Hutton/ConAm Realty Investors 81 and Consolidated Ventures United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 1997 or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from ______ to ______ Commission File Number: 0-10223 HUTTON/CONAM REALTY INVESTORS 81 Exact Name of Registrant as Specified in its Charter California 13-3069026 State or Other Jurisdiction of I.R.S. Employer Identification No. Incorporation or Organization 3 World Financial Center, 29th Floor, New York, NY Attn: Andre Anderson 10285 Address of Principal Executive Offices Zip Code (212) 526-3237 Registrant's Telephone Number, Including Area Code Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Consolidated Balance Sheets At March 31, At December 31, 1997 1996 Assets Investments in real estate: Land $ 3,630,175 $ 3,630,175 Buildings and improvements 17,975,267 17,975,267 ------------------------------ 21,605,442 21,605,442 Less accumulated depreciation (10,483,135) (10,303,382) ------------------------------ 11,122,307 11,302,060 Cash and cash equivalents 1,477,463 2,741,077 Restricted cash 450,742 351,444 Mortgage fees, net of accumulated amortization of $232,767 in 1997 and $220,063 in 1996 122,950 135,654 Other assets 8,932 14,292 ------------------------------ Total Assets $13,182,394 $14,544,527 ============================== Liabilities and Partners' Capital Liabilities: Mortgages payable $ 9,915,731 $ 9,943,036 Distribution payable 160,929 1,478,811 Accounts payable and accrued expenses 241,368 177,414 Security deposits 72,943 71,858 Due to general partners and affiliates 13,992 13,045 ------------------------------ Total Liabilities 10,404,963 11,684,164 Partners' Capital (Deficit): General Partners (201,261) (201,261) Limited Partners 2,978,692 3,061,624 ------------------------------ Total Partners' Capital 2,777,431 2,860,363 Total Liabilities and Partners' Capital $13,182,394 $14,544,527 ============================== Consolidated Statement of Partners' Capital (Deficit) For the three months ended March 31, 1997 General Limited Partners Partners Total Balance at December 31, 1996 $ (201,261) $ 3,061,624 $ 2,860,363 Net income 16,093 61,904 77,997 Cash distributions (16,093) (144,836) (160,929) ------------------------------------ Balance at March 31, 1997 $ (201,261) $ 2,978,692 $ 2,777,431 ==================================== Consolidated Statements of Operations For the three months ended March 31, 1997 1996 Income Rental $ 804,210 $ 912,030 Interest and other 37,423 24,955 ------------------------- Total Income 841,633 936,985 Expenses Property operating 310,446 466,170 Interest 211,097 252,623 Depreciation and amortization 192,457 228,697 General and administrative 49,636 46,640 ------------------------- Total Expenses 763,636 994,130 Net Income (Loss) $ 77,997 $ (57,145) ========================= Net Income (Loss) Allocated: To the General Partners $ 16,093 $ (571) To the Limited Partners 61,904 (56,574) ------------------------- $ 77,997 $ (57,145) ========================= Per limited partnership unit (78,290 outstanding) $.79 $(.72) Consolidated Statements of Cash Flows For the three months ended March 31, 1997 1996 Cash Flows From Operating Activities: Net income (loss) $ 77,997 $ (57,145) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 192,457 228,697 Increase (decrease) in cash arising from changes in operating assets and liabilities: Fundings to restricted cash (99,298) (95,761) Other assets 5,360 9,355 Accounts payable and accrued expenses 63,954 17,745 Security deposits 1,085 5,434 Due to general partners and affiliates 947 189 ------------------------- Net cash provided by operating activities 242,502 108,514 ------------------------- Cash Flows From Financing Activities: Distributions (1,478,811) (173,978) Mortgage principal payments (27,305) (30,066) ------------------------- Net cash used for financing activities (1,506,116) (204,044) Net decrease in cash and cash equivalents (1,263,614) (95,530) Cash and cash equivalents, beginning of period 2,741,077 1,499,119 Cash and cash equivalents, end of period $1,477,463 $1,403,589 ========================= Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 211,097 $ 252,623 Notes to the Consolidated Financial Statements The unaudited interim consolidated financial statements should be read in conjunction with the Partnership's annual 1996 audited consolidated financial statements within Form 10-K. The unaudited interim consolidated financial statements include all normal and reoccurring adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of March 31, 1997 and the results of operations and cash flows for the three months ended March 31, 1997 and 1996 and the statement of partner's capital (deficit) for the three months ended March 31, 1997. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified in order to conform to the current year's presentation. No significant events have occurred subsequent to fiscal year 1996, and no material contingencies exist, which would require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At March 31, 1997, the Partnership had cash and cash equivalents of $1,477,463, which were invested in unaffiliated money market funds, compared with $2,741,077 at December 31, 1996. The decrease is primarily due to the payment on February 27, 1997 of a cash distribution in the amount of $1,291,785 or $16.50 per Unit, representing the net proceeds from the sale of Ridge Park. The Partnership also maintains a restricted cash balance, which totaled $450,742 at March 31, 1997, representing escrows for insurance, real estate taxes, and property replacements and repairs, required under the terms of the current mortgage loans. Pursuant to the terms of the loans, as costs are incurred for property improvements or when real estate taxes and insurance are due, reimbursements are made from the escrow accounts maintained by the lender to the Partnership. The increase in restricted cash is attributable to payments made to the escrow accounts for real estate taxes and property improvements. The Partnership expects sufficient cash to be generated from operations to meet its current operating expenses and debt service requirements. The General Partners declared a cash distribution of $1.85 per Unit for the quarter ended March 31, 1997 which will be paid to investors on or about May 15, 1997. This represents a decrease from $2.00 per Unit in the prior quarter as a result of the decline in cash flow resulting from the sale of Ridge Park. 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. The General Partners continue to perform various improvements at the properties. These improvements include carpet and appliance replacement in selected units and other repairs to prepare vacant units for reoccupancy. These improvements will be funded from the Partnership's cash reserves. The General Partners will monitor the need for property improvements on an ongoing basis to keep the properties competitive in their respective markets. Results of Operations Partnership operations for the three months ended March 31, 1997 resulted in net income of $77,997 compared with a net loss of $57,145 in the corresponding period in 1996. The change from net loss to net income is primarily due to a decrease in property operating, interest and depreciation and amortization expense resulting from the sale of Ridge Park. These decreases more than offset the reduction in rental income. Net cash provided by operating activities was $242,502 for the three months ended March 31, 1997 compared with $108,514 for the same period in 1996. The increase in net cash flow was primarily attributable to the decreases in property operating and interest expense. Rental income for the three months ended March 31, 1997 was $804,210 compared with $912,030 in the first quarter of 1996. The decrease reflects the sale of Ridge Park, and was partially offset by increases in rental income at both of the Partnership's remaining properties. Property operating, interest and depreciation and amortization expenses for the three months ended March 31, 1997 decreased from the corresponding period in 1996, primarily due to the sale of Ridge Park. Additionally, the decrease in property operating expense was also due to decreases in repairs and maintenance expenses at the Partnership's two remaining properties. General and administrative expense totaled $49,636 for the three months ended March 31, 1997 compared with $46,640 for the corresponding period in 1996. During the 1997 period, certain expenses incurred by an unaffiliated third party service provider in servicing the Partnership, which were voluntarily absorbed by affiliates of RI 81 Real Estate Services, Inc. in prior periods, were reimbursed to RI 81 Real Estate Services, Inc. and its affiliates. During the first three months of 1997 and 1996, average occupancy levels at each of the properties were as follows: Property 1997 1996 Las Colinas I & II 98% 96% Tierra Catalina 92% 91% Part II Other Information Items 1-5 Not applicable. Item 6 Exhibits and reports on Form 8-K. (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended March 31, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HUTTON/CONAM REALTY INVESTORS 81 BY: RI81 REAL ESTATE SERVICES INC. General Partner Date: May 20, 1997 BY: /s/ Paul L. Abbott Director, President, Chief Executive Officer and Chief Financial Officer