Hutton/ConAm Realty Investors 4
Annual Report 1996
Exhibit 13
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, 1996, the Partnership's portfolio
consisted of four apartment properties located in
Arizona, Texas and Florida. Provided below is a
comparison of average occupancy levels for the years
ended December 31, 1996 and 1995.
Average Occupancy
Property Location 1996 1995
Pelican Landing Clearwater, Florida 97% 97%
River Hill Apartments Irving, Texas 96% 96%
Shadowood Village Jacksonville, Florida 95% 95%
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 800-223-3464
Message to Investors
----------------------
Presented for your review is the 1996 Annual Report for Hutton/ConAm Realty
Investors 4. In this report, we review Partnership operations and discuss
general 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.
Property Update
The Partnership signed a contract dated January 24, 1997 to sell River Hill
Apartments to an unaffiliated institutional investor. However, on March 17,
1997, the General Partners opted to allow the prospective buyer to exercise its
right to terminate the purchase agreement. The General Partners have since
resumed marketing River Hill Apartments for sale.
Operations Overview
Multi-family real estate continued to perform well during 1996, with property
values and apartment rents increasing in many areas of the country. In
particular, Jacksonville and Clearwater were among the strongest multifamily
housing markets in the country. The improving conditions prompted a rise in
new construction in the markets where the Partnership owns properties, causing
a slowdown in leasing activity towards the end of the year. In Tucson, market
conditions were also impacted by new construction and the decision of many
renters to purchase homes. This increased the use of rent specials to attract
new tenants at many apartment properties, including Village at the Foothills
II. Nonetheless, all of the Partnership's properties maintained average
occupancy levels for the year of at least 95%, and the Partnership's rental
income for the four properties increased by 3.1% from the previous year. It is
expected that the competitive conditions will persist in each market in 1997,
but continued economic growth and a slowdown in construction should prevent
these areas from becoming significantly overbuilt.
Cash Distributions
The Partnership paid cash distributions totaling $15 per Unit for the year
ended December 31, 1996, including the fourth quarter distribution of $3.75 per
Unit, which was credited to your brokerage account or sent directly to you on
February 5, 1997. Since inception, the Partnership has paid distributions
totaling $333.01 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. Given the anticipated sale of River Hill Apartments and the
corresponding reduction in the Partnership's cash flow, we expect that the
level of cash distributions will be reduced to reflect cash flow from the
remaining three properties.
General Information
As you are probably aware, several third parties have commenced partial tender
offers to purchase Units of the Partnership at grossly inadequate prices which
are substantially below the Partnership's Net Asset Value. In response, we
recommended that limited partners reject these offers because they do not
reflect the underlying value of the Partnership's assets. To date, holders of
over 98% of the outstanding Units agreed that these offers were inadequate,
rejected the offers and did not tender their Units. Please be assured that if
any additional tender offers are made for your Units, we will make every effort
to provide you with our position regarding such offer on a timely basis.
Summary
We will continue to explore opportunities to sell the Partnership's remaining
properties within the next few years. Assuming these efforts are successful,
we would expect to distribute the sales proceeds and subsequently dissolve the
Partnership in 1998 or 1999. However, meeting this objective will be dependent
upon a variety of factors, many of which are not within the Partnership's
control. Consequently, there can be no assurance that any specific property or
all the properties can be sold, or that certain prices will be achieved, within
this time frame. In the interim, we will seek to maximize the performance of
the properties and further improve their marketability and appeal. We will
keep you apprised of significant developments affecting your investment in
future reports.
Very truly yours,
/s/ Paul L. Abbott /s/ Daniel J. Epstein
Paul L. Abbott Daniel J. Epstein
President President
RI 3-4 Real Estate Services Inc. Continental American Development, Inc.
General Partner of ConAm Property
Services IV, Ltd.
March 26, 1997
Performance Summary
---------------------
Pelican Landing - Clearwater Florida
This 204-unit apartment complex maintained strong operating results in 1996,
with average occupancy of 97%, unchanged for the third consecutive year, and a
2% increase in rental income from 1995. These favorable operating results
reflect the continued strength of the Clearwater apartment market. Overall
occupancy in Pinellas County was 96% in the third quarter of 1996, compared
with 97% a year earlier, and rental rates increased by approximately 6% during
the same period. In keeping with Pinellas County averages, rental rates in
Pelican Landing's submarket also increased by 6% from 1995 to 1996. New
construction has remained minimal with only 374 units permitted for the first
nine months of 1996, and it is not expected that there will be significant new
construction in the foreseeable future. The minimal new construction coupled
with an increasing population are expected to result in continuing strong
market conditions.
River Hill Apartments - Irving, Texas
River Hill Apartments reported stable occupancy of 96% in 1996, unchanged for
the fourth consecutive year. Rental rate increases were instituted on renewal
units during the year, bringing about a 6% increase in rental income from 1995
to 1996. River Hill is located in the Las Colinas submarket of Irving, which
reported average occupancy of 95% as of the second quarter of 1996, compared
with 96% in third quarter of 1995. While average rental rates in the overall
Dallas market increased 5% from the second quarter of 1995 to the second
quarter of 1996, the Las Colinas submarket reported a 1% decrease during the
same period. Although approximately 1,020 units have been approved for
construction in the Las Colinas submarket, a two-year building moratorium
instituted in the market during 1995 remains in effect. Nonetheless,
competition for tenants remains strong as there are a number of competing
properties within River Hill's submarket.
Shadowood Village - Jacksonville, Florida
Shadowood Village is a 110-unit luxury apartment complex located in an
oceanside residential area in Jacksonville. The property reported an average
occupancy level of 95% in 1996, unchanged from 1995, and a 3.8% increase in
rental income from the prior year. Property improvements for the year included
carpet replacement, irrigation repairs and other improvements to maintain the
property's competitive position.
Favorable market conditions in the Jacksonville area have led to an increase in
new multifamily construction, including five complexes with more than 1,400
units proposed for the near future. Furthermore, there were more total units
permitted (1,597) for new construction in the first half of 1996 than in any
full year since 1991. Nonetheless, the robust Jacksonville economy and strong
population growth is expected to keep pace with the new supply and it is
expected that the apartment market will remain relatively stable in 1997.
Village at the Foothills II - Tucson, Arizona
This 120-unit apartment community is situated near the prestigious "foothills"
section of Tucson. Village at the Foothills II competes with a number of
apartment complexes and condominium developments within the Tucson area. The
property reported an average occupancy of 95% in 1996, unchanged from 1995.
While Tucson's economy began to slow in 1995 and 1996, construction of
multifamily properties has increased significantly. The addition of new
properties is beginning to put downward pressure on occupancy rates and
limiting rental rate increases. The increased competition has also led to the
reemergence of rental incentives. In addition, the multifamily market has been
unfavorably impacted by relatively low interest rates which has made home
ownership a viable alternative for renters. A local survey of metropolitan
Tucson conducted in the second quarter of 1996 showed an average occupancy rate
of 88.9% among multifamily properties, down from 91.1% at the same period in
1995. In the Catalina Foothills submarket where Village at the Foothills II is
located, occupancy rates declined from 91% in the second quarter of 1995 to
84.5% in the same period in 1996. Financial Highlights
Selected Financial Data
For the periods ended December 31, 1996 1995 1994 1993 1992
Dollars in thousands,
except for per unit data
Total Income $ 4,926 $ 6,597 $ 7,633 $ 7,299 $ 7,020
Gain on Sale of Properties - 2,855 - - -
Net Income 1,023 3,260 985 724 719
Net Cash Provided by
Operating Activities 2,137 2,363 3,034 2,778 2,706
Long-term Obligations at Year End - - 5,051 5,091 5,127
Total Assets at Year End 26,010 27,247 44,686 45,646 47,463
Net Income per
Limited Partnership Unit* 6.32 22.28 2.12 2.30 1.31
Distributions per
Limited Partnership Unit* 15.00 11.25 9.00 18.00 17.00
Special Distributions per
Limited Partnership Unit* - 111.25 - - -
* 128,110 units outstanding
- - Total income decreased in 1996 primarily due to the July 1995 sale of Trails
at Meadowlakes and Cypress Lakes. This was partially offset by increased
rental income at the three of the four remaining properties.
- - The decline in net income in 1996 is primarily attributable to the $2,854,884
gain recognized on the sale of Trails at Meadowlakes and Cypress Lakes in
1995. Excluding the gain, the Partnership generated income from operations
of $404,740 for the year ended December 31, 1995, as compared to $1,022,553
in 1996.
Cash Distributions
Per Limited Partnership Unit
1996 1995
Special Distributions* $ _ $ 111.25
First Quarter 3.75 _
Second Quarter 3.75 3.75
Third Quarter 3.75 3.75
Fourth Quarter 3.75 3.75
Total $ 15.00 $ 122.50
*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 at 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 At December 31, At December 31,
1996 1995
Assets
Property:
Land $ 5,627,763 $ 7,526,126
Building and improvements 20,448,021 26,226,602
26,075,784 33,752,728
Less accumulated depreciation (9,754,730) (8,958,549)
16,321,054 24,794,179
Property held for disposition 7,358,300 -
Cash and cash equivalents 2,314,876 2,436,356
Other assets 15,370 16,206
Total Assets $26,009,600 $27,246,741
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 108,269 $ 181,438
Distribution payable 533,792 587,171
Due to general partners and affiliates 20,443 19,602
Security deposits payable 144,220 143,040
Total Liabilities 806,724 931,251
Partners' Capital:
General Partners - -
Limited Partners 25,202,876 26,315,490
Total Partners' Capital 25,202,876 26,315,490
Total Liabilities and Partners' Capital $26,009,600 $27,246,741
Consolidated Statement of Partners' Capital (Deficit)
For the years ended December 31, 1996, 1995 and 1994
General Limited
Partners Partners Total
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 - 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 - 26,315,490 26,315,490
Net Income 213,517 809,036 1,022,553
Cash distributions (213,517) (1,921,650) (2,135,167)
Balance at December 31, 1996 $ - $ 25,202,876 $ 25,202,876
Consolidated Statements of Operations
For the years ended December 31, 1996 1995 1994
Income
Rental $4,778,238 $6,351,434 $7,552,784
Interest and other 148,102 245,330 79,860
Total Income 4,926,340 6,596,764 7,632,644
Expenses
Property operating 2,545,471 3,630,788 3,927,435
Loss on write-down of real estate - 477,170 -
Depreciation 1,184,781 1,610,725 2,034,770
Interest - 283,556 513,636
General and administrative 173,535 189,785 172,175
Total Expenses 3,903,787 6,192,024 6,648,016
Income from operations 1,022,553 404,740 984,628
Gain on sale of properties - 2,854,884 -
Net Income $1,022,553 $3,259,624 $ 984,628
Net Income Allocated:
To the General Partners $ 213,517 $ 405,680 $ 712,746
To the Limited Partners 809,036 2,853,944 271,882
$1,022,553 $3,259,624 $ 984,628
Per limited partnership unit
(128,110 outstanding)
Income from operations $ 6.32 $ 2.00 $ 2.12
Gain on sale - 20.28 -
Net Income $ 6.32 $ 22.28 $ 2.12
Consolidated Statements of Cash Flows
For the years ended December 31, 1996 1995 1994
Cash Flows From Operating Activities:
Net Income $ 1,022,553 $ 3,259,624 $ 984,628
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 1,184,781 1,610,725 2,034,770
Loss on write-down of real estate - 477,170 -
Gain on sale of properties - (2,854,884) _
Increase (decrease) in cash arising
from changes in operating assets and
liabilities:
Other assets 836 6,321 (2,205)
Accounts payable and accrued expenses (73,169) 21,651 1,041
Security deposits payable 1,180 (145,295) 15,144
Due to affiliates 841 (11,989) 208
Net cash provided by operating activities 2,137,022 2,363,323 3,033,586
Cash Flows From Investing Activities:
Net proceeds from sale of properties - 17,551,351 -
Additions to real estate (69,956) (149,631) (39,087)
Net cash provided by (used for) investing
activities (69,956) 17,401,720 (39,087)
Cash Flows From Financing Activities:
Mortgage principal payments - (5,051,086) (39,742)
Distributions (2,188,546) (15,511,984) (1,921,650)
Net cash used for financing activities (2,188,546) (20,563,070) (1,961,392)
Net increase (decrease) in cash and cash
equivalents (121,480) (798,027) 1,033,107
Cash and cash equivalents, beginning of
period 2,436,356 3,234,383 2,201,276
Cash and cash equivalents, end of period $ 2,314,876 $ 2,436,356 $ 3,234,383
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the period for interest $ - $ 283,556 $ 513,636
Notes to the Consolidated Financial Statements
December 31, 1996, 1995 and 1994
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 legal counsel,
Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution
that states, among other things, if 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.
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. Cost 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 used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. FAS 121 also addresses the accounting
for long- lived assets that are expected to be disposed of. Assets held for
disposition are recorded at the lessor of carrying value or fair market value
less costs to sell. The Partnership adopted FAS 121 in the fourth quarter of
1995.
Property Held for Disposition - During the fourth quarter of 1996 River Hill
Apartments was reclassified to "Property held for disposition" at its net book
value. Accordingly, River Hill Apartments will no longer be depreciated.
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 $91,641 and $87,579 at December 31, 1996 and 1995 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.
Reclassifications - Certain prior year amounts have been reclassed to conform
to the current year's presentation.
3. The Partnership Agreement
The Partnership Agreement provides that net cash from operations, as defined,
will be distributed quarterly, 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.
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.
On January 24, 1997, the Partnership executed an agreement for the purchase and
sale of River Hill Apartments with an institutional investor. However, on
March 17, 1997, the General Partners opted to allow the prospective buyer to
exercise its right to terminate the purchase agreement. The General Partners
have since resumed marketing River Hill Apartments for sale. Accordingly, River
Hill Apartments has been reclassified on the balance sheet as "Property held
for disposition" at its net book value.
Based on the adoption of FAS 121, the Partnership recorded a write-down of
$477,170 in 1995 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 limited partnership agreement of River Hill Apartments substantially
provides that:
a. Net cash from operations of River Hill Apartments will be distributed
100% to the Partnership until it has received an annual, noncumulative
return of 10% on its adjusted capital contribution. Any remaining balance
will be distributed 60% to the Partnership and 40% to the co-venturer.
b. Net income of the limited partnership 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 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.
The 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, 1996, 1995 and 1994, and the unpaid portion at
December 31, 1996:
Unpaid at
December 31, Earned
1996 1996 1995 1994
RI 3-4 Real Estate Services, Inc.
and affiliates:
Out-of-pocket expenses $ - $ 724 $ 3,541 $ 2,227
ConAm and affiliates:
Property operating salaries - 307,565 411,731 610,064
Property management fees 20,443 239,560 322,934 378,727
Total $20,443 $547,849 $738,206 $991,018
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, 1996, 1995 and 1994:
1996 1995 1994
Net income per financial statements $ 1,022,553 $ 3,259,624 $ 984,628
Depreciation deducted for tax
purposes in excess of
depreciation expense per
financial statements (92,628) (105,426) (159,133)
Tax basis joint venture net loss
in excess of GAAP basis joint
venture net income (104,176) (103,451) (106,637)
Financial statements loss on
write-down of real estate over
tax basis loss on write-down of
real estate - 477,170 -
Gain on sale of properties
for tax purposes in excess of
gain per financial statements - 5,305,729 -
Other (2,213) 470 (25,567)
Taxable net income $ (823,536)$ 8,834,116 $ 693,291
The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital for federal income tax purposes as of December
31, 1996, 1995 and 1994:
1996 1995 1994
Partners' capital per
financial statements $25,202,876 $26,315,490 $39,155,021
Adjustment for cumulative
difference between tax basis
net income and net income
per financial statements (1,834,166) (1,635,149) (7,209,641)
Partners' capital per tax return $23,368,710 $24,680,341 $31,945,380
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,
1996 $587,171 $ 2,135,167 $ 2,188,546 $ 533,792
1995 - 16,099,155 15,511,984 587,171
1994 640,550 1,281,100 1,921,650 -
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, 1996 and 1995, and the related consolidated statements of
operations, partners' capital and cash flows for each of the three years in the
period ended December 31, 1996. These consolidated financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hutton/ConAm Realty Investors 4, a California limited partnership, and
Consolidated Ventures as of December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 14, 1997
Net Asset Valuation
---------------------
Comparison of Acquisition Costs to Appraised Value and
Determination of
Net Asset Value Per $406 Unit at December 31, 1996 (Unaudited)
Acquisition Cost
(Purchase Price Partnership's
Plus General Share of
Partners' December 31,
Date of Acquisition 1996 Appraised
Property Acquisition Fees) Value (1)
Pelican Landing 03-28-85 $ 12,700,000 $ 11,200,000
Village at the Foothills II 05-30-85 7,376,000 4,600,000
River Hill Apartments 06-12-85 12,016,575 7,500,000
Shadowood Village 07-03-86 5,649,540 4,400,000
$ 37,742,115$ 27,700,000
Cash and cash equivalents 2,314,876
Other assets 15,370
30,030,246
Less:
Total liabilities (806,724)
Partnership Net Asset Value (2) $ 29,223,522
Net Asset Value Allocated:
Limited Partner $ 29,223,522
General Partners -
$ 29,223,522
Net Asset Value Per Unit (128,110 units outstanding) $228.11
(1) This represents the Partnership's share of the December 31, 1996 Appraised
Values which were determined by an independent property appraisal firm.
(2) The Net Asset Value assumes a hypothetical sale at December 31, 1996 of all
the Partnership's properties at a price based upon their value as a rental
property as determined by an independent property appraisal firm, and the
distribution of the proceeds of such sale, combined with the Partnership's
cash after liquidation of the Partnership's liabilities, to the Partners.
Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different. A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable. In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties. As a result of these factors and the illiquid
nature of an investment in Units of the Partnership, the variation between the
appraised value of the Partnership's properties and the price at which Units of
the Partnership could be sold 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.
Schedule III - Real Estate Investments and Property Held for Disposition:
December 31, 1996
Village
Residential Property: Pelican at the River Hill Shadowood
Consolidated Ventures: Landing Foothills Apts Village Total
Location Clearwater Irving Tucson Jacksonville na
,FL ,TX ,AZ ,FL
Construction date 1984-1985 1984-1985 1984-1985 1985-1986 na
Acquisition date 03-11-87 06-12-85 05-30-85 07-03-86 na
Life on which depreciation
in latest income statements
is computed (3) (3) (3) (3) na
Encumbrances - - - - -
Initial cost to Partnership:
Land $ 3,484,946 $1,584,049 $3,059,866 $ 566,000$ 8,694,861
Buildings and
improvements 9,422,260 5,838,595 9,060,195 5,125,065 29,446,115
Costs capitalized
subsequent to acquisition:
Land, buildings
and improvements (539) 11,134 125,472 44,274 180,341
Write-down (4) - - (4,498,633) - (4,498,633)
Elimination of
accumulated depreciation - - (388,600) - (388,600)
Gross amount at which
carried at close of period:
Land $ 3,474,525 $1,583,964 $1,898,363 $ 569,274$ 7,526,126
Buildings and
improvements 9,432,142 5,849,814 5,459,937 5,166,065 25,907,958
12,906,667 7,433,778 7,358,300 5,735,339 33,434,084
Accumulated
depreciation 4,624,707 2,827,357 - 2,302,666 9,754,730
(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
$23,106,082.
(3) Buildings and improvements - 25 years; personal property - 10 years.
(4) In 1995, the Partnership recorded a write-down to reduce the carrying
value of River Hill Apartments to its estimated fair value.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1996, 1995, and 1994 follows:
1996 1995 1994
Real estate investments and property
held for disposition:
Beginning of year $33,752,728 $60,325,756 $60,286,669
Additions 69,956 149,631 39,087
Write-down - (4,498,633) -
Dispositions - (22,224,026) -
Reclassification to held for
disposition (388,600) - -
End of year $33,434,084 $33,752,728 $60,325,756
Accumulated depreciation:
Beginning of year $ 8,958,549 $18,896,846 $16,862,076
Depreciation expense 1,184,781 1,610,725 2,034,770
Elimination of accumulated depreciation - (388,600) -
Write-down - (4,021,463) -
Dispositions - (7,527,559) -
End of year $ 9,754,730 $ 8,958,549 $18,896,846
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,
1996. In connection with our audits of such financial statements, we have also
audited the related financial statement schedule listed in the index of this
Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 14, 1997