-----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, U6Nfq1rkbXaKAVaRnhddC7sEYU8kaHi8pooVUw61rsdZi0rSXSytPn95RhUn2Wlu gzPcq8eizkRsnaZaTUV2oA== 0001047469-99-020494.txt : 19990517 0001047469-99-020494.hdr.sgml : 19990517 ACCESSION NUMBER: 0001047469-99-020494 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAM REALTY INVESTORS 2 L P 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-Q SEC ACT: SEC FILE NUMBER: 000-11085 FILM NUMBER: 99622594 BUSINESS ADDRESS: STREET 1: 1764 SAN DIEGO AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92110 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON CONAM REALTY INVESTORS 2 DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q 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, 1999 or Transition Report Pursuant to Section 13 of 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. ---------------------------------------------------- EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER California 13-3100545 ---------- ---------- STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER IDENTIFICATION NO. INCORPORATION OR ORGANIZATION 1764 San Diego Avenue SAN DIEGO, CA 92110-1906 - --------------------- ---------- ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE (619) 297-6771 -------------- 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 --- --- CONAM REALTY INVESTORS 2 L.P. AND CONSOLIDATED VENTURES PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS AT MARCH 31, AT DECEMBER 31, 1999 1998 ------------------------------------------------------------------------------------------------------------- ASSETS Investments in real estate: Land $ - $ 5,744,972 Buildings and improvements - 23,718,118 --------------------------------------------- - 29,463,090 Less accumulated depreciation - (13,640,819) --------------------------------------------- - 15,822,271 Cash and cash equivalents 694,402 1,220,656 Restricted cash - 345,558 Other assets, net of accumulated amortization of $0 in 1999 and $323,015 in 1998 29,862 326,486 ------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 724,264 $ 17,714,971 ============================================================================================================= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Mortgages payable $ - $ 11,322,919 Accounts payable and accrued expenses 99,545 287,482 Due to general partner and affiliates - 18,547 Security deposits - 92,096 --------------------------------------------- Total Liabilities 99,545 11,721,044 --------------------------------------------- Partners' Capital (Deficit): General Partner (120,500) (617,296) Limited Partners (80,000 Units outstanding) 745,219 6,611,223 --------------------------------------------- Total Partners' Capital 624,719 5,993,927 ------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 724,264 $ 17,714,971 =============================================================================================================
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 2 L.P. AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998 ------------------------------------------------------------------------------------------------------------ INCOME Rental $ 327,728 $1,124,991 Interest and other 78,520 9,368 ------------------------- ------------------- Total Income 406,248 1,134,359 ------------------------------------------------------------------------------------------------------------ EXPENSES Property operating 317,398 540,321 Depreciation and amortization 42,284 253,338 Interest 73,122 223,515 General and administrative 20,012 48,055 ------------------------------------------------- Total Expenses 452,816 1,065,229 ------------------------------------------------------------------------------------------------------------ Income (loss) from operations (46,568) 69,130 Gain on sale of properties 13,306,236 - ------------------------------------------------------------------------------------------------------------ Income before extraordinary items 13,259,668 69,130 Extraordinary loss from debt extinguishment (700,223) - ============================================================================================================ NET INCOME $ 12,559,445 $ 69,130 ============================================================================================================ NET INCOME ALLOCATED: To the General Partner $ 585,449 $ 6,913 To the Limited Partners 11,973,996 62,217 ============================================================================================================ NET INCOME $ 12,559,445 $ 69,130 ============================================================================================================ PER LIMITED PARTNERSHIP UNIT (80,000 UNITS OUTSTANDING) Income (loss) from operations $ (0.58) $ 0.78 Gain on sale of properties 159.00 - Extraordinary loss from debt extinguishment (8.75) - ============================================================================================================ NET INCOME $ 149.67 $ 0.78 ============================================================================================================
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL FOR THE THREE MONTHS ENDED MARCH 31,1999
GENERAL LIMITED PARTNER PARTNERS TOTAL ------------------------------------------------------------------------------------------------------------------- BALANCE (DEFICIT) AT DECEMBER 31, 1998 $ (617,296) $ 6,611,223 $ 5,993,927 Net income 585,449 11,973,996 12,559,445 Distributions ($223.00 per Unit) (88,653) (17,840,000) (17,928,653) =================================================================================================================== BALANCE (DEFICIT) AT MARCH 31, 1999 $ (120,500) $ 745,219 $ 624,719 ===================================================================================================================
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 2 L.P. AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998 ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,559,445 $ 69,130 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 42,284 253,338 Gain on sale of properties (13,306,236) - Extraordinary loss from debt extinguishment 700,223 - Increase (decrease) in cash arising from changes in operating assets and liabilities: Fundings to restricted cash - (82,107) Release of restricted cash 345,558 52,924 Other assets 182,004 (17,328) Accounts payable and accrued expenses (187,937) 13,850 Due to general partner and affiliates (18,547) 709 Security deposits (92,096) (1,680) --------------------------------------------- Net cash provided by operating activities 224,698 288,836 ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES- Net proceeds from sale of properties 28,500,620 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Distributions (17,928,653) - Mortgage principal payments (11,322,919) (56,334) --------------------------------------------- Net cash used in financing activities (29,251,572) (56,334) ------------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents (526,254) 232,502 Cash and cash equivalents, beginning of period 1,220,656 1,109,506 ------------------------------------------------------------------------------------------------------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 694,402 $ 1,342,008 ============================================================================================================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION- Cash paid during the period for interest $ 73,122 $ 223,515 ------------------------------------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 2 L.P. AND CONSOLIDATED VENTURES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1998 audited consolidated financial statements within Form 10-K. The unaudited interim consolidated financial statements include all normal and recurring adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of March 31, 1999 and the results of operations and cash flows for the three months ended March 31, 1999 and 1998 and the consolidated statement of partners' capital for the three months ended March 31, 1999. Results of operations are not necessarily indicative of the results to be expected for the full year. The Partnership sold its remaining investments in real estate. The sale and liquidation plan was approved by the Unitholders through a consent solicitation statement as of January 15, 1999 and the sale of the properties was completed on January 29, 1999. 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 for the period. Within 30 days of the completion of the sale of the properties, the Partnership declared a cash distribution representing substantially all of the net proceeds from sale and substantially all of the remaining cash from operations of the Partnership less an amount for costs and contingencies associated with the sale and liquidation of the Partnership. No other significant events have occurred subsequent to the year ended December 31, 1998, and no material contingencies exist, which would require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a) (5). CONAM REALTY INVESTORS 2 L.P. AND CONSOLIDATED VENTURES ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES On February 26, 1999, the Partnership declared cash distributions in the amounts of $17,840,000 to the Limited Partner Unitholders ($223.00 per Unit) and $88,653 to the General Partner, which amounts represent substantially all of the net proceeds from the sale (the "Sale" ) of the Partnership's remaining investments in real estate ("Properties") together with other available cash from operations of the Partnership less an amount for costs associated with the liquidation of the Partnership and other contingencies. As a result of the Sale of the remaining Properties, the only source of revenue prior to final liquidation will be the interest generated on the remaining cash balances. The remaining cash is invested in an unaffiliated highly liquid money market fund. At March 31, 1999, the Partnership had cash and cash equivalents of $694,402 compared with $1,220,656 at December 31, 1998. The decrease in cash and cash equivalents is due to the distribution of the proceeds from the Sale and cash from operations. The General Partner believes that the Partnership has sufficient cash to meet the needs of the Partnership for any contingencies or costs associated with Sale and the final liquidation of the Partnership. As required by the Partnership agreement, upon the final liquidation of the Partnership, the general partner will contribute $177,778 to the Partnership, which represents distributions of net proceeds from sale or refinancing previously received by the general partner. Remaining cash available, if any, after the contribution of the general partner and the satisfaction of all Partnership obligations, will be distributed pursuant to the Partnership agreement. Results of Operations Partnership net income for the three months ended March 31, 1999 was $12,559,445 compared to $69,130 for the corresponding period in1998. The increase for the three months ended March 31, 1999 is primarily attributable to the gain on the Sale. For the three months ended March 31, 1999, the Partnership generated operating losses of $46,568 compared to operating income of $69,130 for the corresponding period in 1998. Rental income totaled $327,728 for the three months ended March 31, 1999 compared with $1,124,991 for the corresponding period in 1998. Partnership expenses for the three months ended March 31, 1999 totaled $452,816 compared with $1,065,229 for the corresponding period in 1998. For the three months ended March 31, 1999, the decreased income from operations, rental income and partnership expenses are primarily attributable to the Sale on January 29, 1999. Year 2000 Due to the consummation of the Sale, the Partnership is no longer engaged in the operation of real properties or any other business. As a result of the foregoing, and in view of the General Partner's plan to complete the full liquidation of the Partnership prior to January 1, 2000, the Partnership has no exposure to Year 2000 issues. ITEM 3. Quantitative and Qualitative Disclosures About Market Risks Since the Partnership sold its remaining Properties on January 29, 1999 and has no interest-bearing indebtedness, the Partnership has no exposure to interest rate risk. In addition, the Partnership is expected to be liquidated during 1999. PART II -- OTHER INFORMATION ITEMS 1-3. Not applicable ITEM 4. Submission of Matters to a Vote of Security Holders. Pursuant to a Consent Solicitation Statement dated December 16, 1998, the Unitholders were asked to approve two proposals as follows: (i) the sale of all of the Partnership's remaining real estate investments to DOC Investors, L.L.C. (the "Sale"); and (ii) an amendment to the Partnership's partnership agreement to permit sales of Partnership properties to affiliates of the General Partner if the terms of the sale are approved by the Unitholders (the "Amendment"). By its terms, the consent solicitation was to terminate on January 15, 1999, unless such date was extended by the General Partner for an aggregate of up to an additional 40 days. Since both the Sale and the Amendment were approved by the requisite majority-in-interest of the Unitholders (i.e., at least 40,001 Units) as of January 15, 1999, the consent solicitation terminated on such date. Upon termination of the consent solicitation, the results of the consent solicitation were as follows: (i) With respect to the Sale - 48,437 Units "FOR;" 1,214 Units "AGAINST;" and 525 Units "ABSTAIN;" and (ii) with respect to the Amendment - 47,679 Units "FOR;" 1,882 Units "AGAINST;" and 615 Units "ABSTAIN." The foregoing results do not include any votes received after the termination of the consent solicitation. ITEM 5. Not applicable ITEM 6. Exhibits & Reports on Form 8-K (a) Exhibits 3.1 Amendment, dated January 18, 1999 to Partnership's Amended and Restated Certificate of Limited Partnership Agreement (included as, and incorporated herein by reference to, Exhibit 4.1 to the Partnership's Report on Form 8-K filed on February 16, 1999). 10.1 Agreement for Purchase and Sale and Joint Escrow Instructions between Creekside Oaks Joint Venture and Doc Investors, L.L.C. dated January 26, 1999 with respect to the Sale of Creekside Oaks (included as, and incorporated herein by reference to, Exhibit 10.1 to the Partnership's Report on Form 8-K filed on February 16, 1999). 10.2 Agreement for Purchase and Sale and Joint Escrow Instructions between Ponte Vedra Beach Village Joint Venture and Doc Investors, L.L.C. dated January 26, 1999 with respect to the Sale of Ponte Vedra Beach Village I Apartments (included as, and incorporated herein by reference to, Exhibit 10.2 to the Partnership's Report on Form 8-K filed on February 16, 1999). 10.3 Agreement for Purchase and Sale and Joint Escrow Instructions between Rancho Antigua Joint Venture and Doc Investors, L.L.C. dated January 26, 1999 with respect to the Sale of Rancho Antigua (included as, and incorporated herein by reference to, Exhibit 10.3 to the Partnership's Report on Form 8-K filed on February 16, 1999). 10.4 Agreement for Purchase and Sale and Joint Escrow Instructions between Village at the Foothills (Phase I) Joint Venture Limited Partnership and Doc Investors, L.L.C. dated January 26, 1999 with respect to the Sale of Village at Foothills I Apartments (included as, and incorporated herein by reference to, Exhibit 10.4 to the Partnership's Report on Form 8-K filed on February 16, 1999). (b) Reports on Form 8-K On February 16, 1999, the Partnership filed a Form 8-K for the purpose of disclosing the consummation of the sale of all of its real property investments on January 29, 1999 to DOC Investors, L.L.C. No other reports on Form 8-K were filed during the quarter ended March 31, 1999. (27) Financial Data Schedule 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 hereunto duly authorized. CONAM PROPERTY SERVICES II, LTD. General Partner of ConAm Realty Investors 2 L.P. BY: CONTINENTAL AMERICAN DEVELOPMENT, INC. GENERAL PARTNER Date: May 14, 1999 BY: /s/ DANIEL J. EPSTEIN ------------------------- Daniel J. Epstein Director, President, and Principal Executive Officer Date: May 14, 1999 BY: /s/ ROBERT J. SVATOS ------------------------ Robert J. Svatos Vice President and Director EX-27 2 EXHIBIT 27
5 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 694,402 0 0 0 0 0 0 0 724,264 99,545 0 0 0 0 624,719 724,264 327,728 406,248 0 317,398 62,296 0 73,122 13,259,668 0 13,259,668 0 (700,223) 0 12,559,445 149.67 149.67
-----END PRIVACY-ENHANCED MESSAGE-----