Exhibit 13
Hutton/ConAm Realty Investors 4
1995 Annual Report 1995
Hutton/ConAm Realty Investors 4 is a California limited partnership formed in
1984 to acquire, operate and hold for investment multifamily housing
properties. At December 31, 1995, the Partnership's portfolio consisted of
four apartment properties located in Arizona, Florida and Texas. Provided
below is a comparison of average occupancy levels for the years ended December
31, 1995 and 1994.
Average Occupancy
Property Location 1995 1994
____________________________________________________________________
Pelican Landing Clearwater, Florida 97% 97%
River Hill Apartments Irving, Texas 96% 96%
Shadowood Village Jacksonville, Florida 95% 96%
Village at the Foothills II Tucson, Arizona 95% 95%
____________________________________________________________________
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 (select option 1) 800-223-3464 (select option 2)
Contents
1 Message to Investors
2 Performance Summary
3 Financial Highlights
4 Consolidated Financial Statements
7 Notes to the Consolidated Financial Statements
13 Report of Independent Accountants
14 Net Asset Valuation
MESSAGE TO INVESTORS
Presented for your review is the 1995 Annual Report for Hutton/ConAm Realty
Investors 4. In this report, we review Partnership operations and discuss
market conditions affecting the Partnership's properties. We have also
included a performance summary which addresses operating results at each of the
properties and financial highlights for the year.
Trails at Meadowlakes and Cypress Lakes Sales
- ---------------------------------------------
The most significant event during 1995 was the sale of Trails at Meadowlakes
and Cypress Lakes on July 20, 1995 to an unaffiliated institutional buyer. The
Partnership received net sales proceeds of $17,551,351 and recorded a gain of
$2,854,884 on the sale. The Partnership utilized $5,057,952 of the sales
proceeds to repay the outstanding principal and interest balance on the
mortgage secured by Trails at Meadowlakes.
Cash Distributions
- ------------------
The Partnership paid cash distributions totaling $122.50 per Unit for the year
ended December 31, 1995, including the fourth quarter distribution of $3.75 per
Unit, which was credited to your brokerage account or sent directly to you on
February 7, 1996. This amount also includes the special distribution of
$111.25 per Unit which was paid on August 22, 1995 and resulted primarily from
the sale of Trails at Meadowlakes and Cypress Lakes. Since inception, the
Partnership has paid cumulative cash distributions totaling $318.01 per
original $500 Unit including $94 per Unit in return of capital payments. The
level of future distributions will be evaluated on a quarterly basis and will
depend on the Partnership's operating results and future cash needs. It is
anticipated that cash from reserves may be required to fund a portion of
distributions during 1996 as a result of the expenditures for improvements
required at two of the Partnership's properties which are discussed in this
report.
Operations Overview
- -------------------
The solid recovery of multifamily housing in most regions of the country began
to level off during 1995. New construction intensified competition in many
areas with building permits for multifamily units up almost 22% in 1995
compared to 1994 levels. In addition, falling interest rates induced many
renters to purchase homes. Despite these trends, strong population and job
growth in the areas where the Partnership's properties are located helped
strengthen the demand for multifamily housing, and brought about improved
performance at the Partnership's properties. All four properties sustained
average occupancy rates for the year at or above 95% and recorded higher
average rental income from the prior year.
During 1996, we intend to implement an extensive improvement program to upgrade
the properties. This program, which includes exterior painting and landscaping
at Pelican Landing and interior improvements at Pelican Landing and Shadowood
Village, is intended to maintain each property's position within their
respective markets, which are growing increasingly competitive with the
addition of new apartment properties. This is particularly true in the Tucson
and Jacksonville markets where Village at the Foothills II and Shadowood
Village, respectively, are located. It is also hoped that these improvements
will allow for greater increases in rental rates, thereby improving each
property's revenue and ultimately their sales value. Updates on the
improvements at each property will be included in future correspondence.
Summary
- -------
Given favorable market conditions, particularly in Irving, Texas, the General
Partners will begin marketing River Hill Apartments during the next several
months. There can be no assurances that a sale will be completed or that any
particular price for the property can be obtained. In addition, we will
continue to seek to maintain high occupancy levels, implement rental rate
increases as conditions permit, and make property improvements to upgrade the
properties. We will keep you apprised of significant developments affecting
your investment in future reports.
Very truly yours,
Paul L. Abbott Daniel J. Epstein
President President
RI 3-4 Real Estate Services, Inc. Continental American Development Inc.
General Partner of ConAm Property
Services IV, Ltd.
March 27, 1996
PERFORMANCE SUMMARY
Pelican Landing, Clearwater, Florida
- ------------------------------------
This 204-unit complex, located in southeast Clearwater, achieved average
occupancy of 97% in 1995, unchanged from 1994. The stable occupancy coupled
with increases in rental rates on renewal units resulted in the property's
rental income increasing approximately 5% from 1994. Conditions in the market
remain strong despite the addition of several new apartment properties over the
past several years. Overall occupancy in the Clearwater market was 97% in the
third quarter of 1995, compared with 96% in the third quarter of 1994.
Aggressive marketing has minimized the effect the new construction has had on
the Partnership's property. During 1995, improvements at the property included
the replacement of carpeting and vinyl flooring in several units.
River Hill Apartments, Irving, Texas
- ------------------------------------
Located in the Las Colinas area of Irving, Texas, this 192-unit apartment
complex reported stable occupancy of 96% during 1995. The property's average
occupancy rate has remained consistent at 96% for the past three years. The
property's rental income increased approximately 5% from 1994 to 1995 as a
result of rental rate increases instituted on renewal units during the year.
Property improvements during 1995 included carpet, tile and wallpaper
replacement in several units. Repairs on a retaining wall at the property are
currently underway. The Las Colinas submarket, where River Hill is located,
had an average occupancy rate of 97% as of the third quarter of 1995, compared
to 96% a year earlier. Strong local market conditions have resulted in an
increase in the pace of new construction of multifamily properties with several
expected to compete directly with the Partnership's property. Given favorable
market conditions, the General Partners will begin marketing River Hill
Apartments during the next several months. There can be no assurances that a
sale will be completed or that any particular price for the property can be
obtained.
Shadowood Village, Jacksonville, Florida
- ----------------------------------------
Shadowood Village, a 110-unit apartment community, is situated in the
Baymeadows-Deerwood neighborhood of southeast Jacksonville. The average
occupancy level at Shadowood Village was 95% in 1995 compared with 96% during
1994. The slight decline in occupancy was offset by rate increases instituted
during the year, and rental income remained in line with 1994. Minimal
property improvements were performed during 1995, largely consisting of carpet
replacement. Market conditions in the Baymeadows-Deerwood area remain
competitive, with a number of newer apartment properties offering greater
amenities and commanding higher rents. Additionally, two new properties are
scheduled to open in the area during 1996. Although the use of rental
concessions diminished considerably in the last two years, asking rental rates
increased only 2% in 1995 in this submarket. Average occupancy in the market
increased from 93% in the second quarter of 1994 to 94% in the second quarter
of 1995.
Village at the Foothills II, Tucson, Arizona
- --------------------------------------------
Village at the Foothills II is a 120-unit apartment and townhouse community,
located in the Catalina Foothills, overlooking Tucson. Occupancy at this
property averaged 95% in 1995 unchanged from 1994. Rental income increased 5%
from 1994, reflecting rental rate increases on renewals and turnover during the
year. Property improvements during 1995 were minimal and consisted primarily
of carpet replacement in selected units and sealing of the parking lot. The
property continued to perform well despite intensifying competition in the
metro Tucson area brought on by new construction. Competition for tenants is
also increasing as renters take advantage of low interest rates on mortgages
and opt to purchase homes. Evidence of the intensifying competition can be
seen in the area's vacancy rate which has reached 8%, its highest level since
1990.
FINANCIAL HIGHLIGHTS
Selected Financial Data
- -----------------------
For the periods ended December 31,
(dollars in thousands, except per Unit data)
1995 1994 1993 1992 1991
- ---------------------------------------------------------------------------
Total Revenue $ 6,597 $ 7,633 $ 7,299 $ 7,020 $ 6,821
Gain on Sale of Properties 2,855 0 0 0 0
Net Income 3,260 985 724 719 456
Net Cash Provided by
Operating Activities 2,363 3,034 2,778 2,706 2,187
Long-term Obligations
at Year End 0 5,051 5,091 5,127 5,159
Total Assets at Year End 27,247 44,686 45,646 47,463 49,387
Net Income per
Limited Partnership Unit* 22.28 2.12 2.30 1.31 1.78
Distributions per
Limited Partnership Unit* 11.25 9.00 18.00 17.00 21.20
Special Distributions per
Limited Partnership Unit* 111.25 0 0 0 0
- ----------------------------------------------------------------------------
*128,110 Units outstanding
* Total revenue decreased from 1994 to 1995, primarily due to the July
1995 sale of Trails at Meadowlakes and Cypress Lakes. This was offset
partially by increased rental income at the four remaining properties
and higher interest income.
* The increase in net income from 1994 to 1995 is primarily attributable
to the gain recognized on the sale of Trails at Meadowlakes and Cypress
Lakes. The sales also resulted in decreases in nearly all major
expense categories.
Cash Distributions
Per Limited Partnership Unit
1995 1994
- ----------------------------------------------------------------------
Special Distributions* $ 111.25 $ 0
First Quarter 0 4.50
Second Quarter 3.75 4.50
Third Quarter 3.75 0
Fourth Quarter 3.75 0
------- ----
Total $ 122.50 $ 9.00
* On August 22, 1995, the Partnership paid a special cash distribution
totaling $111.25 per Unit, reflecting net proceeds received from the sale of
Trails and Meadowlakes and Cypress Lakes of $94 per Unit and excess cash
reserves of $17.25 per Unit which the General Partners determined could be
distributed since the loan secured by Trails at Meadowlakes was paid off.
Consolidated Balance Sheets
December 31, 1995 and 1994
Assets 1995 1994
- --------------------------------------------------------------------------
Investments in real estate:
Land $ 7,526,126 $ 12,088,984
Buildings and improvements 26,226,602 48,236,772
------------------------------
33,752,728 60,325,756
Less accumulated depreciation (8,958,549) (18,896,846)
------------------------------
24,794,179 41,428,910
Cash and cash equivalents 2,436,356 3,234,383
Other assets 16,206 22,527
------------------------------
Total Assets $ 27,246,741 $ 44,685,820
==============================
Liabilities and Partners' Capital
Liabilities:
Mortgage payable $ 0 $ 5,051,086
Distribution payable 587,171 0
Accounts payable and accrued expenses 168,831 137,009
Security deposits 143,040 288,335
Due to general partners and affiliates 32,209 54,369
------------------------------
Total Liabilities 931,251 5,530,799
------------------------------
Partners' Capital
General Partners 0 0
Limited Partners 26,315,490 39,155,021
------------------------------
Total Partners' Capital 26,315,490 39,155,021
------------------------------
Total Liabilities and
Partners' Capital $ 27,246,741 $ 44,685,820
==============================
Consolidated Statements of Partners' Capital
For the years ended December 31, 1995, 1994 and 1993
General Limited
Partners Partners Total
- -----------------------------------------------------------------------------
Balance at January 1, 1993 $ (757,472) $ 42,047,655 $ 41,290,183
Net income 429,056 294,454 723,510
Cash distributions (256,220) (2,305,980) (2,562,200)
------------------------------------------
Balance at December 31, 1993 (584,636) 40,036,129 39,451,493
Net income 712,746 271,882 984,628
Cash distributions (128,110) (1,152,990) (1,281,100)
------------------------------------------
Balance at December 31, 1994 0 39,155,021 39,155,021
Net income 405,680 2,853,944 3,259,624
Cash distributions (405,680) (15,693,475) (16,099,155)
-------------------------------------------
Balance at December 31, 1995 $ 0 $ 26,315,490 $ 26,315,490
===========================================
Consolidated Statements of Operations
For the years ended December 31, 1995, 1994 and 1993
Income 1995 1994 1993
- ------------------------------------------------------------------------------
Rental $ 6,351,434 $ 7,552,784 $ 7,249,001
Interest 245,330 79,860 50,212
------------------------------------------
Total Income 6,596,764 7,632,644 7,299,213
------------------------------------------
Expenses
Property operating 3,630,788 3,927,435 3,860,345
Loss on write-down of real estate 477,170 0 0
Depreciation 1,610,725 2,034,770 2,031,845
Interest 283,556 513,636 517,447
General and administrative 189,785 172,175 166,066
------------------------------------------
Total Expenses 6,192,024 6,648,016 6,575,703
------------------------------------------
Income from operations 404,740 984,628 723,510
Gain on sale of properties 2,854,884 0 0
Net Income $ 3,259,624 $ 984,628 $ 723,510
==========================================
Net Income Allocated:
To the General Partners $ 405,680 $ 712,746 $ 429,056
To the Limited Partners 2,853,944 271,882 294,454
------------------------------------------
Net Income $ 3,259,624 $ 984,628 $ 723,510
==========================================
Per limited partnership unit
(128,110 outstanding)
Income from operations $ 2.00 $ 2.12 $ 2.30
Gain on sale of property 20.28 0 0
------------------------------------------
Net Income $ 22.28 $ 2.12 $ 2.30
==========================================
Consolidated Statements of Cash Flows
For the years ended December 31, 1995, 1994 and 1993
Cash Flows from Operating Activities: 1995 1994 1993
- ------------------------------------------------------------------------------
Net income $ 3,259,624 $ 984,628 $ 723,510
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 1,610,725 2,034,770 2,031,845
Loss on write-down of real estate 477,170 0 0
Gain on sale of properties (2,854,884) 0 0
Increase (decrease) in cash arising
from changes in operating assets and
liabilities:
Other assets 6,321 (2,205) 0
Accounts payable and
accrued expenses 31,822 (1,600) (18,919)
Security deposits (145,295) 15,144 43,524
Due to general partners
and affiliates (22,160) 2,849 (2,323)
-----------------------------------
Net cash provided by operating activities 2,363,323 3,033,586 2,777,637
-----------------------------------
Cash Flows from Investing Activities:
Net proceeds from sale of properties 17,551,351 0 0
Additions to real estate (149,631) (39,087) (63,188)
-----------------------------------
Net cash provided by (used for)
investing activities 17,401,720 (39,087) (63,188)
-----------------------------------
Cash Flows from Financing Activities:
Mortgage principal payments (5,051,086) (39,742) (35,930)
Distributions (15,511,984) (1,921,650) (2,526,614)
-----------------------------------
Net cash used for financing activities (20,563,070) (1,961,392) (2,562,544)
-----------------------------------
Net increase (decrease) in cash and
cash equivalents (798,027) 1,033,107 151,905
Cash and cash equivalents at beginning
of year 3,234,383 2,201,276 2,049,371
-----------------------------------
Cash and cash equivalents at end of year $ 2,436,356 $3,234,383 $2,201,276
===================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 283,556 $ 513,636 $ 517,447
-----------------------------------
Notes to the Consolidated Financial Statements
For the years ended December 31, 1995, 1994 and 1993
1. Organization
Hutton/ConAm Realty Investors 4 (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 May
10, 1984. The Partnership was formed for the purpose of acquiring and
operating certain types of residential real estate. The general partners of
the Partnership are RI 3-4 Real Estate Services, Inc., an affiliate of Lehman
Brothers (see below), and ConAm Property Services IV, Ltd. ("ConAm"), an
affiliate of Continental American Properties, Ltd (the "General Partners").
The Partnership will continue until December 31, 2010 unless sooner terminated
pursuant to the terms of the Partnership Agreement.
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management business to Smith Barney, Harris Upham &
Co. Incorporated ("Smith Barney"). Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers").
The transaction did not affect the ownership of the General Partners. However,
the assets acquired by Smith Barney included the name "Hutton". Consequently,
effective October 8, 1993, the Hutton Real Estate Services VIII, Inc. General
Partner changed its name to RI 3-4 Real Estate Services, Inc.
On March 15, 1996, based upon, among other things, the advice of Partnership
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partners may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations. "Change
of Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partners. In determining the
amount of the distribution, the General Partners may take into account all
material factors. In addition, the Partnership will not be obligated to make
any distribution to any partner and no partner will be entitled to receive any
distribution until the General Partners have declared the distribution and
established a record date and distribution date for the distribution. The
Partnership filed a Form 8-K disclosing this resolution on March 21, 1996.
2. Significant Accounting Policies
Financial Statements. The consolidated financial statements include the
accounts of the Partnership and its affiliated ventures. The effect of
transactions between the Partnership and its ventures have been eliminated in
consolidation.
Real Estate Investments. Real estate investments are recorded at the lower of
cost, less accumulated depreciation or fair value and includes the initial
purchase price of the property, legal fees, acquisition and closing costs.
Leases are accounted for under the operating method. Under this method,
revenue is recognized as rentals are earned and expenses (including
depreciation) are charged to operations when incurred. Leases are generally
for terms of one year or less.
Depreciation is computed using the straight-line method based upon the
estimated useful lives of the properties. Maintenance and repairs are charged
to operations as incurred. Significant betterments and improvements are
capitalized and depreciated over their estimated useful lives.
For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
reflected in income for the period.
Accounting for Impairment. In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on
long-lived assets in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. FAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Partnership has
adopted FAS 121 in the fourth quarter of 1995.
Offering Costs. Costs relating to the sale of limited partnership units were
deferred during the offering period and charged to the limited partners'
capital accounts upon the consummation of the public offering.
Income Taxes. No provision for income taxes has been made in the financial
statements since income, losses and tax credits are passed through to the
individual partners.
Cash and Cash Equivalents. Cash equivalents consist of short-term highly
liquid investments which have maturities of three months or less from the date
of issuance. The carrying amount approximates fair value because of the short
maturity of these instruments. Cash and cash equivalents include security
deposits of $87,579 and $232,692 at December 31, 1995 and 1994 respectively,
restricted under certain state statutes.
Concentration of Credit Risk. Financial instruments which potentially subject
the Partnership to a concentration of credit risk principally consist of cash
and cash equivalents in excess of the financial institutions' insurance limits.
The Partnership invests available cash with high credit quality financial
institutions.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. The Partnership Agreement
The Partnership Agreement provides that net cash from operations, as defined,
will be distributed quarterly, 90% to the limited partners and 10% to the
General Partners.
Net loss and all depreciation for any fiscal year will be allocated 99% to the
limited partners and 1% to the General Partners.
Net income before depreciation will be allocated as follows:
(a) To the extent that net income from operations before depreciation does
not exceed the amount of net cash from operations distributable to the
partners with respect to such fiscal year, net income from operations
before depreciation shall be allocated among the partners, pro rata in
accordance with the amount of net cash from operations distributable to
each partner with respect to such fiscal year to the extent thereof; and
(b) To the extent that net income from operations before depreciation exceeds
the amount of net cash from operations distributable to the partners with
respect to such fiscal year, such excess shall be allocated (1) first, 100%
to the General Partners, pro rata, in an amount equal to the excess, if
any, of the General Partners' deficits, if any, in their capital accounts,
over an amount equal to 1% of the aggregate capital contributions to the
Partnership as reduced by the amount of the General Partners' capital
contributions, and (2) second, 99% to the limited partners and 1% to the
General Partners.
For the years ended December 31, 1995 and 1994, net income from operations
before depreciation exceeded net cash from operations distributable to the
partners by $414,090 and $1,738,298 respectively. Pursuant to the Partnership
Agreement and (b)(1) above, $4,141 and $597,962 of this excess was allocated to
the General Partners for the years ended December 31, 1995 and 1994,
respectively.
Net proceeds from sales or refinancing will be distributed 100% to the limited
partners until each limited partner has received an amount equal to his
adjusted capital value (as defined) and an annual, cumulative 7% return
thereon. The balance, if any, will be distributed 85% to the limited partners
and 15% to the General Partners.
4. Real Estate Investments
Real estate investments consist of four residential apartment complexes
acquired either directly or through investments in joint ventures and limited
partnerships as follows:
Apartment Date Purchase
Property Name Units Location Acquired Price
- ---------------------------------------------------------------------
Pelican Landing 204 Clearwater, FL 3/28/85 $ 12,179,329
Village at the
Foothills II 120 Tucson, AZ 5/30/85 7,216,400
River Hill
Apartments 192 Irving, TX 6/12/85 11,488,015
Shadowood Village 110 Jacksonville, FL 7/3/86 5,400,000
- ---------------------------------------------------------------------
Pelican Landing Apartments was acquired directly by the Partnership. Village
at the Foothills II was acquired through a joint venture with an unaffiliated
developer and River Hill Apartments and Shadowood Village were acquired through
limited partnerships with unaffiliated developers. To each limited partnership
and joint venture, the Partnership assigned its rights to acquire the above
properties and contributed cash equal to the purchase price of the properties.
The Partnership's partners did not make initial capital contributions to these
limited partnerships and joint ventures. On July 20, 1995, the Partnership sold
Trails at Meadowlakes and Cypress Lakes (the "Properties"). Trails at
Meadowlakes and Cypress Lakes sold for $8,940,000 and $8,825,000, respectively,
to an institutional buyer (the "Buyer"), which is unaffiliated with the
Partnership. The selling price was determined by arm's length negotiations
between the Partnership and the Buyer. The Partnership received net proceeds
of $17,551,351 from the transaction of which $5,057,952, representing
outstanding principal and interest, was used to fully satisfy the Partnership's
mortgage obligation on Trails at Meadowlakes. The transaction resulted in a
gain on sale of $2,854,884 for financial statement purposes.
On August 22, 1995, the Partnership paid a special distribution of $14,252,238
to the limited partners. The special distribution was comprised of net
proceeds from the sale of the Properties and from Partnership cash reserves.
Based on the adoption of FAS 121, the Partnership recorded a write-down of
$477,170 to reduce the carrying value of River Hill Apartments to its estimated
fair value. The impairment was caused by the need for necessary property
improvements and changing market conditions.
The initial joint venture and limited partnership agreements of Village at the
Foothills II, River Hill Apartments and Shadowood Village substantially provide
that:
a. Net cash from operations of Village at the Foothills II and River Hill
Apartments will be distributed 100% to the Partnership until it has received
an annual, noncumulative return of 10% and 12%, respectively, on its
adjusted capital contribution. Any remaining balance will be distributed
60% to the Partnership and 40% to the co-venturer. Net cash from operations
of Shadowood Village will be distributed 100% to the Partnership.
b. Net income of the joint ventures and limited partnerships will be allocated
to the Partnership and the co-venturers basically in accordance with the
distribution of net cash from operations. All net losses and depreciation
will be allocated to the Partnership.
c. Net proceeds from a sale or refinancing of Village at Foothills II will be
distributed 100% to the Partnership, until it has received an amount equal
to 120% of its adjusted capital contribution. Distributions will then be
made 75% to the Partnership and 25% to the co-venturer, until the
Partnership has received an additional 120% of the Partnership's adjusted
capital contribution. Any remaining balance will be distributed 50% to the
Partnership and 50% to the co-venturer.
Net proceeds from a sale or refinancing of River Hill Apartments will be
distributed 100% to the Partnership, until it has received an amount equal
to 110% of its adjusted capital contribution. Distributions will then be
made 75% to the Partnership and 25% to the co-venturer, until the
Partnership has received an additional 110% of the Partnership's adjusted
capital contribution. Any remaining balance will be distributed 50% to the
Partnership and 50% to the co-venturer.
Net proceeds from a sale or refinancing of Shadowood Village will be
distributed 100% to the Partnership, until it has received an amount equal
to 120% of its adjusted capital contribution. Any remaining balance will be
distributed 50% to the Partnership and 50% to the co-venturer.
The amended joint venture and limited partnership agreements of Village at the
Foothills II and Shadowood Village substantially provide that:
a. Available cash from operations will be distributed 100% to the Partnership
until it has received its annual, noncumulative preferred return, as
defined. Any remaining balance will be distributed 99% to the Partnership
and 1% to the corporate General Partners.
b. Net income will be allocated first, proportionately to partners with
negative capital accounts, as defined, until such capital accounts, as
defined, have been increased to zero; then, to the Partnership up to the
amount of any payments made on account of its preferred return; thereafter,
99% to the Partnership and 1% to the corporate General Partners. All losses
will be allocated first to the partners with positive capital accounts, as
defined, until such accounts have been reduced to zero and, then, 99% to the
Partnership and 1% to the corporate General Partners.
c. Income from a sale will be allocated to the Partnership until the
Partnership's capital accounts, as defined, are equal to the fair market
value of the venture's assets at the date of the amendments; then, any
remaining balance will be allocated 99% to the Partnership and 1% to the
corporate General Partners. Net proceeds from a sale or refinancing will be
distributed first to the partners with a positive capital account balance,
as defined; thereafter, 99% to the Partnership and 1% to the corporate
General Partners.
5. Mortgage Payable
On July 19, 1985, the Partnership obtained financing of $5,200,000,
collateralized by a first mortgage encumbering Trails at MeadowLakes. The loan
had an initial term of five years bearing interest at an annual rate of 12.50%
with monthly payments of interest only. The loan was extended in 1990 for an
additional five years bearing interest at a rate of 10.125% with monthly
principal and interest payments. On July 20, 1995 the partnership closed on the
sale of Trails at Meadowlakes and used a portion of the sales proceeds to
satisfy the Partnership's outstanding mortgage obligation of $5,029,661.
6. Transactions with Related Parties
The following is a summary of fees earned and reimbursable expenses paid for
the years ended December 31, 1995 1994 and 1993, and the unpaid portion at
December 31, 1995:
Unpaid at
December 31, Earned
1995 1995 1994 1993
- ----------------------------------------------------------------------------
Reimbursement of:
Out-of-pocket expenses $ 0 $ 3,541 $ 2,227 $ 2,465
Administrative salaries
and expenses 12,607 54,959 41,693 33,019
Property operating salaries 0 411,731 610,064 581,922
Property management fees 19,602 322,934 378,727 363,258
------------------------------------------
$ 32,209 $793,165 $1,032,711 $ 980,664
==========================================
The above amounts have been paid and/or accrued to the General Partners and
affiliates as follows:
Unpaid at
December 31, Earned
1995 1995 1994 1993
- ------------------------------------------------------------------------------
RI 3-4 Real Estate Services, Inc. $ 12,607 $ 58,500 $ 43,920 $ 35,484
ConAm and affiliates 19,602 734,665 988,791 945,180
--------------------------------------------
$ 32,209 $ 793,165 $1,032,711 $ 980,664
============================================
7. Reconciliation of Financial Statement and Tax Information
The following is a reconciliation of the net income for financial statement
purposes to net income for federal income tax purposes for the years ended
December 31, 1995, 1994 and 1993:
1995 1994 1993
- -----------------------------------------------------------------------------
Net income per financial statements $ 3,259,624 $ 984,628 $ 723,510
Depreciation deducted for tax
purposes in excess of
depreciation expense per
financial statements (105,426) (159,133) (386,409)
Tax basis joint venture net loss
in excess of GAAP basis joint
venture net income (103,451) (106,637) (105,138)
Financial statement loss on
write-down of real estate over
tax basis loss on write-down of
real estate 477,170 0 0
Gain on sale of properties
for tax purposes in excess of
gain per financial statements 5,305,729 0 0
Other 470 (25,567) 34,227
------------------------------------
Taxable net income $ 8,834,116 $ 693,291 $ 266,190
====================================
The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital for federal income tax purposes as of December
31, 1995, 1994 and 1993:
1995 1994 1993
- ------------------------------------------------------------------------------
Partners' capital per financial
statements $ 26,315,490 $ 39,155,021 $ 39,451,493
Adjustment for cumulative
difference between tax basis
net income and net income
per financial statements (1,635,149) (7,209,641) (6,918,304)
----------------------------------------
Partners' capital per tax return $ 24,680,341 $ 31,945,380 $ 32,533,189
========================================
8. Distributions Paid
Cash distributions, per the consolidated statements of partners' capital, are
recorded on the accrual basis, which recognizes specific record dates for
payments within each calendar year. The consolidated statements of cash flows
recognize actual cash distributions paid during the calendar 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 December 31,
- ------------------------------------------------------------------------------
1995 $ 0 $ 16,099,155 $ 15,511,984 $ 587,171
1994 640,550 1,281,100 1,921,650 0
1993 604,964 2,562,200 2,526,614 640,550
- ------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Hutton/ConAm Realty Investors 4:
We have audited the consolidated balance sheets of Hutton/ConAm Realty
Investors 4, a California limited partnership, and Consolidated Ventures as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 1995. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hutton/ConAm Realty Investors 4, a California limited partnership, and
Consolidated Ventures as of December 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the financial statements, the Partnership adopted the
provisions of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," in 1995.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 1, 1996
Comparison of Acquisition Costs to Appraised Value and Determination of
Net Asset Value Per $406 Unit at December 31, 1995 (Unaudited)
Acquisition Cost
(Purchase Price Partnership's
Plus General Share of
Partners' December 31,
Acquisition 1995 Appraised
Property Date of Acquisition Fees) Value (1)
- ----------------------------------------------------------------------------
Pelican Landing 03-28-85 $ 12,700,000 $ 11,300,000
Village at the Foothills II 05-30-85 7,376,000 4,700,000
River Hill Apartments 06-12-85 12,016,575 7,700,000
Shadowood Village 07-03-86 5,649,540 4,350,000
--------------------------
$ 37,742,115 $ 28,050,000
--------------------------
Cash and cash equivalents 2,436,356
Other assets 16,206
----------
30,502,562
Less:
Total liabilities (931,251)
----------
Partnership Net Asset Value (2) $ 29,571,311
----------
Net Asset Value Allocated:
Limited Partners $ 29,571,311
General Partners 0
----------
$ 29,571,311
----------
Net Asset Value Per Unit (128,110 units outstanding) $230.83
=======
(1) This represents the Partnership's share of the December 31, 1995 Appraised
Values which were determined by an independent property appraisal firm.
(2) The Net Asset Value assumes a hypothetical sale at December 31, 1995 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 is likely to 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.
HUTTON/CONAM REALTY INVESTORS 4
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1995
Cost Capitalized
Subsequent
Initial Cost to Partnership To Acquisition
--------------------------- -------------
Land
Buildings and Buildings and
Description Encumbrances Land Improvements Improvements
- -----------------------------------------------------------------------------
Residential Property:
Partnership Owned:
Pelican Landing
Clearwater, FL $ 0 $ 3,484,946 $ 9,422,260 $ (23,595)
Consolidated Ventures:
River Hill Apts.
Irving, TX 0 3,059,866 9,060,195 78,572
Provision for loss
Village at Foothills II
Tucson, AZ 0 1,584,049 5,838,595 11,134
Shadowood Village
Jacksonville, FL 0 566,000 5,125,065 44,274
-----------------------------------------------------
$ 0 $ 8,694,861 $29,446,115 $ 110,385
=====================================================
Gross Amount at Which Carried at
Close of Period
---------------------------------
Buildings and Accumulated
Description Land Improvements Total Depreciation
- ------------------------------------------------------------------------------
Residential Property:
Partnership Owned:
Pelican Landing
Clearwater, FL $ 3,474,525 $ 9,409,086 $ 12,883,611 $ 4,262,993
Consolidated Ventures:
River Hill Apts.
Irving, TX 3,060,810 9,137,823 12,198,633 4,021,463
Provision for loss (1,162,447) (3,336,186) (4,498,633) 0
Village at Foothills II
Tucson, AZ 1,583,964 5,849,814 7,433,778 2,602,082
Shadowood Village
Jacksonville, FL 569,274 5,166,065 5,735,339 2,093,474
--------------------------------------------------------
$7,526,126 $ 26,226,602 $ 33,752,728 $ 8,958,549
========================================================
(1) (2)
Life on which
Depreciation
in Latest
Date of Date Income Statements
Description Construction Acquired is Computed
- -----------------------------------------------------------------------------
Residential Property:
Partnership Owned:
Pelican Landing
Clearwater, FL 1984 - 1985 3/11/87 (3)
Consolidated Ventures:
River Hill Apts.
Irving, TX 1984 - 1985 6/12/85 (3)
Village at Foothills II
Tucson, AZ 1984 - 1985 5/30/85 (3)
Shadowood Village
Jacksonville, FL 1985 - 1986 7/3/86 (3)
(1) Represents aggregate cost for both financial reporting and Federal
income tax purposes.
(2) The amount of accumulated depreciation for Federal income tax purposes
is $21,724,496.
(3) Buildings and improvements - 25 years; personal property - 10 years.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1995, 1994 and 1993:
Real Estate investments: 1995 1994 1993
- -----------------------------------------------------------------------------
Beginning of year $ 60,325,756 $ 60,286,669 $ 60,223,481
Additions 149,631 39,087 63,188
Write-down (4,498,633) 0 0
Dispositions (22,224,026) 0 0
------------------------------------------
End of year $ 33,752,728 $ 60,325,756 $ 60,286,669
==========================================
Accumulated Depreciation:
Beginning of year $ 18,896,846 $ 16,862,076 $ 14,830,231
Dispositions (7,527,559) 0 0
Write-down (4,021,463) 0 0
Depreciation expense 1,610,725 2,034,770 2,031,845
------------------------------------------
End of year $ 8,958,549 $ 18,896,846 $ 16,862,076
==========================================
Report of Independent Accountants
Our report on the consolidated financial statements of Hutton/ConAm Realty
Investors 4, a California limited partnership, and Consolidated Ventures has
been incorporated by reference in this Form 10-K from the Annual Report to
unitholders of Hutton/ConAm Realty Investors 4 for the year ended December 31,
1995. 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 1, 1996