Hutton/ConAm Realty Investors 4 and Consolidated Ventures 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 March 31, 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: 0-13329 HUTTON/CONAM REALTY INVESTORS 4 Exact Name of Registrant as Specified in its Charter California State or Other Jurisdiction 11-2685746 of 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 March 31, At December 31, 1997 1996 Assets Property: Land $ 5,627,763 $ 5,627,763 Buildings and improvements 20,452,272 20,448,021 ------------------------------- 26,080,035 26,075,784 Less accumulated depreciation (9,951,123) (9,754,730) -------------------------------- 16,128,912 16,321,054 Property held for disposition 7,358,300 7,358,300 Cash and cash equivalents 2,489,801 2,314,876 Other assets 13,933 15,370 ------------------------------- Total Assets $ 25,990,946 $ 26,009,600 =============================== Liabilities and Partners' Capital Liabilities: Accounts payable and accrued expenses $ 273,268 $ 108,269 Distribution payable 533,792 533,792 Due to general partners and affiliates 20,200 20,443 Security deposits payable 145,194 144,220 ------------------------------- Total Liabilities 972,454 806,724 Partners' Capital: General Partners _ _ Limited Partners 25,018,492 25,202,876 ------------------------------- Total Partners' Capital 25,018,492 25,202,876 Total Liabilities and Partners' Capital $ 25,990,946 $26,009,600 =============================== Consolidated Statement of Partners' Capital For the three months ended March 31, 1997 Limited General Partners Partners Total Balance at December 31, 1996 $ 25,202,876 $ _ $ 25,202,876 Net income 296,029 53,379 349,408 Distributions (480,413) (53,379) (533,792) ------------------------------------- Balance at March 31, 1997 $ 25,018,492 $ _ $ 25,018,492 ===================================== Consolidated Statements of Operations For the three months ended March 31, 1997 1996 Income Rental $ 1,207,761 $ 1,181,149 Interest and other income 32,395 27,331 ---------------------------- Total Income 1,240,156 1,208,480 Expenses Property operating 636,206 645,762 Depreciation 196,393 298,492 General and administrative 58,149 48,275 ---------------------------- Total Expenses 890,748 992,529 ---------------------------- Net Income $ 349,408 $ 215,951 ============================ Net Income Allocated: To the General Partners $ 53,379 $ 53,379 To the Limited Partners 296,029 162,572 ---------------------------- $ 349,408 $ 215,951 ============================ Per limited partnership unit (128,110 outstanding) $ 2.31 $ 1.27 Consolidated Statements of Cash Flows For the three months ended March 31, 1997 1996 Cash Flows From Operating Activities: Net income $ 349,408 $ 215,951 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 196,393 298,492 Increase (decrease) in cash arising from changes in operating assets and liabilities: Other assets 1,437 _ Accounts payable and accrued expenses 164,999 104,315 Security deposits payable 974 (1,119) Due to general partners and affiliates (243) 263 --------------------------- Net cash provided by operating activities 712,968 617,902 Cash Flows From Investing Activities: Additions to real estate (4,251) (9,200) --------------------------- Net cash used for investing activities (4,251) (9,200) Cash Flows From Financing Activities: Distributions (533,792) (587,171) --------------------------- Net cash used for financing activities (533,792) (587,171) Net increase in cash and cash equivalents 174,925 21,531 Cash and cash equivalents, beginning of period 2,314,876 2,436,356 --------------------------- Cash and cash equivalents, end of period $2,489,801 $2,457,887 =========================== 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 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 March 31, 1997 and the results of operations and cash flows for the three months ended March 31, 1997 and 1996 and the statement of partners' capital for the three months ended March 31, 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 to conform to the current year's presentation. No significant events have occurred subsequent to fiscal year 1996 and no material contingencies exist, which require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). Part I, Item 2 . Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At March 31, 1997, the Partnership had cash and cash equivalents of $2,489,801, which were invested in unaffiliated money market funds, compared with $2,314,876 at December 31, 1996. The increase is attributable to cash provided by operating activities exceeding cash used for distributions and additions to real estate. The Partnership expects sufficient cash to be generated from operations to meet its current operating expenses. The Partnership had signed a contract, dated September 26, 1996, to sell River Hill Apartments. On November 8, 1996, the prospective buyer executed its right to terminate the purchase agreement during the due diligence period. Subsequently, the Partnership resumed marketing the property for sale and signed a contract dated January 24, 1997 to sell the property 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. Accordingly, River Hill Apartments was reclassified on the consolidated balance sheet as "Property held for disposition" at its net book value. The General Partners declared a cash distribution of $3.75 per Unit for the quarter ended March 31, 1997 which will be paid to investors on or about May 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. Given the performance of the Partnership's properties, and the improvement in the real estate capital markets which has increased demand by potential buyers, the General Partners have determined that it is in the best interest of the Partnership to attempt to sell the remaining properties in an orderly manner over the next few years. Assuming these efforts are successful, the General Partners 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, that particular prices will be achieved, or that all the properties can be sold within this time frame. Accounts payable and accrued expenses increased from $108,269 at December 31, 1996 to $273,268 at March 31, 1997 primarily as a result of accruals for real estate taxes for all four properties. Results of Operations Partnership operations for the three months ended March 31, 1997, resulted in net income of $349,408, compared with net income of $215,951 in the corresponding period in 1996. The increase is primarily attributable to higher rental income at three of the four properties and lower depreciation expense due to the reclassification of the River Hill property as property held for disposition. Net cash provided by operating activities was $712,968 for the three months ended March 31, 1997, compared with $617,902 for the corresponding period in 1996. The increase was primarily due to the increase in net income discussed above, and an increase in accounts payable and accrued expenses. Rental income for the three months ended March 31, 1997 was $1,207,761 compared with $1,181,149 in the corresponding period in 1996. The increase reflects higher rental revenues at Pelican Landing, River Hill and Village at the Foothills II. At Shadowood Village, rental income decreased slightly due to a decrease in average occupancy. Property operating expenses for the first quarter of 1997 remained largely unchanged from a year earlier as lower rental administrative expense at Pelican Landing and lower repairs and maintenance expense at River Hill were offset by higher utilities expense at Shadowood Village. General and administrative expenses for the three months ended March 31, 1997 were $58,149, compared to $48,275 for the same period in 1996. During the 1997 period, certain expenses incurred by an unaffiliated third party service provider in servicing the Partnership, which were voluntarily absorbed by affiliates of RI 3-4 Real Estate Services, Inc. in prior periods, were reimbursed to RI 3-4 Real Estate Services, Inc. and its affiliates. During the first three months of 1997 and 1996, average occupancy levels at each of the properties were as follows: Property 1997 1996 Pelican Landing 98% 98% River Hill Apartments 96% 95% Shadowood Village 93% 95% Village at the Foothills II94% 95% 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 - No reports on Form 8-K were filed during the quarter ended March 31, 1997. 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 4 BY: RI 3-4 REAL ESTATE SERVICES INC. General Partner Date: May 20, 1997 BY: /s/ Paul L. Abbott Director, President, Chief Executive Officer and Chief Financial Officer