United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 28, 1997 or --- Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from ______ to ______ Commission File Number: 0-014341 HUTTON/CONAM REALTY INVESTORS 5 Exact Name of Registrant as Specified in its Charter California State or Other Jurisdiction of 11-2712111 Incorporation or Organization I.R.S. Employer Identification No. 3 World Financial Center, 29th Floor, New York, NY Attn: Andre Anderson 10285 Address of Principal Executive Offices Zip Code (212) 526-3237 Registrant's Telephone Number, Including Area Code Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Consolidated Balance Sheets At February 28, At November 30, 1997 1996 Assets Investments in real estate: Land $ 3,780,687 $ 3,780,687 Buildings and improvements 22,125,028 22,125,028 25,905,715 25,905,715 Less accumulated depreciation (10,265,899) (10,055,068) 15,639,816 15,850,647 Property held for disposition _ 3,687,584 Cash and cash equivalents 2,047,353 2,121,544 Restricted cash 265,732 225,415 Other assets, net of accumulated amortization of $107,598 in 1997 and $99,528 in 1996 147,156 167,504 Total Assets $ 18,100,057 $ 22,052,694 Liabilities and Partners' Capital Liabilities: Mortgage payable $ 6,271,363 $ 6,299,052 Distribution payable 351,980 439,974 Accounts payable and accrued expenses 312,758 309,475 Due to general partners and affiliates 15,190 19,613 Security deposits 106,422 129,482 Total Liabilities 7,057,713 7,197,596 Partners' Capital: General Partners 179,866 182,637 Limited Partners (57,490 units outstanding) 10,862,478 14,672,461 Total Partners' Capital 11,042,344 14,855,098 Total Liabilities and Partners' Capital $18,100,057 $ 22,052,694 Consolidated Statement of Partners' Capital For the three months ended February 28, 1997 General Limited Partners Partners Total Balance at November 30, 1996 $ 182,637 $ 14,672,461 $14,855,098 Net income 4,269 2,686,387 2,690,656 Cash distributions (7,040) (6,496,370) (6,503,410) Balance at February 28, 1997 $ 179,866 $ 10,862,478 $11,042,344 Consolidated Statements of Operations For the three months ended February 28 and February 29, 1997 1996 Income Rental $ 952,545 $ 1,167,533 Interest and other 61,842 26,455 Total Income 1,014,387 1,193,988 Expenses Property operating 525,504 550,558 Depreciation and amortization 218,901 273,855 Interest 121,866 123,925 General and administrative 40,101 35,114 Total Expenses 906,372 983,452 Income from operations 108,015 210,536 Gain on sale of property 2,582,641 _ Net Income $2,690,656 $ 210,536 Net Income Allocated: To the General Partners $ 4,269 $ 6,505 To the Limited Partners 2,686,387 204,031 $2,690,656 $ 210,536 Per limited partnership unit (57,490 outstanding) Income from operations $ 1.81 $ 3.55 Gain on sale of property 44.92 _ $46.73 $ 3.55 Consolidated Statements of Cash Flows For the three months ended February 28 and February 29, 1997 1996 Cash Flows From Operating Activities: Net income $ 2,690,656 $ 210,536 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 218,901 273,855 Gain on sale of property (2,582,641) _ Increase (decrease) in cash arising from changes in operating assets and liabilities: Fundings to restricted cash (40,317) (42,568) Other assets 12,278 (29,361) Accounts payable and accrued expenses 3,283 (81,713) Due to general partners and affiliates (4,423) 1,377 Security deposits (23,060) (1,717) Net cash provided by operating activities 274,677 330,409 Cash Flows From Investing Activities: Net proceeds from sale of property 6,270,225 _ Additions to real estate _ (125,897) Net cash provided by (used for) investing activities 6,270,225 (125,897) Cash Flows From Financing Activities: Distributions (6,591,404) (439,974) Mortgage principal payments (27,689) (25,630) Net cash used for financing activities (6,619,093) (465,604) Net decrease in cash and cash equivalents (74,191) (261,092) Cash and cash equivalents, beginning of period 2,121,544 2,253,221 Cash and cash equivalents, end of period $ 2,047,353 $ 1,992,129 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $121,866 $123,925 Notes to the Consolidated Financial Statements The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1996 audited consolidated financial statements within Form 10-K. The unaudited interim consolidated financial statements include all normal and reoccurring adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of February 28, 1997 and the results of operations and cash flows for the three months ended February 28, 1997 and February 29, 1996 and the consolidated statement of partners' capital for the three months ended February 28, 1997. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified in order to conform to the current year's presentation. The following significant event has occurred subsequent to fiscal year 1996, which requires disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5): Sale of Property On December 10, 1996, the Partnership closed on the sale of Canterbury Park Apartments ("Canterbury Park"). Canterbury Park sold for $6,387,300 to Burcam Capital I, L.L.C., a North Carolina limited liability company (the "Buyer"), which is unaffiliated with the Partnership. The selling price was determined by arm's length negotiations between the Partnership and the Buyer. The transaction resulted in a gain on sale for Canterbury Park of $2,582,641, which is reflected in the Partnership's consolidated statements of operations for the three months ended February 28, 1997. On January 24, 1997, the General Partners paid a special distribution of $6,151,430, representing the net proceeds from the sale of Canterbury Park, to the Limited Partners. Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At February 28, 1997, the Partnership had cash and cash equivalents of $2,047,353 which were invested in unaffiliated money market funds, compared with $2,121,544 at November 30, 1996. The decrease reflects mortgage principal payments and cash distributions to Partners exceeding proceeds from the sale of Canterbury Park (discussed below) and cash provided by operating activities during the first quarter of fiscal 1997. On December 10, 1996, the Partnership closed on the sale of Canterbury Park. Canterbury Park sold for $6,387,300 to Burcam Capital I, L.L.C., a North Carolina limited liability company (the "Buyer"), which is unaffiliated with the Partnership. The selling price was determined by arm's length negotiations between the Partnership and the Buyer. The transaction resulted in a gain on sale for Canterbury Park of $2,582,641, which is reflected in the Partnership's consolidated statement of operations in the first quarter of the 1997 fiscal year. On January 24, 1997, the General Partners paid a special distribution of $6,151,430, or $107.00 per unit, representing the net proceeds from the sale of Canterbury Park, to the Limited Partners. The General Partners declared a regular cash distribution of $6 per Unit for the quarter endedFebruary 28, 1997 which will be paid to investors on or about April 15, 1997. The level of future distributions will be evaluated on a quarterly basis and will depend on the Partnership's operating results and future cash needs. It is anticipated that cash from reserves may be required to fund a portion of the distributions during 1997 as a result of capital expenditures required at the Partnership's properties. Results of Operations Partnership operations for the three months ended February 28, 1997 generated net income of $2,690,656 compared with net income of $210,536 for the corresponding period in fiscal 1996. The increase was primarily attributable to the gain on sale of Canterbury Park. Income from operations was $108,015 for the three months ended February 28, 1997, compared with $210,536 for the corresponding period in fiscal 1996. The decrease is primarily due to the sale of Canterbury Park and the corresponding reduction in rental income. Rental income totaled $952,545 for the three months ended February 28, 1997 compared with $1,167,533 for the corresponding period in fiscal 1996, down primarily as a result of the sale of Canterbury Park on December 10, 1996, and a decline in occupancy at Lakeview Village. Interest and other income increased from $26,455 for the three months ended February 29, 1996 to $61,842 for the three months ended February 28, 1997. The increase is primarily due to an increase in the Partnership's average cash balance due to the sale of Canterbury Park. Property operating expenses for the three months ended February 28, 1997 totaled $525,504 compared with $550,558 for the corresponding period in fiscal 1996. The decrease is attributable to the sale of Canterbury Park, and to a decrease in repairs and maintenance expense at The Hamptons at Quail Hollow. During the first three months of fiscal 1997 and 1996, average occupancy levels at the Partnership's properties were as follows: Property 1997 1996 The Hamptons at Quail Hollow 94% 95% Lakeview Village 88% 97% Part II Other Information Items 1-5 Not applicable. Item 6 Exhibits and reports on Form 8-K. (a) Exhibits - (27) Financial Data Schedule (b) Reports on Form 8-K - On December 24, 1996, a Form 8-K was filed reporting the sale of Canterbury Park. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HUTTON/CONAM REALTY INVESTORS 5 BY: RI 5 Real Estate Services Inc. General Partner Date: April 14, 1997 BY: /s/ Paul L. Abbott Paul L. Abbott Director, President, Chief Executive Officer and Chief Financial Officer