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, 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
CONAM REALTY INVESTORS 5 L.P.
formerly known as
HUTTON/CONAM REALTY INVESTORS 5
Exact name of Registrant as specified in its charter
California 11-2712111
State or other jurisdiction of incorporation I.R.S. Employer Identification No.
Attention: Robert J. Svatos
1764 San Diego Avenue, San Diego California 92110-1906
Address of principal executive offices zip code
Registrant's telephone number, including area code: (619) 297-6771
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 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, 1997.
PART I
Item 1. Business
(a) General Description of Business and Objectives
This Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results could differ materially from those
projected in or contemplated by the forward-looking statements as a result
of a number of factors, including those identified herein.
ConAm Realty Investors 5 L.P., formerly known as Hutton/ConAm Realty
Investors 5, (the "Partnership") is a California limited partnership formed
on June 28, 1984. ConAm Property Services IV, Ltd. ("CPS IV"), a
California limited partnership, and RI 5 Real Estate Services, Inc., ("RI
5"), a Delaware corporation, were the original co-general partners of the
Partnership. On January 27, 1998, CPS IV acquired RI 5's co-general
partner interest in the Partnership, effective July 1, 1997, pursuant to a
Purchase and Sale Agreement between CPS IV and RI 5 dated August 29, 1997.
As a result, CPS IV now serves as the sole general partner (the "General
Partner") of the Partnership. In conjunction with this transaction, the
name of the Partnership was changed from Hutton/ConAm Realty Investors 5 to
ConAm Realty Investors 5 L.P.
The Partnership was organized to engage in the business of acquiring,
operating and holding for investment multifamily residential properties.
The Partnership originally invested in one residential apartment property
and two joint ventures, each of which owns a specified property. As
discussed below, one property was sold in December 1996. 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 Partnership's investment objectives and policies.
The Partnership'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.
Distribution of net cash from operations is the Partnership's objective
during its operational phase, while preservation and appreciation of
capital are the Partnership's longer-term objectives. The attainment of
the Partnership'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 Partnership's properties are
located, especially with regard to achievement of capital appreciation.
From time to time the Partnership 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 Partner intends to sell the remaining two
properties over the next few years. Proceeds from the sale, financing or
refinancing of properties will not be reinvested and may be distributed to
the Limited Partners and General Partner (sometimes referred to together
herein as the "Partners"), so that the Partnership will, in effect, be
self-liquidating. If deemed necessary, the Partnership may retain a
portion of the proceeds from any sale, financing or refinancing as capital
reserves. As partial payment for properties sold, the Partnership 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 Partnership utilized the proceeds of its public offering to
acquire three residential apartment complexes (collectively, the
"Properties") either directly or through investments in joint ventures, 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. On December 10, 1996, Canterbury Park was sold
to an unaffiliated buyer for $6,387,300. The General Partner intends to
sell the remaining two properties over the next few years.
The Partnership considers itself to be engaged in only one industry
segment, real estate investment.
Competition
The Partnership'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 Partnership'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 Partnership 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 Lakeview Village in Ponte Vedra Beach,
Florida reflect some seasonality, which is typical in that market. In some
cases, the Partnership may compete with other properties owned by
partnerships affiliated with the General Partner of the Partnership.
For information with respect to market conditions in the areas where the
Partnership's Properties are located, reference is made to the
Partnership's annual report to Unitholders for the fiscal year ended
November 30, 1997, which is filed as an exhibit under Item 14.
Employees
The Partnership has no employees. Services are provided by CPS IV, ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS IV, as
well as Service Data Corporation and First Data Investor Services Group,
both unaffiliated companies. The Partnership has entered into management
agreements pursuant to which ConAm Management provides property management
services with respect to the Properties. First Data Investor Services
Group had been retained by the Partnership to provide all accounting and
investor communication functions, while Service Data Corporation provides
transfer agent services. Effective December 1, 1997, the accounting
functions of the Partnership have been transferred to the firm of Brock,
Tibbetts and Snell, an unaffiliated company located in San Diego,
California. See Item 13, "Certain Relationships and Related Transactions,"
for a further description of the service and management agreements between
the Partnership and affiliated entities.
Item 2. Properties
For a description of the Partnership's Properties, a discussion of current
market conditions in 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, 1997, 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, included 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 Partnership 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, 1997, 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, 1997, the number of Unitholders of record was 2,602.
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
Partner on a quarterly basis, with distributions generally occurring
approximately 45 days after the end of each fiscal quarter. Such
distributions to the Limited Partners have been made from net operating
income with respect to the Partnership'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, 1997, which is filed as an exhibit under Item 14.
The level of future cash distributions will be evaluated on a quarterly
basis and will depend on the Partnership's operating results and future
cash needs.
Item 6. Selected Financial Data
Incorporated by reference to the Partnership's Annual Report to Unitholders
for the year ended November 30, 1997, 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, 1997, the Partnership had cash and cash equivalents of
$1,424,876, which were invested in unaffiliated money market funds,
compared with $2,121,544 at November 30, 1996. The decrease in cash and
cash equivalents reflects mortgage principal payments and cash
distributions to Partners exceeding cash provided by operating activities
during the fiscal year ended November 30, 1997. The Partnership also
maintains a restricted cash balance which totaled $224,210 at November 30,
1997, largely unchanged from $225,415 at November 30, 1996. The
Partnership expects sufficient cash to be generated from operations to meet
its current operating expenses.
Accounts payable and accrued expenses totaled $388,948 at November 30,
1997, compared to $309,475 at November 30, 1996. The increase is primarily
attributable to an increase in real estate taxes and state income tax
withholding resulting from the sale of Canterbury Park.
Distribution payable totaled $359,019 at November 30, 1997, compared to
$439,974 at November 30, 1996. The decrease is primarily attributable to
the sale of Canterbury Park in December 1996, which reduced the amount of
quarterly cash distributions from operations.
The sale of Canterbury Park is also the primary reason for the decrease in
the Partnership's security deposits and due to affiliates balances at
November 30, 1997, compared to the balances at November 30, 1996.
On December 10, 1996, 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 transaction resulted in a gain on sale of Canterbury Park of
$2,582,641, which was reflected in the Partnership's consolidated statement
of operations for the first quarter ended February 28, 1997. On January
24, 1997, the Partnership paid a special cash distribution from the sales
proceeds of $6,151,430 or $107 per Unit.
The Partnership continues to perform various improvements at the Properties
which include roof replacements at Lakeview Village. The majority of the
roof replacements were completed in the fourth quarter of 1997. The
approximate cost of replacing the roofs is $400,000 and has been or will be
funded from the Partnership's operating cash flow and cash reserves. The
Partnership will evaluate the need for additional improvement work at the
Properties on an ongoing basis.
The General Partner declared a regular cash distribution of $6.00 per Unit
for the quarter ended November 30, 1997 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.
The General Partner is continuing to evaluate the sale potential of the
remaining properties and other options with respect to the Partnership's
investments. One of these options includes refinancing certain loans
secured by the properties in order to return capital to the limited
partners on a tax-free basis and lock in favorable fixed interest rates.
This would also potentially enhance the marketability of the properties,
while enabling the Partnership to take advantage of possible future
property appreciation. The Partnership's ability to sell the properties is
dependent upon a variety of factors, many of which are not within the
Partnership's control. There can be no assurance that any specific
property or all the properties can be sold, that particular prices will be
achieved, or that the Properties can be sold within a specific time frame.
Results of Operations
1997 versus 1996
Partnership operations for the fiscal year ended November 30, 1997
generated net income of $2,687,490, compared with net income of $1,017,032
in fiscal 1996. The increase in net income is primarily attributable to a
$2,582,641 gain recognized on the sale of Canterbury Park. Excluding the
gain, the Partnership generated income from operations of $104,849. Net
cash provided by operating activities was $1,112,952 for the fiscal year
ended November 30, 1997 compared to $2,022,547 in fiscal 1996. The
decrease in cash provided by operating activities is primarily attributable
to the sale of Canterbury Park.
Rental income totaled $3,714,870 for the fiscal year ended November 30,
1997 compared with $4,695,358 in fiscal 1996. The decrease is primarily
attributable to the sale of Canterbury Park, and to a lesser extent, a
decline in rental income at Lakeview Village due to lower occupancy.
Property operating expenses totaled $2,123,570 for the fiscal year ended
November 30, 1997 compared with $2,120,789 in fiscal 1996. The increase is
primarily due to higher rental administrative expenses and parking lot
repairs at Lakeview Village. The increase is also attributable to higher
maintenance expenses and asphalt repairs at the Hamptons at Quail Hollow.
Depreciation and amortization declined from $1,027,524 for the fiscal year
ended November 30, 1996 to $879,851 in fiscal 1997. The decrease is
primarily due to the sale of Canterbury Park and to certain furniture,
fixtures and equipment becoming fully depreciated.
General and administrative expenses increased from $140,163 in fiscal 1996
to $167,485 in fiscal 1997. The increase is primarily attributable to an
increase in costs associated with Partnership accounting, tax and
administrative services. During the 1997 period, certain expenses incurred
by RI 5, its affiliates, and an unaffiliated third party service provider
in servicing the Partnership, which were voluntarily absorbed by affiliates
of RI 5 in prior periods, were reimbursable to RI 5 and its affiliates.
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 was 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 was primarily attributable to
increases in rental rates at each property.
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
was 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 was
primarily due to fully depreciated furniture, fixtures and equipment.
General and administrative expenses increased from $120,354 in fiscal 1995
to $140,163 in fiscal 1996. The increase was primarily attributable to
higher legal fees, audit fees and Partnership administrative expenses in
the 1996 period.
The average occupancy levels at each of the properties for the years ended
November 30, 1997, 1996 and 1995 were as follows:
Twelve Months Ended November 30,
Property 1997 1996 1995
The Hamptons at Quail Hollow 94% 96% 96%
Lakeview Village 88% 96% 95%
Canterbury Park _ 96% 97%
New Accounting Pronouncements
The Financial Accounting Standards Board also issued SFAS No. 129,
"Disclosure of Information about Capital Structure," SFAS No. 130,
"Reporting Comprehensive Income," and SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information." These statements,
which are effective for fiscal years beginning after December 15, 1997,
expand or modify disclosures and, accordingly, will have no impact on the
Partnership's reported financial position, results of operations or cash
flows.
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, 1997, which is filed as an exhibit
under Item 14. Supplementary Data is incorporated by reference to page F-1
this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Effective December 1, 1997, the Partnership advised Coopers & Lybrand
L.L.P. that it was changing accounting firms and engaged KPMG Peat Marwick
LLP.
Coopers & Lybrand L.L.P.'s report on the financial statements for the years
ended December 31, 1996 and December 31, 1995 contained no adverse opinion
or disclaimer of opinion and was not qualified as to uncertainty, audit
scope or accounting principles. There have been no disagreements with
Coopers & Lybrand L.L.P. on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope procedure.
The decision to change accountants was approved by CPS IV and RI 5, the
General Partners of the Partnership at that time.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no officers or directors. CPS IV, the General Partner
of the Partnership, manages and controls the affairs of the Partnership and
has general responsibility and authority in all matters affecting its
business.
ConAm Property Services IV, Ltd. ("CPS IV") is a California limited
partnership organized on August 30, 1982. The sole general partner of CPS
IV 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 and Director
Robert J. Svatos Vice President and Director
Ralph W. Tilley Vice President
J. Bradley Forrester Vice President
Daniel J. Epstein, 58, has been the President and a Director of ConAm
Development and a general partner of Continental American Properties, Ltd.
("ConAm"), an affiliate of ConAm Services, since their inception. He is
also Chairman and Chief Executive Officer of ConAm Management. 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, 47, 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, 39, 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, 41, 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 LLP, 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, 40, is the President of ConAm Management Corporation.
He is currently responsible for overseeing all aspects of the operations of
the firm. His primary focus is on new business related activities
including property acquisitions, property development and rehabilitation,
and the acquisition of other property management companies. 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 LLP 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.
Item 11. Executive Compensation
Neither the General Partner nor any of its directors or executive officers
received any compensation from the Partnership. See Item 13 below with
respect to a description of certain costs of the General Partner and RI 5
reimbursed by the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of November 30, 1997, no person was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership.
Neither the General Partner nor any of its directors or executive officers
owns any Units.
Item 13. Certain Relationships and Related Transactions
RI 5 and CPS IV received a total of $28,158 as the General Partners'
allocable share of Net Cash from Operations with respect to the fiscal year
ended November 30, 1997. Pursuant to the Certificate and Agreement of
Limited Partnership of the Partnership, for the fiscal year ended November
30, 1997, $36,399 of the Partnership's net income was allocated to CPS IV
and RI 5. 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 Note 3 to the Consolidated Financial
Statements, included in the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1997, which is filed as an exhibit under
Item 14. Effective July 1, 1997, all General Partner allocations will be
made solely to CPS IV.
The Partnership has entered into property management agreements 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, 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, strategic asset management and related
services. For such services, ConAm Management is entitled to receive a
management fee equal to 5% of gross revenues. A summary of property
management fees earned by ConAm Management during the past three fiscal
years is incorporated by reference to Note 7 to the Consolidated Financial
Statements, included in the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1997, which is filed as an exhibit under
Item 14.
Pursuant to Section 12(g) of the Partnership's Certificate and Agreement of
Limited Partnership, the General Partner may be reimbursed by the
Partnership for certain of its costs. A summary of amounts paid to the
General Partners or their affiliates during the past three fiscal years is
incorporated by reference to Note 7 to the Consolidated Financial
Statements, included in the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1997, 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, 1997 and 1996 (1)
Consolidated Statements of Operations - For the years
ended November 30, 1997, 1996 and 1995 (1)
Consolidated Statements of Partners' Capital - For the
years ended November 30, 1997, 1996 and 1995 (1)
Consolidated Statements of Cash Flows - For the years
ended November 30, 1997, 1996 and 1995 (1)
Notes to the Consolidated Financial Statements (1)
Independent Auditors' Report (1)
Report of Former Independent Accountants (1)
(a)(2) Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation (F-1)
Independent Auditors' Report (F-2)
Report of Former Independent Accountants (F-3)
(1) Incorporated by reference to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1997, 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 ConAm 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, 1997.
(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 1, 1997, the Partnership filed a Form 8-K reporting
the change in Registrant's Certifying Accountants.
On February 3, 1998, the Partnership filed a Form 8-K disclosing
the sale of RI 5's co-General Partner interest in the
Partnership to CPS IV.
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, 1998
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.
CONAM PROPERTY SERVICES IV, LTD.
A General Partner
By: Continental American Development, Inc.
General Partner
Date: February 28, 1998
BY: /s/ Daniel J. Epstein
Daniel J. Epstein
Director and President
Date: February 28, 1998
BY: /s/ Scott Dupree
Scott Dupree
Vice President and Director
Date: February 28, 1998
BY: /s/ Robert J. Svatos
Robert J. Svatos
Vice President and Director
Date: February 28, 1998
BY: /s/ Ralph W. Tilley
Ralph W. Tilley
Vice President
Date: February 28, 1998
BY: /s/ J. Bradley Forrester
J. Bradley Forrester
Vice President
Exhibit 13
ConAm Realty Investors 5 L.P.
1997 Annual Report
ConAm Realty Investors 5 L.P. is a California limited
partnership formed in 1985 to acquire, operate and hold
for investment multifamily residential properties. The
Partnership's portfolio currently consists of two
apartment properties located in Florida and North
Carolina. Provided below is a comparison of average
occupancy levels at the properties for the years ended
November 30, 1997 and 1996.
Average Occupancy
Property Location 1997 1996
Lakeview Village Ponte Vedra Beach, Florida 88% 96%
The Hamptons at
Quail Hollow Charlotte, North Carolina 94% 96%
Contents
1 Message to Investors
3 Financial Highlights
4 Consolidated Financial Statements
7 Notes to the Consolidated
Financial Statements
12 Independent Auditors' Report and
Report of Former 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 1997 Annual Report for ConAm
Realty Investors 5 L.P. (the "Partnership"). Included in this
report is an overview of general market conditions affecting the
Partnership's remaining two properties, an update of operations
at each of the properties and financial highlights for the year
ended November 30, 1997.
This annual report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and
Securities Exchange Act of 1934. Actual results could differ
materially from those projected in or contemplated by the forward-
looking statements as a result of a number of factors, including
those identified herein.
Cash Distributions
The Partnership paid quarterly cash distributions totaling $24.00
per Unit for the year ended November 30, 1997, including the
fourth quarter distribution of $6.00 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 $367.36 per original $500 Unit, including $107 per Unit
in return of capital. The level of cash distributions will be
evaluated on a quarterly basis and will depend on the
Partnership's operating results and future cash needs.
Operations Overview
In 1997, operations at the Partnership's properties continued to
be impacted to varying degrees by strong competition for tenants
in the markets where the two properties are located. Although
population and job growth escalated in both areas, the addition
of several newly constructed complexes to both markets limited
rental rate increases and caused overall vacancy rates to rise.
As a result of new apartment construction in the Jacksonville
area, several large apartment properties have begun to offer
rental concessions to attract tenants. This competition, as well
as the effects of extensive roof replacements at Lakeview
Village, contributed to a decline in average occupancy at
Lakeview Village to 88% in fiscal 1997, from 96% in fiscal 1996.
In the Charlotte market, strong economic growth helped offset the
effects of new construction. Average occupancy at The Hamptons
at Quail Hollow declined only slightly to 94% in fiscal 1997 from
96% in fiscal 1996, and rental income increased for the year. It
is expected that both markets will remain extremely competitive
in the coming months, until a slowdown in new construction allows
for the absorption of this new supply.
Several interior and exterior repairs were performed at each
property during 1997, including parking lot repairs at Lakeview
Village, asphalt repairs at The Hamptons at Quail Hollow and
other routine upgrades. In addition, ongoing roof replacements at
Lakeview Village were substantially completed in the fourth
quarter of 1997. The General Partner continues to evaluate the
need for capital improvements to increase the appeal of the
properties and position them for an eventual sale.
The General Partner is continuing to evaluate the sale potential
of the remaining properties and other options with respect to the
Partnership's investments. One of these options includes
refinancing certain loans secured by the Properties in order to
return capital to the limited partners on a tax-free basis and
lock in favorable fixed interest rates. This would also
potentially enhance the future marketability of the Properties,
while enabling the Partnership to take advantage of possible
future property appreciation. The Partnership's ability to sell
the Properties is dependent upon a variety of factors, many of
which are not within the Partnership's control. There can be no
assurance that any specific property or all the properties can be
sold, that particular prices will be achieved, or that the
Properties can be sold within a specific 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
southeast of Jacksonville. The property reported an average
occupancy level of 88% in fiscal 1997, down from 96% in 1996.
Strong economic growth in the Jacksonville area has led to an
increase in new multifamily construction, with construction
permits issued for approximately 3,831 new apartment units
throughout the year. Continued construction at this pace could
further soften the market, as population and job growth may not
keep pace with the number of new apartment units entering the
market. Property improvements for the year included extensive
roof replacements, which temporarily affected the property's
occupancy level, asphalt repairs, carpet replacement and other
improvements to retain the property's competitive position.
The Hamptons at Quail Hollow
The Hamptons at Quail Hollow is a 232-unit apartment community
located in southeastern Charlotte, North Carolina. The
property's average occupancy declined slightly to 94% in 1997,
from 96% in fiscal 1996, and rental income increased marginally
from the prior year. The general strength of the Charlotte
market has prompted a surge in new construction over the last two
years. As a result, competition for tenants is intensifying, and
has induced some large apartment properties to offer rental
concessions to increase occupancy rates. While new construction
could impact the rate of rental activity in the short term,
continued job and population growth should keep this market from
becoming significantly overbuilt. Property improvements
performed in 1997 included asphalt repairs and exterior painting.
Summary
We will continue to monitor market conditions to determine the
opportune time to sell the Properties, and are also evaluating a
potential refinance of the Partnership's mortgage obligations.
In the interim, we intend to maximize the performance of the
properties and further improve their appearance and condition.
We will keep you apprised of significant developments affecting
your investment in future reports.
Very truly yours,
/s/ Daniel J. Epstein
Daniel J. Epstein
President
Continental American Development, Inc.
General Partner of ConAm Property Services IV, Ltd.
February 28, 1998
Financial Highlights
Selected Financial Data
For the yearss ended November 30, 1997 1996 1995 1994 1993
Dollars in thousands,
except for per unit data
Total Income $ 3,845 $ 4,798 $ 4,583 $ 4,337 $ 4,201
Income from Operations 105 1,017 759 623 382
Net Income 2,687 1,017 759 623 382
Net Cash Provided by
Operating Activities 1,113 2,023 1,903 1,799 1,316
Long-term Obligations 6,185 6,299 6,405 6,502 6,593
Total Assets at Year End 17,021 22,053 22,912 23,946 26,007
Income from Operations per
Limited Partnership Unit* 1.19 17.21 12.77 10.46 6.33
Net Income per
Limited Partnership Unit* 46.11 17.21 12.77 10.46 6.33
Distributions per
Limited Partnership Unit* 131.00 30.00 30.00 26.00 25.00
* 57,490 Units outstanding
Cash Distributions
Per Limited Partnership Unit
Through November 30, 1997 1997 1996
Special Distributions* $107.00 $ _
First Quarter 6.00 7.50
Second Quarter 6.00 7.50
Third Quarter 6.00 7.50
Fourth Quarter 6.00 7.50
Total $131.00 $30.00
* 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.
Quarterly cash distributions were reduced in 1997 due to the decrease
in net cash provided by operating activities, primarily due to the
sale of Canterbury Park.
Consolidated Balance Sheets
At November 30, At November 30,
1997 1996
Assets
Investments in real estate:
Land $ 3,780,687 $ 3,780,687
Buildings and improvements 22,271,530 22,125,028
26,052,217 25,905,715
Less accumulated depreciation (10,808,639) (10,055,068)
15,243,578 15,850,647
Property held for disposition _ 3,687,584
Cash and cash equivalents 1,424,876 2,121,544
Restricted cash 224,210 225,415
Other assets, net of
accumulated amortization of $131,808
in 1997 and $99,528 in 1996 128,814 167,504
Total Assets $17,021,478 $22,052,694
Liabilities and Partners' Capital
Liabilities:
Mortgage payable $ 6,185,012 $ 6,299,052
Distribution payable 359,019 439,974
Accounts payable and accrued expenses 388,948 309,475
Due to general partners and affiliates 15,811 19,613
Security deposits 89,448 129,482
Total Liabilities 7,038,238 7,197,596
Partners' Capital:
General Partners 190,878 182,637
Limited Partners (57,490 units
outstanding) 9,792,362 14,672,461
Total Partners' Capital 9,983,240 14,855,098
Total Liabilities and Partners' Capital $17,021,478 $22,052,694
Consolidated Statements of Operations
For the years ended November 30, 1997 1996 1995
Income
Rental $3,714,870 $4,695,358 $4,471,922
Interest 130,067 102,810 111,447
Total Income 3,844,937 4,798,168 4,583,369
Expenses
Property operating 2,123,570 2,120,789 2,061,086
Depreciation and amortization 879,851 1,027,524 1,142,011
Interest 484,182 492,660 500,508
General and administrative 167,485 140,163 120,354
Write-off of assets 85,000 _ _
Total Expenses 3,740,088 3,781,136 3,823,959
Income from operations 104,849 1,017,032 759,410
Gain on sale of property 2,582,641 _ _
Net Income $2,687,490 $1,017,032 $ 759,410
Net Income Allocated:
To the General Partners $ 36,399 $ 27,769 $ 25,193
To the Limited Partners 2,651,091 989,263 734,217
$2,687,490 $1,017,032 $ 759,410
Per limited partnership unit
(57,490 Units outstanding):
Income from operations $ 1.19 $17.21 $12.77
Gain on sale of property 44.92 _ _
Net Income $46.11 $17.21 $12.77
Consolidated Statements of Partners' Capital
For the years ended November 30, 1997, 1996 and 1995
General Limited
Partners Partners Total
Balance at November 30, 1994 $ 200,071 $16,398,381 $16,598,452
Net income 25,193 734,217 759,410
Distributions ($30.00 per Unit) (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
Distributions ($30.00 per Unit) (35,198) (1,724,700) (1,759,898)
Balance at November 30, 1996 182,637 14,672,461 14,855,098
Net income 36,399 2,651,091 2,687,490
Distributions ($131.00 per Unit) (28,158) (7,531,190) (7,559,348)
Balance at November 30, 1997 $ 190,878 $ 9,792,362 $ 9,983,240
Consolidated Statements of Cash Flows
For the years ended November 30, 1997 1996 1995
Cash Flows From Operating Activities:
Net Income $ 2,687,490 $ 1,017,032 $ 759,410
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 879,851 1,027,524 1,142,011
Write-off of assets 85,000 _ _
Gain on sale of property (2,582,641) _ _
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Fundings to restricted cash (180,710) (169,425) (163,568)
Release of restricted cash 181,915 163,446 167,460
Other assets 6,410 (4,968) (8,577)
Accounts payable and accrued expenses 79,473 (5,063) 197
Due to general partners and affiliates (3,802) 764 762
Security deposits (40,034) (6,763) 5,056
Net cash provided by operating
activities 1,112,952 2,022,547 1,902,751
Cash Flows From Investing Activities:
Net proceeds from sale of property 6,270,225 _ _
Additions to real estate (325,502) (288,766) (69,977)
Net cash provided by (used for)
investing activities 5,944,723 (288,766) (69,977)
Cash Flows From Financing Activities:
Distributions (7,640,303) (1,759,898) (1,701,235)
Mortgage principal payments (114,040) (105,560) (97,713)
Net cash used for financing activities (7,754,343) (1,865,458) (1,798,948)
Net increase (decrease) in cash
and cash equivalents (696,668) (131,677) 33,826
Cash and cash equivalents, beginning
of period 2,121,544 2,253,221 2,219,395
Cash and cash equivalents, end
of period $1,424,876 $2,121,544 $ 2,253,221
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 484,182 $ 492,660 $ 500,508
Supplemental Disclosure of Non-cash Investing Activities:
Write-off of buildings & improvements $ (179,000) $ _ $ _
Write-off of accumulated depreciation $ 94,000 $ _ $ _
Notes to the Consolidated Financial Statements
November 30, 1997, 1996 and 1995
1. Organization
ConAm Realty Investors 5 L.P., formerly 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 multi-family residential real
estate. The original General Partners of the Partnership were RI
5 Real Estate Services, Inc. ("RI 5"), an affiliate of Lehman
Brothers Inc., and ConAm Property Services IV, Ltd. ("CPS IV"),
an affiliate of Continental American Properties, Ltd (the
"General Partners"). On January 27, 1998, CPS IV acquired RI 5's
co-general partner interest in the Partnership pursuant to a
purchase agreement between CPS IV and RI 5 dated August 29, 1997.
As a result, CPS IV now serves as the sole general partner of the
Partnership. The Partnership will continue until December 31,
2010 unless sooner terminated pursuant to the terms of the
Partnership Agreement.
2. Significant Accounting Policies and Practices
Financial Statements - The consolidated financial statements are
prepared on the accrual basis of accounting and include the
accounts of the Partnership and its affiliated ventures when the
Partnership has a controlling interest in the ventures. The
effect of transactions between the Partnership and its ventures
have been eliminated in consolidation.
Investments in Real Estate - Investments in real estate are
recorded at cost less accumulated depreciation and include the
initial purchase price of the property, legal fees, acquisition
and closing costs.
Revenue is recognized when earned and expenses (including
depreciation) are recognized when incurred in accordance with
generally accepted accounting principles. Leases are generally
for terms of one year or less.
Depreciation is computed using the straight-line method based
costs incurred for upon the estimated useful lives (25 years) of
the properties. Maintenance and repairs are charged to
operations as incurred. Costs incurred for 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.
Impairment of Long-Lived Assets - 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"), requires the Partnership to assess its real estate
investments for impairment whenever events or changes in
circumstances indicate that the carrying amount of the real
estate may not be recoverable. Recoverability of real estate to
be held and used is measured by a comparison of the carrying
amount of the real estate to future net cash flows (undiscounted
and without interest) expected to be generated by the real
estate. If the real estate is considered to be impaired, the
impairment to be recognized is measured by the amount by which
the carrying amount of the real estate exceeds the fair value of
the real estate.
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 on a method which approximates the effective-
interest method.
Income Taxes - No provision for income taxes has been made in the
financial statements as the liability for such taxes is that of
the partners rather than the Partnership.
Cash and Cash Equivalents - Cash and cash equivalents consist of
highly liquid, short-term investments with original maturities
of three months or less.
Concentration of Credit Risk - Financial instruments which
potentially subject the Partnership to a concentration of credit
risk principally consist of cash and cash equivalents and
restricted cash in excess of the financial institutions'
federally insured limits. The Partnership invests its available
cash and cash equivalents, and restricted cash with high credit
quality, federally insured financial institutions.
Restricted Cash - Restricted cash consists of escrow deposits for
real estate taxes and casualty insurance as required by the first
mortgage lender on the Lakeview Village property.
Use of Estimates - Management of the Partnership has made a number
of estimates and assumptions relating to the reporting of assets
and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period to prepare these financial statements in conformity with
generally accepted accounting principles. Actual results could
differ from those estimates.
3. The Partnership Agreement
The Partnership Agreement provides that net cash from operations,
as defined, is to 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 is to 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 is to be distributed 90% to the limited partners and
10% to the General Partners.
Net loss and all depreciation is to be allocated 99% to the
limited partners and 1% to the General Partners.
Net income is to 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 is to 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 is to
be allocated (1) first, 100% to the General Partners, pro
rata, in an amount equal to the excess, if any, of the
General Partners' deficit, 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 and 1995, net income before
depreciation exceeded net cash from operations distributable to
the partners by $252,378, and $109,243 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. For the year ended November 30, 1997, net
income before depreciation did not exceed the amount of net cash
from operations distributable to the partners.
Net proceeds from sales or refinancing is to 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, is to 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, non-compounded 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.
Effective July 1, 1997, all General Partner allocations are to be
made solely to CPS IV.
4. Investments in Real Estate
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
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 transaction resulted in a gain on sale
of Canterbury Park of $2,582,641, which is reflected in the
Partnership's consolidated statements of operations for the year
ended November 30, 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.
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 is to 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 is to be
distributed 80% to the Partnership and 20% to the co-
venturer.
b. Net income of the joint venture is to be allocated to the
Partnership and the co-venturer basically in accordance with
the distribution of net cash from operations. All losses
and depreciation are to 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 are
to 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 are to 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 is to be
distributed 100% to the Partnership until it has received
its annual, noncumulative preferred return, of $650,000.
Any remaining balance is to be distributed 99% to the
Partnership and 1% to the corporate General Partners.
b. Net income of Lakeview Village is to 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 are to 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 is to 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
is then to be allocated 99% to the Partnership and 1% to the
corporate General Partners. Net proceeds from a sale or
refinancing are to 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 October 27, 1993, the 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. The loan matures on October 27, 2000, upon
which time a balloon payment of $5,797,356 and any accrued
interest are due.
Annual maturities of mortgage note principal over the next five
years are as follows:
Year Amount
1998 $ 123,197
1999 133,091
2000 5,928,724
$6,185,012
6. Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments," requires that the
fair values be disclosed for the Partnership's financial
instruments. The carrying amount of cash and cash equivalents,
distribution payable, accounts payable and accrued expenses, due
to general partner and affiliates, and security deposits are
reasonable estimates of their fair values due to the short-term
nature of those instruments.
The carrying amount of the mortgage payable is a reasonable
estimate of fair value based on management's belief that the
interest rates and terms of the debt are comparable to those
commercially available to the Partnership in the marketplace for
similar instruments.
7. 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, 1997, 1996 and 1995, and the unpaid portion at
November 30, 1997:
Earned and
Unpaid at
November 30, Earned
1997 1997 1996 1995
RI5 Real Estate Services,
Inc. and affiliates:
Out-of-pocket expenses $ _ $ 2,393 $ 1,462 $ 2,319
ConAm and affiliates:
Property operating salaries _ 366,685 342,575 336,666
Property management fees 15,811 187,757 234,958 223,720
Total $ 15,811 $556,835 $ 578,995 $ 562,705
8. 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, 1997, 1996 and 1995:
1997 1996 1995
Net income per financial statements $ 2,687,490 $1,017,032 $ 759,410
Depreciation deducted for tax purposes
in excess of depreciation expense per
financial statements (7,153) (63,543) (3,589)
Capital improvement costs capitalized
for tax purposes not recorded per
financial statements 204,932 _ _
Tax basis joint venture net income in
excess of GAAP basis joint venture
net income/(loss) (84,482) (54,848) 8,238
Gain on sale of property for tax
purposes in excess of gain per
financial statements 894,357 _ _
Other 22 6,434 1,656
Taxable net income (unaudited) $ 3,695,166 $ 905,075 $ 765,715
The following is a reconciliation of partners' capital for
financial statement purposes to partners' capital for federal
income tax purposes as of November 30, 1997, 1996 and 1995:
1997 1996 1995
Partners' capital per financial
statements $ 9,983,240 $14,855,098 $15,597,964
Adjustment for cumulative difference
between tax basis net income and net
income per financial statements 52,555 (955,121) (843,162)
Partners' capital per income tax
return (unaudited) $10,035,795 $13,899,977 $14,754,802
At November 30, 1997, the tax basis of the Partnership's assets
was $18,696,093 and tax basis of the Partnership's liabilities
was $8,660,298.
9. 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
1997 $439,974 $7,559,348 $7,640,303 $359,019
1996 439,974 1,759,898 1,759,898 439,974
1995 381,311 1,759,898 1,701,235 439,974
Independent Auditors' Report
The General Partner
ConAm Realty Investors 5 L.P.:
We have audited the accompanying consolidated balance sheet of
ConAm Realty Investors 5 L.P. (a California limited partnership)
(formerly Hutton/ConAm Realty Investors 5) and consolidated
ventures (the "Partnership"), as of November 30, 1997, and the
related consolidated statements of operations, partners'
capital (deficit), and cash flows for the year then ended. 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
audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the 1997 consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of ConAm Realty Investors 5 L.P. and
consolidated ventures as of November 30, 1997, and the results of
their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
San Diego, California
February 5, 1998
Report of Former Independent Accountants
To the Partners of
ConAm Realty Investors 5 L.P.:
We have audited the consolidated balance sheet of ConAm Realty
Investors 5 L.P. (formerly Hutton/ConAm Realty Investors 5), a
California limited partnership, and Consolidated Ventures as of
November 30, 1996 and the related consolidated statements of
operations, partners' capital (deficit) and cash flows for each
of the two 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 ConAm Realty Investors 5 L.P., 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 two 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 Unit at November 30, 1997
(Unaudited)
Acquisition Cost
(Purchase Price Partnership's
Plus General Share of
Partners' November 30,
Acquisition 1997 Appraised
Property Date of Acquisition Fees) Value (1)
Lakeview Village
at Ponte Vedra Lakes 08-22-85 $12,805,899 $11,700,000(1)
The Hamptons at
Quail Hollow 05-30-86 12,208,679 14,200,000(1)
$25,014,578 $25,900,000
Cash and cash equivalents
(including restricted cash) 1,649,086
Other assets 34,665
27,583,751
Less:
Total liabilities (7,038,238)
Partnership Net Asset Value (2) $20,545,513
Net Asset Value Allocated:
Limited Partners 20,528,902
General Partner 16,611
$20,545,513
Net Asset Value Per Unit
(57,490 Units outstanding) $357.09
(1) This represents the Partnership's share of the November 30,
1997 Appraised Values which were determined by an independent
property appraisal firm.
(2) The Partnership Net Asset Value assumes a hypothetical sale
at November 30, 1997 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, 1997
Consolidated Ventures
Lakeview
Village The
Residential Property: Apartments Hamptons Total
Location Ponte Vedra Charlotte, na
Beach, FL NC
Construction date 1984-1985 1985-1986 na
Acquisition date 08-22-85 05-30-86 na
Life on which depreciation
in latest income statements is
computed 25 years 25 years na
Encumbrances $ 6,185,012 $ _ $ 6,185,012
Initial cost to Partnership:
Land $ 1,543,406 $ 2,208,781 $ 3,752,187
Buildings and improvements $11,321,843 $ 10,085,246 $21,407,089
Costs capitalized subsequent
to acquisition:
Land, buildings
and improvements $ 908,988 $ 162,953 $ 1,071,941
Write off of buildings and
improvements $ (179,000) $ _ $ (179,000)
Gross amount at which
carried at close of period: (1)
Land $ 1,571,906 $ 2,208,781 $ 3,780,687
Buildings and improvements 12,023,331 10,248,199 22,271,530
$13,595,237 $ 12,456,980 $26,052,217
Accumulated depreciation (2) $ 5,854,754 $ 4,953,885 $10,808,639
(1) Aggregate cost for Federal income tax purposes is $26,436,149.
(2) The amount of accumulated depreciation for Federal income tax
purposes is $15,028,881.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended
November 30, 1997, 1996, and 1995 follows:
1997 1996 1995
Investments in real estate:
Beginning of period $31,693,216 $31,404,450 $31,334,473
Additions 325,502 288,766 69,977
Dispositions and disposals (5,966,501) _ _
End of period $26,052,217 $31,693,216 $31,404,450
Accumulated depreciation:
Beginning of period $12,154,985 $11,159,740 $10,050,009
Depreciation expense 847,571 995,245 1,109,731
Dispositions and disposals (2,193,917) _ _
End of period $10,808,639 $12,154,985 $11,159,740
Independent Auditors' Report
The General Partner
ConAm Realty Investors 5 L.P.:
Under date of February 5, 1998, we reported on the
consolidated balance sheet of ConAm Realty Investors 5 L.P. (a
California limited partnership) (formerly Hutton/ConAm Realty
Investors 5) and consolidated ventures (the "Partnership") as
of November 30, 1997, and the related consolidated statements
of operations, partnersO capital (deficit), and cash flows for
the year then ended, as contained in the 1997 annual report to
Unitholders. These consolidated financial statements and our
report thereon are incorporated by reference in the 1997
annual report on Form 10-K. In connection with our audit of
the aforementioned consolidated financial statements, we also
have audited the related consolidated financial statement
schedule. This consolidated financial statement schedule is
the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this consolidated
financial statement schedule based on our audit.
In our opinion, the consolidated financial statement schedule,
when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
KPMG Peat Marwick LLP
San Diego, California
February 5, 1998
Report of Former Independent Accountants
Our report on the consolidated financial statements of ConAm
Realty Investors 5 L.P. (formerly 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 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
</TEXT
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<PERIOD-END> NOV-30-1997
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