-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhWK4C6LB8BCxi/aQBK4S3NCg/dftStO83zuFcWKBUntqDzEoeTGW/iVD+TTMVLu 3ENhtNvMWOgk2AIBOvAsew== 0000928790-98-000053.txt : 19980401 0000928790-98-000053.hdr.sgml : 19980401 ACCESSION NUMBER: 0000928790-98-000053 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUTTON CONAM REALTY INVESTORS 2 CENTRAL INDEX KEY: 0000357099 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133100545 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-11085 FILM NUMBER: 98582059 BUSINESS ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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: 0-11085 CONAM REALTY INVESTORS 2 L.P. formerly known as HUTTON/CONAM REALTY INVESTORS 2 Exact name of Registrant as specified in its charter California 13-3100545 State or other jurisdiction of I.R.S. Employer incorporation or organization Identification No. 1764 San Diego Avenue San Diego, CA 92110 Attn.: Robert J. Svatos 92110-1906 Address of principal executive offices Zip Code Registrant's telephone number, including area code (619) 297-6771 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST Title of Class Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) Documents Incorporated by Reference: Portions of Parts I, II, III and IV are incorporated herein by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1997. PART I Item 1. Business General Description of Business and Objectives This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in or contemplated by the forward-looking statements as a result of a number of factors, including those identified herein. ConAm Realty Investors 2 L.P., formerly known as Hutton/ConAm Realty Investors 2 (the "Partnership"), is a California limited partnership formed on October 8, 1992. ConAm Property Services II, Ltd. ("CPS II"), a California limited partnership, and RI 2 Real Estate Services Inc. ("RI 2"), a Delaware corporation, were the original co-general partners of the Partnership. On January 27, 1998, CPS II acquired RI 2's co-general partner interest in the Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between CPS II and RI 2 dated August 29, 1997. As a result, CPS II now serves as the sole general partner (the "General Partner") of the Partnership. In conjunction with this transaction, the name of the Partnership was changed from Hutton/ConAm Realty Investors 2 to ConAm Realty Investors 2 L.P. The Partnership was organized to engage in the business of acquiring, operating and holding for investment multifamily residential properties. The Partnership originally invested in four joint ventures and one limited partnership, each of which was formed to own a specified residential apartment property. As described below one property has been sold. Funds held as a working capital reserve are invested in bank certificates of deposit, unaffiliated money market funds or other highly liquid short-term investments where there is appropriate safety of principal in accordance with the Partnership's investment objectives and policies. The Partnership's principal investment objectives with respect to its interests in real property are: (1) capital appreciation; (2) distributions of Net Cash From Operations attributable to rental income; and (3) preservation and protection of capital. Distribution of net cash from operations is the Partnership's objective during its operational phase, while preservation and appreciation of capital are the Partnership's long-term objectives. The attainment of the Partnership's investment objectives will depend on many factors, including future economic conditions in the United States as a whole and, in particular, in the localities in which the Partnership's properties are located, especially with regard to achievement of capital appreciation. From time to time the Partnership expects to sell its real property interests taking into consideration such factors as the amount of appreciation in value, if any, to be realized and the possible risks of continued ownership. Proceeds from any future sale, financing or refinancing of properties will not be reinvested and may be distributed to the Limited Partners and General Partner (sometimes referred to together herein as the "Partners"), so that the Partnership will, in effect, be self-liquidating. If deemed necessary, the Partnership may retain a portion of the proceeds from any sale, financing or refinancing as capital reserves. As partial payment for properties sold, the Partnership may receive purchase money obligations secured by mortgages or deeds of trust. In such cases, the amount of such obligations will not be included in Net Proceeds From Sale or Refinancing (distributable to the Partners) until and only to the extent the obligations are realized in cash, sold or otherwise liquidated. Originally, the Partnership utilized the net proceeds of its public offering to acquire five residential apartment complexes (collectively, the "Properties") through investments in four joint ventures and one limited partnership, as follows: (1) Creekside Oaks, a 120-unit apartment complex located in Jacksonville, Florida; (2) Ponte Vedra Beach Village I, a 122-unit apartment complex located in Ponte Vedra Beach, Florida; (3) Rancho Antigua, a 220-unit apartment complex located in the McCormick Ranch area of Scottsdale, Arizona; (4) Village at the Foothills I, a 60-unit apartment complex located in Tucson, Arizona, and; (5) Country Place Village I, an 88-unit apartment complex located in Clearwater, Florida. On July 20, 1995, Country Place Village I, was sold to an unaffiliated institutional buyer for $3,665,000. The Partnership considers itself to be engaged in only one industry segment, real estate investment. Competition The Partnership's real property investments are subject to competition from similar types of properties in the vicinities in which they are located and such competition has increased since the Partnership's investment in the Properties due principally to the addition of newly constructed apartment complexes offering increased residential and recreational amenities. The Properties have also been subject to competition from condominiums and single-family properties especially during periods of low mortgage interest rates. The Partnership competes with other real estate owners and developers in the rental and leasing of its Properties by offering competitive rental rates and, if necessary, leasing incentives. Such competition may affect the occupancy levels and revenues of the Properties. The occupancy levels at all four Properties reflect some seasonality, which is typical in the markets in which they are located. In some cases, Partnership properties may compete with properties owned by other partnerships affiliated with the General Partner. For a discussion of current market conditions in the areas where the Partnership's Properties are located, reference is made to the Partnership's Annual Report to Unitholders for the year ended December 31, 1997, which is filed as an exhibit under Item 14. Employees The Partnership has no employees. Services are provided by CPS II, ConAm Management Corporation ("ConAm Management"), an affiliate of CPS II, as well as Service Data Corporation and First Data Investor Services Group, both unaffiliated companies. The Partnership has entered into property management agreements pursuant to which ConAm Management provides management services with respect to the Properties. First Data Investor Services Group had been retained by the Partnership to provide all accounting and investor communication functions, while Service Data Corporation provides transfer agent services. Effective January 1, 1998, the accounting functions of the Partnership were transferred to the firm of Brock, Tibbetts, & Snell, an unaffiliated company located in San Diego, California. See Item 13, "Certain Relationships and Related Transactions", for a further description of the service and management agreements between the Partnership and affiliated entities. Item 2. Properties For a description of the Partnership's Properties, a discussion of current market conditions in the areas where the Properties are located and appraised values, reference is made to the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. For information on the purchase of the Properties, reference is made to Note 4 of the Consolidated Financial Statements, included herein by reference to the Partnership's Annual Report to Unitholders. Average occupancy rates at each property are incorporated by reference to Item 7. Item 3. Legal Proceedings The Partnership is not subject to any material pending legal proceedings. Item 4. Submission of Matters to a Vote of Security Holders During the fourth quarter of the fiscal year ended December 31, 1997, no matter was submitted to a vote of Unitholders through the solicitation of proxies or otherwise. PART II Item 5. Market for the Registrant's Limited Partnership Units and Related Security Holder Matters As of December 31, 1997, the number of Unitholders of record was 3,967. No established public trading market exists for the Units, and it is not anticipated that such a market will develop in the future. Distributions of Net Cash From Operations, when made, are paid on a quarterly basis, with distributions generally occurring approximately 45 days after the end of each fiscal quarter. Such distributions have been made primarily from net operating income with respect to the Partnership's investment in the Properties and from interest on short-term investments, and partially from excess cash reserves. Information on cash distributions paid by the Partnership for the past two fiscal years is incorporated by reference to the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. 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. Item 6. Selected Financial Data Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1997, which is filed as an exhibit under Item 14. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At December 31, 1997, the Partnership had cash and cash equivalents of $1,109,506, that were invested in unaffiliated money market funds, an increase from $962,290 at December 31, 1996. The increase is attributable to net cash provided by operating activities exceeding cash used for distributions, mortgage principal payments, and additions to investments in real estate. The Partnership also maintains a restricted cash balance, which totaled $342,282 at December 31, 1997, an increase from $317,268 at December 31, 1996, representing escrows for insurance and real estate taxes required under the terms of the current mortgage loans. The Partnership expects sufficient cash to be generated from operations to meet its current operating expenses. Accounts payable and accrued expenses totaled $197,443 at December 31, 1997, an increase from $127,810 at December 31, 1996. The increase is primarily due to differences in the timing of payments between the two periods. Distribution payable decreased from $200,000 at December 31, 1996 to $0 at December 31, 1997. The decrease reflects the suspension of quarterly distributions commencing in the first quarter of 1997 in order to fund roof replacements at Ponte Vedra Beach Village I. In future quarters, the General Partner will assess the Partnership's ability to reinstate cash distributions based on the Partnership's operating results and future cash needs. The Partnership continues to perform various improvements at the Properties, which include roof replacements at Ponte Vedra Beach Village I. Other repair work was also performed to prepare vacant units for reoccupancy. Existing problems with the roofs at Ponte Vedra Beach Village I were aggravated by severe tropical rain storms late in 1996. The roof replacements were substantially completed in September 1997 at a cost of approximately $400,000 which was funded from the Partnership's operating cash flow and cash reserves. The Partnership will evaluate the need for additional improvement work at the Properties on an ongoing basis. The General Partner is continuing to evaluate the sale potential of the remaining properties and other options with respect to the Partnership's investments. One of these options includes refinancing certain loans secured by the Properties in order to return capital to the limited partners on a tax-free basis and lock in favorable fixed interest rates. This would also potentially enhance the marketability of the Properties, while enabling the Partnership to take advantage of possible future property appreciation. The Partnership's ability to sell the properties is dependent upon a variety of factors, many of which are not within the Partnership's control. There can be no assurance that any specific property or all the Properties can be sold, that particular prices will be achieved, or that the Properties can be sold within a specific time frame. Results of Operations 1997 versus 1996 Partnership operations for the year ended December 31, 1997 resulted in a net loss of $202,655 compared with a net loss of $2,600 in 1996. The higher net loss in 1997 is due primarily to an increase in property operating expenses and the write-off of the remaining basis of the roofs replaced in 1997. Net cash provided by operating activities decreased to $979,104 for the year ended December 31, 1997, from $1,333,646 in 1996. The decrease is primarily due to the higher net loss in 1997, as discussed above, and a reduction in the amount of restricted cash released. Rental income for the year ended December 31, 1997 was $4,327,499, up slightly from $4,264,370 in 1996, primarily as a result of increases in rental rates at Rancho Antigua and Creekside Oaks. Interest and other income totaled $56,229 for the year ended December 31, 1997, largely unchanged from $63,467 in 1996. Property operating expenses increased to $2,329,300 for the year ended December 31, 1997, from $2,222,474 for 1996. The increase is primarily attributable to higher repairs and maintenance expenses at Ponte Vedra Beach Village I and Rancho Antigua, and higher landscaping costs at Rancho Antigua. The increase is also due to higher rental administration costs at both properties. General and administrative expenses increased from $181,896 for the year ended December 31, 1996 to $213,441 in 1997. The increase is primarily due to an increase in expenses for Partnership accounting, tax and other administrative services. During the 1997 period, certain expenses incurred by RI 2, its affiliates, and an unaffiliated third party service provider in servicing the Partnership, which were voluntarily absorbed by affiliates of RI 2 in prior periods, were reimbursable to RI 2 and its affiliates. 1996 versus 1995 Partnership operations for the year ended December 31, 1996 resulted in a net loss of $2,600, compared with a net loss of $112,522 in 1995. As a result of the sale of Country Place Village I in July 1995, the Partnership realized a gain of $232,402. Excluding this gain, the Partnership incurred a loss from operations of $344,924 for the year ended December 31, 1995. The decline in net loss is primarily the result of a decline in property operating expenses and other expense categories due to the sale of Country Place Village I in July 1995. Rental income totaled $4,264,370 for the year ended December 31, 1996 compared with $4,448,549 in 1995. The decrease is primarily due to the sale of Country Place Village I in July 1995. This was partially offset by increases in rental income at Creekside Oaks, Rancho Antigua and Ponte Vedra Beach Village I, primarily reflecting rental rate increases instituted during the year. Property operating expenses totaled $2,222,474 for the year ended December 31, 1996, compared with $2,515,717 in 1995. The decrease is primarily due to the sale of Country Place Village I, and lower repairs and maintenance expenses at Creekside Oaks. This was partially offset by an increase in repairs and maintenance expenses at Ponte Vedra Beach Village I. Interest expense and depreciation and amortization expense both decreased from 1995, primarily due to the sale of Country Place Village I. General and administrative expense totaled $181,896 for the year ended December 31, 1996 compared with $222,881 for the year ended December 31, 1995. The decrease primarily reflects a reduction in legal expenses and lower Partnership administrative expenses in the 1996 period. The average occupancy levels at each of the properties owned for the full year during the years ended December 31, 1997, 1996 and 1995 were as follows: Twelve Months Ended December 31, ----------------------------------------------------------- Property 1997 1996 1995 Creekside Oaks 95% 94% 93% Ponte Vedra Beach Village I 93% 95% 96% Rancho Antigua 94% 94% 92% Village at the Foothills I 92% 94% 95% ----------------------------------------------------------- New Accounting Pronouncements The Financial Accounting Standards Board also issued SFAS No. 129, "Disclosure of Information about Capital Structure," SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information." These statements, which are effective for fiscal years beginning after December 15, 1997, expand or modify disclosures and, accordingly, will have no impact on the Partnership's reported financial position, results of operations or cash flows. Item 8. Financial Statements and Supplementary Data Incorporated by reference to the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. Supplementary Data is incorporated by reference to F-1 of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Effective December 1, 1997, the Partnership advised Coopers & Lybrand L.L.P. that it was changing accounting firms and engaged KPMG Peat Marwick LLP. Coopers & Lybrand L.L.P.'s report on the financial statements for the years ended December 31, 1996 and December 31, 1995 contained no adverse opinion or disclaimer of opinion and was not qualified as to uncertainty, audit scope or accounting principles. There have been no disagreements with Coopers & Lybrand L.L.P. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope procedure. The decision to change accountants was approved by CPS II and RI 2, the General Partners of the Partnership at that time. PART III Item 10. Directors and Executive Officers of the Partnership The Partnership has no officers or directors. CPS II, the General Partner of the Partnership, manages and controls the affairs of the Partnership and has general responsibility and authority in all matters affecting its business. ConAm Property Services II, Ltd. ("CPS II") is a California limited partnership organized on August 30, 1982. The general partners of CPS II are Continental American Development, Inc. ("ConAm Development") and ConAm Development Corp. ("ConAm Corp."). The names and positions held by the directors and executive officers of both ConAm Development and ConAm Corp. are set forth below. There are no family relationships between any officers or directors. Name Office Daniel J. Epstein President and Director E. Scott Dupree Vice President and Director Robert J. Svatos Vice President and Director Ralph W. Tilley Vice President J. Bradley Forrester Vice President Daniel J. Epstein, 58, has been the President and a Director of ConAm Development and ConAm Corp. and a general partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of CPS II, since their inception. He is also Chairman and Chief Executive Officer of ConAm Management. Prior to organizing ConAm, Mr. Epstein was Vice President and a Director of American Housing Guild, which he joined in 1969. At American Housing Guild, he was responsible for the formation of the Multi-Family Division and directed its development and property management activities. Mr. Epstein holds a Bachelor of Science degree in Engineering from the University of Southern California. E. Scott Dupree, 47, is a Senior Vice President and general counsel of ConAm Management responsible for negotiation, documentation, review and closing of acquisition, sale and financing proposals. Mr. Dupree also acts as principal legal advisor on general legal matters ranging from issues and contracts involving the management company to supervision of litigation and employment issues. Prior to joining ConAm Management in 1985, he was corporate counsel to Trusthouse Forte, Inc., a major international hotel and restaurant corporation. Mr. Dupree holds a B.A. from United States International University and a Juris Doctorate degree from the University of San Diego. Robert J. Svatos, 39, is a Senior Vice President and is the Chief Financial Officer of ConAm Management. His responsibilities include the accounting, treasury and data processing functions of the organization. Prior to joining ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar Financial Corporation, a nationwide mortgage banking firm. Mr. Svatos holds an M.B.A. in Finance from the University of San Diego and a Bachelor's of Science degree in Accounting from the University of Illinois. He is a Certified Public Accountant. Ralph W. Tilley, 43, is a Senior Vice President and Treasurer of ConAm Management. He is responsible for the financial aspects of syndications and acquisitions, the company's asset management portfolio and risk management activities. Prior to joining ConAm Management in 1980, he was a senior accountant with KPMG Peat Marwick LLP, specializing in real estate. He holds a Bachelor's of Science degree in Accounting from San Diego State University and is a Certified Public Accountant. J. Bradley Forrester, 40, is the President of ConAm Management. He is currently responsible for overseeing all aspects of the operations of the firm. His primary focus is on new business related activities including property acquisitions, property development and rehabilitation, and the acquisition of other property management companies. Prior to joining ConAm in 1994, Mr. Forrester served as Senior Vice President - Commercial Real Estate for First Nationwide Bank in San Francisco, where he was responsible for a $2 billion problem asset portfolio including bank-owned real estate and non-performing commercial real estate loans for three years. His past experience includes significant involvement in real estate development and finance, property acquisitions and dispositions and owner's representation matters. Prior to entering the real estate profession, he worked for KPMG Peat Marwick LLP in Dallas, Texas. Mr. Forrester holds a Bachelor of Science degree in Accounting from Louisiana State University. He received his CPA certification in the State of Texas. Item 11. Executive Compensation Neither the General Partner nor any of its directors or executive officers received any compensation from the Partnership. See Item 13 of this report for a description of certain costs of the General Partner and its affiliates reimbursed by the Partnership. Item 12. Security Ownership of Certain Beneficial Owners and Management As of March 1, 1998, no person was known by the Partnership to be the beneficial owner of more than five percent of the Units of the Partnership. Neither the General Partner nor any of its executive officers or directors own any Units. Item 13. Certain Relationships and Related Transactions Pursuant to the Certificate and Agreement of Limited Partnership of the Partnership, for the year ended December 31, 1997, $2,027 of the Partnership's net loss was allocated to CPS II and RI 2. For a description of the share of Net Cash From Operations and the allocation of income and loss to which the General Partner and former co-General Partner are entitled, reference is made to Note 3 to the Consolidated Financial Statements, included in the Partnership's Annual Report to Unitholders for the year ended December 31, 1997, which is filed as an exhibit under item 14. Effective July 1, 1997, all General Partner allocations will be made solely to CPS II. The Partnership has entered into property management agreements with ConAm Management pursuant to which ConAm Management has assumed direct responsibility for day-to-day management of the Properties. It is the responsibility of ConAm Management to select resident managers and to monitor their performance. ConAm Management's services also include the supervision of leasing, rent collection, maintenance, budgeting, employment of personnel, payment of operating expenses, strategic asset management and related services. For such services, ConAm Management is entitled to receive a management fee equal to five percent of gross revenues. A summary of property management fees earned by ConAm Management during the past three fiscal years is incorporated by reference to Note 7 to the Consolidated Financial Statements, included in the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. Pursuant to Section 12(g) of the Partnership's Certificate and Agreement of Limited Partnership, the General Partner may be reimbursed by the Partnership for certain of its costs. A summary of amounts paid to the General Partners or their affiliates during the past three years is incorporated by reference to Note 7, "Transactions with Related Parties," of Notes to the Consolidated Financial Statements, included in the Partnership's Annual Report to Unitholders for the fiscal year ended December 31, 1997, which is filed as an exhibit under Item 14. PART IV Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K (a)(1) Financial Statements: Page Consolidated Balance Sheets - December 31, 1997 and 1996 (1) Consolidated Statements of Operations - For the years ended December 31, 1997, 1996 and 1995 (1) Consolidated Statements of Partners' Capital (Deficit) - For the years ended December 31, 1997, 1996 and 1995 (1) Consolidated Statements of Cash Flows - For the years ended December 31, 1997, 1996 and 1995 (1) Notes to the Consolidated Financial Statements (1) Independent Auditors' Report (1) Report of former Independent Accountants (1) (a)(2) Financial Statement Schedule: Schedule III - Real Estate and Accumulated Depreciation (F-1) Independent Auditors' Report (F-2) Report of Former Independent Accountants (F-3) (1) Incorporated by reference to the Partnership's Annual Report to Unitholders for the year ended December 31, 1997 filed as an exhibit under Item 14. (a)(3) Exhibits: (3) Amended and Restated Certificate and Agreement of Limited Partnership (included as, and incorporated herein by reference to, Exhibit A to the Prospectus of Registrant dated July 9, 1982 (the "Prospectus"), contained in Amendment No. 1 to Registration Statement, No. 2-75519, of Registrant filed July 9, 1982). (4) Subscription Agreement and Signature Page (included as, and incorporated herein by reference to, Exhibit B to the Prospectus). (10)(A) Settlement Agreement by and among the Managing Joint Venturers and the Epoch Joint Venturers dated July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-11085)). (B) Amended and Restated Agreement of General Partnership of Country Place Village I Joint Venture dated as of July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0- 11085)). (C) Amended and Restated Agreement of General Partnership of Creekside Oaks Joint Venture dated as of July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-11085)). (D) Amended and Restated Agreement of General Partnership of Ponte Vedra Beach Village I dated July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-11085)). (E) Joint Venture Agreement of Rancho Antigua (included as, and incorporated herein by reference to Exhibit 10(M) to the Registrant's 1991 Annual Report on Form 10-K for the year ended December 31, 1991 (Commission File No. 0-11085)). (F) Amended and Restated Agreement of General Partnership of Village at the Foothills I Joint Venture Limited Partnership dated July 1, 1992 (included as, and incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-11085)). (G) Property Management Agreement between Creekside Oaks Joint Venture and ConAm Management Corporation for the Creekside Oaks property (included as, and incorporated herein by reference to Exhibit 10-G to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (H) Property Management Agreement between Ponte Vedra Beach Joint Venture and ConAm Management Corporation for the Ponte Vedra Beach Village I property (included as, and incorporated herein by reference to Exhibit 10-H to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0- 11085)). (I) Property Management Agreement between Rancho Antigua Joint Venture and ConAm Management Corporation for the Rancho Antigua property (included as, and incorporated herein by reference to Exhibit 10-I to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (J) Property Management Agreement between Country Place Village I Joint Venture and ConAm Management Corporation for the Country Place Village I property (included as, and incorporated herein by reference to Exhibit 10-J to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (K) Property Management Agreement between Village at the Foothills I Joint Venture and ConAm Management for the Village at the Foothills I property (included as, and incorporated herein by reference to Exhibit 10-K to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (L) Loan Documents: Mortgage and Security Agreement, Promissory Note and Assignment of Rents and Leases with respect to the refinancing of Country Place Village I, between Registrant and The Penn Mutual Insurance Company (included as, and incorporated herein by reference to Exhibit 10-L to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (M) Loan Documents: Mortgage and Security Agreement, Promissory Note and Assignment of Rents and Leases with respect to the refinancing of Creekside Oaks, between Registrant and The Penn Mutual Insurance Company (included as, and incorporated herein by reference to Exhibit 10-M to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (N) Loan Documents: Mortgage and Security Agreement, Promissory Note and Assignment of Rents and Leases with respect to the refinancing of Ponte Vedra Beach Village I, between Registrant and The Penn Mutual Insurance Company (included as, and incorporated herein by reference to Exhibit 10-N to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (O) Loan Documents: Deed of Trust and Assignment of Rents with Security Agreement and Financing Statement with respect to the refinancing of Rancho Antigua, between Registrant and The Penn Mutual Insurance Company (included as, and incorporated herein by reference to Exhibit 10-O to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-11085)). (13) Annual Report to Unitholders for the year ended December 31, 1997. (21) List of Subsidiaries - Joint Ventures (included as, and incorporated herein by reference to Exhibit 22 to the Registrant's Annual Report for the year ended December 31, 1995, on Form 10-K (Commission File No. 0-11085)). (27) Financial Data Schedule (99) Portions of Prospectus of Registrant dated July 9, 1983 (included as, and incorporated herein by reference to Exhibit 28 of the Registrant's 1988 Annual Report filed on Form 10-K for the fiscal year ended December 31, 1988 (Commission File No. 0-11085)). (b) Reports on Form 8-K: On December 15, 1997, and as amended on December 17, 1997, the Partnership filed a Form 8-K reporting the change in Partnership's Certifying Accountants. On February 3, 1998, the Partnership filed a Form 8-K disclosing the sale of RI 2's co-General Partner interest in the Partnership to CPS II. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 25, 1998 BY: ConAm Property Services II, Ltd. General Partner BY: Continental American Development, Inc. General Partner BY: /s/ Daniel J. Epstein Name: Daniel J. Epstein Title: President, Director and Principal Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. CONAM PROPERTY SERVICES II, LTD. A General Partner By: Continental American Development, Inc. General Partner Date: March 25, 1998 BY: /s/ Daniel J. Epstein Daniel J. Epstein Director, President and Principal Executive Officer Date: March 25, 1998 BY: /s/ E. Scott Dupree E. Scott Dupree Vice President and Director Date: March 25, 1998 BY: /s/ Robert J. Svatos Robert J. Svatos Vice President and Director Date: March 25, 1998 BY: /s/ Ralph W. Tilley Ralph W. Tilley Vice President Date: March 25, 1998 BY: /s/ J. Bradley Forrester J. Bradley Forrester Vice President EX-13 2 1997 ANNUAL REPORT TO UNITHOLDERS Exhibit 13 ConAm Realty Investors 2 L.P. 1997 ANNUAL REPORT ConAm Realty Investors 2 L.P. ConAm Realty Investors 2 L.P. is a California limited partnership formed in 1982 to acquire, operate and hold for investment multifamily residential properties. At December 31, 1997, the Partnership's portfolio consisted of four apartment properties located in Arizona and Florida. Provided below is a comparison of average occupancy levels for the years ended December 31, 1997 and 1996. Average Occupancy Property Location 1997 1996 -------------------------------------------------------------------------- Creekside Oaks Jacksonville, Florida 95% 94% Ponte Vedra Beach Village I Ponte Vedra Beach, Florida 93% 95% Rancho Antigua Scottsdale, Arizona 94% 94% Village at the Foothills I Tucson, Arizona 92% 94% -------------------------------------------------------------------------- Contents 1 Message to Investors 2 Performance Summary 3 Financial Highlights 4 Consolidated Financial Statements 7 Notes to the Consolidated Financial Statements 12 Independent Auditors' Report and Report of Former Independent Accountants 14 Net Asset Valuation 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 1997 Annual Report for ConAm Realty Investors 2 L.P. (the "Partnership"). In this report we discuss general market conditions affecting the Partnership's four remaining properties (the "Properties"). We have also included a performance summary which addresses operations at each of the properties and financial highlights for the year. This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in or contemplated by the forward-looking statements as a result of a number of factors, including those identified herein. Cash Distributions - ------------------ As previously reported, the Partnership suspended quarterly cash distributions beginning in the first quarter of 1997 in order to fund roof replacements at Ponte Vedra Beach Village I. The replacements were completed in September 1997 at a cost of approximately $400,000. Since inception, the Partnership has paid distributions totaling $337.19 per original $500 Unit, including $220.00 in return of capital payments. In future quarters, the General Partner will assess the Partnership's ability to reinstate cash distributions based on the Partnership's operating results and future cash needs. Operations Overview - ------------------- In 1997, operations at the Partnership's properties continued to be impacted to varying degrees by strong competition for tenants in the markets where the properties are located. Although population and job growth remained strong in Arizona and Florida, the addition of newly constructed complexes, especially in the Jacksonville market, limited rental rate increases and caused overall vacancy rates to rise. In Tucson, where Village at the Foothills I is located, many high-end renters opted to purchase homes due to low interest rates. In Scottsdale, where Rancho Antigua is located, the market again experienced slow growth during the year as a result of increased construction. Despite these trends, strong economic growth in all three areas helped strengthen multi-family housing, and the Properties sustained a collective average occupancy of 93.5% in 1997 compared with 94.3% in 1996. In addition, the appraised values of the Properties increased by 4.1% in total when compared to the prior year. The General Partner is continuing to evaluate the sale potential of the remaining properties and other options with respect to the Partnership's investments. One of these options includes refinancing certain loans secured by the Properties in order to return capital to the limited partners on a tax-free basis and lock in favorable fixed interest rates. This would also potentially enhance the future marketability of the Properties, while enabling the Partnership to take advantage of possible future property appreciation. The Partnership's ability to sell the Properties is dependent upon a variety of factors, many of which are not within the Partnership's control. There can be no assurance that any specific property or all the properties can be sold, that particular prices will be achieved, or that the Properties can be sold within a specific time frame. We will keep you apprised of our sales efforts in future correspondence. Summary - ------- We will continue to monitor market conditions at the Properties, and evaluate the potential refinancing of the Partnership's mortgage obligations. In the interim, we intend to maximize the performance of the Properties and further improve their appearance and condition. We will keep you apprised of significant developments affecting your investment in future reports. Very truly yours, /s/ Daniel J. Epstein President Continental American Development Inc. and ConAm Development Corporation, General Partners of ConAm Property Services II, Ltd. March 25, 1998 Performance Summary Creekside Oaks - Jacksonville, Florida - -------------------------------------- Creekside Oaks is a 120-unit apartment community situated in the Baymeadows-Deerwood neighborhood of southeast Jacksonville. The property reported average occupancy of 95% in 1997, up slightly from 94% in 1996, and a 3% increase in rental income. In 1997, the Jacksonville market experienced a significant increase in new construction and the issuance of new construction permits, partially due to its 1996 ranking as one of the fastest growing labor markets in the country. This new construction is expected to soften the market by outpacing population and job growth and will continue to affect the region for the next several months, as new units become available. While vacancy rates remained low in 1997, the use of rental concessions in the marketplace has recently increased to attract and retain tenants in anticipation of the new competition. Ponte Vedra Beach Village I - Ponte Vedra Beach, Florida - -------------------------------------------------------- Ponte Vedra Beach Village I is a 122-unit luxury apartment complex located in an oceanside residential area to the southeast of Jacksonville. The property reported an average occupancy level of 93% in 1997, down slightly from 95% in 1996. Property improvements for the year included extensive roof replacements, carpet replacement and other improvements to increase the appearance of the property. Favorable market conditions in the Jacksonville area have led to an increase in new multifamily construction, with new construction permits issued for approximately 3,831 new apartment units throughout the year. Although population and job growth in the Jacksonville area remains high, continuing construction at this pace could lead to softness in the market in the future. Rancho Antigua - Scottsdale, Arizona - ------------------------------------ Rancho Antigua is a 220-unit apartment community located eight miles northeast of Phoenix in southwest Scottsdale. The property reported average occupancy of 94% in 1997, unchanged from 94% in 1996, and an increase in rental income due to an increase in rental rates. The Scottsdale apartment market experienced continued strong competition during 1997, reflecting high levels of construction and notable competition from condominiums and single family houses, as affordable prices and low mortgage rates enticed renters to buy. Although vacancy rates in Phoenix and the Scottsdale submarket remained low in 1997, occupancy levels are expected to decline due to the significant new construction. The Scottsdale market is experiencing strong job and population growth with over 70,000 new jobs created in the first six months of 1997 and over 100,000 new residents added to the market during the year. This economic growth should favorably impact the market, and ease competition until the pace of new construction subsides. Village at the Foothills I - Tucson, Arizona - -------------------------------------------- Village at the Foothills I is a 60 unit apartment community located in the northwest area of Tucson. The property maintained an average occupancy rate of 92% during 1997, compared to 94% in 1996. Apartment vacancy rates remain high in this market, but significant population growth in Tucson over the last few years is slowly reducing the number of available units. Low interest rates and affordable home prices have also increased competition by luring many renters to purchase homes. This competition has led to the reemergence of rental incentives and other concessions in the marketplace to attract tenants. Strong competition for tenants is likely to continue as the addition of new properties puts further pressure on occupancies. Financial Highlights Selected Financial Data For the periods ended December 31, 1997 1996 1995 1994 1993 - ------------------------------------------------------------------------------ Dollars in thousands, except for per unit data Total Income $4,384 $4,328 $4,516 $4,718 $4,479 Gain on Sale of Property _ _ 232 _ _ Net Income (Loss) (203) (3) (113) 37 (528) Net Cash Provided by (Used for) Operating Activities 979 1,334 864 1,150 (180) Long-term Obligations 11,555 11,770 11,969 14,219 14,418 Total Assets at Year End 18,370 18,920 19,931 24,772 25,237 Net Income (Loss) per Limited Partnership Unit* (2.51) (.03) (4.27) .42 (6.53) Distributions per Limited Partnership Unit* _ 9.00 9.00 5.50 _ Special Distributions per Limited Partnership Unit* _ _ 20.00 _ _ - ------------------------------------------------------------------------------ * 80,000 Units outstanding Cash Distributions Per Limited Partnership Unit 1997 1996 - ------------------------------------------------------------------------------- First Quarter _ 2.25 Second Quarter _ 2.25 Third Quarter _ 2.25 Fourth Quarter _ 2.25 ------ ------ Total $ _ $ 9.00 - ------------------------------------------------------------------------------- Quarterly cash distributions were suspended beginning in the first quarter of 1997 in order to fund roof replacements at Ponte Vedra Beach Village I. Consolidated Balance Sheets At December 31, At December 31, 1997 1996 - ------------------------------------------------------------------------------- Assets Investments in real estate: Land $5,744,972 $5,744,972 Buildings and improvements 23,681,664 23,525,644 ------------------------------ 29,426,636 29,270,616 Less accumulated depreciation (12,689,727) (11,874,334) ------------------------------ 16,736,909 17,396,282 Cash and cash equivalents 1,109,506 962,290 Restricted cash 342,282 317,268 Other assets, net of accumulated amortization of $260,496 in 1997 and $197,977 in 1996 181,421 243,940 - ------------------------------------------------------------------------------- Total Assets $18,370,118 $18,919,780 - ------------------------------------------------------------------------------- Liabilities and Partners' Capital (Deficit) Liabilities: Mortgages payable 11,554,935 $11,769,703 Accounts payable and accrued expenses 197,443 127,810 Due to affiliates 18,504 17,931 Security deposits 103,908 106,353 Distribution payable _ 200,000 ------------------------------- Total Liabilities 11,874,790 12,221,797 ------------------------------- Partners' Capital (Deficit): General Partners (567,156) (565,129) Limited Partners (80,000 Units outstanding) 7,062,484 7,263,112 ------------------------------- Total Partners' Capital 6,495,328 6,697,983 - ------------------------------------------------------------------------------- Total Liabilities and Partners' Capital $18,370,118 $18,919,780 - ------------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. Consolidated Statements of Operations For the years ended December 31, 1997 1996 1995 - ------------------------------------------------------------------------------- Income Rental $4,327,499 $4,264,370 $4,448,549 Interest and other 56,229 63,467 67,819 ---------------------------------- Total Income 4,383,728 4,327,837 4,516,368 - ------------------------------------------------------------------------------- Expenses Property operating 2,329,300 2,222,474 2,515,717 Depreciation and amortization 1,017,912 1,005,471 1,099,215 Interest 904,630 920,596 1,023,479 General and administrative 213,441 181,896 222,881 Write-off of assets 121,100 _ _ ---------------------------------- Total Expenses 4,586,383 4,330,437 4,861,292 - ------------------------------------------------------------------------------- Loss from operations (202,655) (2,600) (344,924) Gain on sale of property _ _ 232,402 - ------------------------------------------------------------------------------- Net Loss $ (202,655) $ (2,600) $ (112,522) - ------------------------------------------------------------------------------- Net Income (Loss) Allocated: To the General Partners $ (2,027) $ (26) $ 228,953 To the Limited Partners (200,628) (2,574) (341,475) - ------------------------------------------------------------------------------- $ (202,655) $ (2,600) $ (112,522) - ------------------------------------------------------------------------------- Per limited partnership Unit (80,000 Units outstanding) Loss from operations $(2.51) $(.03) $(4.27) - ------------------------------------------------------------------------------- Net Loss $(2.51) $(.03) $(4.27) - ------------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. Consolidated Statement of Partners' Capital (Deficit) For the years ended December 31, 1997, 1996 and 1995 General Limited Partners Partners Total - ------------------------------------------------------------------------------- Balance at December 31, 1994 $(618,500) $10,647,161 $10,028,661 Net Loss 228,953 (341,475) (112,522) Distributions ($29.00 per Unit) (95,556) (2,320,000) (2,415,556) - ------------------------------------------------------------------------------- Balance at December 31, 1995 (485,103) 7,985,686 7,500,583 Net Loss (26) (2,574) (2,600) Distributions ($9.00 per Unit) (80,000) (720,000) (800,000) - ------------------------------------------------------------------------------- Balance at December 31, 1996 (565,129) 7,263,112 6,697,983 Net Loss (2,027) (200,628) (202,655) Balance at December 31, 1997 $(567,156) $ 7,062,484 $ 6,495,328 - ------------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. Consolidated Statements of Cash Flows For the years ended December 31, 1997 1996 1995 - ------------------------------------------------------------------------------- Cash Flows From Operating Activities: Net loss $ (202,655) $ (2,600)$ (112,522) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 1,017,912 1,005,471 1,099,215 Write-off of assets 121,100 _ _ Gain on sale of property _ _ (232,402) Increase (decrease) in cash arising from changes in operating assets and liabilities: Fundings to restricted cash (325,093) (327,279) (361,130) Release of restricted cash 300,079 661,672 488,797 Other assets _ 5,900 _ Accounts payable and accrued expenses 69,633 (10,135) 10,996 Due to affiliates 573 482 (2,462) Security deposits (2,445) 135 (26,992) -------------------------------- Net cash provided by operating activities 979,104 1,333,646 863,500 - ------------------------------------------------------------------------------- Cash Flows From Investing Activities: Net proceeds from sale of property _ _ 1,522,242 Additions to real estate (417,120) (83,241) (199,476) -------------------------------- Net cash provided by (used for) investing activities (417,120) (83,241) 1,322,766 - ------------------------------------------------------------------------------- Cash Flows From Financing Activities: Distributions (200,000) (800,000)(2,460,001) Mortgage principal payments (214,768) (198,801) (199,366) Net cash used for financing activities (414,768) (998,801)(2,659,367) - ------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 147,216 251,604 (473,101) Cash and cash equivalents, beginning of year 962,290 710,686 1,183,787 - ------------------------------------------------------------------------------- Cash and cash equivalents, end of year $1,109,506 $ 962,290 $ 710,686 - ------------------------------------------------------------------------------- Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 940,630 $ 920,596 $1,023,479 - ------------------------------------------------------------------------------- Supplemental Disclosure of Non-Cash Investing Activities: Write-off of buildings & improvements $ (261,100) $ _ $ _ Write-off of accumulated depreciation 140,000 _ _ - ------------------------------------------------------------------------------- Supplemental Disclosure of Non-Cash Financing Activities: In connection with the sale of Country Place Village I in 1995, the $ 2,051,078 mortgage obligation on the property was assumed by the buyer, thereby releasing the Partnership from its mortgage obligation. See accompanying notes to the consolidated financial statements. Notes to the Consolidated Financial Statements December 31, 1997, 1996 and 1995 1. Organization ConAm Realty Investors 2 L.P. (formerly Hutton/ConAm Realty Investors 2) (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 December 17, 1981, as amended and restated October 8, 1982. The Partnership was formed for the purpose of acquiring and operating certain types of residential real estate. The original co-General Partners of the Partnership were RI 2 Real Estate Services Inc. ("RI-2"), an affiliate of Lehman Brothers Inc., and ConAm Property Services II, Ltd. ("CPS II"), an affiliate of Continental American Properties, Ltd. (the "General Partners"). On January 27, 1998, CPS II acquired RI-2's co-general partner interest in the Partnership effective July 1, 1997, pursuant to a purchase agreement between CPS II and RI-2 dated August 29, 1997. As a result, CPS II now serves as the sole general partner of the Partnership. The Partnership will continue until December 31, 2010 unless sooner terminated pursuant to the terms of the Partnership Agreement. 2. Significant Accounting Policies and Practices Financial Statements The consolidated financial statements are prepared on the accrual basis of accounting and include the accounts of the Partnership and its affiliated ventures when the Partnership has a controlling interest in the ventures. The effect of transactions between the Partnership and its ventures have been eliminated in consolidation. Investments in Real Estate Investments in real estate are recorded at cost less accumulated depreciation and include the initial purchase price of the property, legal fees, acquisition and closing costs. Revenue is recognized when earned and expenses (including depreciation) are recognized when incurred in accordance with generally accepted accounting principles. 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 (25 years). Maintenance and repairs are charged to operations as incurred. Costs incurred for 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 net income (loss) for the period. Impairment of Long-Lived Assets 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"), requires the Partnership to assess its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the real estate may not be recoverable. Recoverability of real estate to be held and used is measured by a comparison of the carrying amount of the real estate to future net cash flows (undiscounted and without interest) expected to be generated by the real estate. If the real estate is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the real estate exceeds the fair value of the real estate. Other Assets Included in other assets are costs incurred in connection with obtaining financing for the Partnership's properties. Such costs are amortized over the initial term of the mortgages payable on a method which approximates the effective-interest method. Income Taxes No provision for income taxes has been made in the financial statements as the liability for such taxes is that of the partners rather than the Partnership. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid short-term investments with original maturities of three months or less. Concentration of Credit Risk Financial instruments which potentially subject the Partnership to a concentration of credit risk principally consist of cash and cash equivalents and restricted cash in excess of the financial institution's federally insured limits. The Partnership invests its cash and cash equivalents and restricted cash with high credit quality federally insured financial institutions. Restricted Cash Restricted cash consists of escrows for real estate taxes and insurance as required by the first mortgage lender. Use of Estimates Management of the Partnership has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. 3. The Partnership Agreement The Partnership Agreement provides that net cash from operations, as defined, is to be distributed quarterly, 90% to the limited partners and 10% to the General Partners. Net loss is to be allocated 99% to the limited partners and 1% to the General Partners. Net income is to be generally allocated in accordance with the distribution of net cash from operations. Net proceeds from sales or refinancing are to be distributed 99% to the limited partners and 1% to the General Partners until each limited partner has received an amount equal to his adjusted capital value (as defined) and an annual, non-compounded cumulative 7% return thereon. The balance, if any, is to be distributed 85% to the limited partners and 15% to the General Partners. Gain from sales is to be allocated to each partner having a negative capital account balance, pro-rata, to the extent of such negative balance. Thereafter, such gain is to be allocated in accordance with the distribution of net proceeds from sale or refinancing, with the balance allocated to the limited partners. 4. Investments in Real Estate The Partnership owns four residential apartment complexes that were acquired either directly or through investments in joint ventures as follows: Apartment Date Purchase Property Name Units Location Acquired Price - ------------------------------------------------------------------------------ Creekside Oaks 120 Jacksonville, FL 11/18/83 $6,254,953 Ponte Vedra Beach Village I 122 Ponte Vedra Beach, FL 2/10/84 7,196,318 Rancho Antigua 220 Scottsdale, AZ 3/8/84 11,465,844 Village at the Foothills I 60 Tucson, AZ 2/27/85 3,804,103 - ------------------------------------------------------------------------------ On July 20, 1995, the Partnership sold Country Place Village I to an institutional buyer (the "Buyer"), which was unaffiliated with the Partnership. The selling price was determined by arm's length negotiations between the Partnership and the Buyer. Country Place Village I was sold for $3,665,000, which includes the assumption of the mortgage payable on Country Place Village I by the Buyer in the amount of $2,051,078. The Partnership received net proceeds of $1,522,242. On August 17, 1995, the Partnership paid a special distribution of $1,600,000 to the partners. The special distribution was comprised of net proceeds from the sale of Country Place Village I and Partnership cash reserves. The transaction resulted in a gain on sale of $232,402. The gain was allocated in accordance with the Partnership Agreement. The joint venture agreement of Rancho Antigua substantially provides that: a. Net cash from operations is to be distributed 100% to the Partnership until it has received an annual, noncumulative 12% return on its adjusted capital contribution. Any remaining balance is to be distributed 60% to the Partnership and 40% to the co-venturer. b. Net income of the joint venture and gain from sale is to be allocated basically in accordance with the distribution of net cash from operations, as defined, and net proceeds from sales, respectively. All net losses are to be allocated 98% to 100% to the Partnership depending on the joint venture agreement. c. Net proceeds from a sale or refinancing is to be distributed 100% to the Partnership until it has received an amount equal to 120% of its adjusted capital contribution and an annual, cumulative 12% return on its adjusted capital contribution. Thereafter, the Partnership is to receive approximately 50% to 75% of the balance depending on the joint venture agreement. The joint venture agreements and limited partnership agreements of Country Place Village I, Creekside Oaks, Ponte Vedra Beach Village I and Village at the Foothills I substantially provide that: a. Available cash from operations is to be distributed 100% to the Partnership until it has received an annual, non- cumulative preferred return, as defined. Any remaining balance is to be distributed 99% to the Partnership and 1% to the General Partners. b. Net income is to 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 General Partners. All losses are to be allocated first, to the partners with positive capital accounts, as defined, until such accounts have been reduced to zero then 99% to the Partnership and 1% to the General Partners. c. Income from a sale is to be allocated first, to the Partnership until the Partnership's capital accounts, as defined, are equal to the fair market value of the ventures' assets at the date of the amendments then, any remaining balance will be allocated 99% to the Partnership and 1% to the General Partners. Net proceeds from a sale or refinancing are to be distributed first to the partners with a positive capital account balance, as defined; thereafter, 99% to the Partnership and 1% to the General Partners. 5. Mortgages Payable On October 28, 1993, the Partnership obtained replacement financing on its Creekside Oaks, Ponte Vedra Beach I, Rancho Antigua and Country Place Village I properties totaling $14,450,000. The loans are secured by the respective properties and an assignment of rents and leases and bear interest at an annual rate of 7.75%. Each of the loans is a non-recourse loan with monthly payments of principal and interest of $93,283 based on a twenty-five year amortization schedule and a seven year term with the balance of the principal due on November 1, 2000. On July 20, 1995, County Place Village I was sold and the underlying mortgage, in the amount of $2,051,078, was assumed by the Buyer. Mortgages payable at December 31, 1997, consist of the following first mortgage loans: Property Principal --------------------------------------------------- Creekside Oaks $ 2,479,399 Ponte Vedra Beach Village I 3,742,489 Rancho Antigua 5,333,047 --------------------------------------------------- Annual maturities of mortgage principal at December 31, 1997 are as follows: Year Amount --------------------------------- 1998 $232,016 1999 250,650 2000 11,072,269 --------------------------------- Total $11,554,935 --------------------------------- 6. Fair Value of Financial Instruments Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires that the fair values be disclosed for the Partnership's financial instruments. The carrying amount of cash and cash equivalents, restricted cash, distribution payable, accounts payable and accrued expenses, due to affiliates and security deposits are reasonable estimates of their fair values due to the short-term nature of those instruments. The carrying amount of the mortgages payable is a reasonable estimate of fair value based on management's belief that the interest rates and terms of the debt are comparable to those commercially available to the Partnership in the marketplace for similar instruments. 7. Transactions With Related Parties The following is a summary of fees earned and reimbursable expenses to the General Partners and their affiliate for the years ended December 31, 1997, 1996, and 1995, and the unpaid portion at December 31, 1997: Earned and Unpaid at December 31, Earned 1997 1997 1996 1995 - ---------------------------------------------------------------------------- RI 2 Real Estate Services Inc.: Out-of-pocket expenses $ _ $ 402 $ 807 $2,577 ConAm and affiliates: Property operating salaries _ 321,517 323,312 336,760 Property management fees 18,504 216,432 213,281 223,677 Administrative expenses _ 18,425 _ _ - ---------------------------------------------------------------------------- Total $18,504 $556,776 $537,400 $563,014 - ---------------------------------------------------------------------------- 8. Reconciliation of Financial Statement and Tax Information The following is a reconciliation of the net loss for financial statement purposes to net income (loss) for federal income tax purposes for the years ended December 31, 1997, 1996 and 1995: 1997 1996 1995 - ------------------------------------------------------------------------------- Net loss per financial statements $(202,655) $ (2,600) $ (112,522) Tax basis joint venture net loss in excess of GAAP basis joint venture loss (unaudited) (201,705) (193,019) (233,232) Gain on sale of property for tax purposes in excess of gain per financial statements (unaudited) _ _ 1,536,333 Loss on write-off of assets per financial statements not recognized for tax purposes (unaudited) 121,100 _ _ Other (unaudited) 11,000 1,397 (5,457) - ------------------------------------------------------------------------------- Taxable net income (loss)(unaudited) $(272,260) $(194,222) $1,185,122 - ------------------------------------------------------------------------------- The following is a reconciliation of partners' capital for financial statement purposes to partners' capital for federal income tax purposes as of December 31, 1997, 1996 and 1995: 1997 1996 1995 - ------------------------------------------------------------------------------- Partners' capital per financial statements $6,495,328 $6,697,983 $7,500,583 Adjustment for cumulative difference between tax basis loss and loss per financial statements (unaudited) (5,054,580) (4,984,975) (4,793,353) Partners' capital per income tax return (unaudited) $1,440,748 $1,713,008 $2,707,230 - ------------------------------------------------------------------------------- At December 31, 1997, the tax basis of the Partnership's assets was $13,281,545 and the tax basis of the Partnership's liabilities was $11,840,797. 9. Distributions Paid Cash distributions, per the consolidated statements of partners' capital (deficit) 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, - ------------------------------------------------------------------------------ 1997 $ 200,000 $ _ $ 200,000 $ _ 1996 200,000 800,000 800,000 200,000 1995 244,445 2,415,556 2,460,001 200,000 - ------------------------------------------------------------------------------ Independent Auditors' Report The General Partner ConAm Realty Investors 2 L.P.: We have audited the accompanying consolidated balance sheet of ConAm Realty Investors 2 L.P. (a California limited partnership) (formerly Hutton/ConAm Realty Investors 2) and consolidated ventures (the "Partnership"), as of December 31, 1997, and the related consolidated statements of operations, partners' capital (deficit), and cash flows for the year then ended. 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the 1997 consolidated financial statements referred to above present fairly, in all material respects, the financial position of ConAm Realty Investors 2 L.P. and consolidated ventures as of December 31, 1997, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP San Diego, California March 3, 1998 Report of Former Independent Accountants To the Partners of ConAm Realty Investors 2 L.P.: We have audited the consolidated balance sheet of ConAm Realty Investors 2 L.P. (formerly Hutton/ConAm Realty Investors 2), a California limited partnership, and Consolidated Ventures as of December 31, 1996 and the related consolidated statements of operations, partners' capital (deficit) and cash flows for each of the two 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 ConAm Realty Investors 2 L.P., 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 two 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 of Net Asset Value Per Unit at December 31, 1997 (Unaudited) Acquisition Cost (Purchase Price Plus General Partners' December 31, Date of Acquisition 1997 Appraised Property Acquisition Fees) Value (1) - ------------------------------------------------------------------------------- Creekside Oaks 11-18-83 $ 6,238,445 $5,500,000 Ponte Vedra Beach Village I 02-10-84 7,123,950 8,000,000 Rancho Antigua 03-08-84 11,446,176 12,600,000 Village at the Foothills I 02-27-85 3,756,741 2,400,000 ----------- ----------- $28,565,312 $28,500,000 Cash and cash equivalents 1,451,788 Other assets 4,283 ----------- $29,956,071 Less: Total liabilities 11,874,790 ----------- Partnership Net Asset Value (2) $18,081,281 ----------- Net Asset Value Allocated: Limited Partners $17,818,248 General Partner 263,033 ----------- $18,081,281 ----------- Net Asset Value Per Unit (80,000 Units outstanding) $222.73 - ------------------------------------------------------------------------------- (1) This represents the December 31, 1997 Appraised Values which were determined by an independent property appraisal firm. (2) The Partnership Net Asset Value assumes a hypothetical sale at December 31, 1997 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 assets and 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 may 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 and Accumulated Depreciation December 31, 1997 Residential Property: Ponte Vedra Village Creekside Beach Rancho at the Oaks Village 1 Antigua Foothills Total - ------------------------------------------------------------------------------- Location Jacksonville, Ponte Vedra Scottsdale, Tucson, na FL Beach, FL AZ AZ Construction date 1982 1983 1984 1984 na Acquisition date 11-18-83 02-10-84 03-08-84 02-27-85 na Life on which depreciation in latest income statements is computed (3) (3) (3) (3) na Encumbrances $2,479,399 $3,742,489 $5,333,047 $ _ $11,554,935 Initial cost to Partnership: Land 400,317 1,015,028 3,490,498 798,823 5,704,666 Buildings and improvements 5,854,636 6,181,290 7,975,346 3,005,280 23,016,552 Costs capitalized subsequent to acquisition: Land, buildings and improvements 281,499 554,569 118,634 11,816 966,518 Write-off of buildings and improvements _ (261,100) _ _ (261,100) Gross amount at which carried at close of period: (1) Land $403,193 $1,045,472 $3,497,484 $798,823 $5,744,972 Buildings and improvements 6,133,259 6,444,315 8,086,994 3,017,096 23,681,664 - ------------------------------------------------------------------------------- $6,536,452 $7,489,787 $11,584,478 $3,815,919 $29,426,636 - ------------------------------------------------------------------------------- Accumulated depreciation (2) (3,366,254) (3,327,647) (4,449,485)(1,546,341)(12,689,727) - ------------------------------------------------------------------------------- (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 $21,910,933. (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, 1997, 1996, and 1995 follows: 1997 1996 1995 - ------------------------------------------------------------------------------- Investments in real estate: Beginning of period $29,270,616 $29,187,375 $34,056,223 Additions 417,120 83,241 199,476 Dispositions and disposals (261,100) _ (5,068,324) - ------------------------------------------------------------------------------- End of period $29,426,636 $29,270,616 $29,187,375 - ------------------------------------------------------------------------------- Accumulated depreciation: Beginning of period $11,874,334 $10,931,382 $11,699,378 Depreciation expense 955,393 942,952 1,029,336 Dispositions and disposals (140,000) _ (1,797,332) - ------------------------------------------------------------------------------- End of period $12,689,727 $11,874,334 $10,931,382 - ------------------------------------------------------------------------------- See accompanying independent auditors' report. Independent Auditors' Report The General Partner ConAm Realty Investors 2 L.P.: Under date of March 3, 1998, we reported on the consolidated balance sheet of ConAm Realty Investors 2 L.P. (a California limited partnership) (formerly Hutton/ConAm Realty Investors 2) and consolidated ventures (the "Partnership") as of December 31, 1997, and the related consolidated statements of operations, partners' capital (deficit), and cash flows for the year then ended, as contained in the 1997 annual report to Unitholders. These consolidated financial statements and our report thereon are incorporated by reference in the 1997 annual report on Form 10-K. In connection with our audit of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule. This consolidated financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this consolidated financial statement schedule based on our audit. In our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. KPMG Peat Marwick LLP San Diego, California March 3, 1998 Report of Former Independent Accountants Our report on the consolidated financial statements of ConAm Realty Investors 2 L.P. (formerly Hutton/ConAm Realty Investors 2), a California Limited Partnership, and Consolidated Ventures has been incorporated by reference in this Form 10-K from the Annual Report to Unitholders of ConAm Realty Investors 2 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 EX-27 3 FINANCIAL DATA SCHEDULE FOR 1997 FORM 10-K CONAM REALTY INVESTORS 81 L.P.
5 12-mos Dec-31-1997 Dec-31-1997 1,388,845 0 0 0 0 0 21,605,442 11,022,393 12,494,742 456,044 9,830,261 0 0 0 2,208,437 12,494,742 3,196,975 3,299,487 0 1,520,450 946,415 0 840,832 (8,210) 0 0 0 0 0 (8,210) (.10) (.10)
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