-----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, LrqJFeB4Zatdy0QB764l98FXXLMtgppDJzEwNinBPDoDhK7azFs5ucVPhSBhRbfQ ubaauTnjxkLr2lPGEMiGOQ== 0001047469-99-030773.txt : 19990812 0001047469-99-030773.hdr.sgml : 19990812 ACCESSION NUMBER: 0001047469-99-030773 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAM REALTY INVESTORS 4 L P CENTRAL INDEX KEY: 0000722745 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112685746 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13329 FILM NUMBER: 99683268 BUSINESS ADDRESS: STREET 1: 1764 SAN DIEGO AVE 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 4 DATE OF NAME CHANGE: 19920703 10-Q 1 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 JUNE 30, 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: 0-13329 CONAM REALTY INVESTORS 4 L.P. ----------------------------- EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER California 11-2685746 ---------- ---------- STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION I.R.S. EMPLOYER IDENTIFICATION NO. 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 4 L.P. AND CONSOLIDATED VENTURES PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements CONSOLIDATED BALANCE SHEETS
AT JUNE 30, AT DECEMBER 31, 1999 1998 -------------------------------------------------------------------------------------------------------------------- ASSETS Investments in real estate: Land $ - $ 2,153,239 Buildings and improvements - 11,023,211 ----------------------------------------- - 13,176,450 Less accumulated depreciation - (5,968,023) ----------------------------------------- - 7,208,427 Cash and cash equivalents 334,577 1,403,143 Other assets - 160,534 -------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 334,577 $ 8,772,104 ==================================================================================================================== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses 74,194 239,393 Due to General Partner - 6,853 Security deposits - 34,109 ----------------------------------------- Total Liabilities 74,194 280,355 ----------------------------------------- Partners' Capital: General Partner 35,157 - Limited Partners (128,110 Units outstanding) 225,226 8,491,749 ----------------------------------------- Total Partners' Capital 260,383 8,491,749 -------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 334,577 $ 8,772,104 ====================================================================================================================
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 4 L.P. AND CONSOLIDATED VENTURES CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 1999 1998 1999 1998 ---------------------------------------------------------------------------------------------------------------------------- INCOME Rental $ - $ 405,666 $ 115,938 $ 813,940 Interest and other 4,592 21,830 51,767 85,413 -------------------------------------------------------------------------------- Total Income 4,592 427,496 167,705 899,353 ---------------------------------------------------------------------------------------------------------------------------- EXPENSES Property operating - 224,735 141,887 486,716 Depreciation - 105,701 17,623 211,402 General and administrative 44,073 55,022 86,977 114,626 -------------------------------------------------------------------------------- Total Expenses 44,073 385,458 246,487 812,744 ---------------------------------------------------------------------------------------------------------------------------- Income (Loss) from operations (39,481) 42,038 (78,782) 86,609 Gain on sale of properties - - 1,939,570 - ---------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ (39,481) $ 42,038 $ 1,860,788 $ 86,609 ============================================================================================================================ NET INCOME (LOSS) ALLOCATED: To the General Partner $ (395) $ 14,235 $ 127,044 $ 28,469 To the Limited Partners (39,086) 27,803 1,733,744 58,140 ---------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ (39,481) $ 42,038 $ 1,860,788 $ 86,609 ============================================================================================================================ PER LIMITED PARTNERSHIP UNIT (128,110 UNITS OUTSTANDING) Income (Loss) from operations $ (0.31) $ 0.22 $ (0.61) $ 0.45 Gain on sale of properties - - 14.14 - ---------------------------------------------------------------------------------------------------------------------------- NET INCOME (LOSS) $ (0.31) $ 0.22 $ 13.53 $ 0.45 ============================================================================================================================
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL FOR THE SIX MONTHS ENDED JUNE 30, 1999
GENERAL LIMITED PARTNER PARTNERS TOTAL ------------------------------------------------------------------------------------------------------------------------- BALANCE AT DECEMBER 31, 1998 $ - $ 8,491,749 $ 8,491,749 Net income 127,044 1,733,744 1,860,788 Distributions ($78.06 per Limited Partner Unit) (91,887) (10,000,267) (10,092,154) ------------------------------------------------------------------------------------------------------------------------- BALANCE AT JUNE 30, 1999 $ 35,157 $ 225,226 $ 260,383 =========================================================================================================================
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 4 L.P. AND CONSOLIDATED VENTURES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 1998 ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,860,788 $ 86,609 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 17,623 211,402 Gain on sale of properties (1,939,570) - Increase (decrease) in cash arising from changes in operating assets and liabilities: Other assets 160,534 (42,061) Accounts payable and accrued expenses (165,199) 29,566 Due to General Partner (6,853) 864 Security deposits (34,109) (8,862) -------------------------------------- Net cash provided by (used in) operating activities (106,786) 277,518 ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES- net proceeds from sale of properties 9,130,374 - ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES- distributions (10,092,154) (13,871,467) ------------------------------------------------------------------------------------------------------------------------- Net decrease in cash and cash equivalents (1,068,566) (13,593,949) Cash and cash equivalents, beginning of period 1,403,143 15,150,595 ------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 334,577 $ 1,556,646 =========================================================================================================================
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONAM REALTY INVESTORS 4 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 June 30, 1999 and the results of operations for the three and six months ended June 30, 1999 and 1998, cash flow for the six months ended June 30, 1999 and 1998, and the consolidated statement of partners' capital for the six months ended June 30, 1999. Results for the six months ended June 30, 1999 are not necessarily indicative of the results to be expected for the full year. The Partnership has 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 fiscal year 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 4 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 $10,000,267 to the Limited Partner Unitholders ($78.06 per Unit) and $91,887 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 and distribution, cash and cash equivalents comprise all of the remaining assets of the Partnership. The General Partner believes that the Partnership has sufficient cash to meet the needs of the Partnership for any contingencies or costs associated with the Sale and final liquidation of the Partnership. 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 June 30, 1999, the Partnership had cash and cash equivalents of $334,577 compared with $1,403,143 at December 31, 1998. The decrease in cash and cash equivalents is due to the Sale of the Properties and the subsequent distribution of substantially all of the net proceeds thereof and other Partnership cash. Remaining cash available, if any, after the satisfaction of all Partnership obligations will be distributed pursuant to the Partnership agreement. RESULTS OF OPERATIONS Partnership net income (loss) for the three and six months ended June 30, 1999 was ($39,481) and $1,860,788, respectively, compared to net income of $42,038 and $86,609 for the corresponding periods in fiscal 1998. The decreased income for the three months ended June 30, 1999 is primarily attributable to the Sale of the Properties. The increase in income for the six month period is primarily attributable to the gain on the Sale. The Partnership generated operating losses for the three and six months ended June 30, 1999 of $39,481 and $78,782, respectively, compared to operating income of $42,038 and $86,609, respectively, for the corresponding periods in fiscal 1998. Total income for the three and six months ended June 30, 1999 totaled $4,592 and $167,705, respectively, compared with $427,496 and $899,353, respectively, for the corresponding period in fiscal 1998. The decreased total income and operating loss for the three and six months ended June 30, 1999, is primarily attributable to the decrease in rental income attributable to the Sale on January 29, 1999, partially offset by interest income earned on the proceeds from the Sale prior to distributions to the Unitholders and reduced operating expenses. Total expenses for the three and six months ended June 30, 1999 were $44,073 and $246,487, respectively, compared to $385,458 and $812,744, respectively, for the corresponding periods in fiscal 1998. The decrease in total expenses is primarily attributable to the Sale. General and administrative expenses for the three and six months ended June 30, 1999 were $44,073 and $86,977, respectively, compared to $55,022 and $114,626, respectively, for the corresponding periods in fiscal 1998. The decrease in general and administrative expenses is primarily attributable to a reduction in printing, mailing and investor relation expenses. 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 Due to the consummation of the Sale, 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 1-5. Not applicable ITEM 6. Exhibits & Reports on Form 8-K (a) Exhibits 3.1 Amendment, dated January 18, 1999 to Partnership's Certificate and Agreement of Limited Partnership (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 Village at the Foothills (Phase II) Joint Venture Limited Partnership and DOC Investors, L.L.C. dated January 26, 1999 with respect to the Sale of Village at the Foothills II & III Apartments (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 Shadowood Village, Ltd. and DOC Investors, L.L.C. dated January 26, 1999 with respect to Shadowood Village 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). (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 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 IV, LTD. General Partner of ConAm Realty Investors 4 L.P. BY: CONTINENTAL AMERICAN DEVELOPMENT, INC. GENERAL PARTNER Date: August 10, 1999 BY: /s/ DANIEL J. EPSTEIN --------------------- Daniel J. Epstein Director, President, and Principal Executive Officer Date: August 10, 1999 BY: /s/ ROBERT J. SVATOS --------------------- Robert J. Svatos Vice President and Director EX-27 2 EXHIBIT 27
5 6-MOS DEC-31-1999 JAN-1-1999 JUN-30-1999 334,577 0 0 0 0 0 0 0 334,577 74,194 0 0 0 0 260,383 334,577 115,938 2,107,275 0 141,887 104,600 0 0 1,860,788 0 0 0 0 0 1,860,788 13.53 13.53
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