UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: November 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-14342
COMMERCIAL PROPERTIES 4, L.P.
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(formerly Hutton/GSH Commercial Properties 4)
Exact name of registrant as specified in its charter
Virginia 11-2711361
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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
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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
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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, 1996 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,
1996 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 Property.
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 the
Consolidated Financial Statements of the Partnership's Annual Report to
Unitholders for the year ended November 30, 1996 filed as an exhibit under Item
14.
The Registrant's principal investment objectives with respect to the
Property (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 Property.
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, 1996
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 and Note 5 "Real Estate
Investments" of the Notes to the Consolidated Financial Statements in the
Partnership's Annual Report to Unitholders for the year ended November 30, 1996
filed as an exhibit under Item 14.
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 1996.
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, 1996, the number of Unitholders was 3,016.
(c) Distributions
Distributions of Net Cash from Operations, if any, are made quarterly
approximately 45 days after the close of each fiscal quarter. Distributions of
cash to the Limited Partners have been suspended since the second quarter of
1987, due to the Partnership's 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. Although the General Partners
believe that the Partnership's cash reserve is presently adequate to fund these
necessary expenses, it is anticipated that cash distributions will remain
suspended for the foreseeable future in light of the Partnership's plan to
market Crosswest for sale in 1997. Any cash reserves held by the Partnership
at the time of sale will be distributed together with proceeds resulting from
such a sale. 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, 1996
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
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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. Although the
General Partners believe that the Partnership's cash reserve is presently
adequate to fund these necessary expenses, it is anticipated that cash
distributions will remain suspended for the foreseeable future in light of the
Partnership's plan to market Crosswest for sale in 1997. Any cash reserves
held by the Partnership at the time of sale will be distributed together with
proceeds resulting from such a sale.
The Partnership had cash and cash equivalents at November 30, 1996 of
$1,339,034 compared with $859,541 at November 30, 1995. The increase is
primarily attributable to net cash provided by operations exceeding real estate
additions and mortgage principal payments. Net cash from operations totaled
$825,328 for the year ended November 30, 1996 compared with $572,727 for the
year ended November 30, 1995. The increase is primarily due to a decrease in
net loss, prepaid expenses and other assets, in addition to the timing of
contributions to and withdrawals from restricted cash in 1996. At November 30,
1996, the Partnership had a restricted cash balance of $873,891 compared with
$769,775 at November 30, 1995. The restricted cash balance at November 30,
1996 consisted of $40,201 in security deposits, $168,283 reserved to fund real
estate taxes at Crosswest and $665,407 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.
Prepaid expenses totaled $360,341 at November 30, 1996, compared to $449,064 at
November 30, 1995. The decrease primarily reflects the amortization of leasing
commissions at Crosswest. Accounts payable and accrued expenses totaled
$386,616 at November 30, 1996 compared to $602,485 at November 30, 1995. The
decrease is primarily a result of the payment of outstanding invoices in 1996
related to tenant improvements completed during 1995 for a tenant at Crosswest
and salary and administrative expenses from 1993-1995.
On March 15, 1996, based upon, among other things, the advice of legal counsel,
Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution
that states, among other things, if a Change of Control (as defined below)
occurs, the General Partners may distribute the Partnership's cash balances not
required for its ordinary course day-to-day operations. "Change of Control"
means any purchase or offer to purchase more than 10% of the Units that is not
approved in advance by the General Partners. In determining the amount of the
distribution, the General Partners may take into account all material factors.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partners have declared the distribution and established a record
date and distribution date for the distribution.
Results of Operations
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1996 Versus 1995
Partnership operations resulted in a net loss of $152,434 for the year ended
November 30, 1996, compared with a net loss of $234,306 for the year ended
November 30, 1995. The lower net loss in 1996 is largely attributable to
higher rental income at Crosswest, partially offset by higher property
operating expenses.
Rental income totaled $2,719,736 for the year ended November 30, 1996, compared
with $2,574,200 for the year ended November 30, 1995. The increase of $145,536
is primarily attributable to tenant expansions and higher occupancy in 1996.
Interest income increased to $85,121 for the year ended November 30, 1996,
compared with $55,393 for the year ended November 30, 1995, primarily due to
higher average cash balances.
Property operating expenses totaled $1,292,614 for the year ended November 30,
1996, compared with $1,214,013 for the year ended November 30, 1995. The
increase is primarily due to higher municipal taxes and utility expenses during
1996.
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.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1996, 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
Lawrence M. Ostow Vice President
Moshe Braver Vice President
Kenneth L. Zakin, 49, 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 was a director of Lexington Corporate
Properties, Inc. from 1993 to 1996. 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, 37, 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.
Lawrence M. Ostow, 29, is a Vice President of Lehman Brothers and is
responsible for the management of commercial real estate in the Diversified
Asset Group. Mr. Ostow joined Lehman Brothers in September 1992. Prior to
that, Mr. Ostow was a Senior Consultant with Arthur Anderson & Co. in the Real
Estate Services Group, beginning in July 1990. Mr. Ostow is a candidate for an
M.B.A. from the Stern School of Business in 1997 and earned a B.A. degree in
Economics from the University of Michigan in 1990.
Moshe Braver, 43, is currently a Managing Director of Lehman Brothers and has
held such position since October 1985. During this time, he has held positions
with the Business Analysis Group, International and Capital Markets
Administration and currently, with the Diversified Asset Group. Mr. Braver
joined Shearson Lehman Brothers in August 1983 as Senior Vice President. Prior
to joining Shearson, Mr. Braver was employed by the accounting firm of Coopers
& Lybrand from January 1975 through August 1983 as an Audit Manager. He
received a Bachelor of Business Administration degree from Bernard Baruch
College in January 1975 and is a Certified Public Accountant.
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
Mark P. Mikuta President
Donald T. Herrick, Jr. Vice President and Treasurer
Julie R. Adie Vice President and Secretary
Mark P. Mikuta, 42, is Senior Vice President of Goodman Segar Hogan, Inc. and
is Controller and Vice President 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.
Donald T. Herrick, Jr., 53, is President of Goodman Segar Hogan, Inc. He is
also President of Dominion Lands, Inc. and Vice President of Dominion Capital,
Inc., both of which are wholly-owned subsidiaries of Dominion Resources, Inc.
Mr. Herrick joined Dominion Resources in 1970. He earned a Bachelor of
Business Administration degree from the University of Michigan in 1965 and an
M.B.A. from American University in 1969. Mr. Herrick has completed all course
work towards the M.A.I. designation.
Julie R. Adie, 42, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH"). She is
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., an affiliate of HK, with a 38% interest. The remaining
interests in GSHH are limited partnership interests owned by GSH, HK and 23
employees of GSHH. 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, 1996.
(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,
1996.
(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, 1996, $6,554 of income was allocated to the
General Partners ($4,369 to RE Services and $2,185 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 Crosswest, 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 Related Parties" of Notes to the
Consolidated Financial Statements contained in the Partnership's Annual Report
to Unitholders for the year ended November 30, 1996 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, 1996 and 1995 (1)
Consolidated Statements of Operations -
For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Partners' Capital (Deficit) -
For the years ended November 30, 1996, 1995 and 1994 (1)
Consolidated Statements of Cash Flows -
For the years ended November 30, 1996, 1995 and 1994 (1)
Notes to the 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, 1996, 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 1996:
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 Joint Venture 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 Joint Venture 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,
1996.
(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.
COMMERCIAL PROPERTIES 4, L.P.
BY: HS Advisors III, Ltd.
General Partner
BY: Hogan Stanton Investment, Inc.
General Partner
Date: February 28, 1997
BY: /s/Mark P. Mikuta
Name: Mark P. Mikuta
Title: President
BY: CP4 Real Estate Services Inc.
General Partner
Date: February 28, 1997
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, 1997
BY: /s/Kenneth L. Zakin
Kenneth L. Zakin
President and Director
Date: February 28, 1997
BY: /s/William Caulfield
William Caulfield
Vice President and
Chief Financial Officer
Date: February 28, 1997
BY: /s/Lawrence M. Ostow
Lawrence M. Ostow
Vice President
Date: February 28, 1997
BY: /s/Moshe Braver
Moshe Braver
Vice President
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, 1997
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, 1997
BY: /s/Donald T. Herrick, Jr.
Donald T. Herrick, Jr.
Vice President and Treasurer of
Hogan Stanton Investment, Inc.,
as general partner of
HS Advisors III, Ltd.
Date: February 28, 1997
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
------------
ANNUAL REPORT TO UNITHOLDERS
FOR THE YEAR ENDED NOVEMBER 30, 1996
Commercial Properties 4, L.P.
-----------------------------
Commercial Properties 4, L.P. is a limited partnership formed in 1984 to
acquire, operate and hold for investment commercial real estate. The
Partnership's sole remaining asset is the Crosswest Office Center
("Crosswest"), a three-story commercial office building containing
approximately 139,000 net leasable square feet located in White Plains,
New York, approximately twenty miles north of New York City.
Contents
1 Message to Investors
3 Financial Highlights
4 Consolidated Financial Statements
7 Notes to the Consolidated Financial Statements
14 Report of Independent Auditors
15 Net Asset Valuation
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 68144-2596 Attn: Financial Communications
800-223-3464 800-223-3464
Message to Investors
----------------------
Presented for your review is the 1996 Annual Report for Commercial Properties
4, L.P. This report includes an update on conditions for commercial real
estate in Westchester County and a review of operations at Crosswest Office
Center, the Partnership's remaining property.
Market Overview
- ---------------
The commercial office market continued to recover throughout the year,
particularly in the suburban office sector. Overall, demand for office space
continues to increase, bringing about lower vacancy rates and, in many regions
of the country, the opportunity for property owners to raise rental rates.
Following the national trend, the Westchester County office market also
improved in 1996. While the area's overall vacancy rate remained relatively
high at approximately 17.2% for the fourth quarter of 1996, it marked a
decrease from 18.6% at year- end 1995. The Central Westchester submarket,
where the property is located, demonstrated substantially greater improvement
than the Westchester market as a whole, with a vacancy rate of 6.3% at year-end
1996, down dramatically from 15.9% at year-end 1995. The demand for office
space is anticipated to rise for the foreseeable future. As such, vacancy
rates are expected to continue their decline and rental rates are expected to
gradually rise.
We believe the improved climate for office properties locally and nationally,
combined with continued strong property operations as detailed below, may
present an opportunity to sell Crosswest. As such, and as previously reported,
we anticipate marketing the property for sale in 1997.
Property Update
- ---------------
Crosswest maintained a high occupancy level and stable tenant roster in 1996.
During the year, the General Partners executed a new five-year lease for 2,394
square feet and extended two leases totaling 10,530 square feet. Additionally,
a tenant leasing 2,240 square feet extended its lease for two-and-a-half years.
The property was 100% leased to forty-one tenants as of November 30, 1996,
slightly higher than 98% leased to forty-two tenants a year earlier. None of
the property's tenants generated rental income in excess of 10% of the
Partnership's consolidated rental income. Five leases representing 7,448
square feet or approximately 5% of the property's leasable area are scheduled
to expire during 1997.
As previously reported, the local municipality approved the General Partners'
request to expand the property's leasable space by approximately 6,300 square
feet by converting an existing first-floor storage area to usable office space.
Renovations to the space, which were completed during the first quarter of
1997, were funded from Partnership cash reserves and are expected to enhance
the value of the property. Presently, the General Partners are negotiating
with a number of prospective tenants to lease the space.
Due to higher average occupancy and tenant expansions during 1996, cash flow
from operations generated by the property increased by 44%. 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. In light of the Partnership's plan to market Crosswest for
sale in 1997, it is anticipated that cash distributions will remain suspended
for the foreseeable future, and any cash reserves held by the Partnership at
the time of sale will be distributed together with proceeds resulting from such
a sale.
General Information
- -------------------
As you are probably aware, several third parties have commenced partial tender
offers to purchase units of the Partnership at grossly inadequate prices which
are substantially below the Partnership's Net Asset Value. In response, we
recommended that limited partners reject these offers because they do not
reflect the underlying value of the Partnership's assets. According to
published industry sources, most investors who hold units of limited
partnerships similar to the Partnership have rejected these types of tender
offers due to their inadequacy. Please be assured that if any additional
tender offers are made for your units, we will make every effort to provide you
with our position regarding those offers on a timely basis.
Summary
- -------
During the upcoming year, we intend to focus on leasing the property's recently
converted first-floor space, and as property operations are fully stabilized,
we anticipate marketing Crosswest for sale. We will update you with respect to
our efforts and any other significant developments 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/Mark P. Mikuta
Kenneth L. Zakin Mark P. Mikuta
President President
February 28, 1997
Financial Highlights
---------------------
Selected Financial Data
For the Years Ended November 30,
(dollars in thousands, except per Unit data)
1996 1995 1994 1993 1992
Total income $ 2,805 $ 2,630 $ 3,130 $ 3,373 $ 3,439
Net loss (152) (234) (3,967) (1,114) (1,270)
Total assets at year end 15,119 15,417 15,525 26,131 25,983
Mortgage payable 2,653 2,781 2,899 8,722 7,846
Net cash provided by
operations 825 573 437 37 298
Net loss per Limited
Partnership Unit $ (2.82) $ (4.24) $(70.12) $(19.58) $(22.32)
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 increased primarily due to higher rental income in 1996
resulting from higher average occupancy at the property and tenant
expansions.
- - The lower net loss in 1996 is primarily attributable to higher total income,
which was partially offset by higher property operating expenses.
- - Net cash provided by operations increased primarily as a result of a
decrease in net loss, prepaid expenses and other assets, in addition to the
timing of contributions to and withdrawals from restricted cash in 1996.
Restricted cash includes a reserve for building and tenant improvements, and
leasing commissions and escrows for real estate taxes and security deposits.
Consolidated Balance Sheets At November 30, At November 30,
1996 1995
Assets
Real estate, at cost:
Land $ 2,000,000 $ 2,000,000
Building and improvements 18,241,490 18,027,287
20,241,490 20,027,287
Less accumulated depreciation (8,337,153) (7,380,618)
11,904,337 12,646,669
Cash and cash equivalents 1,339,034 859,541
Restricted cash 873,891 769,775
Rent receivable 88,910 90,685
Prepaid expenses, net of accumulated
amortization of $423,728 in 1996 and
$330,548 in 1995 360,341 449,064
Deferred rent receivable 370,148 401,144
Other assets, net of accumulated amortization
of $54,165 in 1996 and $36,523 in 1995 182,233 200,176
Total Assets $15,118,894 $15,417,054
Liabilities and Partners' Capital (Deficit)
Liabilities:
Mortgage note payable $ 2,653,177 $ 2,780,986
Accrued interest payable 17,135 17,961
Accounts payable and accrued expenses 386,616 602,485
Due to affiliates 3,863,561 3,664,783
Total Liabilities 6,920,489 7,066,215
Partners' Capital (Deficit):
General Partners (128,928) (135,482)
Limited Partners (56,341 units outstanding) 8,327,333 8,486,321
Total Partners' Capital 8,198,405 8,350,839
Total Liabilities and Partners' Capital $15,118,894 $15,417,054
Consolidated Statement of Partners' Capital (Deficit)
For the years ended November 30, 1996, 1995 and 1994
General Limited
Partners Partners Total
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
Net income (loss) 6,554 (158,988) (152,434)
Balance at November 30, 1996 $(128,928) $ 8,327,333 $ 8,198,405
Consolidated Statements of Operations
For the years ended November 30, 1996 1995 1994
Income
Rental $2,719,736 $2,574,200 $ 3,087,351
Interest 85,121 55,393 13,585
Other - - 28,713
Total Income 2,804,857 2,629,593 3,129,649
Expenses
Property operating 1,292,614 1,214,013 2,059,703
Depreciation and amortization 1,101,925 1,069,494 1,606,645
Interest 410,759 430,618 983,502
General and administrative 151,993 149,774 172,234
Bad debt - - 24,930
Total Expenses 2,957,291 2,863,899 4,847,014
Loss before loss on sale of property
and minority interest (152,434) (234,306) (1,717,365)
Loss on sale of property - - (2,286,388)
Loss before minority interest (152,434) (234,306) (4,003,753)
Minority interest - - 36,453
Net Loss $ (152,434) $ (234,306) $(3,967,300)
Net Income (Loss) Allocated:
To the General Partners $ 6,554 $ 4,645 $ (16,809)
To the Limited Partners (158,988) (238,951) (3,950,491)
$ (152,434) $ (234,306) $(3,967,300)
Per limited partnership unit
(56,341 outstanding) $ (2.82) $ (4.24) $ (70.12)
Consolidated Statements of Cash Flows
For the years ended November 30, 1996 1995 1994
Cash Flows From Operating Activities:
Net loss $ (152,434) $ (234,306) $(3,967,300)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 960,358 933,099 1,459,886
Amortization 141,567 136,395 146,759
Loss on sale of property - - 2,286,388
Minority interest - - (36,453)
Increase (decrease) in cash arising from
changes in operating assets and
liabilities:
Restricted cash (104,116) (344,987) 117,492
Rent receivable 1,775 (22,805) 88,620
Prepaid expenses and other assets (34,901) (69,176) (111,074)
Deferred rent receivable 30,996 (27,251) 205,857
Accrued interest payable (826) (764) (27,766)
Accounts payable and accrued expenses (215,869) (8,363) 106,047
Due to affiliates 198,778 210,885 168,372
Net cash provided by operating activities 825,328 572,727 436,828
Cash Flows From Investing Activities:
Additions to real estate (218,026) (306,338) (677,979)
Proceeds from sale of property - - 6,977,000
Closing costs - - (323,040)
Net cash provided by (used for) investing
activities (218,026) (306,338) 5,975,981
Cash Flows From Financing Activities:
Mortgage principal payments (127,809) (118,308) (5,822,696)
Net cash used for financing activities (127,809) (118,308) (5,822,696)
Net increase in cash and cash equivalents 479,493 148,081 590,113
Cash and cash equivalents, beginning of year 859,541 711,460 121,347
Cash and cash equivalents, end of year $1,339,034 $ 859,541 $ 711,460
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for interest $ 211,050 $ 220,552 $ 842,801
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 the Consolidated Financial Statements
November 30, 1996, 1995 and 1994
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.
On March 15, 1996, based upon, among other things, the advice of legal counsel,
Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution
that states, among other things, if a Change of Control (as defined below)
occurs, the General Partners may distribute the Partnership's cash balances not
required for its ordinary course day-to-day operations. "Change of Control"
means any purchase or offer to purchase more than 10% of the Units that is not
approved in advance by the General Partners. In determining the amount of the
distribution, the General Partners may take into account all material factors.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partners have declared the distribution and established a record
date and distribution date for the distribution. 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, 1996 and 1995, 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 and Cash Equivalents - Cash and 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, security deposits and excess cash from Crosswest Office
Center operations escrowed for capital improvements and leasing commissions
(Note 6).
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, 1996 and 1995, 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 - 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.
Fair Value of Financial Instruments - Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments"
("FAS 107"), requires that the Partnership disclose the estimated fair values
of its financial instruments. Fair values generally represent estimates of
amounts at which a financial instrument could be exchanged between willing
parties in a current transaction other than in forced liquidation. However, in
many instances current exchange prices are not available for certain of the
Partnership's financial instruments, since no active market generally exists
for such financial instruments.
Fair value estimates are subjective and are dependent on a number of
significant assumptions based on management's judgment regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. In addition, FAS 107 allows
a wide range of valuation techniques. Therefore, comparisons between entities,
however similar, may be difficult.
Deferred Rent Receivable - 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.
Reclassifications - Certain prior year amounts have been reclassified in order
to conform to the current year's presentation.
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 a 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 Related Parties
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, 1996, 1995
and 1994:
Unpaid Earned
November 30, Earned
------------ ---------------------------------
1996 1996 1995 1994
Advances and related interest $2,772,236 $198,685 $210,830 $168,465
Acquisition fees 623,925 _ _ _
Selling commissions 467,400 _ _ _
$3,863,561 $198,685 $210,830 $168,465
The above amounts were earned by or accrued to the General
Partners and their affiliates as follows:
Unpaid Earned
November 30, Earned
------------- --------------------------------
1996 1996 1995 1994
CP4 Services and affiliates $3,617,191 $198,685 $210,830 $168,465
HS Advisors and affiliates 246,370 _ _ _
$3,863,561 $198,685 $210,830 $168,465
The advances from CP4 Services and HS Advisors 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 $198,685, $210,830
and $168,465 during 1996, 1995 and 1994, 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 originally 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 were 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 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) The loss from the sale of the Deerwood Office Center was allocated to each
coventurer to the extent that the coventurer had a positive capital
account prior to the transaction. The remainder was allocated to the
Partnership. 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.
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.
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:
1997 $ 138,074
1998 149,163
1999 161,143
2000 174,086
2001 2,030,711
$ 2,653,177
Based on the borrowing rates currently available to the Partnership for
mortgage loans with similar terms and average maturities, the fair value of
long-term debt approximates carrying value.
Deerwood Center Associates Joint Venture - On December 12, 1988, Deerwood
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 amount of $580,210 for the year ended
November 30, 1994.
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.
Aetna 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, Aetna'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 required
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'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, 1996 is as follows:
1997 $2,300,960
1998 1,879,766
1999 1,108,956
2000 803,364
2001 289,713
Thereafter 547,178
$6,929,937
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.
8. Reconciliation of Net Loss to Tax Loss
For the year ended November 30, 1996, taxable income exceeded the net loss
reported in the financial statements by $277,916. 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. 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, 1996 and 1995,
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, 1996. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Commercial Properties 4, L.P. and Consolidated Ventures at November 30, 1996
and 1995, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended November 30, 1996, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Boston, Massachusetts
January 15, 1997
Net Asset Valuation
---------------------
Comparison of Acquisition Costs to Appraised Value and Determination of Net
Asset Value Per $500 Unit at November 30, 1996 (Unaudited)
Partnership's
Acquisition Cost Share of
(Purchase Price Plus November 30,
Date of General Partners' 1996 Appraised
Property Acquisition Acquisition Fees) Value (1)
Crosswest Office Center (2) 09-10-85 $17,478,593 $8,346,823
Cash and cash equivalents 1,339,034
Cash restricted 873,891
Rent receivable 88,910
Prepaid expenses 52,036
Other assets 47,515
10,748,209
Less:
Total Liabilities - net of mortgage loan (4,267,312)
Partnership Net Asset Value (3) $6,480,897
Net Asset Value Allocated:
Limited Partners $6,416,088
General Partners 64,809
$6,480,897
Net Asset Value Per Unit
(56,341 units outstanding) $113.88
(1) This represents the Partnership's share of the November 30, 1996 Appraised
Value which was determined by an independent property appraisal firm.
(2) The Partnership's share of the November 30, 1996 Appraised Value is net of
the outstanding mortgage loan balance at November 30, 1996.
(3) The Net Asset Value assumes a hypothetical sale at November 30, 1996 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 the
property 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 the property which the appraiser believes are comparable. In
addition, the appraised value 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 may be significant. Fiduciaries of
Limited Partners which are subject to ERISA or other provisions of law
requiring valuations 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.
Schedule III - Real Estate and Accumulated Depreciation November 30, 1996
Crosswest
Commercial Property: Office Center Total
Location Westchester, NY na
Construction date 1985 na
Acquisition date 09-10-85 na
Life on which depreciation in latest
income statements is computed 10 - 25 years na
Encumbrances $ 2,653,177 $ 2,653,177
Initial cost to Partnership:
Land 2,000,000 2,000,000
Building and improvements 14,048,055 14,048,055
Costs capitalized
subsequent to acquisition:
Land, building
and improvements 4,197,258 4,197,258
Retirements (3,823) (3,823)
Gross amount at which
carried at close of period (1):
Land $ 2,000,000 $ 2,000,000
Building and improvements $18,241,490 $18,241,490
$20,241,490 $20,241,490
Accumulated depreciation (2) $ 8,337,153 $ 8,337,153
(1) For Federal income tax purposes, the aggregate basis of land, buildings and
improvements is $19,093,550.
(2) For Federal income tax purposes, the amount of accumulated depreciation is
$8,401,958.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1996, 1995, and 1994:
1996 1995 1994
Real estate investments:
Beginning of year $20,027,287 $19,678,184 $33,020,145
Additions 218,026 349,103 677,979
Basis adjustment, net - - (993,239)
Retirements (3,823) - -
Dispositions - - (13,026,701)
End of year $20,241,490 $20,027,287 $19,678,184
Accumulated depreciation:
Beginning of year $ 7,380,618 $ 6,447,519 $ 9,201,289
Depreciation expense 960,358 933,099 1,459,886
Retirements (3,823) - -
Dispositions - - (4,213,656)
End of year $ 8,337,153 $ 7,380,618 $ 6,447,519
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 15,
1997, included in the 1996 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 statement schedule referred to above, when
considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set
forth herein.
ERNST & YOUNG LLP
Boston, Massachusetts
January 15, 1997
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<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Nov-30-1996
<PERIOD-END> Nov-30-1996
<CASH> 1,339,034
<SECURITIES> 000
<RECEIVABLES> 88,910
<ALLOWANCES> 000
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<PP&E> 20,241,490
<DEPRECIATION> (8,337,153)
<TOTAL-ASSETS> 15,118,894
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<BONDS> 2,653,177
<COMMON> 000
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<OTHER-SE> 8,198,405
<TOTAL-LIABILITY-AND-EQUITY> 15,118,894
<SALES> 2,719,736
<TOTAL-REVENUES> 2,804,857
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<TOTAL-COSTS> 1,292,614
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<INCOME-PRETAX> (152,434)
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