UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended May 31, 1997
or
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-014341
HUTTON/CONAM REALTY INVESTORS 5
Exact Name of Registrant as Specified in its Charter
California 11-2712111
State or Other Jurisdiction I.R.S. Employer
of Incorporation or Organization Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
CONSOLIDATED BALANCE SHEETS At May 31, At November 30,
1997 1996
Assets
Investments in real estate:
Land $ 3,780,687 $ 3,780,687
Buildings and improvements 22,125,028 22,125,028
25,905,715 25,905,715
Less accumulated depreciation (10,476,730) (10,055,068)
15,428,985 15,850,647
Property held for disposition --- 3,687,584
Cash and cash equivalents 1,967,153 2,121,544
Restricted cash 310,626 225,415
Other assets, net of accumulated amortization
of $115,668 in 1997 and $99,528 in 1996 145,193 167,504
Total Assets $17,851,957 $22,052,694
Liabilities and Partners' Capital
Liabilities:
Mortgage payable $ 6,243,134 $ 6,299,052
Distribution payable 351,980 439,974
Accounts payable and accrued expenses 430,292 309,475
Due to general partners and affiliates 14,692 19,613
Security deposits 97,755 129,482
Total Liabilities 7,137,853 7,197,596
Partners' Capital:
General Partners 175,410 182,637
Limited Partners (57,490 units outstanding) 10,538,694 14,672,461
Total Partners' Capital 10,714,104 14,855,098
Total Liabilities and Partners' Capital $17,851,957 $22,052,694
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
For the six months ended May 31, 1997
General Limited
Partners Partners Total
Balance at November 30, 1996 $ 182,637 $14,672,461 $14,855,098
Net income 6,852 2,707,543 2,714,395
Cash distributions (14,079) (6,841,310) (6,855,389)
Balance at May 31, 1997 $ 175,410 $10,538,694 $10,714,104
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months Six months
ended May 31, ended May 31,
1997 1996 1997 1996
Income
Rental $ 884,396 $ 1,166,105 $ 1,836,941 $ 2,333,638
Interest and other 21,841 23,707 83,683 50,162
Total Income 906,237 1,189,812 1,920,624 2,383,800
Expenses
Property operating 489,193 510,907 1,014,697 1,061,465
Depreciation and
amortization 218,901 271,277 437,802 545,132
Interest 121,326 123,424 243,192 247,349
General and administrative 53,078 32,274 93,179 67,388
Total Expenses 882,498 937,882 1,788,870 1,921,334
Income from operations 23,739 251,930 131,754 462,466
Gain on sale of property --- --- 2,582,641 ---
Net Income $ 23,739 $ 251,930 $ 2,714,395 $ 462,466
Net Income Allocated:
To the General Partners $ 2,583 $ 6,918 $ 6,852 $ 13,423
To the Limited Partners 21,156 245,012 2,707,543 449,043
$ 23,739 $ 251,930 $ 2,714,395 $ 462,466
Per limited partnership unit
(57,490 outstanding)
Income from operations $.37 $4.26 $ 2.18 $ 7.81
Gain on sale of property --- --- 44.92 ---
$.37 $ 4.26 $ 47.10 $ 7.81
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended May 31, 1997 1996
Cash Flows From Operating Activities:
Net income $ 2,714,395 $ 462,466
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 437,802 545,132
Gain on sale of property (2,582,641) ---
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Fundings to restricted cash (85,211) (85,073)
Other assets 6,171 8,268
Accounts payable and accrued expenses 120,817 (28,687)
Due to general partners and affiliates (4,921) 1,121
Security deposits (31,727) 3,750
Net cash provided by operating activities 574,685 906,977
Cash Flows From Investing Activities:
Net proceeds from sale of property 6,270,225 ---
Additions to real estate --- (288,766)
Net cash provided by (used for) investing activities 6,270,225 (288,766)
Cash Flows From Financing Activities:
Distributions (6,943,383) (879,948)
Mortgage principal payments (55,918) (51,761)
Net cash used for financing activities (6,999,301) (931,709)
Net decrease in cash and cash equivalents (154,391) (313,498)
Cash and cash equivalents, beginning of period 2,121,544 2,253,221
Cash and cash equivalents, end of period $ 1,967,153 $ 1,939,723
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 243,192 $ 247,349
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1996 audited consolidated financial
statements within Form 10-K.
The unaudited interim consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of May 31, 1997 and the
results of operations for the three and six months ended May 31, 1997 and 1996
and the consolidated statements of cash flows and partners' capital for the six
months ended May 31, 1997. Results of operations for the periods are not
necessarily indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
The following significant event has occurred subsequent to fiscal year 1996,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5):
Sale of Property
On December 10, 1996, the Partnership closed on the sale of Canterbury Park
Apartments ("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 $2,582,641, which
is reflected in the Partnership's consolidated statements of operations for the
six months ended May 31, 1997.
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.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At May 31, 1997, the Partnership had cash and cash equivalents of $1,967,153
which were invested in unaffiliated money market funds, compared with
$2,121,544 at November 30, 1996. The decrease reflects mortgage principal
payments and cash distributions to Partners exceeding proceeds from the sale of
Canterbury Park (discussed below) and cash provided by operating activities
during the first half of fiscal 1997.
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 $2,582,641, which is reflected in the Partnership's
consolidated statement of operations in the first six months of the 1997 fiscal
year. On January 24, 1997, the General Partners paid a special distribution of
$6,151,430, or $107.00 per unit, representing the net proceeds from the sale of
Canterbury Park, to the Limited Partners.
The Partnership's restricted cash balance totaled $310,626 at May 31, 1997,
compared to $225,415 at November 30, 1996. The increase is primary
attributable to contributions made to an escrow account for the purpose of
funding real estate taxes as required under the terms of the Lakeview Village
mortgage.
Accounts payable and accrued expenses totaled $430,292 at May 31, 1997,
compared to $309,475 at November 30, 1996. The increase is primarily
attributable to North Carolina state withholding tax requirements relating to
the special distribution paid to the Limited Partners from the sale proceeds of
Canterbury Park.
The sale of Canterbury Park is also the primary reason for the decrease in the
Partnership's security deposits and due to general partners and affiliates
balances at May 31, 1997, compared to the amount of such balances at November
30, 1996. Due to general partners and affiliates represents property
management fees owed by the Partnership.
The General Partners declared a regular cash distribution of $6 per Unit for
the quarter ended May 31, 1997 which will be paid to investors on or about July
15, 1997. The General Partners will determine the amount of future quarterly
distributions based on the Partnership's available cash flow and future cash
needs. A portion of the 1997 second quarter cash distribution was funded from
the Partnership's cash reserves as a result of capital expenditures required at
the Partnership's properties.
Results of Operations
Partnership operations for the three and six months ended May 31, 1997
generated net income of $23,739 and $2,714,395, respectively, compared with net
income of $251,930 and $462,466, respectively, for the corresponding periods in
fiscal 1996. The increase in the first half of 1997 was primarily attributable
to the gain on sale of Canterbury Park. Income from operations for the three
and six months ended May 31, 1997 was $23,739 and $131,754, respectively,
compared with $251,930 and $462,466, respectively, for the corresponding
periods in fiscal 1996. The decrease is primarily due to the sale of
Canterbury Park and the corresponding reduction in rental income, and, to a
lesser extent, a decline in occupancy at Lakeview Village, resulting in
decreased rental income at the property.
Rental income totaled $884,396 and $1,836,941, respectively, for the three and
six months ended May 31, 1997 compared with $1,166,105 and $2,333,638,
respectively, for the corresponding periods in fiscal 1996, down primarily as a
result of the sale of Canterbury Park on December 10, 1996, and a decline in
occupancy at Lakeview Village.
Interest and other income totaled $21,841 and $83,683, respectively, for the
three and six months ended May 31, 1997 compared with $23,707 and $50,162,
respectively, for the corresponding periods in fiscal 1996. The increase in
the first half of 1997 is primarily due to an increase in the Partnership's
average cash balance due to the sale of Canterbury Park.
Property operating expenses for the three and six months ended May 31, 1997
totaled $489,193 and $1,014,697, respectively, compared with $510,907 and
$1,061,465, respectively, for the corresponding periods in fiscal 1996. The
decrease for both periods is attributable to the sale of Canterbury Park, and
to a decrease in repairs and maintenance expense at The Hamptons at Quail
Hollow, partially offset by an increase in repairs and maintenance at Lakeview
Village primarily as a result of parking lot and roof repairs. The sale of
Canterbury Park is also the primary reason for the decrease in depreciation and
amortization expense for the three and six months ended May 31, 1997, which
totaled $218,901 and $437,802, respectively, compared to $271,277 and $545,132,
respectively, for the corresponding periods in fiscal 1996.
General and administrative expenses for the three and six months ended May 31,
1997 were $53,078 and $93,179, respectively, compared to $32,274 and $67,388,
respectively, for the same periods in 1996. During the 1997 periods, certain
expenses incurred by an unaffiliated third party service provider in servicing
the Partnership, which were voluntarily absorbed by affiliates of RI 5 Real
Estate Services Inc. in prior periods, were reimbursed to RI 5 Real Estate
Services Inc. and its affiliates.
During the first six months of fiscal 1997 and 1996, average occupancy levels
at the Partnership's properties were as follows:
Property 1997 1996
The Hamptons at Quail Hollow 92% 95%
Lakeview Village 87% 97%
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K -
No reports on Form 8-K were filed during the quarter ended
May 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HUTTON/CONAM REALTY INVESTORS 5
BY: RI 5 Real Estate Services Inc.
General Partner
Date: July 15, 1997 BY: /s/ Paul L. Abbott
Paul L. Abbott
Director, President, Chief
Executive Officer and
Chief Financial Officer
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