and executive officers of RE Services and HS Advisors are listed
respectively below.
RE Services
Real Estate Services Inc., formerly Hutton Real Estate Services XI, Inc., is a
Delaware corporation and a wholly-owned subsidiary of Lehman Brothers Inc.
("Lehman"). See the section captioned "Certain Matters Involving Affiliates"
below for a description of the Hutton Group's acquisition by Shearson Lehman
Brothers, Inc. ("Shearson") and the subsequent sale of certain of Shearson's
domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co Incorporated, which resulted in a change in the general
partner's name.
Certain officers and directors of RE Services are now serving (or in the past
have served) as officers and directors of entities which act as general
partners of a number of real estate limited partnerships which have sought
protection under the provisions of the Federal Bankruptcy Code. The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which that
real estate is located and, consequently, the partnerships sought the
protection of the bankruptcy laws to protect the partnership's assets from loss
through foreclosure. The names and positions held by the directors and
executive officers of RE Services are set forth below. There are no family
relationships between or among any officer and any other officer or director.
Name Office
Kenneth L. Zakin President and Director
William Caulfield Vice President and Chief Financial Officer
Kenneth L. Zakin, 48, is a Senior Vice President of Lehman Brothers and has
held such title since November 1988. He is currently a senior manager in
Lehman Brothers' Diversified Asset Group and was formerly group head of the
Commercial Property Division of Shearson Lehman Brothers' Direct Investment
Management Group responsible for the management and restructuring of limited
partnerships owning commercial properties throughout the United States. From
January 1985 through November 1988, Mr. Zakin was a Vice President of Shearson
Lehman Brothers Inc. Mr. Zakin is a director of Lexington Corporate
Properties, Inc. He is a member of the Bar of the State of New York and
previously practiced as an attorney in New York City from 1973 to 1984
specializing in the financing, acquisition, disposition, and restructuring of
real estate transactions. Mr. Zakin is a member of the Real Estate Lender's
Association and is currently an associate member of the Urban Land Institute
and a member of the New York District Council Advisory Services Committee. He
received a Juris Doctor degree from St. John's University School of Law in
1973 and a B.A. degree from Syracuse University in 1969.
William Caulfield, 36, is a Vice President of Lehman Brothers and is
responsible for investment management of commercial real estate in the
Diversified Asset Group. Prior to the Shearson/Hutton merger in 1988, Mr.
Caulfield was a Senior Analyst with E.F. Hutton since October 1986 in Hutton's
Partnership Administration Group. Before joining Hutton, Mr. Caulfield was a
Business Systems Analyst at Eaton Corp. from 1985 to 1986. Prior to Eaton, he
was an Assistant Treasurer with National Westminster Bank USA. Mr. Caulfield
holds a B.S. degree in Finance from St. John's University and an M.B.A. from
Long Island University - C.W. Post Campus.
HS Advisors
HS Advisors is a California limited partnership formed on August 11, 1982, the
sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a
wholly-owed subsidiary of Goodman Segar Hogan Hoffler ("GSHH"). The names and
positions held by the directors and executive officers of HS Inc. are as set
forth below. There are no family relationships between or among any officer
and any other officer or director.
Name Office
Robert M. Stanton Chairman
Mark P. Mikuta President
John L. Cote Vice President and Treasurer
Julie R. Adie Vice President and Secretary
Robert M. Stanton, 57, is the retired Chairman and Chief Executive Officer of
Goodman Segar Hogan, Inc., a diversified commercial real estate company
headquartered in Norfolk, Virginia. Mr. Stanton joined Goodman Segar Hogan in
1966 and retired from the company in 1993. He is currently President of
Stanton Partners, Inc., a real estate investment and advisory firm. Mr.
Stanton serves as a Trustee of the Urban Land Institute (ULI) and is a past
Trustee and State Director of the International Council of Shopping Centers
(ICSC). He was chairman of the 1981 edition of The Dollars and Cents of
Shopping Centers, published by ULI. Mr. Stanton co-authored The Valuation of
Shopping Centers, published by the American Institute of Real Estate
Appraisers. Currently, he serves on the advisory board of Norfolk Southern
Corporation and is Chairman of the Greater Norfolk Corporation. He holds the
Certified Property Manager (CPM) designation conferred by the Institute of
Real Estate Management. Mr. Stanton also serves as Chairman of American
Storage Properties. A graduate of Old Dominion University with a B.A. Degree
in Banking and Finance, he served as Rector of the Board of Visitors.
Mark P. Mikuta, 41, is President of Goodman Segar Hogan, Inc. and is Controller
of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion Resources.
Mr. Mikuta joined Dominion Resources in 1987. Prior to joining Dominion
Resources, he was an internal auditor with Virginia Commonwealth University in
Richmond, Virginia from 1980 - 1987 and an accountant with Coopers & Lybrand
from 1977 - 1980. Mr. Mikuta earned a bachelor of science degree in accounting
from the University of Richmond in 1977. He is a Certified Public Accountant
(CPA) and Certified Financial Planner (CFP) in the state of Virginia and a
member of the American Institute of Certified Public Accountants.
John L. Cote, 51, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). He heads that
company's Asset Management Division, where he is responsible for the portfolio
of the office, retail and industrial properties throughout the southeastern
United States. Prior to joining GSHH, Mr. Cote was Vice President of
Armada-Hoffler Holdings, Inc., a real estate developer and construction company
located in Chesapeake, Virginia. He was employed by Armada-Hoffler from 1980
through 1993. He holds a B.S. Degree in Political Science from the University
of Southern Mississippi.
Julie R. Adie, 41, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She responsible
for investment management of a commercial real estate portfolio for the
company's Asset Management Division. Prior to GSHH, Ms. Adie was an asset
manager with Aetna Real Estate Investors from 1986 to 1988. Ms. Adie practiced
as an attorney from 1978 through 1984 and is currently a member of the Virginia
Bar Association. She holds a B.A. Degree from Duke University, a Juris Doctor
from University of Virginia and an M.B.A. from Dartmouth College.
Certain Matters Involving Affiliates of RE Services
On July 31, 1993, Shearson Lehman Brothers, Inc. ("Shearson") sold certain of
its domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to this sale,
Shearson changed its name to Lehman Brothers Inc. The transaction did not
affect the ownership of the Registrant or the Registrant's General Partners.
However, the assets acquired by Smith Barney included the name "Hutton."
Consequently, Hutton Real Estate Services XI, Inc., a General Partner, changed
its name to CP4 Real Estate Services Inc. Additionally, effective August 3,
1995, the Partnership changed its name to Commercial Properties 4, L.P., to
delete any reference to "Hutton."
On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership
("GSHH"). On that date, the leasing, management and sales operations of a
portfolio of properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan
Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a 1% interest in
GSHH. The stockholders of GSHH Inc. are GSH with a 62% interest and H.K.
Associates, L.P., and affiliate of HK, with a 38% interest. The remaining
interests in GSHH are limited partnership interests owned 50% by GSH and 49% by
HK. The transaction did not affect the ownership of the General Partners.
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors and officers
received any compensation from the Registrant. See Item 13 below with respect
to a description of certain transactions of the General Partners and their
affiliates with the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Beneficial Owners
No person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) is known to the Registrant to be the
beneficial owner of more than five percent of the outstanding Units as of
November 30, 1995.
(b) Security Ownership of Management
No officer or director of the General Partners beneficially owned or owned of
record directly or indirectly any Units of the Registrant as of November 30,
1995.
(c) Changes In Control
None.
Item 13. Certain Relationships and Related Transactions
Pursuant to the Certificate and Agreement of Limited Partnership of Registrant,
for the year ended November 30, 1995, $4,645 of Registrant's loss was allocated
to the General Partners ($3,097 to RE Services and $1,548 to HS Advisors). For
a description of the allocation of income and loss to which the General
Partners are entitled, reference is made to the material contained on pages 49
through 52 of the Prospectus of Registrant dated February 4, 1985 (the
"Prospectus"), contained in Amendment No. 1 to Registrant's Registration
Statement No. 2-95046, under the section captioned "Profits and Losses and Cash
Distributions," which section is incorporated herein by reference thereto.
In connection with the acquisition of the Skytop Plaza Office Building, the
General Partners or their respective affiliates earned acquisition fees
aggregating $830,054 ($622,541 by RE Services and $207,513 by HS Advisors). In
connection with the acquisition of Reflections at Deerwood Center, the General
Partners or their respective affiliates became and remain entitled to
acquisition fees aggregating $623,925 ($467,944 by RE Services and $155,981 by
HS Advisors). The General Partners have agreed to defer payment of the
$623,925 Reflections at Deerwood Center fee until such time as the General
Partners determine there is sufficient cash available for such payment. For a
description of the acquisition fees to which the General Partners are entitled,
reference is made to the material contained on page 14 of the Prospectus under
footnote 4 to the section captioned "Estimated Use of Proceeds," which
description is incorporated herein by reference thereto.
The Registrant entered into a sales agency agreement with Hutton pursuant to
which Hutton was entitled to receive up to 8% of the gross proceeds from the
sale of Units as selling commissions. Pursuant to such agreement, during the
year ended November 30, 1985, Hutton received $1,788,840 as selling
commissions. Selling commissions of $418,960 and $48,440 earned by Hutton in
connection with the sale of Units on December 12, 1985 and February 6, 1986,
respectively, have been deferred.
Pursuant to Section 12(g) of the Registrant's Certificate and Agreement of
Limited Partnership, the General Partners and certain affiliates may be
reimbursed by the Registrant for certain costs as described on page 17 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group (FDISG), formerly The Shareholder Services
Group, provides partnership accounting and investor relations services for the
Registrant. The Registrant's transfer agent and certain tax reporting
services are provided by Service Data Corporation (SDC). Both FDISG and SDC
are unaffiliated companies. Disclosure relating to amounts paid to the
General Partners or their affiliates during the past three years is
incorporated by reference to Note 4 "Transactions With the General Partners
and Affiliates" of Notes to Consolidated Financial Statements contained in the
Partnership's Annual Report to Unitholders for the year ended November 30,
1995 filed as an exhibit under Item 14.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
Page
Number
(1) Financial Statements:
Report of Independent Auditors (1)
Consolidated Balance Sheets - At
November 30, 1995 and 1994 (1)
Consolidated Statements of Operations -
For the years ended November 30, 1995,
1994 and 1993 (1)
Consolidated Statements of Partners'
Capital (Deficit) - For the years ended
November 30, 1995, 1994 and 1993 (1)
Consolidated Statements of Cash Flows -
For the years ended November 30, 1995,
1994 and 1993 (1)
Notes to Consolidated Financial Statements (1)
(2) Financial Statement Schedules:
Schedule III - Real Estate and Accumulated
Depreciation F-1
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission have been omitted since (1) the information required
is disclosed in the financial statements and the notes thereto;
(2) the schedules are not required under the related
instructions; or (3) the schedules are inapplicable.
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the year ended November 30, 1995, which is filed as an
exhibit under Item 14.
(3) See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 1995:
None.
(c) See Exhibit Index contained herein.
EXHIBIT INDEX
Exhibit No.
(4) (A) Certificate and Agreement of Limited Partnership (included as, and
incorporated herein by reference to, Exhibit A to the Prospectus of
Registrant dated February 4, 1985, contained in Amendment No. 1 to
Registration Statement No. 2-95046,of Registrant filed February 4,
1985 (the "Registration Statement")).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to the Registration
Statement).
(10) (A) Mortgage dated October 10, 1990 between Skytop Associates and Apple
Bank for Savings in the principal amount of $2,000,000 (included as,
and incorporated herein by reference to, Exhibit (10)(C) to the
Registrant's Annual Report of Form 10-K filed February 28, 1991).
(B) Mortgage dated June 16, 1992 between Deerwood Center Associates Joint
Venture and Aetna Life Insurance Company in the principal amount of
$6,521,990 (included as, and incorporated herein by reference to,
Exhibit (10)(D) to the Registrant's Quarterly Report of Form 10-Q
filed July 15, 1992).
(C) Mortgage dated November 18, 1993 between Skytop Associates and Penn
Mutual Life Insurance Company in the principal amount of $3,000,000
(included as, and incorporated herein by reference to,
Exhibit (10)(C) to the Registrant's Annual Report of Form 10-K filed
February 28, 1993).
(D) Agreement of Withdrawal and Assignment between Enal Productions, Inc.
and the Partnership (included as, and incorporated herein by
reference to, Exhibit (10)(D) to the Registrant's Annual Report on
Form 10-K filed February 25, 1995).
(E) Closing documents between Deerwood Center Associates Joint Venture
and Reflections Jacksonville Limited Partnership (included as, and
incorporated herein by reference to, Exhibit (10)(E) to the
Registrant's Annual Report on Form 10-K filed February 25, 1995).
(13) Annual Report to Unitholders for the fiscal year ended November 30,
1995.
(27) Financial Data Schedule
(28) Portions of Prospectus of Registrant dated February 4, 1985 (included
as, and incorporated herein by reference to Exhibit (28) to the
Registrant's Annual Report on Form 10-K filed February 27, 1987.)
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1996 COMMERCIAL PROPERTIES 4, L.P.
BY: HS Advisors III, Ltd.
General Partner
BY: Hogan Stanton Investment, Inc.
General Partner
BY: /s/Robert M. Stanton
Name: Robert M. Stanton
Title: Chairman of the Board
BY: CP4 Real Estate Services Inc.
General Partner
BY: /s/Kenneth L. Zakin
Name: Kenneth L. Zakin
Title: President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
CP4 REAL ESTATE SERVICES INC.
A General Partner
Date: February 28, 1996 BY: /s/Kenneth L. Zakin
Kenneth L. Zakin
President and Director
Date: February 28, 1996 BY: /s/William Caulfield
William Caulfield
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.
HS ADVISORS III. LTD.
A General Partner
Date: February 28, 1996 BY: /s/Robert M. Stanton
Robert M. Stanton
Chairman of the Board of
Hogan Stanton Investment,
Inc., as general partner
HS Advisors III, Ltd.
Date: February 28, 1996 BY: /s/Mark P. Mikuta
Mark P. Mikuta
President of Hogan Stanton
Investment, Inc., as general
partner of HS Advisors III, Ltd.
Date: February 28, 1996 BY: /s/John L. Cote
John L. Cote
Vice President and Treasurer
of Hogan Stanton Investment,
Inc., as general partner of
HS Advisors III, Ltd.
Date: February 28, 1996 BY: /s/Julie R. Adie
Julie R. Adie
Vice President and Secretary
of Hogan Stanton Investments,
Inc. as general partner of
HS Advisors III, Ltd.
Exhibit 13
Commercial Properties 4, L.P.
1995 Annual Report
Commercial Properties 4, L.P., formerly "Hutton/GSH Commercial Properties 4,"
(the "Partnership") is a limited partnership formed in 1985 to invest in,
operate and hold for investment, commercial real estate properties. The
Partnership's original investments were comprised of two office buildings.
Reflections at Deerwood Center, located in Jacksonville, Florida, was sold in
1994. The Partnership's sole remaining property is Crosswest Office Center, a
three-story commercial office building containing approximately 134,000 net
leasable square feet located in White Plains, New York, approximately twenty
miles north of New York City.
Administrative Inquiries Performance Inquiries/Form 10-Ks
Address Changes/Transfers First Data Investor Services Group
Service Data Corporation P.O. Box 1527
2424 South 130th Circle Boston, Massachusetts 02104-1527
Omaha, Nebraska 68144 Attn: Financial Communications
800-223-3464 (select option 1) 800-223-3464 (select option 2)
---------- Message to Investors ----------
Presented for your review is the 1995 Annual Report for Commercial Properties
4, L.P. Included in this report is an update on the Westchester County
commercial real estate market and a discussion of operations at the
Partnership's remaining property, Crosswest Office Center ("Crosswest").
Market Overview
Although still lagging behind other sectors of real estate, the commercial
office market showed signs of improvement during 1995, particularly in the
suburban office sector. However, demand for office space still varies widely
from region to region as corporate layoffs persist and prospective tenants
continue to be extremely selective in their choice of location. Moreover,
despite the resurgence of investment in other segments of the real estate
industry, lenders continue to be selective in providing capital for commercial
office properties.
While the Westchester County office market continues to be adversely impacted
by these factors, conditions have begun to improve. During the year, several
large companies relocated to Westchester County from various surrounding areas,
with one transaction involving an expansion by a large insurance carrier to
lease an additional 265,000 square feet in the city of White Plains. As a
result, the area's overall vacancy rate, although still among the nation's
highest, decreased from 22.6% at year-end 1994 to 18.6% as of the fourth
quarter of 1995. Vacancy rates in the city of White Plains, where Crosswest is
located, decreased to 24.3% at year-end 1995 compared to 28.6% a year earlier.
Although vacancy rates are expected to decline further during 1996, the
Westchester County market is expected to lag behind most of the nation in its
recovery and conditions are likely to remain extremely competitive throughout
1996.
Property Update
Crosswest continues to outperform other properties in the area, maintaining a
high occupancy level and stable tenant roster. During the year, the General
Partners executed one new lease for 7,233 square feet, two lease expansions
totaling 3,426 square feet and a lease renewal for 2,002 square feet.
Consequently, the property was 98% leased to forty-two tenants as of November
30, 1995, relatively unchanged from 97% leased to thirty-five tenants a year
earlier. None of the property's tenants generated rental income in excess of
10% of the Partnership's consolidated rental income. Four leases representing
4,973 square feet or approximately 4% of the property's leasable area are
scheduled to expire during 1996.
As previously reported during the year, the local municipality approved the
General Partners' request to expand the property's leasable space by 6,500
square feet by converting an existing first-floor storage area to usable office
space. The General Partners are actively marketing this space, which will be
converted only if it can be leased.
Largely due to higher average occupancy throughout 1995, compared to 1994, and
higher rental rates earned in 1995, cash flow from operations generated by the
property increased by 31%. Pursuant to the terms of the property's mortgage
loan, the Partnership is required to retain a portion of the property's cash
flow in reserve. Any excess cash flow will be used to replenish the
Partnership's cash reserves and to pay for tenant improvements and leasing
commissions associated with the property's ongoing leasing activities.
Accordingly, it is anticipated that cash distributions will remain suspended
for the foreseeable future.
Summary
Property operations are expected to remain stable during 1996 since few leases
are scheduled to expire in the upcoming year. We also expect to complete
various capital improvements during the year, and will continue our efforts to
enhance the property's marketability to ensure that the property is well
positioned for eventual sale when the Westchester County office market further
improves. We will update you with respect to our efforts in future investor
reports.
Very truly yours,
CP4 Real Estate Services Inc. Hogan Stanton Investment, Inc.
General Partner General Partner of HS Advisors III, Ltd.
/s/ Kenneth L. Zakin /s/ Robert M. Stanton
Kenneth L. Zakin Robert M. Stanton
President Chairman
February 28, 1996
---------- Financial Highlights ----------
For the years Ended November 30,
(dollars in thousands, except per Unit data)
1995 1994 1993 1992 1991
Total income $ 2,630 $ 3,130 $ 3,373 $ 3,439 $ 3,036
Net loss (234) (3,967) (1,114) (1,270) (1,385)
Total assets at
year end 15,417 15,525 26,131 25,983 27,807
Mortgages payable 2,781 2,899 8,722 7,846 8,510
Net cash provided
by (use for)
operations 573 437 37 298 (18)
Net loss per Limited
Partnership Unit: $ (4.24) $ (70.12) $ (19.58) $ (22.32) $ (24.33)
Due to the sale of Reflections at Deerwood Center during the fourth quarter of
1994, the Partnership's results of operations for the year ended November 30,
1995 are not comparable to the corresponding period in 1994.
- - - Total income decreased primarily due to lower rental income in 1995,
resulting from the sale of the Reflections property during the fourth quarter
of 1994. Rental income related to Crosswest totaled $2,574,200 for the year
ended November 30, 1995, compared with $2,201,128 in 1994. The increase is
largely due to higher average occupancy at the property and an increase in
rental rates on lease renewals.
- - - The lower net loss in 1995 is primarily attributable to the $2,286,388 loss
recognized on the sale of Reflections in 1994. In addition, the lower
loss in 1995 is also attributable to higher rental income, discussed above,
and lower property operating expenses at Crosswest, which totaled $1,214,013
for the year ended November 30, 1995, compared to $1,343,259 for the year
ended November 30, 1994.
- - - Net cash provided by operations increased is primarily a result of the
improved operating performance at Crosswest.
Consolidated Balance Sheets
November 30, 1995 and 1994
Assets 1995 1994
Real estate investments, at cost:
Land $ 2,000,000 $ 2,000,000
Building and improvements 18,027,287 17,678,184
20,027,287 19,678,184
Less- accumulated depreciation (7,380,618) (6,447,519)
12,646,669 13,230,665
Cash and cash equivalents 859,541 711,460
Restricted cash 769,775 424,788
Rent receivable, net of allowance
for doubtful accounts of $16,989 in 1994 90,685 67,880
Prepaid expenses, net of accumulated
amortization of $330,548 in 1995 and
$259,614 in 1994 449,064 506,966
Deferred rent receivable 401,144 373,893
Other assets, net of accumulated
amortization of $36,523 in 1995 and
$18,580 in 1994 200,176 209,493
Total Assets $ 15,417,054 $ 15,525,145
Liabilities and Partners' Capital
Liabilities:
Mortgage note payable $ 2,780,986 $ 2,899,294
Accrued interest payable 17,961 18,725
Accounts payable and accrued expenses 423,101 421,279
Due to affiliates 3,844,167 3,600,702
Total Liabilities 7,066,215 6,940,000
Partners' Capital (Deficit):
General Partners (135,482) (140,127)
Limited Partners 8,486,321 8,725,272
Total Partners' Capital 8,350,839 8,585,145
Total Liabilities and Partners' Capital $ 15,417,054 $ 15,525,145
Consolidated Statements of Operations
For the years ended November 30, 1995, 1994 and 1993
Income 1995 1994 1993
Rent $ 2,574,200 $ 3,087,351 $ 3,364,498
Interest 55,393 13,585 8,593
Other income - 28,713 -
Total Income 2,629,593 3,129,649 3,373,091
Expenses
Property operating 1,214,013 2,059,703 1,806,845
Depreciation and amortization 1,069,494 1,606,645 1,459,301
Interest 430,618 983,502 932,063
General and administrative 149,774 172,234 152,061
Bad debt expense - 24,930 59,123
Total Expenses 2,863,899 4,847,014 4,409,393
Loss before loss on sale of
property and minority interest (234,306) (1,717,365) (1,036,302)
Loss on sale of property - (2,286,388) -
Loss before minority interest (234,306) (4,003,753) (1,036,302)
Minority interest - 36,453 (78,137)
Net loss $ (234,306) $(3,967,300) $(1,114,439)
Net Income (Loss) Allocated:
To the General Partners $ 4,645 $ (16,809) $ (11,144)
To the Limited Partners (238,951) (3,950,491) (1,103,295)
$ (234,306) $(3,967,300) $(1,114,439)
Per limited partnership unit
(56,341 units outstanding) $ (4.24) $ (70.12) $ (19.58)
Consolidated Statements of Partners' Capital (Deficit)
For the years ended November 30, 1995, 1994 and 1993
General Limited Total
Partners Partners Partners
Balance at November 30, 1992 $ (112,174) $ 13,779,058 $ 13,666,884
Net loss (11,144) (1,103,295) (1,114,439)
Balance at November 30, 1993 (123,318) 12,675,763 12,552,445
Net loss (16,809) (3,950,491) (3,967,300)
Balance at November 30, 1994 (140,127) 8,725,272 8,585,145
Net income (loss) 4,645 (238,951) (234,306)
Balance at November 30, 1995 $ (135,482) $ 8,486,321 $ 8,350,839
Consolidated Statements of Cash Flows
For the years ended November 30, 1995, 1994 and 1993
Cash Flows from Operating Activities: 1995 1994 1993
Net loss $ (234,306) $(3,967,300) $(1,114,439)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization 1,069,494 1,606,645 1,459,301
Minority interest - (36,453) 78,137
Loss on sale of property - 2,286,388 -
Increase (decrease) in cash arising
from changes in operating assets and
liabilities:
Restricted cash (344,987) 117,492 (166,556)
Rent receivable (22,805) 88,620 (60,278)
Prepaid expenses and other assets (69,176) (111,074) (371,228)
Deferred rent receivable (27,251) 205,857 (95,730)
Accrued interest payable (764) (27,766) (29,019)
Accounts payable and accrued expenses (40,943) 35,764 174,558
Due to affiliates 243,465 238,655 162,541
Net cash provided by operating activities 572,727 436,828 37,287
Cash Flows from Investing Activities:
Additions to real estate (306,338) (677,979) (996,755)
Proceeds from sale of property - 6,977,000 -
Closing costs - (323,040) -
Net cash provided by (used for)
investing activities (306,338) 5,975,981 (996,755)
Cash Flows from Financing Activities:
Mortgage principal payments (118,308) (5,822,696) (2,123,861)
Mortgage proceeds - - 3,000,000
Mortgage fees - - (123,598)
Net cash provided by (used for)
financing activities (118,308) (5,822,696) 752,541
Net increase (decrease) in cash and
cash equivalents 148,081 590,113 (206,927)
Cash and cash equivalents at beginning
of year 711,460 121,347 328,274
Cash and cash equivalents at end of year $ 859,541 $ 711,460 $ 121,347
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for interest $ 220,552 $ 842,801 $ 837,440
Supplemental Disclosure of Non-Cash
Investing Activities:
Amount reclassified from minority
interest to real estate investments as
a building basis adjustment $ - $ 1,026,164 $ -
Tenant improvements funded through
accounts payable $ 42,765 $ - $ -
Notes to Consolidated Financial Statements
November 30, 1995, 1994 and 1993
1. Organization
Commercial Properties 4, L.P. (the "Partnership") was organized as a Limited
Partnership under the laws of the State of Virginia pursuant to a Certificate
and Agreement of Limited Partnership dated and filed November 1, 1984 (the
"Partnership Agreement"). The Partnership was formed for the purpose of
acquiring and operating certain types of commercial real estate. The General
Partners of the Partnership are CP4 Real Estate Services Inc. ("CP4 Services"),
which is an affiliate of Lehman Brothers (see below), and HS Advisors III, Ltd.
("HS Advisors"), which is an affiliate of Goodman Segar Hogan Hoffler, L.P.,
(see below). The Partnership will continue until December 31, 2010, unless
sooner terminated in accordance with the terms of the Partnership Agreement.
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers").
The transaction did not affect the ownership of the General Partners. However,
the assets acquired by Smith Barney included the name "Hutton". Consequently,
effective October 8, 1993, the Hutton Real Estate Services XI, Inc. General
Partner changed its name to CP4 Real Estate Services Inc., and effective August
3, 1995, Hutton/GSH Commercial Properties 4 changed its name to Commercial
Properties 4, L.P. to delete any reference to "Hutton".
On August 1, 1993, Goodman Segar Hogan, Incorporated ("GSH") transferred all of
its leasing, management and sales operations to Goodman Segar Hogan Hoffler,
L.P., a Virginia limited partnership ("GSHH"). On that date, the leasing,
management and sales operations of a portfolio of properties owned by the
principals of Armada/Hoffler were also obtained by GSHH. The General Partner
of GSHH is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH
Inc."), which has a one percent interest in GSHH. The stockholders of GSHH
Inc. are GSH with a sixty-two percent stock interest and H.K. Associates, L.P.,
an affiliate of Armada/Hoffler ("HK"), with a thirty-eight percent stock
interest. The remaining ninety-nine percentage interests in GSHH are limited
partnership interests owned fifty percent by GSH and forty-nine percent by HK.
The transaction did not affect the ownership of the General Partners.
Effective May 31, 1994, Enal Productions ("Enal"), the coventurer of Skytop
Associates Joint Venture ("Skytop"), withdrew and assigned all of its right,
title and interest in Skytop to the Partnership. The minority interest
attributed to Enal in the amount of $1,026,164 was accounted for as a reduction
in the net carrying value of real estate investments. No consideration was
paid to Enal as part of this transaction. As a result of the withdrawal of
Enal and the transfer of interest to the Partnership, Skytop dissolved as of
May 31, 1994.
2. Significant Accounting Policies
Consolidation - The consolidated financial statements include the accounts of
the Partnership and its ventures, Skytop and Deerwood Center Associates Joint
Venture ("Deerwood"). The Partnership had a 100% share of ownership of capital
in both its ventures up through the dissolution of Skytop on May 31, 1994. As
of November 30, 1995 and 1994, the consolidated financial statements include
the accounts of the Partnership and Deerwood, in which the Partnership
continues to have a 100% share of ownership of capital. Intercompany accounts
and transactions between the Partnership and its joint ventures have been
eliminated in consolidation.
Cash Equivalents - Cash equivalents consist of short-term highly liquid
investments which have maturities of three months or less from the date of
purchase. The carrying value approximates fair value because of the short
maturity of these instruments.
Restricted Cash - Restricted cash represents funds escrowed for future payment
of real estate taxes and excess cash from Crosswest Office Center (Note 5)
operations escrowed for capital improvements and leasing commissions.
Real Estate - As a result of the Reflections at Deerwood Office Center sale
(Note 6), real estate investments consist of just one commercial office
building at November 30, 1995 and 1994, and are recorded at cost less
accumulated depreciation. Cost includes the initial purchase price of the
property plus closing costs, acquisition and legal fees and capital
improvements. Depreciation is computed using the straight-line method based on
estimated useful lives of 10 to 25 years, except for tenant improvements, which
are depreciated over the terms of the respective leases.
Leases are accounted for as operating leases. Leasing commissions are
amortized over the terms of the respective leases and are included in prepaid
expenses, net of accumulated amortization.
Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("FAS 121"), which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. FAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Partnership adopted
FAS 121 during the fourth fiscal quarter of 1995. Based on current
circumstances, the adoption of FAS 121 had no impact on the financial
statements.
Deferred rent receivable - consists of rental income which is recognized on a
straight-line basis over the term of the respective leases but will not be
received until later periods.
Financing Costs - Financing costs are amortized over the life of the mortgage
note (Note 6) and are included in other assets, net of accumulated
amortization.
Income Taxes - No provision for income taxes has been made in the financial
statements since such taxes are the responsibility of the individual partners
rather than the Partnership.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount 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 from those estimates.
3. The Partnership Agreement
The Partnership Agreement provides that the net cash from operations, as
defined, for each fiscal year will be distributed on a quarterly basis 98% to
the Limited Partners and 2% to the General Partners until each Limited Partner
has received a 9% annual, noncumulative return on his adjusted capital
investment, as defined. The remaining net cash from operations will then be
distributed to the General Partners until the General Partners have received
10% of the aggregate net cash from operations distributed to all partners. The
balance of net cash from operations will then be distributed 90% to the Limited
Partners and 10% to the General Partners.
Net proceeds from sales or refinancings shall be distributed 99% to the Limited
Partners and 1% to the General Partners until each Limited Partner has received
an amount equal to his adjusted capital and a 10% cumulative annual return
thereon, reduced by any net cash from operations previously distributed to such
Limited Partner. The balance of net proceeds from sales or refinancings will
then be distributed 85% to the Limited Partners and 15% to the General
Partners.
Income before depreciation for any fiscal year and all gains from sales or
refinancings will be allocated in substantially the same manner as net cash
from operations. Losses and depreciation for any fiscal year shall be
allocated 99% to the Limited Partners and 1% to the General Partners.
Upon the dissolution of the Partnership, the General Partners shall contribute
to the capital of the Partnership, an amount not to exceed 1% of the total
capital contributions made by all the Partners, less any prior capital
contributions made by the General Partners. In no event shall the General
Partners be obligated to contribute an amount in excess of any negative balance
in their respective capital accounts, except as noted below.
If as a result of the dissolution of the Partnership, the sum of the Limited
Partners' capital contributions plus an amount equal to an 6% cumulative annual
return on each Limited Partner's adjusted capital value less any distributions
made to each Limited Partner from net cash flow from operations, exceeds
aggregate distributions to the Limited Partners of net proceeds from a sale or
refinancing, the General Partners will contribute to the Partnership for
distribution to the Limited Partners an amount equal to the lesser of such
excess or the aggregate distribution of net proceeds from a sale or refinancing
distributed to the General Partners.
4. Transactions with the General Partners and Affiliates
The following is a summary of the amounts earned by or accrued to the General
Partners and their affiliates during the years ended November 30, 1995, 1994
and 1993:
Unpaid
November 30, Earned
1995 1995 1994 1993
Advances and related interest $ 2,444,091 $ 210,830 $ 168,465 $ 143,544
Administrative salaries and
expenses 308,751 69,821 70,706 76,520
Acquisition fees 623,925 - - -
Selling commissions 467,400 - - -
$ 3,844,167 $ 280,651 $ 239,171 $ 220,064
The above amounts were earned by or accrued to the General Partners and their
affiliates as follows:
Unpaid
November 30, Earned
1995 1995 1994 1993
CP4 Services and affiliates $ 3,584,966 $ 280,651 $ 239,171 $ 220,064
HS Advisors and affiliates 259,201 - - -
$ 3,844,167 $ 280,651 $ 239,171 $ 220,064
The advances from CP4 Services bear interest at the prime rate. The advances
are to be repaid from future cash flows of the Partnership, when available.
Interest expense recorded on the advances was $210,830, $168,465 and $143,544
during 1995, 1994 and 1993, respectively.
5. Real Estate Investments
Since inception, the Partnership acquired two commercial office buildings
through investments in joint ventures as follows:
Rentable
Square Date Purchase
Property Name Feet Location Acquired Price
Crosswest Office Center (a) 152,000 Westchester, NY 9/10/85 $16,048,055
Reflections at Deerwood
Office Center (b) 114,000 Jacksonville, FL 12/17/85 $11,300,170
(a) The Crosswest Office Center was acquired by Skytop.
(b) Reflections at Deerwood Office Center ("Deerwood Office Center") was
acquired by Deerwood and was sold on November 30, 1994.
The Joint Venture agreement of Skytop substantially provided that:
(i) Net cash from operations was to be distributed to the Partnership until
it had received an annual, noncumulative return on its capital
contribution, as defined, of 11%. Any remaining cash from operations
was to be distributed 60% to the Partnership and 40% to the coventurer.
Skytop was dissolved as of May 31, 1994 (Note 1).
(ii) Prior to the dissolution of Skytop, operating losses and depreciation
were allocated 100% to the Partnership.
(iii) Prior to the dissolution of Skytop, taxable income from operations was
to be allocated to the coventurer to the extent of cash distributions
made during the year. The first $50,000 of the excess of income over
cash distributions was to be allocated 60% to the Partnership and 40%
to the coventurer. The amount in excess of $50,000 was to be allocated
99% to the Partnership and 1% to the coventurer. Since May 31, 1994,
the Partnership will be allocated 100% of taxable income from
operations (Note 3).
The Joint Venture agreement of Deerwood substantially provides that:
(i) Net cash from operations will be distributed to the Partnership until
it has received an annual, noncumulative return on its capital
contribution, as defined, of 12%. Any remaining cash from operations
will be distributed 80% to the Partnership and 20% to the coventurer.
(ii) Net proceeds from the sale of the Deerwood Office Center will be
distributed as follows: first, 100% to the Partnership until it has
received 115% of its capital contribution, and a 12% cumulative return
on its adjusted capital investment, as defined; second, approximately
$100,000 to the Deerwood coventurer; and third, 80% to the Partnership
and 20% to the Deerwood coventurer. Upon the sale of the Deerwood
Office Center, there were no net proceeds available for distribution in
excess of the primary obligation to the Partnership.
(iii) Operating losses and depreciation will be allocated 100% to the
Partnership.
Taxable income from operations will be allocated to the coventurer to
the extent of cash distributions made during the year. The excess of
income over cash distributions will be allocated 80% to the Partnership
and 20% to the coventurer.
(iv) A loss from the sale of the Deerwood Office Center would be allocated
to each coventurer to the extent that the coventurer had a positive
capital account prior to the transaction. The remainder was to be
allocated 80% to the partnership and 20% to the coventurer. Deerwood
was sold on November 30, 1994 (Note 6).
6. Mortgage Notes Payable
Skytop Associates Joint - Venture On October 10, 1990, the Partnership entered
into a mortgage loan agreement with Apple Bank for Savings. The principal
amount of the loan was $1,973,861 and bore interest at 10.25% and was payable
in equal monthly installments of $18,117, applied to principal and interest,
commencing December 1, 1990 through October 1, 1993. On October 1, 1993, the
entire balance of the debt outstanding was due and payable. At the option of
the General Partners, the loan was extended to November 18, 1993. The loan was
collateralized by the Crosswest Office Center. Interest on the loan for the
year ended November 30, 1993 was paid in the amount of $211,167.
On November 18, 1993, the extended maturity date, the Partnership obtained
replacement financing on its Skytop Associates Joint Venture property from The
Penn Mutual Life Insurance Company, an unaffiliated party. Total proceeds of
$3,000,000 were received and are collateralized by a Mortgage and Security
Agreement and an Assignment of Rents and Leases Agreement encumbering the
property. The Partnership increased the amount of the mortgage debt on the
property in order to provide funds to complete the leasing of the property.
This loan is for a term of seven years and bears interest at an annual rate of
7.75% requiring monthly installments of principal and interest based on a 15
year amortization schedule. The loan also requires a building lockbox account,
into which all excess rental receipts are directly deposited each month.
The proceeds of this financing were disbursed as follows:
Apple Bank for Savings mortgage $ 1,958,053
Tenant improvements 549,273
Net fundings to escrow accounts 247,713
Mortgage fees 123,598
Leasing commissions and miscellaneous 121,363
$ 3,000,000
As a result of the withdrawal of Enal and the transfer of Enal's right, title,
and interest in Skytop to the Partnership as of May 31, 1994, (Note 1), the
Partnership agreed to be bound by all of the obligations of Skytop pursuant to
the Mortgage and Security Agreement and the Assignment of Rents and Leases that
encumbered the property as of May 31, 1994.
Annual principal maturities of the mortgage note over the next five years are
as follows:
1996 $ 127,809
1997 138,074
1998 149,163
1999 161,143
2000 174,086
Thereafter 2,030,711
$ 2,780,986
Deerwood Center Associates Joint Venture - On December 12, 1988, Deerwood
Center Associates Joint Venture entered into a mortgage loan agreement with
Aetna Life Insurance Company ("Aetna") for $6,521,990, replacing the original
mortgage of $5,000,000, and collateralized by the Reflections at Deerwood
Office Center. The proceeds from the refinancing were utilized to retire the
outstanding balance of the original mortgage loan, with excess proceeds used to
fund other obligations of the Partnership and to establish a working capital
reserve for future expenditures of the Partnership. In connection with the
loan refinancing, closing costs incurred in the amount of $122,967 were
amortized over the term of the loan. Interest on the loan was paid in the
amounts of $580,210 and $570,249 for the years ended November 30, 1994 and
1993, respectively.
On January 1, 1992 the Partnership's mortgage on the Reflections property in
the principal amount of $6,521,990 matured. The Partnership was unable to
repay or refinance the mortgage before this date. Although failure to pay off
the mortgage constituted an event of default, Aetna agreed to forebear
collection of the mortgage note while negotiations for an extension or
modification continued, during which time the Partnership continued to make
regularly scheduled debt service payments according to the terms of the
mortgage loan agreement. In February 1992, the General Partners and Aetna
agreed in principle to extend and modify the mortgage and, on June 16, 1992,
signed and executed such agreement. The effective date of the loan was
January 1, 1992, and the maturity date of the loan was extended to January 1,
1995. The loan bore interest at 9.75% per annum, with monthly payments of
interest due beginning on the first day of the month following the effective
date of the agreement and continuing on the first day of each month thereafter
to and including the new maturity date, at which time the outstanding
principal balance was due and payable.
The lender also required the Partnership to establish an escrow account for the
purpose of funding tenant improvements, leasing commissions, repairs and
maintenance, and capital improvements at the property. On June 16, 1992, the
Partnership made an initial deposit of $197,900 to this account. Thereafter,
all cash flow generated at the property was paid into the escrow account on a
monthly basis and was released in accordance with the terms and conditions
described in the loan documents. In addition, the lender's approval was also
required on all future leases. The balance in the tenant improvement escrow
account was disbursed on November 30, 1994 and applied toward the mortgage, as
a result of the sale of the property on the same date (see below). In
connection with the loan remodification, closing costs incurred in the amount
of $31,060 were being amortized over the term of the loan. The closing costs
and related accumulated amortization were written off at year end. As requir
ed by the terms of the agreement, the Partnership made a cash payment of
$650,000 on June 16, 1992 to Aetna to be applied to the outstanding principal
balance of the loan. Such payment was funded with a portion of the proceeds
from the Crosswest Loan obtained in 1990 and Partnership cash flow from
operations. A cash payment of $150,000 was made on January 1, 1993 and a cash
payment of $150,000 was due on January 1, 1994, with the remaining principal
balance of $5,571,990 due upon maturity in 1995. Deerwood did not make the
principal payment of $150,000 due on January 1, 1994 and, as a result, was in
default on this mortgage obligation for most of the fiscal year.
On November 30, 1994, the Deerwood Office Center was sold for a gross sales
price of $6,977,000. Proceeds from the sale, after payment of Deerwood Office
Center's outstanding mortgage balance and closing costs, totaled $647,205,
which was added to the Partnership's cash reserves. The net loss related to
the disposition of Deerwood Office Center was $2,286,388.
7. Rental Income Under Operating Leases
Future minimum rental income on noncancellable operating leases at Crosswest
Office Center as of November 30, 1995 is as follows:
1996 $ 2,266,102
1997 2,086,600
1998 1,560,588
1999 850,644
2000 633,014
Thereafter 831,758
$ 8,228,706
Generally, leases are for terms of three to five years, contain renewal options
and allow for increases in certain property operating expenses to be passed on
to tenants. During the year ended November 30, 1993, 19% of rental income was
derived from one tenant. This tenant vacated the premise in early fiscal 1994.
8. Reconciliation of Net Loss to Tax Loss
For the year ended November 30, 1995 and 1994, the net loss reported in the
financial statements exceeded the tax loss by $131,312 and $992,480,
respectively. For the year ended November 30, 1993, the tax loss exceeded the
net loss reported in the financial statements by $112,532. These differences
are due to the differences between the tax basis and financial statement basis
of buildings and improvements and the use of accelerated methods of
depreciating real estate for tax purposes as compared to the straight-line
method used for financial statement purposes. In addition, rental income is
recorded on a straight-line basis over the term of the lease for financial
statement purposes, and is reportable for tax purposes when received or
receivable.
Report of Independent Auditors
General and Limited Partners
Commercial Properties 4, L.P.
and Consolidated Ventures
We have audited the accompanying consolidated balance sheets of Commercial
Properties 4, L.P. and Consolidated Ventures as of November 30, 1995 and 1994,
and the related consolidated statements of operations, partners' capital
(deficit) and cash flows for each of the three years in the period ended
November 30, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above represent fairly, in
all material respects, the consolidated financial position of Commercial
Properties 4, L.P. and Consolidated Ventures at November 30, 1995 and 1994, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended November 30, 1995, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Boston, Massachusetts
January 15, 1996
Comparison of Acquisition Costs to Appraised Value and Determination of
Net Asset Value Per $500 Unit at November 30, 1995 (Unaudited)
Acquisition Cost
(Purchase Price Partnership's
Plus General Share of
Partners' November 30,
Date of Acquisition 1995 Appraised
Property Acquisition Fees) Value (1)
Crosswest Office Center (2) 09-10-85 $ 17,478,593 $ 7,519,014
Cash and cash equivalents 859,541
Restricted cash 769,775
Rent receivable 90,685
Prepaid expenses 50,474
Other assets 47,515
9,337,004
Less:
Total liabilities - net of
mortgage loan (4,285,229)
Partnership Net Asset
Value (3) $ 5,051,775
Net Asset Value Allocated:
Limited Partners $ 5,001,257
General Partners 50,518
$ 5,051,775
Net Asset Value Per Unit
(56,341 units outstanding) $88.77
(1) This represents the Partnership's share of the November 30, 1995
Appraised Value, which was determined by an independent property
appraisal firm.
(2) The Acquisition Cost and the Partnership's share of the November 30,
1995 Appraised Value are net of outstanding mortgage loan balance at
the time of acquisition and at November 30, 1995.
(3) The Net Asset Value assumes a hypothetical sale at November 30, 1995 of
the Partnership's property at a price based upon its value as a rental
property, as determined by an independent property appraisal firm, and
the distribution of the proceeds of such sale, combined with the
Partnership's cash, after liquidation of the Partnership's liabilities
to the Partners. Real estate brokerage commissions payable to the
General Partners or others are not determinable at this time and have
not been included in the determination. Since the Partnership would
incur real estate brokerage commissions and other selling expenses in
connection with the sale of its properties and other assets, cash
available for distribution to the Partners would be less than the
appraised Net Asset Value.
Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different. A
significant factor in establishing an appraised value is the actual selling
price for property which the appraiser believes are comparable. Further, the
appraised value also does not reflect the actual costs which would be incurred
in selling the property. As a result of these factors and the illiquid nature
of an investment in Units of the Partnership, the variation between the
appraised value of the Partnership's property and the price at which Units of
the Partnership could be sold is likely to be significant. Fiduciaries of
Limited Partners which are subject to ERISA or other provisions of law
requiring valuation of Units should consider all relevant factors, including,
but not limited to Net Asset Value per Unit, in determining the fair market
value of the investment in the Partnership for such purposes.
COMMERCIAL PROPERTIES 4, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
Initial Cost Capitalized
Cost to Subsequent
Partnership To Acquisition
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements
Commercial Property:
Crosswest Office
Center $2,780,986 $2,000,000 $14,048,055 $3,979,232
$2,780,986 $2,000,000 $14,048,055 $3,979,232
COMMERCIAL PROPERTIES 4, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
Gross Amount at Which Carried at Close of Period
Buildings and Accumulated
Description Land Improvements Total Depreciation
Crosswest Office Center $2,000,000 $18,027,287 $20,027,287 $7,380,618
$2,000,000 $18,027,287 $20,027,287(1) $7,380,618(2)
COMMERCIAL PROPERTIES 4, L.P.
Schedule III - Real Estate and Accumulated Depreciation
November 30, 1995
Life on which
Depreciation
in Latest
Date of Date Income Statements
Description Construction Acquired is Computed
Crosswest Office Center 1985 9/10/85 10-25 years
(1) For Federal income tax purposes, the aggregate cost of land, building and
improvements is approximately $18,875,524.
(2) The amount of accumulated depreciation for Federal income tax purposes is
approximately $7,687,252.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1995, 1994 and 1993:
Real Estate investments: 1995 1994 1993
Beginning of year $ 19,678,184 $ 33,020,145 $ 32,023,390
Acquistions 349,103 677,979 996,755
Basis adjustment, net 0 (993,239) 0
Dispositions 0 (13,026,701) 0
End of year $ 20,027,287 $ 19,678,184 $ 33,020,145
Accumulated Depreciation:
Beginning of year $ 6,447,519 $ 9,201,289 $ 7,901,968
Depreciation expense 933,099 1,459,886 1,299,321
Dispositions 0 (4,213,656) 0
End of year $ 7,380,618 $ 6,447,519 $ 9,201,289
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Commercial Properties 4, L.P. of our report dated January 12, 1996, included
in the 1995 Annual Report to Shareholders of Commercial Properties 4, L.P. and
Consolidated Ventures.
Our audit also included the financial statement schedule of Commercial
Properties 4, L.P. and Consolidated Ventures listed in Item 14(a). This
schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
the financial statements schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth herein.
ERNST & YOUNG LLP
Boston, Massachusetts
January 12, 1996
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<PERIOD-TYPE> 12-MOS
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<PERIOD-END> NOV-30-1995
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<OTHER-SE> 8,350,839
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