<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 0-18735
--------------------
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-3058134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 Franklin Street
Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 261-9000
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 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of 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]
No voting stock is held by nonaffiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
None
1
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PART I
Item 1. Business.
Copley Realty Income Partners 4; A Limited Partnership (the "Partnership")
was organized under the Uniform Limited Partnership Act of the Commonwealth of
Massachusetts on March 16, 1989, to invest primarily in newly constructed and
existing income-producing real properties.
The Partnership was initially capitalized with contributions of $2,000 in
the aggregate from Fourth Income Corp. (the "Managing General Partner") and ICOP
Associates Limited Partnership (the "Associate General Partner") (collectively,
the "General Partners") and $10,000 from Copley Real Estate Advisors, Inc. (the
"Initial Limited Partner"). The Partnership filed a Registration Statement on
Form 5-11 (the "Registration Statement") with the Securities and Exchange
Commission on March 23, 1989, with respect to a public offering of 40,000 units
of limited partnership interest at a price of $1,000 per unit (the "Units") with
an option to sell up to an additional 60,000 Units (an aggregate of
$100,000,000). The Registration Statement was declared effective on June 30,
1989.
The first sale of Units occurred on November 9, 1989, at which time the
Initial Limited Partner withdrew its contribution from the Partnership.
Investors were admitted to the Partnership thereafter at monthly closings; the
offering terminated and the last group of initial investors was admitted to the
Partnership on December 31, 1990. As of December 31, 1990, a total of 11,931
Units had been sold, a total of 966 investors had been admitted as limited
partners (the "Limited Partners") and a total of $11,899,370 had been
contributed to the capital of the Partnership.
As of December 31, 1999, the Partnership had disposed of all of its real
estate investments. The principal terms of the sales of the Partnership's
investments are set forth in the following table:
<TABLE>
<CAPTION>
Investment Month/Year of Sale Net Sale Proceeds Distribution/Unit Distribution
Month/Year
<S> <C> <C> <C> <C>
Investment Two 5/97 $2,826,133 $234.00 5/97
Investment Three 10/97 $2,017,775 $168.00 10/97
Investment Four 8/99 $5,390,812 $444.00 9/99
</TABLE>
The Partnership has no employees. Services are performed for the
Partnership by the Managing General Partner and affiliates of the Managing
General Partner.
Industrial Building in Simi Valley, California ("Shasta Way").
On September 29, 1989, the Partnership acquired a 25.2% interest in a
joint venture formed with Copley Realty Income Partners 3; A Limited
Partnership, an affiliate of the Partnership (the "Affiliate") with a 34.8%
interest, and an affiliate of The Hewson Company (the "Developer"). As of
December 31, 1998, the Partnership had contributed $5,149,893 to the capital of
the joint venture out of a maximum commitment of $5,512,500. Effective January
1, 1996, the joint venture was restructured whereby the Developer withdrew, and
the ownership interests of the Partnership and its Affiliate increased to 42%
and 58%, respectively. The joint venture agreement entitled the Partnership and
the Affiliate to receive a preferred return on their respective invested capital
at the rate of 10% per annum. The joint venture agreement also entitled the
Partnership to receive 42% of remaining cash flow and 42% of sale and
refinancing proceeds following the return of the Partnership's and the
Affiliate's equity.
The joint venture owned approximately 12.13 acres of land in Simi Valley,
California and in June 1991 completed construction thereon of a 235,080 square
foot industrial building. On August 27, 1999, the joint venture sold its
property to an unaffiliated third party for gross proceeds of $13,057,000, of
which the Partnership's share was $5,483,940. The Partnership received its 42%
share of the net proceeds, after closing costs, in the amount of $5,404,521 and
recognized a gain of $1,974,170 ($163.81 per Limited Partnership Unit) on the
sale. On September
2
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22, 1999 the Partnership made a capital distribution of $5,297,364 ($444.00 per
Limited Partnership Unit) from the proceeds of the sale.
Item 2. Properties.
The Partnership has disposed of all its real property investments.
Item 3. Legal Proceedings.
The Partnership is not a party to, nor are any of its properties subject
to, any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-K.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
There is no active market for the Units. Trading in the Units is sporadic
and occurs solely through private transactions.
As of December 31, 1999, there were 911 holders of Units.
The Partnership's Amended and Restated Agreement of Limited Partnership
dated November 9, 1989, as amended to date (the "Partnership Agreement"),
requires that any Distributable Cash (as defined therein) be distributed
quarterly to the Partners in specified proportions and priorities. There are no
restrictions on the Partnership's present or future ability to make
distributions of Distributable Cash. For the year ended December 31, 1999, cash
distributions paid in 1999, or distributed after year end with respect to 1999,
to the Limited Partners as a group totaled $5,689,656, including $5,297,364
($444 per Limited Partnership Unit) representing proceeds from the sale of the
remaining property. For the year ended December 31, 1998, cash distributions
paid in 1998, or distributed after year end with respect to 1998, to the Limited
Partners as a group totaled $468,650.
Total cash distributions exceeded net income in 1999 and, therefore,
resulted in a reduction of partners' capital. Regular cash distributions from
operations also exceeded cash provided by operating activities in 1999.
Reference is made to the Partnership's Statement of Partners' Capital (Deficit)
and Statement of Cash Flows in Item 7 hereof.
3
<PAGE>
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
For Year For Year For Year For Year For Year
Ended or Ended or Ended or Ended or Ended or
As of: As of: As of: As of: As of:
12/31/99(1) 12/31/98 12/31/97(2) 12/31/96 12/31/95(3)
----------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 478,852 $ 336,516 $ 488,539 $ 579,858 $ 528,841
Net Income $2,290,694 $ 220,377 $2,277,318 $ 411,744 $ 373,189
Net Income
per Unit of Limited
Partnership Interest
Outstanding $ 190.08 $ 18.29 $ 188.97 $ 34.17 $ 30.97
Total Assets $1,291,411 $4,976,440 $5,238,873 $8,272,345 $8,576,307
Total Cash Distributions
per Unit of Limited
Partnership Unit, including
amounts distributed after
year end with respect
to such year $ 476.88 $ 40.21 $ 454.51 $ 62.60 $ 91.13
</TABLE>
(1) Net Income in 1999 includes a gain from the sale of the remaining
property of $1,968,155. Cash Distributions include returns of
capital totaling $444.00 per Limited Partnership Unit.
(2) Net Income in 1997 includes gains from the sales of two properties
totaling $1,931,975. Cash Distributions include returns of capital
totaling $402.00 per Limited Partnership Unit.
(3) Cash distributions in 1995 include a discretionary reduction of cash
reserves of $37.00 per Limited Partnership Unit, which was
classified as a return of capital.
4
<PAGE>
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
The Partnership completed its offering of units of limited partnership
interest in December 1990 and a total of 11,931 units were sold. The Partnership
received proceeds of $10,097,962, net of selling commissions and other offering
costs, which have been used for investment in real estate and to pay related
acquisition costs, or retained as working capital reserves.
In July 1995, the Partnership reduced its working capital reserves by
making a capital distribution of $441,447 ($37 per Limited Partnership Unit).
After the distribution, the Partnership's adjusted capital contribution was $963
per Unit.
On May 1, 1997, the Hohokam property within the Newhew joint venture was
sold for $2,990,000. The Partnership received net proceeds of $2,826,133, after
closing costs. On May 29, 1997, the Partnership made a capital distribution of
$2,791,854 ($234 per Limited Partnership Unit) from the proceeds of the sale.
The distribution reduced the adjusted capital contribution to $729 per Unit.
On October 24, 1997, the Partnership sold the Fairmont property for
$3,600,000, of which $1,139,082 was used to discharge the related note payable.
The Partnership received net proceeds of $2,017,775, after closing costs. On
November 24, 1997, the Partnership made a capital distribution of $2,004,408
($168 per Limited Partnership Unit) from the proceeds of the sale. The
distribution reduced the adjusted capital contribution to $561 per Unit.
On August 27, 1999, the Shasta Way joint venture, in which the Partnership
and an affiliate own a 42% and 58% interest, respectively, sold its property to
an unaffiliated third party for gross proceeds of $13,057,000, of which the
Partnership's share was $5,483,940. The Partnership received its 42% share of
the net proceeds, after closing costs, in the amount of $5,390,812. On September
22, 1999 the Partnership made a capital distribution of $5,297,364 ($444.00 per
Limited Partnership Unit) from the proceeds of the sale. The distribution
reduced the adjusted capital contribution to $117 per Unit.
At December 31, 1999, the Partnership had $1,291,411 in cash and cash
equivalents. The balance is being retained primarily as a reserve in the event
of any claims for breach of representations or warranties in connection with the
sale of Shasta Way; pending dissolution and liquidation of the Partnership later
in 2000, and for working capital. The annualized distribution rate relating to
all four quarters of 1998 was 7.0% on the adjusted capital contribution of $561.
Cash distributions from operations related to the first two quarters of 1999
were made at the annualized rate of 5.5% on the adjusted capital contribution of
$561 per unit. Cash distributions related to the third quarter of 1999 were made
at the annualized rate of 7% on the weighted average capital contribution of
$517.57 per unit. The increase in the distribution rate was due to higher than
expected cash receipts from the Shasta Way joint venture due to a later than
anticipated sale date.
5
<PAGE>
Results of Operations
Form of Real Estate Investments
The Newhew investment was structured as a joint venture with a real estate
management/development firm. The Shasta Way investment had been structured as a
joint venture with a real estate management/development firm and an affiliate of
the Partnership. As of January 1, 1996, the Shasta Way joint venture was
restructured, and the management/development firm's interest was assigned to the
Partnership and its affiliate in proportion to their respective ownership
interests. The Partnership's ownership percentage increased to 42%.
Operating Factors
As discussed above, the Partnership sold the two Newhew Phase I buildings
(Hohokam Corporate Center) on May 1, 1997 for gross proceeds of $2,990,000. The
Partnership received net proceeds of $2,826,133, after closing costs, and
recognized a gain of $973,919 ($80.81 per Limited Partnership Unit) on the sale.
Occupancy at Hohokam was 100% as of the sale date.
As discussed above, the Partnership sold Fairmont Commerce Center
(Newhew's Phase II investment) on October 24, 1997 for gross proceeds of
$3,600,000, of which $1,139,082 was used to discharge the related note payable.
The Partnership received net proceeds of $2,017,775, after closing costs, and
recognized a gain of $958,056 ($80.30 per Limited Partnership Unit) on the sale.
Occupancy at Fairmont was 100% as of the sale date.
As discussed the Shasta Way joint venture, in which the Partnership and an
affiliate owned a 42% and 58% interest, respectively, on August 27, 1999 for
gross proceeds of $13,057,000, of which the Partnership's share was $5,483,940.
The Partnership received its 42% share of the net proceeds, after closing costs,
in the amount of $5,390,812, and recognized a gain of $1,968,155 ($163.31 per
Limited Partnership Unit) on the sale. Shasta Way had been 100% leased to one
tenant through the date of sale.
Investment Results
Interest income on cash equivalents and short-term investments for 1999
increased approximately $4,500, or 5% as compared to 1998, due to higher
invested balances, as well as higher short-term yields. Interest income on cash
equivalents and short-term investments for 1998 decreased approximately $28,000,
or 26% as compared to 1997, due to lower invested balances, as well as lower
short-term yields.
Joint venture earnings were $198,117, $257,979 and $382,320 for the years
ended December 31, 1999, 1998 and 1997, respectively. The decrease of $124,341
between 1998 and 1997 is due to the sale of the two Newhew investments in 1997,
as discussed above. The decrease between 1999 and 1998 is due to the sale of the
Shasta Way investment in 1999, as discussed above.
Operating cash flow remained relatively stable between 1999 and 1998. The
decrease in 1997 is due to the sale of the Newhew investments.
6
<PAGE>
Portfolio Expenses
General and administrative expenses primarily consist of real estate
appraisal, legal, accounting, printing and servicing agent fees. General and
administrative expenses remained relatively stable between the periods ended
December 31, 1998 and 1999. General and administrative expenses decreased by
$10,000, or 13%, in 1998 as compared to 1997 primarily due to decreases in
consulting, bank service fees and appraisal fees, partially offset by an
increase in legal costs.
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the Managing General Partner. The management fee decreased in 1999
compared to 1998 and also between 1998 compared to 1997, which was consistent
with the corresponding changes in distributable cash flow.
Inflation
By their nature, real estate investments tend to not be adversely affected
by inflation. Inflation may result in appreciation in the value of real estate
investments over time, if rental rates and replacement costs increase. Declines
in real property values during the period of the Partnership operations, due to
market and economic conditions, have overshadowed the positive effect inflation
may have on the value of the Partnership's investments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk:
The Partnership was not party to derivative financial instruments or
derivative commodity instruments at or during the year ended December 31, 1999.
The Partnership's only other financial instruments (as defined by Financial
Accounting Standards Board Statement No. 107) are its cash and cash equivalents,
for which cost approximates market value.
Item 8. Financial Statements and Supplementary Data.
The independent auditor's reports and financial statements listed in the
accompanying index are filed as part of this report. See Index to the Financial
Statements on page 13.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The Partnership has had no disagreements with its accountants on any
matters of accounting principles or practices or financial statement disclosure.
7
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) and (b) Identification of Directors and Executive Officers.
The following table sets forth the names of the directors and executive
officers of the Managing General Partner and the age and position held by each
of them as of December 31, 1999.
Name Position(s) with the Managing General Partner Age
- ---- --------------------------------------------- ---
Alison Husid Cutler President, Chief Executive Officer and Director 37
Pamela J. Herbst Vice President and Director 44
J. Grant Monahon Vice President and Director 54
James J. Finnegan Vice President 39
Karin J. Lagerlund Treasurer and Principal Financial and
Accounting Officer 35
(c) Identification of Certain Significant Employees.
None.
(d) Family Relationships.
None.
(e) Business Experience.
The Managing General Partner was incorporated in Massachusetts on March
14, 1989. The background and experience of the executive officers and directors
of the Managing General Partner are as follows:
Alison Husid Cutler is a Portfolio Manager in AEW Institutional Real
Estate Services, with responsibility for several real estate equity portfolios
representing approximately $800 million in client capital. She has over 12 years
of experience in real estate finance and investment management. Ms. Cutler
joined the predecessor of AEW Capital Management, L.P. ("AEW Capital
Management") in 1987 as Controller for a portfolio management team responsible
for the acquisition, management, restructuring and disposition of client assets
in New England and the western U.S. She later served as Asset Manager for a
portfolio of assets in Arizona and the West Coast. Prior to joining AEW, Ms.
Cutler worked for several years as a Senior Auditor with Peat Marwick, Main &
Co. She is a Certified Public Accountant and a graduate of the University of
Massachusetts (B.A.).
Pamela J. Herbst directs AEW Capital Management, L.P.'s ("AEW Capital
Management") Institutional Real Estate Services, with oversight responsibility
for the direct equity investing and asset and portfolio management of existing
core and core-plus commingled funds and separate accounts. Ms. Herbst is a
member of AEW Capital Management's Investment Policy Group and Operating
Committee. She came to AEW Capital Management in December 1996 as a result of
the firm's merger with Copley Real Estate Advisors, Inc., where she held various
senior level positions in asset and portfolio management, acquisitions, and
corporate operations since 1982. Ms. Herbst is a graduate of the University of
Massachusetts (B.A.) and Boston University (M.B.A.).
8
<PAGE>
J. Grant Monahon is AEW Capital Management's Chief Operating Officer and a
member of the firm's Management Committee and Investment Policy Group. He has
over 25 years of experience in real estate law and investments. Prior to joining
the predecessor of AEW Capital Management in 1987, Mr. Monahon was a partner
with a major Boston law firm. As the head of that firm's real estate finance
department, he represented a wide variety of institutional clients, both
domestic and international, in complex equity and debt transactions. He is the
former Chairman of the General Counsel section of the National Association of
Real Estate Investment Managers. Mr. Monahon is a graduate of Dartmouth College
(B.A.) and Georgetown University Law Center (J.D.).
James J. Finnegan is the General Counsel of AEW Capital Management. Mr.
Finnegan served as Vice President and Assistant General Counsel of Aldrich,
Eastman & Waltch, L.P., a predecessor to AEW Capital Management. Mr. Finnegan
has over ten years of experience in real estate law, including seven years of
experience in private practice with major New York City and Boston law firms.
Mr. Finnegan also serves as AEW's securities and regulatory compliance officer.
Mr. Finnegan is a graduate of the University of Vermont (B.A.) and Fordham
University School of Law (J.D.).
Karin J. Lagerlund directs the Institutional Real Estate Services
Portfolio Accounting Group at AEW Capital Management, overseeing portfolio
accounting, performance measurement and client financial reporting for AEW's
private equity investment portfolios. Ms. Lagerlund is a Certified Public
Accountant and has over ten years experience in real estate consulting and
accounting. Prior to joining AEW Capital Management in 1994, she was an Audit
Manager at EY/Kenneth Leventhal LLP. Ms. Lagerlund is a graduate of Washington
State University (B.A.).
(f) Involvement in Certain Legal Proceedings.
None.
Item 11. Executive Compensation.
Under the Partnership Agreement, the General Partners and their affiliates
are entitled to receive various fees, commissions, cash distributions,
allocations of taxable income or loss and expense reimbursements from the
Partnership. See Notes 1 and 5 of Notes to the Financial Statements.
The following table sets forth the amounts of the fees and cash
distributions and reimbursements of out-of-pocket expenses which the
Partnership paid to or accrued for the account of the General Partners and their
affiliates for the year ended December 31, 1999. Cash Distributions to General
Partners include amounts distributed after year-end with respect to 1999.
9
<PAGE>
Amount of
Compensation
and
Receiving Entity Type of Compensation Reimbursement
- ---------------- -------------------- -------------
AEW Real Estate Advisors, Inc. Management Fees and
Reimbursement of Expenses $ 50,190
General Partners Share of Distributable Cash 3,962
New England Securities Corporation Servicing Fees
and Reimbursement
of Expenses 1,828
TOTAL $ 55,980
==========
For the year ended December 31, 1999, the Partnership allocated $4,848 of
taxable income to the General Partners.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners
No person or group is known by the Partnership to be the beneficial owner
of more than 5% of the outstanding Units at December 31, 1999. Under the
Partnership Agreement, the voting rights of the Limited Partners are limited
and, in some circumstances, are subject to the prior receipt of certain opinions
of counsel or judicial decisions.
Except as expressly provided in the Partnership Agreement, the right to
manage the business of the Partnership is vested exclusively in the Managing
General Partner.
(b) Security Ownership of Management.
The General Partners of the Partnership owned no Units at December 31,
1999.
(c) Changes in Control.
There exists no arrangement known to the Partnership the operation of
which may at a subsequent date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions.
The Partnership has no relationships or transactions to report other than
as reported in Item 11, above.
10
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PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements--The Financial Statements listed on the
accompanying Index to Financial Statements and Schedule and Financial
Statement Index No. 2 are filed as part of this Annual Report.
(2) Financial Statement Schedule--The Financial Statement Schedule
listed on the accompanying Index to Financial Statements and Schedule is
filed as part of this Annual Report.
(3) Exhibits--The Exhibits listed in the accompanying Exhibit Index
are filed as a part of this Annual Report and incorporated in this Annual
Report as set forth in said Index.
(b) Reports on Form 8-K: During the last quarter of the year ended
December 31, 1999, the Partnership filed no Current Report on Form 8-K.
11
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Copley Realty Income Partners 4;
A Limited Partnership
Financial Statements
* * * * * * *
December 31, 1999
12
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Financial Statements (in liquidation as of December 31, 1999):
Balance Sheets - December 31, 1999 and 1998
Statements of Operations - For the Years Ended
December 31, 1999, 1998 and 1997
Statements of Partners' Capital (Deficit) - For the
Years Ended December 31, 1999, 1998 and 1997
Statements of Cash Flows - For the Years Ended
December 31, 1999, 1998 and 1997
Notes to Financial Statements
All schedules are omitted because they are not applicable
13
<PAGE>
Report of Independent Accountants
To the Partners of Copley Realty Income Partners 4; A Limited Partnership:
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Copley
Realty Income Partners 4, A Limited Partnership (the "Partnership") at December
31, 1999 and 1998, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of Fourth Income Corp., the Managing General
Partner of the Partnership (the "Managing General Partner"); our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which 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,
assessing the accounting principles used and significant estimates made by the
Managing General Partner, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
As described in Note 1 to the financial statements, the Partnership adopted a
plan of liquidation on December 31, 1999 and as a result changed its basis of
accounting for periods subsequent to December 31, 1999 from the going concern
basis to the liquidation basis of accounting.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 21, 2000
14
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
BALANCE SHEETS
(in liquidation as of December 31, 1999)
December 31,
------------------------
1999 1998
---------- ----------
Assets
Real estate joint venture $3,478,418
Cash and cash equivalents $1,291,411 1,498,022
---------- ----------
$1,291,411 $4,976,440
========== ==========
Liabilities and Partners' Capital
Accounts payable $ 37,020 $ 40,674
Accrued management fee -- 11,705
Deferred disposition fees -- 197,700
Accrued expenses for liquidation 49,300 --
---------- ----------
Total liabilities 86,320 250,079
---------- ----------
Partners' capital:
Limited partners ($117 and $561 per unit;
respectively, 100,000 units authorized; 11,931
units issued and outstanding) 1,184,568 4,723,600
General partners 20,523 2,761
---------- ----------
Total partners' capital 1,205,091 4,726,361
---------- ----------
$1,291,411 $4,976,440
========== ==========
(See accompanying notes to financial statements)
15
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(in liquidation as of December 31, 1999)
Year ended December 31,
------------------------------------
1999 1998 1997
---------- ---------- ----------
Investment Activity
Joint venture earnings $ 198,117 $ 257,979 $ 382,320
Gain on sale of investment 1,968,155 -- 1,931,975
Reversal of deferred disposition fee 197,700 -- --
---------- ---------- ----------
Total real estate activity 2,363,972 257,979 2,314,295
Interest on cash equivalents
and short-term investments 83,035 78,537 106,219
---------- ---------- ----------
Total investment activity 2,447,007 336,516 2,420,514
---------- ---------- ----------
Portfolio Expenses
General and administrative 65,457 64,589 74,137
Management fee 39,190 46,818 62,587
Amortization 2,366 4,732 6,472
Estimated liquidation period expenses 49,300 -- --
---------- ---------- ----------
156,313 116,139 143,196
---------- ---------- ----------
Net Income $2,290,694 $ 220,377 $2,277,318
========== ========== ==========
Net income per limited
partnership unit $ 190.08 $ 18.29 $ 188.97
========== ========== ==========
Cash distributions per limited
partnership unit $ 486.70 $ 40.21 $ 459.41
========== ========== ==========
Number of limited partnership
units outstanding during the year 11,931 11,931 11,931
========== ========== ==========
(See accompanying notes to financial statements)
16
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(in liquidation as of December 31, 1999)
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------------------------------
1999 1998 1997
-------------------------- -------------------------- --------------------------
General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $ 2,761 $ 4,723,600 $ 5,403 $ 4,985,173 $ (10,451) $ 8,211,849
Cash distributions (5,145) (5,806,819) (4,846) (479,746) (6,919) (5,481,221)
Net income 22,907 2,267,787 2,204 218,173 22,773 2,254,545
----------- ----------- ----------- ----------- ----------- -----------
Balance at end of year $ 20,523 $ 1,184,568 $ 2,761 $ 4,723,600 $ 5,403 $ 4,985,173
=========== =========== =========== =========== =========== ===========
</TABLE>
(See accompanying notes to financial statements)
17
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(in liquidation as of December 31, 1999)
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,290,694 $ 220,377 $ 2,277,318
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 2,366 4,732 6,472
Equity in joint venture earnings (198,117) (257,979) (382,320)
Cash distributions from joint ventures 335,042 435,902 669,985
Gain on sale of property (1,968,155) -- (1,931,975)
(Increase) decrease in receivables -- 35,431 (25,483)
Increase in property deferred costs (83,529) -- --
Increase (decrease) in operating liabilities 33,941 1,782 (20,351)
----------- ----------- -----------
Net cash provided by operating activities 412,242 440,245 593,646
----------- ----------- -----------
Cash flows from investing activities:
Net proceeds from sales of investments 5,390,811 -- 4,646,208
Deferred disposition fees -- -- 197,700
Reversal of deferred disposition fees (197,700) -- --
Investment in joint venture -- -- (49,881)
Decrease in short-term
investments, net -- 461,102 240,689
----------- ----------- -----------
Net cash provided by investing
activities 5,193,111 461,102 5,034,716
----------- ----------- -----------
Cash flows from financing activity:
Distributions to partners (5,811,964) (484,592) (5,488,140)
----------- ----------- -----------
Net cash used in financing
activity (5,811,964) (484,592) (5,488,140)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents (206,611) 416,755 140,222
Cash and cash equivalents:
Beginning of year 1,498,022 1,081,267 941,045
----------- ----------- -----------
End of year $ 1,291,411 $ 1,498,022 $ 1,081,267
=========== =========== ===========
</TABLE>
(See accompanying notes to financial statements)
18
<PAGE>
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
General
Copley Realty Income Partners 4; A Limited Partnership (the "Partnership")
is a Massachusetts limited partnership organized for the purpose of investing
primarily in newly constructed and existing income-producing real properties.
The Partnership commenced operations in September 1989, and sold its last
remaining investment in August 1999. On December 31, 1999, The Partnership
adopted a plan of liquidation.
The Managing General Partner of the Partnership is Fourth Income Corp., a
wholly-owned subsidiary of AEW Real Estate Advisors, Inc. ("AEW"), formerly
known as Copley Real Estate Advisors, Inc. ("Copley"). The associate general
partner is ICOP Associates Limited Partnership, a Massachusetts limited
partnership. Subject to the Managing General Partner's overall authority, the
business of the Partnership is managed by AEW pursuant to an advisory contract.
On December 10, 1996, Copley's parent, New England Investment Companies,
Limited Partnership ("NEIC"), a publicly traded master limited partnership,
acquired certain assets subject to then existing liabilities from Aldrich,
Eastman & Waltch, Inc. and its affiliates and principals (collectively "the AEW
Operations"). Simultaneously, a new entity, AEW Capital Management, L.P. was
formed, into which NEIC contributed its interests in Copley and its affiliates.
As a result, the AEW Operations were combined with AEW to form the business
operations of AEW Capital Management, L.P. At year end 1997, NEIC completed a
restructuring plan under which it contributed all of its operations to a newly
formed private partnership, NEIC Operating Partnership, L.P., in exchange for a
general partnership interest in the newly formed entity. Accordingly, at
December 31, 1997, AEW Capital Management, L.P. was wholly owned by NEIC
Operating Partnership, L.P. AEW is a subsidiary of AEW Capital Management, L.P.
Effective April 1, 1998, NEIC changed its name to Nvest, L.P. and NEIC Operating
Partnership, L.P. changed its name to Nvest Companies, L.P.
Prior to August 30, 1996, New England Mutual Life Insurance Company ("The
New England") was NEIC's principal unit holder and owner of all the outstanding
stock of NEIC's general partner. On August 30, 1996, The New England merged with
and into Metropolitan Life Insurance Company ("Met Life"). Met Life is the
surviving entity and, therefore, through a wholly-owned subsidiary, became the
owner of the units of partnership interest previously owned by The New England
and of the stock of NEIC' s general partner.
Management
AEW, as advisor, is entitled to receive stipulated fees from the
Partnership in consideration of services performed in connection with the
management of the Partnership and the acquisition and disposition of Partnership
investments in real property. Partnership management fees are 9% of
distributable cash flow from operations, as defined, before deducting such fees.
AEW is also reimbursed for expenses incurred in connection with administering
the Partnership ($11,000 in 1999, $11,000 in 1998, and $11,000 in 1997).
Acquisition fees were based on 3% of the gross proceeds of the offering and were
paid at the time commitments were initially funded. Disposition fees are limited
to the lesser of 3% of the selling price of the property, or 50% of the standard
real estate commission customarily charged by an independent real estate broker.
Payments of disposition fees are subject to the prior receipt by the limited
partners of their capital contributions plus a stipulated return thereon. Based
on the Partnership's returns to date and the sale of the Partnership's sole
remaining real estate investment in August, 1999 (as discussed in Note 3), the
Managing General Partner determined that previously accrued deferred disposition
fees of $197,700 would not be paid and, accordingly, reversed such fees in 1999.
New England Securities Corporation, an indirect subsidiary of Met Life, is
engaged by the Partnership to act as its unit holder servicing agent. Fees and
out-of-pocket expenses for such services totaled $1,828, $1,681 and $1,580 in
1999, 1998 and 1997 respectively. Fees to Back Bay Advisors, L.P., a
wholly-owned subsidiary of Nvest Companies, L.P., for short-term investment
advisory services totaled $0, $1,712 and $1,565 in 1999, 1998 and 1997,
respectively.
19
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Liquidation Basis of Accounting
In connection with its adoption of a plan of liquidation on December 31,
1999, the Partnership also adopted the liquidation basis of accounting which,
among other things, requires that net realizable value and that assets and
liabilities be stated at their estimated costs of liquidating the Partnership be
provided to the extent that they are reasonably determinable.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Managing General Partner to make
estimates affecting the reported amounts of assets and liabilities, and of
revenues and expenses. In the Partnership's business, certain estimates require
an assessment of factors not within management's control, such as the ability of
tenants to perform under long-term leases and the ability of the properties to
sustain their occupancies in changing markets. Actual results, therefore, could
differ from those estimates.
Real Estate Joint Ventures
Investments in joint ventures, including loans made to joint ventures,
which are in substance real estate investments, are stated at cost, plus (minus)
equity in undistributed joint venture income (losses). Allocations of joint
venture income (losses) were made to the Partnership's venture partners as long
as they had substantial economic equity in the project. Economic equity is
measured by the excess of the appraised value of the property over the
Partnership's total cash investment plus accrued preferential returns and
interest thereon.
Capitalized Costs, Depreciation and Amortization
Maintenance and repair costs were expensed as incurred; significant
improvements and renewals were capitalized. Depreciation was computed using the
straight-line method based on the estimated useful lives of the buildings and
improvements.
Acquisition fees have been capitalized as part of the cost of real estate
investments. Amounts not related to land were being amortized using the
straight-line method over the estimated useful lives of the underlying real
property.
Leases
Leases were accounted for as operating leases. Leasing commissions were
amortized over the terms of the respective leases. Certain tenant leases provide
for rent concessions at the beginning of the lease terms and for rental
increases over the lease terms. Rental income was recognized on a straight-line
basis over the respective lease terms.
Realizability of Real Estate Investments
The Partnership considers a real estate investment to be impaired when it
determines the carrying value of the investment is not recoverable through
expected undiscounted cash flows from the operations and disposition of the
property. The impairment loss is based on the excess of the investment's
carrying value over its estimated fair market value. For investments held for
disposition, the impairment loss also includes estimated costs of sale.
Investments held for disposition are not depreciated during the holding period.
Investments are considered to be held for disposition at the time management
commits the Partnership to a plan to dispose of the investment.
Cash Equivalents and Short-Term Investments
Cash equivalents are stated at cost plus accrued interest. The Partnership
considers all highly liquid investments purchased with a maturity of ninety days
or less to be cash equivalents; otherwise, they are classified as short-term
investments.
Income Taxes
A partnership is not liable for income taxes and, therefore, no provision
for income taxes is made in the financial statements of the Partnership. A
proportionate share of the Partnership's income is reportable on each partner's
tax return.
20
<PAGE>
Per Unit Computations
Per unit computations are based on the number of units of limited
partnership interest outstanding during the year. The actual per unit amount
will vary by partner depending on the date of admission to, or the withdrawal
from, the Partnership.
Segment Data
Effective January 1, 1998, the Partnership adopted Financial Accounting
Standards Board Statement No. 131, "Disclosures about Segments on an Enterprise
and Related Information" (FAS 131). Based on the criteria established in FAS
131, the Managing General Partner has determined that the Partnership operates
in one operating segment: investing in real estate properties which are
domiciled in the United States of America.
NOTE 3 - REAL ESTATE JOINT VENTURES
The Partnership was invested in two real estate joint ventures organized
as general partnerships with a real estate management/development firm and, in
one case, with an affiliate of the Partnership. The Partnership made capital
contributions to the ventures, which were subject to preferential cash
distributions at a specified rate and to priority distributions with respect to
sale or refinancing proceeds. The Partnership also made a loan to one of the
ventures, which was accounted for as a real estate investment due to the
attendant risks of ownership. The joint venture agreements provide for the
funding of cash flow deficits by the venture partners in proportion to ownership
interests, and for the dilution of ownership share in the event a venture
partner does not contribute proportionately.
The respective real estate management/development firm was responsible for
day-to-day development and operating activities, although overall authority and
responsibility for the business is shared by the venturers. The real estate
management/development firm, or its affiliates, also provided various services
to the respective joint venture for a fee.
The following is a summary of cash invested in joint ventures, net of
returns of capital and excluding investment acquisition fees:
<TABLE>
<CAPTION>
December 31,
Rate of Ownership ----------------------------
Investment/Location Return/Interest Interest 1999 1998
- ------------------- --------------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Shasta Way
Simi Valley, CA 10.0% (C) 42% $ - $4,870,589
</TABLE>
(C) Capital contribution
Shasta Way
On September 29, 1989, the Partnership entered into a joint venture with
an affiliate of the Partnership, and with an affiliate of The Hewson Company, to
construct and operate an industrial facility in Simi Valley, California. The
Partnership committed to make, and as of December 31, 1998 had completely
funded, capital contributions of up to $5,512,500. It was entitled to a
preferred return of 10% per annum on its invested capital. The venture owned
land on which it completed construction of an industrial building in 1991.
Effective January 1, 1996, the joint venture was restructured, and the Hewson
interest was assigned to the Partnership and its affiliate in proportion to
their respective ownership interests. The Partnership's ownership percentage
increased from 25.2% to 42%; its affiliate's interest was increased to 58%.
On August 27, 1999, the joint venture, sold its property to an
unaffiliated third party for gross proceeds of $13,057,000, of which the
Partnership's share was $5,483,940. The Partnership received its 42% share of
the net proceeds, after closing costs, in the amount of $5,390,812 and
recognized a gain of $1,968,155 ($163.31 per Limited Partnership Unit) on the
sale. On September 22, 1999 the Partnership made a capital distribution of
$5,297,364 ($444.00 per Limited Partnership Unit) from the proceeds of the sale.
21
<PAGE>
Newhew
On April 1, 1991, the Partnership entered into a joint venture with an
affiliate of The Hewson Company. The Partnership had an 80% ownership interest.
The venture owned land which is improved with three multi-tenant industrial
buildings; two were acquired in 1991 and one in 1992. Effective May 8, 1992, the
joint venture agreement was amended to provide that the Partnership fund
$2,185,000 in the form of capital and $1,365,000 in the form of a loan to the
venture. The Partnership was entitled to a preferential return on its capital at
the rate of 10% per annum. The loan bore interest at 10% per annum, which was
payable monthly, maturing on August 1, 1999 and was prepayable at any time,
without penalty if within six months of maturity.
On May 1, 1997, the Hohokam property within the Newhew joint venture was
sold to an institutional buyer which was unaffiliated with the Partnership for
$2,990,000. The Partnership received net proceeds of $2,826,133, after closing
costs, and recognized a gain of $973,919 ($80.81 per Limited Partnership Unit)
on the sale. A disposition fee of $89,700 was accrued but not paid to AEW. On
May 29, 1997, the Partnership made a capital distribution of $2,791,854 ($234
per Limited Partnership Unit) from the proceeds of the sale.
On October 24, 1997, the Partnership sold the Fairmont property to an
institutional buyer which was unaffiliated with the Partnership for $3,600,000,
of which $1,139,082 was used to discharge the related note payable. The
Partnership received net proceeds of $2,017,775, after closing costs, and
recognized a gain of $958,056 ($80.30 per Limited Partnership Unit) on the sale.
A disposition fee of $108,000 was accrued but not paid to AEW. On November 24,
1997, the Partnership made a capital distribution of $2,004,408 ($168 per
Limited Partnership Unit) from the proceeds of the sale.
Summarized Financial Information
The following summarized financial information is presented in the
aggregate for the joint ventures:
Assets and Liabilities
December 31,
-----------------------
1999 1998
---------- ----------
Assets
Real property, at cost less accumulated
depreciation of $1,084,004 at December 31, 1998 $ -- $7,146,195
Other -- 153,318
---------- ----------
7,299,513
Liabilities
Other -- 70,400
---------- ----------
Net assets -- $7,229,113
========== ==========
Results of Operations
Year ended December 31,
--------------------------------------
1999 1998 1997
---------- ---------- ----------
Revenue
Rental income $ 997,109 $1,258,609 $1,690,135
Other income 3,336 2,269 5,914
---------- ---------- ----------
1,000,445 1,260,878 1,696,049
---------- ---------- ----------
Expenses
Operating expenses 219,783 460,785 374,044
Depreciation and amortization 308,955 183,877 545,693
Interest expense -- -- 82,238
---------- ---------- ----------
528,738 644,662 1,001,975
---------- ---------- ----------
Net income $ 471,707 $ 616,216 $ 694,074
========== ========== ==========
22
<PAGE>
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and its affiliate on behalf of their various financing arrangements
with the joint ventures.
The above summarized financial information includes the results of
operations of the Newhew investments through their respective dates of sale.
NOTE 4 - INCOME TAXES
The Partnership's income for federal income tax purposes differs from that
reported in the accompanying statement of operations as follows:
Year ended December 31,
------------------------------------------
1999 1998 1997
----------- ----------- -----------
Net income per financial
statements $ 2,290,694 $ 220,377 $ 2,277,318
Timing differences:
Joint venture earnings (129,504) 136,525 100,022
Expenses 49,300
Gain on sale of investments 58,139 -- 172,723
----------- ----------- -----------
Taxable income $ 2,268,629 $ 356,902 $ 2,550,063
=========== =========== ===========
NOTE 5 - PARTNERS' CAPITAL
Allocations of net income (loss) from operations and distributions of
distributable cash from operations, as defined, are in the ratio of 99% to the
limited partners and 1% to the general partners. Cash distributions are made
quarterly.
Net sale proceeds and financing proceeds are allocated first to limited
partners to the extent of their contributed capital plus a stipulated return
thereon, as defined, second to pay disposition fees, and then 85% to the limited
partners and 15% to the general partners. Income from sales is allocated in
proportion to the distribution of related proceeds, provided that the general
partners are allocated at least 1%. Income or losses from sales, if there are no
residual proceeds after the repayment of the related debt, will be allocated 99%
to the limited partners and 1% to the general partners.
23
<PAGE>
FINANCIAL STATEMENTS
INDEX NO. 2
Auditor's Report and Financial Statements
of Shasta Way Associates
Report of Independent Auditors from PricewaterhouseCoopers LLP
Balance Sheets - December 31, 1998 and 1997
Statements of Operations - For the Years ended December 31, 1998, 1997 and 1996
Statements of Partners' Capital - For the Years ended December 31, 1998, 1997
and 1996
Statements of Cash Flows - For the Years ended December 31, 1998, 1997 and 1996
Notes to Financial Statements
24
<PAGE>
Shasta Way Associates
(A California General Partnership)
December 31, 1998
25
<PAGE>
PRICEWATERHOUSECOOPERS [LOGO]
PricewaterhouseCoopers LLP
160 Federal Street
Boston MA 02110
Telephone (617) 439 4390
Report of Independent Accountants
March 9, 1999
To the Partners
Shasta Way Associates
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, of partners' capital and of cash flows
present fairly, in all material respects, the financial position of Shasta Way
Associates (a California general partnership) (the "Partnership") at December
31, 1998, and the results of its operations and its cash flows for the year in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above. The Partnership's financial statements for the years ended December 31,
1997 and 1996 were audited by other independent accountants whose report dated
January 20, 1998 expressed an unqualified opinion on those statements.
/s/ PricewaterhouseCoopers LLP
26
<PAGE>
Shasta Way Associates
(A California General Partnership)
December 31, 1998
Balance Sheet
- --------------------------------------------------------------------------------
December 31,
1998 1997
---------------------------
Assets
Cash $ 150,180 $ 8,718
Tenant Receivables -- 116,212
Rental Property
Land 2,977,867 2,977,867
Buildings 6,807,151 6,803,913
Accumulated depreciation (2,575,455) (2,146,952)
----------- -----------
7,209,563 7,634,828
Other Assets - net of accumulated
amortization of $216,646 and $181,717
at December 31, 1998 and 1997 5,953 40,883
$ 7,365,696 $ 7,800,641
=========== ===========
Liabilities and partners' capital
Security deposits $ 62,400 $ 62,400
Accounts payable and accrued expenses 8,000 18,652
Due to partners
CRIP 3 2,104,381 1,802,692
CRIP 4 1,523,709 1,305,250
Partners' capital 3,667,206 4,611,647
----------- -----------
$ 7,365,696 $ 7,800,641
=========== ===========
27
<PAGE>
Shasta Way Associates
(A California General Partnership)
For the period ended December 31, 1998
Statement of Operations
- --------------------------------------------------------------------------------
Year ended December 31,
1998 1997 1996
-----------------------------------------
Revenue
Rental income $ 1,092,432 $ 1,045,432 $ 1,045,432
Tenant reimbursements 166,176 159,720 162,773
Interest and other income 2,269 5,914 3,636
----------- ----------- -----------
1,260,877 1,211,066 1,211,841
----------- ----------- -----------
Expenses
Rental operating expenses 172,796 184,831 160,800
General and administrative 11,081 12,079 22,411
Depreciation and amortization 463,433 463,433 463,433
Guaranteed payments
CRIP 3 903,648 881,430 868,326
CRIP 4 654,360 638,272 628,733
----------- ----------- -----------
2,205,318 2,180,045 2,143,703
Net loss $ (944,441) $ (968,979) $ (931,862)
=========== =========== ===========
28
<PAGE>
Shasta Way Associates
(A California General Partnership)
For the period ended December 31, 1998
Statement of Partners' Capital
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Hewson Shasta Copley Realty Copley Realty
Way L.P. Income Partners 3 Income Partners 4 Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Partners' capital - (deficit)
December 31, 1995 $ (604,984) $ 4,128,133 $ 2,989,339 $ 6,512,488
Transfer of interest 604,984 (350,891) (254,093) --
Net loss - 1996 -- (540,480) (391,382) (931,862)
---------------------------------------------------------------------------
Partners' capital
December 31, 1996 -- 3,236,762 2,343,864 5,580,626
Net loss - 1997 -- (562,008) (406,971) (968,979)
---------------------------------------------------------------------------
Partners' capital
December 31, 1997 -- 2,674,754 1,936,893 4,611,647
Net loss - 1998 -- (547,776) (396,665) (944,441)
---------------------------------------------------------------------------
Partners' capital
December 31, 1998 $ -- $ 2,126,978 $ 1,540,228 $ 3,667,206
===========================================================================
</TABLE>
29
<PAGE>
Shasta Way Associates
(A California General Partnership)
For the period ended December 31, 1998
Statement of Cash Flows
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended December 31,
1998 1997 1996
-----------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (944,441) $ (968,979) $ (931,862)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation and amortization 463,433 463,433 463,433
Decrease in tenant receivable 116,212 154,082 151,238
(Decrease)/Increase in accounts payable and
accrued expenses (10,652) 6,467 4,014
Increase in due to partners 520,148 187,302 376,259
-----------------------------------------
Total adjustments 1,089,141 811,284 994,944
Net cash (used in) provided by operating activities 144,700 (157,695) 63,082
-----------------------------------------
Cash flows from investing activities
Additions to rental property (3,238) -- --
-----------------------------------------
Net (decrease) increase in cash 141,462 (157,695) 63,082
Cash beginning of year 8,718 166,413 103,331
-----------------------------------------
Cash at year end $ 150,180 $ 8,718 $ 166,413
=========================================
</TABLE>
30
<PAGE>
Shasta Way Associates
(A California General Partnership
Notes to the Financial Statements
- --------------------------------------------------------------------------------
1. Organization and Other Matters
Shasta Way Associates (a California general partnership), formerly Hewson Shasta
Way Associates (the "Partnership"), was formed September 29, 1989 as a
California general partnership for the purpose of developing and operating a
commercial industrial property in Simi Valley, California. The percentage
ownership interests through December 31, 1995 were as follows:
Hewson Shasta Way L.P., a California limited partnership (Hewson) 40.0%
Copley Realty Income Partners 3 (CRIP 3) 34.8%
Copley Realty Income Partners 4 (CRIP 4) 25.2%
CRIP 3 and CRIP 4 were committed to contribute an aggregate of approximately
$13,125,000 to the Partnership; subsequently, the Partnership Agreement provides
for pro rata contributions by all partners. CRIP 3 and CRIP 4 contributed
$7,111,757 and $5,149,893, respectively, through December 31, 1998.
CRIP 3 and CRIP 4 are entitled to preferential cash payments to the extent of a
stipulated return on their invested capital (Note 4). Prior to 1992, for
financial reporting purposes, income and losses were allocated to the partners
in accordance with their respective ownership interests, based on the long-term
substance of the business enterprise and the requirement for all partners to
fund capital, as described above. For the years ended December 31, 1992 through
December 31, 1995, net income (loss) was allocated entirely to CRIP 3 and CRIP
4.
On January 1, 1996, the partners executed an Amended and Restated Statement of
Partnership Agreement whereby Hewson transferred all of its rights, title and
interest in and to the Partnership to CRIP 3 and CRIP 4. The percentage
ownership interests are as follows:
Copley Realty Income Partners 3 (CRIP 3) 58.0%
Copley Realty Income Partners 4 (CRIP 4) 42.0%
Beginning January 1, 1996, income and losses are allocated to CRIP 3 and CRIP 4
in accordance with the ownership interests.
2. Significant Accounting Polices
Rental Property
Rental property includes land and buildings and improvements, which are stated
at cost less accumulated depreciation. The Partnership considers the property to
be impaired when it determines the carrying value of the investment is not
recoverable through expected undiscounted cash flows from operations and
disposition of the property. An impairment loss, if any, would be based on the
excess of the investment's carrying value over its estimated fair market value.
The Partnership does not consider the property impaired at December 31, 1998 or
1997
Income Recognition
The Partnership's rental property is leased to a single tenant as an operating
lease. The lease includes a provision whereby the tenant is not responsible for
rental payments for specified occupancy periods. Rental income is recognized
over the lease term on a straight-line basis. Included in tenant receivables are
$0 and $98,760 of deferred rent receivable for December 31, 1998 and 1997,
respectively.
31
<PAGE>
Shasta Way Associates
(A California General Partnership
Notes to the Financial Statements
- --------------------------------------------------------------------------------
Income Taxes
Federal and state income taxes are not payable by the Partnership, since the
partners report their proportionate share of taxable income or loss on their
separate tax returns.
Depreciation and Amortization
Depreciation is provided on the straight-line method over the estimated lives of
the assets, which are 31.5 years for the building and the term of the tenant's
lease for tenant improvements.
Included in other assets are leasing commissions, which are amortized over the
related tenant's lease.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
2. Rental Property
At December 31, 1989 the rental property under development consisted of
approximately 12 acres of land with two buildings. During 1990 the buildings
were demolished and construction of a 235,080 square-foot industrial building
commenced. Construction was completed in June 1991.
The Partnership's property is being leased to a single tenant under an operating
lease which expired in December 1998. However, in February 1999, the tenant
exercised an option to renew the lease until December, 2003.
The lease provides for the tenant to reimburse the Partnership for operating
expenses.
The aggregate minimum rents due to the ventures under a non-cancelable lease
are: 1999 - $1,297,641; 2000 -$1,297,641; 2001 - $1,310,618; 2002 - $1,323,594;
2003 - $1,323,594.
3. Related Party Transactions
The Partnership agreement provides that CRIP 3 and CRIP 4 will be paid
guaranteed payments of 10% per annum on invested capital (as defined). The
cumulative unpaid guaranteed payments are included in due to partners in the
accompanying balance sheets.
Included in rental operating expenses are $39,032, $40,339, and $40,783 of
management fees paid to Hewson Properties, Inc. in 1998, 1997, and 1996,
respectively. These fees are paid at a rate of 3% of gross rental income
received.
32
<PAGE>
FINANCIAL STATEMENTS
INDEX NO. 3
Independent Auditor's Report and Financial Statements
of Newhew Associates
Report of Independent Auditors from Ernst & Young LLP
Balance Sheets - December 31, 1997 and 1996
Statements of Operations - For the Years ended
December 31, 1997, 1996 and 1995
Statements of Changes in Partners' Capital - For the Years ended
December 31, 1997, 1996 and 1995
Statements of Cash Flows - For the Years ended
December 31, 1997, 1996 and 1995
Notes to Financial Statements
33
<PAGE>
Financial Statements
Newhew Associates
(An Arizona General
Partnership)
December 31, 1997 and 1996
34
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Financial Statements
December 31, 1997 and 1996
Contents
Report of Independent Auditors ............................................. 1
Financial Statements
Balance Sheets ............................................................. 2
Statements of Income ....................................................... 3
Statements of Partners' Capital ............................................ 4
Statements of Cash Flows ................................................... 5
35
<PAGE>
[LETTERHEAD OF ERNST AND YOUNG LLP]
Report of Independent Auditors
To the Partners
Newhew Associates
We have audited the accompanying balance sheets of Newhew Associates (an Arizona
general partnership) as of December 31, 1997 and 1996, and the related
statements of income, partners' capital, and cash flows for each of the three
years in the period ended December 31, 1997. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Newhew Associates at December
31, 1997 and 1996, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles.
/s/ Ernst & Young LLP
Phoenix, Arizona
January 20, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
36
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Balance Sheets
December 31
1997 1996
-------------------------
Assets
Cash $ 56,663 $ 39,050
Tenant receivables -- 45,682
Rental properties
Land -- 785,000
Buildings -- 3,446,963
Accumulated depreciation -- (572,559)
-------------------------
-- 3,659,404
-------------------------
Other assets - net of accumulated amortization
of $129,239 in 1996 700 51,037
-------------------------
$ 57,363 $ 3,795,173
=========================
Liabilities and partners' capital
Accounts payable and accrued expenses
Capital distributions $ -- $ 4,800
Other 30,310 141,315
Loan payable to partner -- 1,365,000
Note payable secured by rental property -- 1,084,418
Other liabilities -- 51,285
Partners' capital 27,053 1,148,355
-------------------------
$ 57,363 $ 3,795,173
=========================
See accompanying notes.
37
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Statements of Income
Year ended December 31
1997 1996 1995
------------------------------------
Revenues
Rental income $ 345,949 $ 620,835 $ 564,013
Tenant reimbursements 139,034 203,478 124,899
Other income -- 11,806 25,155
------------------------------------
484,983 836,119 714,067
------------------------------------
Expenses
Rental operating expenses 136,167 260,303 225,218
General and administrative 40,967 48,978 42,626
Depreciation and amortization 84,908 166,239 146,077
Interest 127,738 237,673 239,170
------------------------------------
389,780 713,193 653,091
------------------------------------
Income before gain on sale of rental
properties 95,203 122,926 60,976
------------------------------------
Gain on sale of rental properties 2,709,153 -- --
------------------------------------
Net income $2,804,356 $ 122,926 $ 60,976
====================================
See accompanying notes.
38
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Statements of Partners' Capital
California Copley
Property Realty
Investment Income
Company Partners 4 Total
---------------------------------------
Partners' capital - December 31, 1994 $ -- $ 1,277,953 $ 1,277,953
Contributions - 1995 -- 28,678 28,678
Distributions - 1995 -- (157,910) (157,910)
Net income - For the year ended
December 31, 1995 -- 60,976 60,976
---------------------------------------
Partners' capital - December 31, 1995 -- 1,209,697 1,209,697
Distributions - 1996 (4,800) (179,468) (184,268)
Net income - for the year ended
December 31, 1996 -- 122,926 122,926
---------------------------------------
Partners' (deficit) capital -
December 31, 1996 (4,800) 1,153,155 1,148,355
Distributions - 1997 (446,000) (3,479,658) (3,925,658)
Net income - for the year ended
December 31, 1997 456,211 2,348,145 2,804,356
---------------------------------------
Partners' capital -
December 31, 1997 $ 5,411 $ 21,642 $ 27,053
=======================================
See accompanying notes.
39
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Statements of Cash Flows
<TABLE>
<CAPTION>
Year ended December 31
1997 1996 1995
-----------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income $ 2,804,356 $ 122,926 $ 60,976
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities
Depreciation and amortization 84,908 166,239 146,077
Gain on sale of rental properties (2,709,153) -- --
Decrease (increase) in tenant receivables 45,682 (29,880) 22,758
(Decrease) increase in accounts payable
and accrued expenses (115,805) 80,895 (40,280)
(Decrease) increase in other liabilities (51,285) 1,650 2,900
Decrease in interest payable to partner -- -- (22,750)
-----------------------------------------
Total adjustments (2,745,653) 218,904 108,705
-----------------------------------------
Net cash provided by (used in) operating
activities 58,703 341,830 169,681
-----------------------------------------
Cash flows from investing activities
Additions to rental properties (39,596) (171,869) (3,592)
Additions to other assets -- (13,227) --
Proceeds from sale of rental properties 6,373,582
-----------------------------------------
Net cash provided by (used in) investing
activities 6,333,986 (185,096) (3,592)
-----------------------------------------
Cash flows from financing activities
Capital contributions -- -- 28,678
Capital distributions (3,925,658) (184,268) (157,910)
Repayments of notes payable secured by rental
property (1,084,418) (17,008) (15,511)
Repayment of note payable to partner (1,365,000) -- --
-----------------------------------------
Net cash used in financing activities (6,375,076) (201,276) (144,743)
-----------------------------------------
Net increase (decrease) in cash 17,613 (44,542) 21,346
Cash at beginning of period 39,050 83,592 62,246
-----------------------------------------
Cash at end of period $ 56,663 $ 39,050 $ 83,592
=========================================
Supplemental disclosure of cash flow
information -
Cash paid during the year for interest $ 127,738 $ 237,673 $ 261,920
=========================================
</TABLE>
See accompanying notes.
40
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Notes to Financial Statements
December 31, 1997 and 1996
1. Organization and Other Matters
Newhew Associates (the Partnership) was formed April 1, 1991 as an Arizona
general partnership for the purpose of acquiring commercial industrial
properties located in Tempe, Arizona. Percentage ownership interests of the
partners are as follows:
California Property Investment Company (CPIC) 20%
Copley Realty Income Partners 4 (CRIP 4) 80%
Income is allocated first to CRIP 4 to provide for a priority return of 10%,
compounded monthly, on invested capital (as defined). Second, income is
allocated to the partners in the amount of their respective default priority
returns and deficit preferred returns (as defined). Thereafter, income is
allocated to the Partners in accordance with their respective ownership
interests. Losses are allocated to the Partners in accordance with their
respective ownership interests.
2. Significant Accounting Policies
Rental Properties
Rental properties are stated at cost. In 1996, the Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 121
requires that real estate assets be evaluated for impairment if impairment
indicators are present. An impairment writedown to fair value would occur only
if the estimated undiscounted cash flows from the Partnership's properties were
less than the carrying amount of the Partnership's properties. At December 31,
1997, the Partnership does not hold any assets that meet the impairment criteria
of SFAS No. 121.
41
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Income Recognition
The Partnership's properties are being leased to tenants under operating leases.
Certain of the leases include provisions whereby the tenant is not responsible
for rental payments for specified occupancy periods. Rental income is recognized
over the lease term on a straight-line basis. Included in tenant receivables is
$5,794 of deferred rent receivable at December 31, 1996.
Sales of Rental Property
Sales of rental property are recorded when the sale closes with the buyer.
Income Taxes
Federal and state income taxes are not payable by the Partnership, since the
partners report their proportionate share of taxable income or loss on their
separate tax returns.
Depreciation and Amortization
Depreciation is provided on the straight-line method over the estimated useful
lives of the assets, which are 31.5 years for the building and the related
tenants' leases for tenant improvements.
Included in other assets are organization costs, which are amortized over five
years using the straight-line method, and loan costs, which are amortized over
the term of the respective loan.
Costs of obtaining leases are deferred and amortized on a straight-line basis
over the respective lease periods.
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 amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
42
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Notes to Financial Statements (continued)
3. Rental Properties
The rental properties consist of three industrial buildings comprising
approximately 135,500 square feet, located on approximately 6.9 acres of land.
Two of the industrial buildings, totaling approximately 52,300 square feet, were
acquired in 1991 (the Hohokam Property). On May 12, 1992, the Partnership
acquired one additional building, totaling approximately 83,200 square feet (the
Fairmont Property). The Hohokam and Fairmont Properties were sold on May 1, 1997
and October 24, 1997, respectively. The components of the gain on sale are as
follows:
Sales price $ 6,590,000
Cost of sales (3,880,847)
-----------
Gain on sale of rental properties $ 2,709,153
===========
4. Related Party Transactions
Included in rental operating expenses are $18,292, $26,654 and $22,169 of
management fees paid to Hewson Properties, Inc. (HPI), an affiliate of CPIC,
during 1997, 1996 and 1995, respectively. These fees are paid at a rate of 3% of
gross rental income received.
During 1997, 1996 and 1995, HPI was reimbursed $8,256, $16,349 and $20,722,
respectively for an on-site manager's salary in accordance with terms of the
management agreement. The amounts are included in general and administrative
expenses in the accompanying statements of income.
Pursuant to the sale of the Hohokam Property (Note 3), HPI was paid a sales
commission of $59,800. The amount is included in the calculation of gain on sale
of rental properties in the accompanying statement of income.
5. Loan Payable to Partner
Loan payable to partner consists of a loan payable to CRIP 4 under a $2,550,000
loan agreement dated August 1, 1991. On May 8, 1992, the loan agreement was
amended and the maximum amount to be funded by CRIP 4 was limited to $1,365,000.
Interest-only payments at 10% per annum are due monthly until August 1, 1999, at
which time the principal balance and any unpaid interest will be due and
payable. The loan is secured by the Hohokam Property. Included in interest
expense in 1997, 1996 and 1995 is $45,500, $136,500 and $136,500, respectively,
of interest paid to CRIP 4. The loan was repaid on May 1, 1997.
43
<PAGE>
Newhew Associates
(An Arizona General Partnership)
Notes to Financial Statements (continued)
6. Note Payable Secured by Rental Property
On July 6. 1992, the Partnership obtained a $1,150,000 loan from Principal
Mutual Life Insurance Company. Interest accrues at 9.25% per annum. Principal
and interest installments of $9,848 are due monthly until July 1, 1999, at which
time the principal balance and any unpaid interest will be due and payable. The
note is secured by the Fairmont Property. The note was repaid on October 24,
1997.
7. Impact of Year 2000 (unaudited)
Management of the Partnership is assessing the modifications or replacements of
its software that may be necessary for its computer systems to function properly
with respect to the dates in the year 2000 and thereafter. Management of the
Partnership does not believe that the cost of either modifying existing software
or converting to new software will be significant or that the year 2000 issue
will pose significant operational problems for its computer systems.
44
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Number
- ------ ------
10A. General Partnership Agreement of Hewson/Shasta Way *
Associates dated as of September 29, 1989 between
Hewson/Shasta Way, L.P., Copley Realty Income Partners 3;
A Limited Partnership and Copley Realty Income Partners 4;
A Limited Partnership.
10B. Joint Venture Agreement of Newhew Associates dated as of *
April 1, 1991 between California Property Investment
Company and the Registrant.
10C. Deed of Trust dated as of August 1, 1991 by and between *
Hewson Properties, Inc. ("Trustor"), TransAmerica Title
Insurance Company ("Trustee") and the Registrant
("Beneficiary").
10D. Loan Agreement entered into as of August 1, 1991, by and *
between the Registrant and Newhew Associates.
10E. Promissory Note Secured by Deed of Trust in the principal *
amount of $2,550,000 by Newhew Associates to the
Registrant dated August 1, 1991.
10F. Parcel One Assignment of Rents and Leases dated August 1, *
1991, from Newhew Associates to the Registrant.
10G. Purchase and Sale Agreement dated March 23, 1992 by and *
between Boston Safe Deposit and Trust Company, as Trustee
for the Owens-Illinois Master Retirement Trust ("Seller")
and Newhew Associates ("Purchaser").
10H. Indemnity Agreement and Assignment of Leases entered into *
May 11, 1992 by and between Boston Safe Deposit and Trust
Company, as Trustee for the Owens-Illinois Master
Retirement Trust ("Seller") and Newhew Associates
("Purchaser").
10I. First Amendment to Newhew Associates Joint Venture *
Agreement dated as of May 8, 1992 by and between
California Property Investment Company and the Registrant.
10J. Assumption, Novation and Modification Agreement made as of *
May 12, 1992 by and between New England Mutual Life
Insurance Company, as Lender, Boston Safe Deposit and
Trust Company, as Trustee for the Owens Illinois Master
Retirement Trust and Newhew Associates, as Borrower.
10K. Secured Promissory Note in the principal amount of *
$1,150,000 by Newhew Associates to Principal Mutual Life
Insurance Company dated June 1992.
- -----------------------
10L. Deed of Trust, Security Agreement and Assignment of Rents *
dated June 1, 1992 between Newhew Associates, as Trustor,
Fidelity National Title Insurance Company, as Trustee, and
Principal
45
<PAGE>
Mutual Life Insurance Company, as Beneficiary.
EXHIBIT INDEX
Exhibit Page
Number Number
- ------ ------
10M. Assignment of Leases and Rents dated June 1992 by Newhew *
Associates, as Assignor, to Principal Mutual Life
Insurance Company, as Assignee.
10N. Assignment of Indemnification dated June 1992 by Newhew *
Associates to Principal Mutual Life Insurance Company.
10O. Assignment and Assumption and Indemnity Agreement dated *
January 1, 1996, by and between Hewson/Shasta Way L.P., a
California limited partnership ("Assignor"), Copley Realty
Income Partners 3; a Limited Partnership, a Massachusetts
limited partnership ("CRIP 3"), and Copley Realty Income
Partners 4; a Limited Partnership, a Massachusetts limited
partnership ("CRIP 4").
10P. First Amendment to General Partnership Agreement dated *
January 1, 1996, as amended to date (the "Partnership
Agreement") of Hewson Shasta Way Associates, a California
general partnership, by and among Hewson/Shasta Way L.P.,
a California limited partnership, Copley Realty Income
Partners 3; a Limited Partnership, a Massachusetts limited
partnership ("CRIP 3"), and Copley Realty Income Partners
4; a Limited Partnership, a Massachusetts limited
partnership ("CRIP 4").
27. Financial Data Schedule
- --------
* Previously filed and incorporated herein by reference.
46
<PAGE>
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.
COPLEY REALTY INCOME PARTNERS 4;
A LIMITED PARTNERSHIP
Date: March 28, 2000 By: /s/ Alison Husid Cutler
----------------------------------
Alison Husid Cutler
President of the
Managing General Partner
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 and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
President, Chief
/s/ Alison Husid Cutler Executive Officer and
- ------------------------------ Director of the Managing March 28, 2000
Alison Husid Cutler General Partner
/s/ Pamela J. Herbst Vice President and
- ------------------------------ Director of the Managing March 28, 2000
Pamela J. Herbst General Partner
/s/ J. Grant Monahon Vice President and
- ------------------------------ Director of the Managing March 28, 2000
J. Grant Monahon General Partner
/s/ James J. Finnegan
- ------------------------------ Vice President of the March 28, 2000
James J. Finnegan Managing General Partner
/s/ Karin J. Lagerlund Treasurer and Principal
- ------------------------------ Financial and Accounting
Karin J. Lagerlund Officer of the Managing March 28, 2000
General Partner
47
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,291,411
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,291,411
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,291,411
<CURRENT-LIABILITIES> 86,320
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,205,091
<TOTAL-LIABILITY-AND-EQUITY> 1,291,411
<SALES> 198,117
<TOTAL-REVENUES> 2,447,007
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 156,313
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,290,694
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,290,694
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,290,694
<EPS-BASIC> 190.08
<EPS-DILUTED> 190.08
</TABLE>
