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
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
For the transition period from _____ to _____
Commission file number: 0-014341
HUTTON/CONAM REALTY INVESTORS 5
Exact name of Registrant as specified in its charter
California 11-2712111
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation
Attention: Andre Anderson
3 World Financial Center, 29th Floor, New York, New York 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 Prospectus of Registrant dated March 27, 1985 (included in
Amendment No. 1 to Registration Statement No. 2-95481 of Registrant, filed
March 27, 1985) are incorporated herein by reference into Part III of this
report.
Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended
November 30, 1996.
PART I
Item 1. Business
(a) General Development of Business
Hutton/ConAm Realty Investors 5 (the "Registrant") was organized as a limited
partnership under the laws of the State of California pursuant to a Certificate
and Agreement of Limited Partnership dated June 28, 1984 and filed June 29,
1984, as last amended and restated on August 20, 1985. RI 5 Real Estate
Services, Inc., a Delaware corporation ("RI 5 Services," formerly Hutton Real
Estate Services IX, Inc.), and ConAm Property Services IV, Ltd., a California
limited partnership ("ConAm Services"), are the general partners (together, the
"General Partners") of the Registrant.
Commencing March 27, 1985, the Registrant began offering through E.F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 120,000 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, under Registration Statement No. 2-95481,
which Registration Statement was declared effective on March 27, 1985. The
offering of Units terminated on January 23, 1986. Upon termination of the
offering, the Registrant had accepted subscriptions for 57,490 Units for an
aggregate of $28,745,000.
(b) Narrative Description of Business
The Registrant is engaged in the business of acquiring, operating and holding
for investment multifamily residential properties which by virtue of their
location and design and the nature of the local real estate market have the
potential for long-term capital appreciation and generation of current income.
All of the proceeds available for investment in real estate were invested in
one residential apartment property and two joint ventures, each of which owns a
specified property. Funds held as a working capital reserve are invested in
bank certificates of deposit, unaffiliated money market funds or other highly
liquid short-term investments where there is appropriate safety of principal in
accordance with the Registrant's investment objectives and policies.
The Registrant's principal investment objectives with respect to its interests
in real property are:
(1) capital appreciation;
(2) distributions of net cash from operations attributable to rental
income; and
(3) preservation and protection of capital.
Distributions of net cash from operations will be the Registrant's objective
during its operational phase, while preservation and appreciation of capital
continues to be the Registrant's longer-term objectives. The attainment of the
Registrant's investment objectives will depend on many factors, including
future economic conditions in the United States as a whole and, in particular,
in the localities in which the Registrant's properties are located, especially
with regard to achievement of capital appreciation.
From time to time the Registrant expects to sell its real property investments
taking into consideration such factors as the amount of appreciation in value,
if any, to be realized and the possible risks of continued ownership. In
consideration of these factors and improving market conditions, the General
Partners intend to sell the remaining two properties over the next few years.
No property will be sold, financed or refinanced by the Registrant without the
agreement of both General Partners. Proceeds from the sale, financing or
refinancing of properties will not be reinvested and may be distributed to the
Limited Partners and General Partners (sometimes referred to together herein as
the "Partners"), so that the Registrant will, in effect, be self-liquidating.
If deemed necessary, the Registrant may retain a portion of the proceeds from
any sale, financing or refinancing as capital reserves. As partial payment for
properties sold, the Registrant may receive purchase money obligations secured
by mortgages or deeds of trust. In such cases, the amount of such obligations
will not be included in Net Proceeds From Sale or Refinancing (distributable to
the Partners) until and only to the extent the obligations are realized in
cash, sold or otherwise liquidated.
Originally, the Registrant acquired three residential apartment complexes
(collectively, the "Properties") either directly or through investments in
joint ventures. As of November 30, 1996, the Registrant had interests in the
Properties as follows: (1) Lakeview Village at Ponte Vedra Lakes, a 240-unit
apartment complex, located in Ponte Vedra Beach, Florida; (2) The Hamptons at
Quail Hollow, a 232-unit apartment complex, located in Charlotte, North
Carolina and (3) Canterbury Park Apartments, a 96-unit apartment complex,
located in Raleigh, North Carolina. Subsequent to November 30, 1996, the
Partnership completed the sale of Canterbury Park to an unaffiliated buyer. The
selling price of $6,387,300 was determined by arms length negotiations between
the Partnership and the buyer. Reference is made to Item 7 of this report for
a more detailed discussion of the Canterbury Park sale. For further
information on each of the Properties, see Item 2 of this report and Note 4 to
the Consolidated Financial Statements incorporated herein by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1996 which is filed as an exhibit under Item 14.
Competition
The Registrant's real property investments are subject to competition from
similar types of properties in the vicinities in which they are located and
such competition has increased since the Registrant's investment in the
Properties due principally to the addition of newly constructed apartment
complexes offering increased residential and recreational amenities. The
Properties have also been subject to competition from condominiums and
single-family properties especially during periods of low mortgage interest
rates. The Registrant competes with other real estate owners and developers in
the rental and leasing of its Properties by offering competitive rental rates
and, if necessary, leasing incentives. Such competition may have an effect on
the occupancy levels and revenues of the Properties. The occupancy levels at
the property in Florida reflect some seasonality, which is typical in the
market. In some cases, the Registrant may compete with other properties owned
by partnerships affiliated with either General Partner of the Registrant.
For information with respect to market conditions in each of the areas where
the Partnership's Properties are located, please refer to Item 2 below.
Employees
The Registrant has no employees. Services are provided by RI 5 Services, ConAm
Services, ConAm Management Corporation ("ConAm Management"), an affiliate of
ConAm Services, as well as Service Data Corporation and First Data Investor
Services Group, both unaffiliated companies. The Registrant has entered into
management agreements with ConAm Management pursuant to which ConAm Management
provides property management services with respect to the Properties. First
Data Investor Services Group has been retained by the Registrant to provide all
accounting and investor communication functions, while Service Data Corporation
provides transfer agent services. See Item 13 of this report for a further
description of the service and management agreements between the Registrant and
affiliated entities.
Item 2. Properties
For a description of the Registrant's Properties, a discussion of current
market conditions in each of the areas where the Properties are located and
appraised values, reference is made to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1996, which is filed as an
exhibit under Item 14. For information on the purchase of the Properties,
reference is made to Note 4 to the Consolidated Financial Statements in the
Partnership's Annual Report to Unitholders. Average occupancy rates at each
property are incorporated by reference to Item 7.
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
During the fourth quarter of the fiscal year ended November 30, 1996, no matter
was submitted to a vote of Unitholders through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Partnership's Limited Partnership Interests and
Related Security Holder Matters
As of November 30, 1996, the number of Unitholders of record was 2,651.
No established public trading market exists for the Units, and it is not
anticipated that such a market will develop in the future.
Distributions of Net Cash From Operations are determined by the General
Partners on a quarterly basis, with distributions generally occurring
approximately 45 days after the end of each fiscal quarter. Distributions to
the Limited Partners are made from net operating income with respect to the
Registrant's investment in the Properties and from interest on short- term
investments. Information on cash distributions paid by the Partnership for the
past two fiscal years is incorporated by reference to the Partnership's Annual
Report to Unitholders for the fiscal year ended November 30, 1996, which is
filed as an exhibit under Item 14. Reference is made to Item 7 for a
discussion of the General Partners' expectations for future cash distributions.
Item 6. Selected Financial Data
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.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At November 30, 1996, the Partnership had cash and cash equivalents of
$2,121,544 that were invested in unaffiliated money market funds, compared with
$2,253,221 at November 30, 1995. The Partnership also maintains a restricted
cash balance, which totaled $225,415 at November 30, 1996, compared with
$219,436 at November 30, 1995, representing escrows for real estate taxes and
insurance required under the terms of the Lakeview Village mortgage. Other
assets decreased from $194,815 at November 30, 1995 to $167,504 at November 30,
1996 due to the continued amortization of mortgage fees. The Partnership
expects sufficient cash to be generated from operations to meet its current
operating expenses.
On December 10, 1996, subsequent to the Partnership's fiscal year end, the
Partnership closed on the sale of Canterbury Park. Canterbury Park sold for an
adjusted sales price of $6,387,300 to Burcam Capital I, L.L.C., a North
Carolina limited liability company (the "Buyer"). The selling price was
determined by arm's length negotiations between the Partnership and the Buyer.
The transaction resulted in a gain on sale for Canterbury Park of approximately
$2,600,000, which will be reflected in the Partnership's consolidated statement
of operations for the first quarter ending February 28, 1997 of the next fiscal
year. On January 24, 1997, the Partnership paid a special cash distribution
from the sales proceeds of $6,151,430 or $107 per Unit. As a result of the
pending sale, Canterbury Park was reclassified on the consolidated balance
sheet as of November 30, 1996 as Property held for disposition at its net book
value.
The General Partners continue to perform various improvements at the Properties
including asphalt repairs at The Hamptons at Quail Hollow and other repairs to
prepare vacant apartments for reoccupancy. Thus far, the majority of the
asphalt work at the Hamptons at Quail Hollow is complete. Existing problems
with the roofs at Lakeview Village were aggravated by severe tropical rain
storms late in 1996. After evaluating the damages, the General Partners
received several competitive bids to repair the roofs, and subsequently
selected a contractor. The roof repairs are currently underway and are
scheduled to be completed this year. The anticipated cost of repairing the
roofs is approximately $340,000. The General Partners will evaluate the need
for additional improvement work at the Properties on an ongoing basis.
The General Partners declared a regular cash distribution of $7.50 per Unit for
the quarter ended November 30, 1996 which was paid to investors on January 15,
1997. The level of future distributions will be evaluated on a quarterly basis
and will depend on the Partnership's operating results and future cash needs.
It is expected that cash distributions will be reduced in the future to reflect
the decline in rental income resulting from the sale of Canterbury Park.
Given the improvement in the performance of the Partnership's Properties, and
the improvement in the real estate capital markets which has increased demand
by potential buyers, the General Partners have determined that it is in the
best interest of the Partnership to attempt to sell the remaining two
Properties in an orderly manner over the next few years. Assuming these
efforts are successful, the General Partners would expect to distribute the
sales proceeds and subsequently dissolve the Partnership in 1998 or 1999.
However, meeting this objective will be dependent upon a variety of factors,
many of which are not within the Partnership's control. Consequently, there can
be no assurance that any specific property or all the Properties can be sold,
that particular prices will be achieved, or that all the Properties can be sold
within this time frame.
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 in 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 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
1996 versus 1995
Partnership operations for the fiscal year ended November 30, 1996 generated
net income of $1,017,032, compared with net income of $759,410 in fiscal 1995.
Net cash provided by operating activities was $2,022,547 for the fiscal year
ended November 30, 1996 compared to $1,902,751 in fiscal 1995. The increase in
net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,695,358 for the fiscal year ended November 30, 1996
compared with $4,471,922 in fiscal 1995. The increase reflects higher rental
income at all three Properties, and is primarily attributable to increases in
rental rates at each property during the past year.
Property operating expenses totaled $2,120,789 for the fiscal year ended
November 30, 1996 compared with $2,061,086 in fiscal 1995. The increase is
primarily due to higher repairs and maintenance expenses at Canterbury Park and
Lakeview Village and an increase in utilities expense at Canterbury Park. These
expenses included interior cleaning and painting at both properties, and
parking lot and roof repairs at Lakeview Village. Depreciation and amortization
declined from $1,142,011 for the fiscal year ended November 30, 1995 to
$1,027,524 in fiscal 1996. The decrease is primarily due to fully depreciated
furniture, fixtures and equipment.
General and administrative expenses increased from $120,354 at November 30,
1995 to $140,163 at November 30, 1996. The increase is primarily attributable
to higher legal fees, audit fees and Partnership administrative expenses in the
1996 period.
1995 versus 1994
Partnership operations for the fiscal year ended November 30, 1995 generated
net income of $759,410, compared with net income of $622,853 in fiscal 1994.
Net cash provided by operating activities was $1,902,751 for the fiscal year
ended November 30, 1995 compared to $1,798,897 in fiscal 1994. The increase in
net income and cash flow is primarily attributable to higher rental income.
Rental income totaled $4,471,922 for the fiscal year ended November 30, 1995
compared with $4,268,124 in fiscal 1994. The increase reflects higher rental
income at all three properties, and is primarily attributable to increases in
rental rates at each property during the past year. Interest income totaled
$111,447 for the fiscal year ended November 30, 1995 compared to $68,380 in
fiscal 1994. The increase is the result of the Partnership earning higher
interest rates on its invested cash in 1995 compared to 1994.
Property operating expenses totaled $2,061,086 for the fiscal year ended
November 30, 1995 compared with $1,919,655 in fiscal 1994. The increase is
primarily due to higher repairs and maintenance expenses at The Hamptons and
Lakeview Village. These expenses included exterior painting and roof repairs
at The Hamptons and carpet replacement and floor tiling at Lakeview Village.
The average occupancy levels at each of the properties for the years ended
November 30, 1996, 1995 and 1994 were as follows:
Twelve Months Ended November 30,
Property 1996 1995 1994
The Hamptons at Quail Hollow 96% 96% 97%
Lakeview Village 96% 95% 93%
Canterbury Park 96% 97% 97%
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1996, which is filed as an exhibit under
Item 14. Supplementary Data is incorporated by reference to pages F-1 and F-2
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 or directors. RI 5 Services and ConAm Services,
the co-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.
RI 5 Services
RI 5 Services (formerly Hutton Real Estate Services IX, Inc.) is a Delaware
corporation formed on December 23, 1982, and is an affiliate of Lehman
Brothers, Inc. ("Lehman"). See the section captioned "Certain Matters
Involving Affiliates of RI 5 Services" 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 ("Smith
Barney"), which resulted in a change in the General Partner's name.
Certain officers and directors of RI 5 Services are now serving (or in the past
have served) as officers or 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 the real estate is
located and, consequently, the partnerships sought the protection of the
bankruptcy laws to protect the partnerships' assets from loss through
foreclosure. The names and positions held by the directors and executive
officers of RI5 Services are set forth below. There are no family relationships
between any officers or directors.
Name Office
Paul L. Abbott Director, President, Chief Financial
Officer and Chief Executive Officer
Donald E. Petrow Vice President
David Sclafani Vice President
Paul L. Abbott, 51, is a Managing Director of Lehman. Mr. Abbott joined Lehman
in August 1988, and is responsible for investment management of residential,
commercial and retail real estate. Prior to joining Lehman, Mr. Abbott was a
real estate consultant and a senior officer of a privately held company
specializing in the syndication of private real estate limited partnerships.
From 1974 through 1983, Mr. Abbott was an officer of two life insurance
companies and a director of an insurance agency subsidiary. Mr. Abbott received
his formal education in the undergraduate and graduate schools of Washington
University in St. Louis.
Donald E. Petrow, 40, is a First Vice President of Lehman Brothers Inc. Since
March 1989, he has been responsible for the investment management and
restructuring of various investment portfolios, including but not limited to,
federal insured mortgages, tax exempt bonds, multifamily and commercial real
estate. From November 1981 to February 1989, Mr. Petrow, as Vice President of
Lehman, was involved in investment banking activities relating to partnership
finance and acquisitions. Prior to joining Lehman, Mr. Petrow was employed in
accounting and equipment leasing firms. Mr. Petrow holds a B.S. Degree in
accounting from Saint Peters College and an M.B.A in Finance from Pace
University.
David Sclafani, 24, is an Associate of Lehman Brothers Inc. Mr. Sclafani
joined Lehman Brothers in March 1996 and is responsible for the investment
management and restructuring of various limited partnerships holding multi-
family real estate. Prior to joining Lehman Brothers, Mr. Sclafani worked in
the real estate finance department of a major foreign bank managing performing
and non-performing loans. Mr. Sclafani holds a B.S. Degree in Finance from
Siena College in Loudonville, N.Y.
ConAm Services
ConAm Services is a California limited partnership organized on August 30,
1982. The sole general partner of ConAm Services is Continental American
Development, Inc. ("ConAm Development"). The names and positions held by the
directors and executive officers of ConAm Development are set forth below.
There are no family relationships between any officers or directors.
Name Office
Daniel J. Epstein President and Director
E. Scott Dupree Vice President/Director
Robert J. Svatos Vice President/Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
Daniel J. Epstein, 57, has been the President and a Director of ConAm
Development and ConAm Management (or its predecessor firm) and a general
partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of
ConAm Services, since their inception. Prior to that time Mr. Epstein was Vice
President and a Director of American Housing Guild, which he joined in 1969. At
American Housing Guild, he was responsible for the formation of the
Multi-Family Division and directed its development and property management
activities. Mr. Epstein holds a Bachelor of Science degree in Engineering from
the University of Southern California.
E. Scott Dupree, 46, is a Senior Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals. Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues. Prior to joining ConAm Management in 1985, he was corporate counsel to
Trusthouse Forte, Inc., a major international hotel and restaurant corporation.
Mr. Dupree holds a B.A. from United States International University and a Juris
Doctorate degree from the University of San Diego.
Robert J. Svatos, 38, is a Senior Vice President and is the Chief Financial
Officer of ConAm Management. His responsibilities include the accounting,
treasury and data processing functions of the organization. Prior to joining
ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar
Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds an
M.B.A. in Finance from the University of San Diego and a Bachelor's of Science
degree in Accounting from the University of Illinois. He is a Certified Public
Accountant.
Ralph W. Tilley, 42, is a Senior Vice President and Treasurer of ConAm
Management. He is responsible for the financial aspects of syndications and
acquisitions, the company's asset management portfolio and risk management
activities. Prior to joining ConAm Management in 1980, he was a senior
accountant with KPMG Peat Marwick, specializing in real estate. He holds a
Bachelor's of Science degree in Accounting from San Diego State University and
is a Certified Public Accountant.
J. Bradley Forrester, 39, currently serves as an Executive Vice President of
ConAm Management Corporation. He is responsible for property acquisition and
disposition on a nationwide basis. Additionally, he is involved with the
company's real estate development activities. Prior to joining ConAm, Mr.
Forrester served as Senior Vice President - Commercial Real Estate for First
Nationwide Bank in San Francisco, where he was responsible for a $2 billion
problem asset portfolio including bank-owned real estate and non-performing
commercial real estate loans. His past experience includes significant
involvement in real estate development and finance, property acquisitions and
dispositions and owner's representation matters. Prior to entering the real
estate profession, he worked for KPMG Peat Marwick in Dallas, Texas. Mr.
Forrester holds a Bachelor of Science degree in Accounting from Louisiana State
University. He received his CPA certification in the State of Texas.
Certain Matters Involving Affiliates of RI 5 Services
On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney. Subsequent to the sale, Shearson
changed its name to "Lehman Brothers Inc." The transaction did not affect the
ownership of the Partnership's General Partners. However, the assets acquired
by Smith Barney included the name "Hutton." Consequently, the Hutton Real
Estate Services general partner changed its name to "RI 5 Real Estate Services,
Inc." and the Hutton Group changed its name to "LB I Group Inc." to delete any
reference to "Hutton."
Item 11. Executive Compensation
Neither of the General Partners nor any of their directors or executive
officers received any compensation from the Registrant. See Item 13 below with
respect to a description of certain costs of the General Partners and their
affiliates reimbursed by the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1996, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant.
Neither of the General Partners nor any of their directors or executive
officers owns any Units.
Item 13. Certain Relationships and Related Transactions
RI 5 Services and ConAm Services each received $17,599 as its allocable share
of Net Cash from Operations with respect to the fiscal year ended November 30,
1996. Pursuant to the Certificate and Agreement of Limited Partnership of the
Registrant, for the fiscal year ended November 30, 1996, $27,769 of the
Registrant's net income was allocated to the General Partners ($13,884.50 to RI
5 Services and $13,884.50 to ConAm Services). For a description of the share of
Net Cash from Operations and the allocation of income and loss to which the
General Partners are entitled, reference is made to the discussion under the
caption "Distributions and Allocations" contained on pages 50 through 54 of the
Prospectus of the Registrant dated March 27, 1985 (the "Prospectus") contained
in Amendment No. 1 to Registration Statement No. 2-95481, which discussion is
incorporated herein by reference.
The Registrant has entered into property management agreements with ConAm
Management pursuant to which ConAm Management has assumed direct responsibility
for day-to-day management of the Properties. It is the responsibility of ConAm
Management to select resident managers and local property managers, where
appropriate, and monitor their performance. ConAm Management's services also
include the supervision of leasing, rent collection, maintenance, budgeting,
employment of personnel, payment of operating expenses, and related services.
For such services, ConAm Management is entitled to receive a management fee as
described on pages 33 and 34 of the Prospectus under the caption "Investment
Objectives and Policies - Management of Properties," which description is
herein incorporated by reference. A summary of property management fees earned
by ConAm Management during the past three fiscal years is incorporated by
reference to Note 6 to the Consolidated Financial Statements, included in the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1996, which is filed as an exhibit under Item 14.
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, 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. Both First Data Investor Services Group and Service Data
Corporation are unaffiliated companies. A summary of amounts paid to the
General Partners or their affiliates during the past three fiscal years is
incorporated by reference to Note 6 to the Consolidated Financial Statements,
included in the Partnership's Annual Report to Unitholders for the fiscal year
ended November 30, 1996, which is filed as an exhibit under Item 14.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a)(1) Financial Statements:
Page
Consolidated Balance Sheets - 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 -
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)
Report of Independent Accountants (1)
(a)(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation (F-1)
Report of Independent Accountants (F-2)
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1996, filed as an
exhibit under Item 14.
(a)(3) Exhibits:
(4)(A) Second Amended and Restated Agreement of Limited Partnership (included
as, and incorporated herein by reference to, Exhibit A to the
Prospectus of Registrant dated March 27, 1985, contained in Amendment
No. 1 to Registration Statement No. 2-95481 of Registrant, dated March
27, 1985 (the "Registration Statement")).
(B) Subscription Agreement and Signature Page (included as, and
incorporated herein by reference to, Exhibit 3.1 to Amendment No. 1 to
the Registration Statement).
(10)(A) Documents relating to Lakeview Village:
(A.1) Purchase and Development Agreement, dated January 31, 1984 and
exhibits thereto (included as, and incorporated herein by reference
to, Exhibit 10.2 to Amendment No. 1 to the Registration Statement).
(A.2) Amendments to Purchase and Development Agreement, dated May 31, 1985,
July 31, 1985 and August 21, 1985 (included as, and incorporated
herein by reference to, Exhibit (10)(A) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1985 (the
"1985 Annual Report")).
(A.3) Amended and Restated Agreement of General Partnership of Lakeview
Village at Ponte Vedra Lakes Joint Venture, dated July 1, 1992
(included as, and incorporated herein by reference to Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1992).
(A.4) Loan Documents: Promissory Note and Assignment of Rents and Leases
with respect to the refinancing of Lakeview Village, between
Registrant and The Penn Mutual Life Insurance Company (included as,
and incorporated herein by reference to, Exhibit A4 to the
Registrant's 1993 Annual Report on Form 10-K filed on March 30, 1994).
(A.5) Property Management Agreement between Lakeview Village at Ponte Vedra
Lakes Joint Venture and Con Am Management Corporation for the Lakeview
Village property (included as, and incorporated herein by reference
to, Exhibit A5 to the Registrant's 1993 Annual Report on Form 10-K
filed on March 30, 1994).
(B) Documents relating to The Hamptons:
(B.1) Purchase and Development Agreement, dated October 9, 1984 and exhibits
thereto (included as, and incorporated herein by reference to, Exhibit
10.3 to Amendment No. 1 to the Registration Statement).
(B.2) First Amendment to Purchase and Development Agreement, dated December
12, 1985 (included as, and incorporated herein by reference to,
Exhibit (10)(B) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1986).
(B.3) Real Estate Note, dated October 9, 1984 (filed as, and incorporated
herein by reference to Exhibit (10)(B) to the 1985 Annual Report).
(B.4) Property Management Agreement between The Hamptons Joint Venture and
Con Am Management Corporation for the Hamptons at Quail Hollow II
property (included as, and incorporated herein by reference to,
Exhibit B4 to the Registrant's 1993 Annual Report on Form 10-K filed
on March 30, 1994).
(C) Documents relating to Canterbury Park:
(C.1) Purchase and Development Agreement, dated September 7, 1984 (included
as, and incorporated herein by reference to, Exhibit 10.4 to Amendment
No. 1 to the Registration Statement).
(C.2) Amendments to Purchase and Development Agreement, dated April 30, 1985
and June 30, 1985 (included as, and incorporated herein by reference
to, Exhibit (10)(C) to the 1985 Annual Report).
(C.3) Property Management Agreement between Hutton/ConAm Realty Investors 5
and Con Am Management Corporation for the Canterbury Park II property
(included as, and incorporated herein by reference to, Exhibit C3 to
the Registrant's 1993 Annual Report on Form 10-K filed on March 30,
1994).
(D) Settlement Agreement by and among the Managing Joint Venturers and the
Epoch Joint Venturers, dated July 1, 1992, (included as, and
incorporated herein by reference to, Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1992).
(13) Annual Report to Unitholders for the fiscal year ended November 30,
1996.
(21) List of Subsidiaries - Joint Ventures (included as, and incorporated
herein by reference to, Exhibit (22) to the Registrant's Annual Report
on Form 10-K filed for the fiscal year ended November 30, 1991).
(27) Financial Data Schedule
(99) Portions of the Prospectus of the Registrant, dated March 27, 1985
(included as, and incorporated herein by reference to, Exhibit 28 to
the Registrant's 1987 Annual Report on Form 10-K filed for the fiscal
year ended November 30, 1987).
(b) Reports on Form 8-K:
On December 24, 1996, the Partnership filed a Form 8-K on the closing
of the Canterbury Park sale.
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, 1997 HUTTON/CONAM REALTY INVESTORS 5
BY: RI 5 Real Estate Services Inc.
General Partner
BY: /S/ Paul L. Abbott
Name: Paul L. Abbott
Title: Director, President,
Chief Executive Officer
and Chief Financial Officer
BY: ConAm Property Services IV, Ltd.
General Partner
BY: Continental American Development, Inc.
General Partner
BY: /S/ Daniel J. Epstein
Name: Daniel J. Epstein
Title: President, Director and
Principal Executive 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.
RI 5 REAL ESTATE SERVICES INC.
A General Partner
Date: February 28, 1997 BY: /S/ Paul L. Abbott
Paul L. Abbott
Director, President,
Chief Executive Officer
and Chief Financial Officer
Date: February 28, 1997 BY: /S/ Donald E. Petrow
Donald E. Petrow
Vice President
Date: February 28, 1997 BY: /S/ David Sclafani
David Sclafani
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 capacities and on the dates indicated.
CONAM PROPERTY SERVICES IV, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: February 28, 1997 BY: /S/ Daniel J. Epstein
Daniel J. Epstein
Director and President
Date: February 28, 1997 BY: /S/ E. Scott Dupree
E. Scott Dupree
Vice President/Director
Date: February 28, 1997 BY: /S/ Robert J. Svatos
Robert J. Svatos
Vice President/Director
Date: February 28, 1997 BY: /S/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: February 28, 1997 BY: /S/ J. Bradley Forrester
J. Bradley Forrester
Vice President
Hutton/ConAm Realty Investors 5
1996 Annual Report
Exhibit 13
Hutton/ConAm Realty Investors 5
Hutton/ConAm Realty Investors 5 is a California limited partnership formed
in 1985 to acquire, operate and hold for investment multifamily housing
properties. The Partnership's portfolio currently consists of two
apartment properties located in North Carolina and Florida. Provided
below is a comparison of average occupancy levels at the two remaining
properties for the years ended November 30, 1996 and 1995.
Average Occupancy
Property Location 1996 1995
Lakeview Village Ponte Vedra Beach, Florida 96% 95%
The Hamptons at Quail Hollow Charlotte, North Carolina 96% 96%
Contents
1 Message to Investors
3 Financial Highlights
4 Consolidated Financial Statements
7 Notes to the Consolidated Financial Statements
13 Report of Independent Accountants
14 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 Hutton/ConAm Realty
Investors 5. In this report, we discuss general market conditions affecting
the Partnership's remaining two properties and provide information on the
Partnership's future operating strategies.
Canterbury Park Sale
The most significant event during 1996 was the sale of Canterbury Park on
December 10, 1996, to an unaffiliated institutional buyer for an adjusted sales
price of $6,387,300. The transaction resulted in a gain on the sale of
approximately $2,600,000, which will be reflected in the Partnership's
consolidated statements of operations for the three month period ending
February 28, 1997. The General Partners paid a special cash distribution of
$107 per Unit from the sales proceeds on January 24, 1997.
Cash Distributions
The Partnership paid quarterly cash distributions totaling $30 per Unit for the
year ended November 30, 1996, including the fourth quarter distribution of
$7.50 per Unit, which was credited to your brokerage account or sent directly
to you on January 15, 1997. Since inception, the Partnership has paid
distributions totaling $343.36 per original $500 Unit, including the $107 per
Unit return of capital paid on January 24, 1997. Commencing with the first
quarter 1997 distribution, which will be paid on or about April 15, 1997, cash
distributions will be reduced to reflect the decline in rental income resulting
from the sale of Canterbury Park.
Existing problems with the roofs at Lakeview Village were aggravated by severe
tropical rain storms late in 1996. After evaluating the damages, the General
Partners received several competitive bids to repair the roofs, and
subsequently selected a contractor. The roof repairs are currently underway
and are scheduled to be completed this year. The anticipated cost of repairing
the roofs is approximately $340,000.
Operations Overview
Multi-family real estate continued to perform well in 1996, with property
values and apartment rents increasing in many areas of the country. In
particular, Jacksonville and Charlotte were among the strongest multifamily
housing markets in the country in 1996. The improving conditions prompted a
rise in new construction in the markets where the Partnership owns properties,
causing a slowdown in leasing activity towards the end of the year. Despite
the increasing competition, both Lakeview Village and The Hamptons at Quail
Hollow maintained average occupancy levels for the year of 96%, and the
Partnership's total rental income from the two properties increased by 5% from
the previous year. It is expected that the competitive market conditions will
persist in 1997, but continued economic improvement and a slowdown in new
construction should prevent these areas from becoming significantly overbuilt.
As we have reported in prior correspondence, the General Partners have
continually monitored the operations of the Partnership's properties, the
status of the real estate markets, and other factors to determine the optimum
time to sell the Partnership's properties to maximize value. Those efforts
resulted in the sale of Canterbury Park Apartments in 1996, and a special cash
distribution of $107 per Unit was paid to the limited partners. Given the
improvement in the performance of the Partnership's properties, and the
improvement in the real estate capital markets which has increased demand by
potential buyers, the General Partners have determined that it is in the best
interest of the Partnership to attempt to sell the remaining two properties in
an orderly manner over the next few years. Assuming these efforts are
successful, we would expect to distribute the sales proceeds and subsequently
dissolve the Partnership in 1998 or 1999. However, meeting this objective will
be dependent upon a variety of factors, many of which are not within the
Partnership's control. Consequently, there can be no assurance that any
specific property or all the properties can be sold, that particular prices
will be achieved, or that all the properties can be sold within this time
frame. We will keep you apprised of our sales efforts in future
correspondence.
Property Review
Lakeview Village
Lakeview Village is a 240-unit luxury apartment complex located in an oceanside
residential area of Ponte Vedra Beach, Florida to the southeast of
Jacksonville. The property reported an average occupancy level of 96% in
fiscal 1996 and an increase in rental income of 4.6% from the prior year.
Property improvements for the year included roof and asphalt repairs, carpet
replacement and other improvements to retain the property's competitive
position. Favorable market conditions in the Jacksonville area have led to an
increase in new multifamily construction. Three new apartment complexes were
recently completed in the Ponte Vedra Beach submarket near Lakeview Village
containing approximately 631 units. Despite the new units becoming available
for rent, it is expected that the market will remain stable in 1997. This is
partially due to Jacksonville's 1996 ranking as one of the fastest growing
labor markets in the country.
The Hamptons at Quail Hollow
The Hamptons at Quail Hollow, a 232-unit apartment community located in the
southeastern part of Charlotte, posted strong operations during 1996. Occupancy
at the property averaged 96% for 1996, unchanged from the prior year. Rental
rate increases were also implemented at the property during the year resulting
in a 5.7% increase in the property's rental income. Given continuing strong
market conditions in Charlotte, several apartment projects are in the planning
or construction phase. The southeast submarket of Charlotte, where The Hamptons
is located, has approximately 1,155 new apartment units under construction with
an additional 980 new units proposed. These new units could have an adverse
impact on the market's occupancy in the short term; however, it is expected
that Charlotte's healthy market will be able to accommodate the new
construction over the long-term.
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. To date, holders of
over 98% of the outstanding units agreed that these offers were inadequate,
rejected these offers and did not tender their units. 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 such offer on a timely basis.
Summary
We are pleased with the completion of the sale of Canterbury Park Apartments.
During 1997, we intend to monitor market conditions in an effort to sell the
Partnership's two remaining properties within the next few years. In the
interim, we will also seek to maximize the performance of the properties and
further improve their marketability and appeal. We will keep you apprised of
significant developments affecting your investment in future reports.
Very truly yours,
/s/ Paul L. Abbott /s/ Daniel J. Epstein
Paul L. Abbott Daniel J. Epstein
President President
RI5 Real Estate Services Inc. Continental American Development, Inc.
General Partner of ConAm Property
Services IV, Ltd.
February 28, 1997
Financial Highlights
Selected Financial Data
For the periods ended November 30, 1996 1995 1994 1993 1992
Dollars in thousands, except for per unit data
Total Income $ 4,798 $ 4,583 $ 4,337 $ 4,201 $ 3,950
Net Income 1,017 759 623 382 243
Net Cash Provided by
Operating Activities 2,023 1,903 1,799 1,316 1,365
Long-term Obligations 6,299 6,405 6,502 6,593 6,752
Total Assets at Year End 22,053 22,912 23,946 26,007 25,756
Net Income per
Limited Partnership Unit* 17.21 12.77 10.46 6.33 4.12
Distributions per
Limited Partnership Unit* 30.00 30.00 26.00 25.00 5.65
* 57,490 units outstanding
- - Total Income increased 4.7% from 1995 to 1996, primarily due
to higher rental income at all three properties.
- - The increase in net income and net cash provided by operating
activities is primarily attributable to the increase in rental
income. This was partially offset by an increase in property
operating expenses due to higher repair and maintenance
expenses at Lakeview Village and Canterbury Park and increased
utilities expense at Canterbury Park.
Cash Distributions
Per Limited Partnership Unit
Through November 30, 1996 1996 1995
First Quarter 7.50 7.50
Second Quarter 7.50 7.50
Third Quarter 7.50 7.50
Fourth Quarter 7.50 7.50
Total $ 30.00 $ 30.00
Please note that on January 24, 1997, the Partnership paid a special cash
distribution totaling $107 per Unit, reflecting a return of capital from the
net proceeds of the December 1996 sale of Canterbury Park.
Consolidated Balance Sheets At November 30, At November 30,
1996 1995
Assets
Investments in real estate:
Land $ 3,780,687 $ 4,941,450
Buildings and improvements 22,125,028 26,463,000
25,905,715 31,404,450
Less accumulated depreciation (10,055,068) (11,159,740)
15,850,647 20,244,710
Property held for disposition 3,687,584 --
Cash and cash equivalents 2,121,544 2,253,221
Restricted cash 225,415 219,436
Other assets, net of accumulated
amortization of $99,528 in 1996
and $67,249 in 1995 167,504 194,815
Total Assets $ 22,052,694 $ 22,912,182
Liabilities and Partners' Capital
Liabilities:
Mortgage payable $ 6,299,052 $ 6,404,612
Distribution payable 439,974 439,974
Accounts payable and accrued expenses 309,475 314,538
Due to general partners and affiliates 19,613 18,849
Security deposits 129,482 136,245
Total Liabilities 7,197,596 7,314,218
Partners' Capital:
General Partners 182,637 190,066
Limited Partners (57,490 units
outstanding) 14,672,461 15,407,898
Total Partners' Capital 14,855,098 15,597,964
Total Liabilities and Partners'
Capital $ 22,052,694 $ 22,912,182
Consolidated Statements of Partners' Capital
For the years ended November 30, 1996, 1995 and 1994
General Limited
Partners Partners Total
Balance at November 30, 1993 $ 209,093 $ 17,291,750 $ 17,500,843
Net income 21,482 601,371 622,853
Cash distributions (30,504) (1,494,740) (1,525,244)
Balance at November 30, 1994 200,071 16,398,381 16,598,452
Net income 25,193 734,217 759,410
Cash distributions (35,198) (1,724,700) (1,759,898)
Balance at November 30, 1995 190,066 15,407,898 15,597,964
Net income 27,769 989,263 1,017,032
Cash distributions (35,198) (1,724,700) (1,759,898)
Balance at November 30, 1996 $ 182,637 $ 14,672,461 $ 14,855,098
Consolidated Statements of Operations
For the years ended November 30, 1996 1995 1994
Income
Rental $ 4,695,358 $ 4,471,922 $ 4,268,124
Interest 102,810 111,447 68,380
Total Income 4,798,168 4,583,369 4,336,504
Expenses
Property operating 2,120,789 2,061,086 1,919,655
Depreciation and amortization 1,027,524 1,142,011 1,160,514
Interest 492,660 500,508 507,772
General and administrative 140,163 120,354 125,710
Total Expenses 3,781,136 3,823,959 3,713,651
Net Income $ 1,017,032 $ 759,410 $ 622,853
Net Income Allocated:
To the General Partners $ 27,769 $ 25,193 $ 21,482
To the Limited Partners 989,263 734,217 601,371
$ 1,017,032 $ 759,410 $ 622,853
Per limited partnership unit
(57,490 outstanding) $17.21 $12.77 $10.46
Consolidated Statements of Cash Flows
For the years ended November 30, 1996 1995 1994
Cash Flows From Operating Activities:
Net Income $ 1,017,032 $ 759,410 $ 622,853
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,027,524 1,142,011 1,160,514
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Fundings to restricted cash (169,425) (163,568) (180,298)
Release of restricted cash 163,446 167,460 166,488
Other assets (4,968) (8,577) 12,291
Accounts payable and accrued expenses (5,063) 197 7,509
Due to general partners and affiliates 764 762 297
Security deposits (6,763) 5,056 9,243
Net cash provided by operating
activities 2,022,547 1,902,751 1,798,897
Cash Flows From Investing Activities:
Additions to real estate (288,766) (69,977) (43,530)
Net cash used for investing activities (288,766) (69,977) (43,530)
Cash Flows From Financing Activities:
Distributions (1,759,898) (1,701,235) (2,610,515)
Receipt of deposit financing -- -- 278,487
Mortgage fees -- -- (41,131)
Mortgage principal payments (105,560) (97,713) (90,448)
Net cash used for financing
activities (1,865,458) (1,798,948) (2,463,607)
Net increase (decrease) in cash
and cash equivalents (131,677) 33,826 (708,240)
Cash and cash equivalents,
beginning of period 2,253,221 2,219,395 2,927,635
Cash and cash equivalents,
end of period $ 2,121,544 $ 2,253,221 $ 2,219,395
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period
for interest $ 492,660 $ 500,508 $ 507,772
Notes to the Consolidated Financial Statements
November 30, 1996, 1995 and 1994
1. Organization
Hutton/ConAm Realty Investors 5 (the "Partnership") was organized as a limited
partnership under the laws of the State of California pursuant to a Certificate
and Agreement of Limited Partnership (the "Partnership Agreement") dated June
28, 1984 and amended and restated August 20, 1985. The Partnership was formed
for the purpose of acquiring and operating certain types of residential real
estate. The General Partners of the Partnership are RI 5 Real Estate Services,
Inc., an affiliate of Lehman Brothers Inc. (see below), and ConAm Property
Services IV, Ltd., an affiliate of Continental American Properties, Ltd (the
"General Partners"). The Partnership will continue until December 31, 2010
unless sooner terminated pursuant to 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 IX, Inc. General
Partner changed its name to "RI 5 Real Estate Services, Inc.".
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
Financial Statements - The consolidated financial statements include the
accounts of the Partnership and its affiliated ventures. The effect of
transactions between the Partnership and its ventures have been eliminated in
consolidation.
Real Estate Investments - Real estate investments are recorded at cost less
accumulated depreciation and include the initial purchase price of the
property, legal fees, acquisition and closing costs.
Leases are accounted for under the operating method. Under this method,
revenue is recognized as rentals are earned and expenses (including
depreciation) are charged to operations when incurred. Leases are generally for
terms of one year or less.
Depreciation is computed using the straight-line method based upon the
estimated useful lives of the properties. Maintenance and repairs are charged
to operations as incurred. Significant betterments and improvements are
capitalized and depreciated over their estimated useful lives.
For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
reflected in income for the period.
Property Held for Disposition - Effective August 31, 1996, Canterbury Park was
reclassified to "Property held for disposition" at its net book value.
Accordingly, Canterbury Park was no longer depreciated subsequent to that date.
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. Property held for
disposition is recorded at the lower of carrying value or fair market value
less costs to sell. The Partnership adopted FAS 121 in 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.
Other Assets - Included in other assets are deferred mortgage costs incurred in
connection with obtaining financing on one of the Partnership's properties.
Such costs are amortized over the term of the loan.
Offering Costs - Costs relating to the sale of limited partnership units were
deferred during the offering period and charged to the limited partners'
capital accounts upon the consummation of the public offering.
Income Taxes - No provision for income taxes has been made in the financial
statements since income, losses and tax credits are passed through to the
individual partners.
Cash and Cash Equivalents - Cash equivalents consist of short-term highly
liquid investments which have maturities of three months or less from date of
issuance. Cash and cash equivalents include security deposits of $129,482 and
$136,245 at November 30, 1996 and 1995, respectively, the use of which is
restricted under certain state statutes.
Concentration of Credit Risk - Financial instruments which potentially subject
the Partnership to a concentration of credit risk principally consist of cash
and cash equivalents in excess of the financial institutions' insurance limits.
The Partnership invests available cash with high credit quality financial
institutions.
Restricted Cash - Restricted cash consists of escrows for real estate taxes and
casualty insurance as required by the first mortgage lender on the Lakeview
Village property.
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 amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ 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 net cash from operations, as defined,
will be distributed quarterly, 98% to the limited partners and 2% to the
General Partners until each limited partner has received an amount equal to an
annual 7% return for such year. Thereafter, net cash from operations will be
distributed 100% to the General Partners until the General Partners have
received distributions for the year (including the 2% distribution described
above) equal to 10% of the aggregate net cash from operations distributed to
the partners for such fiscal year to that point. Any remaining net cash from
operations will be distributed 90% to the limited partners and 10% to the
General Partners.
Net loss and all depreciation will be allocated 99% to the limited partners and
1% to the General Partners.
Net income will be allocated as follows:
a. To the extent that net income before depreciation does not exceed the amount
of net cash from operations distributable to the partners with respect to
such fiscal year, net income before depreciation shall be allocated among
the partners, pro rata in accordance with the amount of net cash from
operations distributable to each partner with respect to such fiscal year to
the extent thereof; and
b. To the extent that net income before depreciation exceeds the amount of net
cash from operations distributable to the partners with respect to such
fiscal year, such excess shall be allocated (1) first, 100% to the General
Partners, pro rata, in an amount equal to the excess, if any, of the General
Partners' deficits, if any, in their capital accounts, over an amount equal
to 1% of the aggregate capital contributions to the partnership as reduced
by the amount of the General Partners' capital contributions, and (2)
second, 99% to the limited partners and 1% to the General Partners.
For the years ended November 30, 1996, 1995 and 1994, net income before
depreciation exceeded net cash from operations distributable to the partners by
$252,378, $109,243 and $225,354, respectively. Pursuant to the Partnership
Agreement and as described in (b)(2) above, this excess was allocated 99% to
the limited partners and 1% to the General Partners.
Net proceeds from sales or refinancing will be distributed 100% to the limited
partners until each limited partner has received an amount equal to his
adjusted capital investment (as defined in the Partnership Agreement) and an
annual, cumulative 7% return thereon. The balance, if any, will be distributed
85% to the limited partners and 15% to the General Partners. Generally, all
gain from sales will be allocated 99% to the limited partners and 1% to the
General Partners until each limited partner has received an amount equal to his
adjusted capital investment and an annual, cumulative 7% return thereon.
Thereafter, gain will be allocated pro rata to the limited and General
Partners' capital accounts, as reduced by the amount of the net proceeds
distributed from sale or refinancing with respect to such transactions, until
the limited and general partner capital accounts are in a ratio of 85 to 15.
The balance, if any, is to be distributed 85% to the limited partners and 15%
to the General Partners.
4. Real Estate Investments
Since inception, the Partnership acquired three residential apartment complexes
either directly or through investments in joint ventures as follows:
Date Purchase
Property Name Units Location Acquired Price
Lakeview Village 240 Ponte Vedra Beach, FL 8/22/85 $12,266,187
Canterbury Park Apts. 96 Raleigh, NC 11/21/85 5,467,661
The Hamptons 232 Charlotte, NC 5/30/86 11,694,137
Lakeview Village and The Hamptons were acquired through joint ventures with
unaffiliated developers. To each venture, the Partnership assigned its rights
to acquire the above properties and contributed cash equal to the purchase
price of the properties. The developers did not make an initial capital
contribution to these ventures.
The initial joint venture agreement of The Hamptons substantially provides
that:
a. Net cash from operations of The Hamptons will be distributed 100% to the
Partnership until it has received an annual, noncumulative return of 8% on
118% of its adjusted capital contribution. Any remaining balance will be
distributed 80% to the Partnership and 20% to the co-venturer.
b. Net income of the joint venture will be allocated to the Partnership and
the co-venturer basically in accordance with the distribution of net cash
from operations. All losses and depreciation will be allocated to the
Partnership.
c. Net proceeds from a sale or refinancing of The Hamptons will be distributed
100% to the Partnership until it has received an amount equal to an annual,
cumulative 8% return on 118% of its adjusted capital contribution and an
amount equal to 118% of its adjusted capital contribution. Distributions
will then be made to the co-venturer until it has received an annual,
cumulative 8% return on $928,000 as reduced by all prior distributions of
net cash from operations and an amount equal to $928,000 as reduced by all
prior distributions of net proceeds from refinancing. Any remaining net
proceeds will be distributed 80% to the Partnership and 20% to the
co-venturer.
The joint venture agreement of Lakeview Village substantially provides that:
a. Available cash from operations of Lakeview Village will be distributed 100%
to the Partnership until it has received its annual, noncumulative
preferred return, of $650,000. Any remaining balance will be distributed
99% to the Partnership and 1% to the corporate General Partners.
b. Net income of Lakeview Village will be allocated first, proportionately to
partners with negative capital accounts, as defined, until such capital
accounts, as defined, have been increased to zero. Then, to the
Partnership up to the amount of any payments made on account of its
preferred return; thereafter, 99% to the Partnership and 1% to the
corporate General Partners. All net losses will be allocated first to the
partners with positive capital accounts, as defined, until such accounts
have been reduced to zero, then 99% to the Partnership and 1% to the
corporate General Partners.
c. Income from a sale of Lakeview Village will be allocated to the Partnership
until the Partnership's capital account, as defined, is equal to the fair
market value of the ventures' assets at the date of the amendment. Any
remaining balance will then be allocated 99% to the Partnership and 1% to
the corporate General Partners. Net proceeds from a sale or refinancing
will be distributed first to the partners with a positive capital account
balance, as defined; thereafter, 99% to the Partnership and 1% to the
corporate General Partners.
5. Mortgage Payable
On May 30, 1986, the Lakeview Village Venture obtained a first mortgage loan of
$7,000,000 collateralized by a mortgage encumbering Lakeview Village. The loan
had a term of seven years and bore interest at an annual rate of 9% with
monthly payments of interest only for the first and second years.
On October 27, 1993, the extended maturity date, the Partnership obtained
replacement financing on its Lakeview Village property from The Penn Mutual
Life Insurance Company ("Penn Mutual"), an unaffiliated party. During 1996,
Penn Mutual transferred the mortgage loan to Midland Loan Services, Inc. under
the existing terms. Total proceeds of $6,600,000 were received and are
collateralized by a Mortgage and Security Agreement and an Assignment of Rents
and Leases Agreement encumbering the property. The 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 25 year amortization
schedule. The proceeds of this financing along with Partnership cash reserves
were used to repay the outstanding amounts due Aetna Life Insurance Company on
the Partnership's prior mortgage. Partnership cash reserves were also used to
pay refinancing expenses of $184,825 and fund escrows of $355,664. The escrowed
funds are applied to the property for real estate taxes and insurance.
Annual maturities of mortgage note principal over the next five years are as
follows:
Year Amount
1997 $ 114,038
1998 123,197
1999 133,091
2000 143,780
2001 155,328
Thereafter 5,629,618
$ 6,299,052
Based on 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.
6. Transactions with Related Parties
The following is a summary of fees earned and reimbursable expenses to the
General Partners and affiliates for the years ended November 30, 1996, 1995 and
1994, and the unpaid portion at November 30, 1996:
Unpaid at
November 30, Earned
1996 1996 1995 1994
RI5 Real Estate Services, Inc.
and affiliates:
Out-of-pocket expenses $ -- $ 1,462 $ 2,319 $ 942
ConAm and affiliates:
Property operating salaries -- 342,575 336,666 330,588
Property management fees 19,613 234,958 223,720 213,836
Total $19,613 $578,995 $562,705 $545,366
7. Reconciliation of Financial Statement and Tax Information
The following is a reconciliation of the net income for financial statement
purposes to net income for federal income tax purposes for the years ended
November 30, 1996, 1995 and 1994:
1996 1995 1994
Net income per financial statements $1,017,032 $ 759,410 $ 622,853
Depreciation deducted for tax purposes
in excess of depreciation expense per
financial statements (63,543) (3,589) (2,189)
Tax basis joint venture net loss in
excess of GAAP basis joint venture
net income/(loss) (54,848) 8,238 14,208
Other 6,434 1,656 1,368
Taxable net income $ 905,075 $ 765,715 $ 636,240
The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital for federal income tax purposes as of November
30, 1996, 1995 and 1994:
1996 1995 1994
Partners' capital per
financial statements $14,855,098 $15,597,964 $16,598,452
Adjustment for cumulative difference
between tax basis net income and net
income per financial statements (955,121) (843,162) (849,467)
Partners' capital per tax return $13,899,977 $14,754,802 $15,748,985
8. Distributions Paid
Cash distributions, per the consolidated statements of partners' capital, are
recorded on the accrual basis, which recognizes specific record dates for
payments within each fiscal year. The consolidated statements of cash flows
recognize actual cash distributions paid during the fiscal year. The following
table discloses the annual amounts as presented on the consolidated financial
statements:
Distributions Distributions
Payable Distributions Distributions Payable
Beginning of Year Declared Paid November 30
1996 $ 439,974 $ 1,759,898 $ 1,759,898 $ 439,974
1995 381,311 1,759,898 1,701,235 439,974
1994 $ 1,466,582 $ 1,525,244 $ 2,610,515 $ 381,311
9. Subsequent Event
On December 10, 1996, the Partnership closed on the sale of Canterbury Park.
Canterbury Park sold for $6,387,300 to Burcam Capital I, L.L.C., a North
Carolina limited liability company (the "Buyer"), which is unaffiliated with
the Partnership. The selling price was determined by arm's length negotiations
between the Partnership and the Buyer. The transaction resulted in a gain on
sale for Canterbury Park of approximately $2,600,000, which will be reflected
in the Partnership's consolidated statement of operations in the first quarter
of the next fiscal year. Accordingly, the net book value of the Property was
reclassified on the Partnership's Consolidated Balance Sheet at November 30,
1996 as Property held for disposition.
On January 24, 1997, the General Partners paid a special distribution of
$6,151,430, representing the net proceeds from the sale of Canterbury Park, to
the Limited Partners. Report of Independent Accountants
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Hutton/ConAm Realty Investors 5:
We have audited the consolidated balance sheets of Hutton/ConAm Realty
Investors 5, a California limited partnership, and Consolidated Ventures as of
November 30, 1996 and 1995, and the related consolidated statements of
operations, partners' capital 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
Hutton/ConAm Realty Investors 5, a California limited partnership, and
Consolidated Ventures as of 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.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 14, 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)
Acquisition Cost Partnership's
(Purchase Price Share of
Plus General November 30,
Partners' 1996
Date of Acquisition Appraised
Property Acquisition Fees) Value (1)
Lakeview Village at Ponte Vedra Lakes 08-22-85 $12,805,899 $11,600,000 (1)
Canterbury Park Apartments 11-21-85 5,708,260 6,165,110 (2)
The Hamptons at Quail Hollow 05-30-86 12,208,679 13,800,000 (1)
$30,722,838 31,565,110
Cash and cash equivalents 2,346,959
Other assets 41,076
33,953,145
Less:
Total liabilities (7,197,596)
Partnership Net Asset Value (3) $26,755,549
Net Asset Value Allocated:
Limited Partners $26,725,759
General Partners 29,790
$26,755,549
Net Asset Value Per Unit
(57,490 units outstanding) $ 464.88
(1) This represents the Partnership's share of the November 30, 1996 Appraised
Values which were determined by an independent property appraisal firm.
(2) This represents the Partnership's share of the net sales proceeds from the
December 10, 1996 sale of Canterbury Park Apartments
(3) The Net Asset Value assumes a hypothetical sale at November 30, 1996 of
all the Partnership's properties at a price based upon their 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.
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 properties which the appraiser believes are comparable. In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties. 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 properties 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
Consolidated Ventures
Lakeview
Canterbury Park Village The
Residential Property: Apartments Apartments Hamptons Total
Location Raleigh, NC Ponte Vedra Charlotte, NC na
Beach, FL
Construction date 1984-1985 1984-1985 1985-1986 na
Acquisition date 11-21-85 08-22-85 05-30-86 na
Life on which depreciation
in latest income statements
is computed (3) (3) (3) na
Encumbrances $ -- $ 6,299,052 $ -- $ 6,299,052
Initial cost to Partnership:
Land $ 1,160,763 $ 1,543,406 $ 2,208,781 $ 4,912,950
Buildings and
improvements $ 4,614,414 $11,321,843 $ 10,085,246 $26,021,503
Costs capitalized
subsequent to acquisition:
Land, buildings
and improvements $ 12,323 $ 645,527 $ 100,913 $ 758,763
Gross amount at which
carried at close of period: (1)
Land $ 1,160,763 $ 1,571,906 $ 2,208,781 $ 4,941,450
Buildings and
improvements 4,626,738 11,938,869 10,186,159 26,751,766
$ 5,787,501 $13,510,775 $ 12,394,940 $31,693,216
Accumulated
depreciation (2) $ 2,099,917 $ 5,488,469 $ 4,566,599 $12,154,985
(1) Represents aggregate cost for both financial reporting and Federal income
tax purposes.
(2) The amount of accumulated depreciation for Federal income tax purposes is
$16,998,950.
(3) Buildings and improvements - 25 years; personal property - 10 years.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1996, 1995, and 1994 follows:
1996 1995 1994
Real estate investments:
Beginning of year $31,404,450 $31,334,473 $31,290,943
Additions 288,766 69,977 43,530
End of year $31,693,216 $31,404,450 $31,334,473
Accumulated depreciation:
Beginning of year $11,159,740 $10,050,009 $ 8,922,264
Depreciation expense 995,245 1,109,731 1,127,745
End of year $12,154,985 $11,159,740 $10,050,009
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of Hutton/ConAm Realty
Investors 5, a California Limited Partnership, and Consolidated Ventures has
been incorporated by reference in this Form 10-K from the Annual Report to
Unitholders of Hutton/ConAm Realty Investors 5 for the year ended November 30,
1996. In connection with our audits of such financial statements, we have also
audited the related financial statement schedule listed in the index of this
Form 10-K.
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 required to be
included therein.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 14, 1997
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Nov-30-1996
<PERIOD-END> Nov-30-1996
<CASH> 2,121,544
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 29,593,299
<DEPRECIATION> (10,055,068)
<TOTAL-ASSETS> 22,052,694
<CURRENT-LIABILITIES> 898,544
<BONDS> 6,299,052
<COMMON> 0
0
0
<OTHER-SE> 14,855,098
<TOTAL-LIABILITY-AND-EQUITY> 22,052,694
<SALES> 4,695,358
<TOTAL-REVENUES> 4,798,168
<CGS> 0
<TOTAL-COSTS> 2,120,789
<OTHER-EXPENSES> 1,167,687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 492,660
<INCOME-PRETAX> 1,017,032
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,017,032
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<EXTRAORDINARY> 0
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<NET-INCOME> 1,017,032
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