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 September 30, 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 CONAM REALTY INVESTORS 81, L.P. formerly known as 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 1764 San Diego Avenue 92110-1906 San Diego, CA 92110 Attn: Robert J. Svatos Zip Code Address of Principal Executive Offices (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 ____ Consolidated Balance Sheets At September 30, 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 (10,842,640) (10,303,382) 10,762,802 11,302,060 Cash and cash equivalents 1,421,832 2,741,077 Restricted cash 454,974 351,444 Mortgage fees, net of accumulated amortization of $258,175 in 1997 and $220,063 in 1996 97,542 135,654 Other assets 16,305 14,292 Total Assets $ 12,753,455 $ 14,544,527 Liabilities and Partners' Capital Liabilities: Mortgage payable $ 9,859,357 $ 9,943,036 Distribution payable 160,929 1,478,811 Accounts payable and accrued expenses 266,919 177,414 Security deposits 80,665 71,858 Due to general partners and affiliates 13,554 13,045 Total Liabilities 10,381,424 11,684,164 Partners' Capital (Deficit): General Partners (201,261) (201,261) Limited Partners 2,573,292 3,061,624 Total Partners' Capital 2,372,031 2,860,363 Total Liabilities and Partners' Capital $ 12,753,455 $ 14,544,527 Consolidated Statement of Partners' Capital (Deficit) For the nine months ended September 30, 1997 General Limited Partners Partners Total Balance at December 31, 1996 $ (201,261) $ 3,061,624 $ 2,860,363 Net income (loss) 48,279 (53,824) (5,545) Cash distributions (48,279) (434,508) (482,787) Balance at September 30, 1997 $ (201,261) $ 2,573,292 $ 2,372,031 Consolidated Statements of Operations Three months ended Nine months ended September 30, September 30, 1997 1996 1997 1996 Income Rental $ 792,079 $ 901,581 $ 2,369,816 $ 2,743,973 Interest and other 20,807 33,433 78,780 67,422 Total Income 812,886 935,014 2,448,596 2,811,395 Expenses Property operating 398,701 468,058 1,107,559 1,348,754 Interest 209,916 251,330 631,526 755,936 Depreciation and amortization 192,457 228,696 577,370 686,089 General and administrative 42,428 40,752 137,686 138,935 Total Expenses 843,502 988,836 2,454,141 2,929,714 Net Loss $ (30,616) $ (53,822) $ (5,545) $ (118,319) Net Income (Loss) Allocated: To the General Partners $ 16,093 $ (538) $ 48,279 $ (1,183) To the Limited Partners (46,709) (53,284) (53,824) (117,136) $ (30,616) $ (53,822) $ (5,545) $ (118,319) Per limited partnership unit: (78,290 outstanding) $(.60) $(.68) $(.69) $(1.50) Consolidated Statements of Cash Flows For the nine months ended September 30, 1997 1996 Cash Flows From Operating Activities: Net loss $ (5,545) $ (118,319) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 577,370 686,089 Increase (decrease) in cash arising from changes in operating assets and liabilities: Fundings to restricted cash (297,707) (339,143) Release of restricted cash 194,177 262,469 Other assets (2,013) 592 Accounts payable and accrued expenses 89,505 56,269 Security deposits 8,807 8,108 Due to general partners and affiliates 509 6,872 Net cash provided by operating activities 565,103 562,937 Cash Flows From Financing Activities: Distributions (1,800,669) (521,933) Mortgage principal payments (83,679) (92,131) Net cash used for financing activities (1,884,348) (614,064) Net decrease in cash and cash equivalents (1,319,245) (51,127) Cash and cash equivalents, beginning of period 2,741,077 1,499,119 Cash and cash equivalents, end of period $ 1,421,832 $ 1,447,992 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 631,526 $ 755,936 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 recurring adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of September 30, 1997, the results of operations for the three and nine months ended September 30, 1997 and 1996, cash flows for the nine months ended September 30, 1997 and 1996, and the statement of partners' capital (deficit) for the nine months ended September 30, 1997. Results of operations for the period 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. The following significant event occurred subsequent to fiscal year 1996 which requires disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a) (5): ConAm Property Services, Ltd. ("CPS") and RI 81 Real Estate Services, Inc. ("RI 81") have served as co-general partners of ConAm Realty Investors 81, L.P. (the "Partnership") since its inception. On October 23, 1997, CPS acquired RI 81's co-general partner interest in the Partnership pursuant to a Purchase Agreement between CPS and RI 81 dated August 29, 1997. As a result, CPS will now serve as the sole general partner of the Partnership. In conjunction with this transaction, the name of the Partnership was changed from Hutton/ConAm Realty Investors 81 to ConAm Realty Investors 81, L.P. The purchase of RI 81's interest by CPS will not affect the Partnership's operations. See Part II, Item 5 contained herein for additional information. Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At September 30, 1997, the Partnership had cash and cash equivalents of $1,421,832 which were invested in unaffiliated money market funds, compared with $2,741,077 at December 31, 1996. The decrease is primarily due to cash used for distributions (including the special distribution in connection with the Ridge Park sale) and mortgage principal payments exceeding cash provided by operating activities, and a decrease in cash flow from operations due to the sale of Ridge Park Apartments in November 1996. The Partnership also maintains a restricted cash balance, which totaled $454,974 at September 30, 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 Partner declared a cash distribution of $1.85 per Unit for the quarter ended September 30, 1997 which will be paid to investors on or about November 14, 1997. The distribution level was reduced beginning in the first quarter of 1997 from $2.00 per unit in the fourth quarter of 1996 as a result of the decline in cash flow resulting from the sale of Ridge Park in November 1996. 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 Partner continues to perform various improvements at the Partnership's two remaining properties, Las Colinas I & II and Tierra Catalina. These improvements include carpet and appliance replacement in selected units and other repairs to prepare vacant units for occupancy. These improvements are funded from the Partnership's cash reserves. The General Partner will monitor the need for property improvements on an ongoing basis to keep the properties competitive in their respective markets. Accounts payable and accrued expenses totaled $266,919 at September 30, 1997, compared to $177,414 at December 31, 1996. The increase is primarily attributable to the timing of payments and accruals for real estate taxes. Results of Operations Partnership operations for the three and nine months ended September 30, 1997 resulted in net losses of $30,616 and $5,545, respectively, compared to net losses of $53,822 and $118,319 for the corresponding periods in 1996. The decreases in net loss for both periods are primarily attributable to a decrease in property operating, interest and depreciation and amortization expenses resulting from the sale of Ridge Park. These decreases were partially offset by a reduction in rental income resulting from the sale of Ridge Park. Net cash provided by operating activities was $565,103 for the nine months ended September 30, 1997, largely unchanged from $562,937 for the same period in 1996. Rental income for the three and nine months ended September 30, 1997 was $792,079 and $2,369,816, respectively, compared with $901,581 and $2,743,973 in the corresponding periods of 1996. The decreases for both periods reflect the sale of Ridge Park in November 1996. Property operating, interest and depreciation and amortization expenses for the three and nine months ended September 30, 1997 decreased from the corresponding periods in 1996, primarily due to the sale of Ridge Park. During the first nine months of 1997 and 1996, average occupancy levels at each of the properties were as follows: Property 1997 1996 Las Colinas I & II 96% 96% Tierra Catalina 90% 89% Part II Other Information Items 1-4 Not applicable. Item 5 Other Information ConAm Property Services, Ltd. ("CPS") and RI 81 Real Estate Services, Inc. ("RI 81") have served as co general partners of ConAm Realty Investors 81, L.P. (the "Partnership") since its inception. On October 23, 1997, CPS acquired RI 81's co-general partner interest in the Partnership pursuant to a Purchase Agreement between CPS and RI 81 dated August 29, 1997. As a result, CPS will now serve as the sole general partner of the Partnership. In conjunction with this transaction, the name of the Partnership was changed from Hutton/ConAm Realty Investors 81 to ConAm Realty Investors 81, L.P. The purchase of RI 81's interest by CPS will not affect the Partnership's operations. Item 6 Exhibits and reports on Form 8-K. (a) Exhibits - (27) Financial Data Schedule (b) Reports on Form 8-K - On October 31, 1997, a current report on Form 8-K was filed reporting the CPS acquisition of the RI 81 co-general partner interest, as discussed in Item 5 above. 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. CONAM REALTY INVESTORS 81 L.P. CONAM PROPERTY SERVICES Ltd General Partner BY: CONTINENTAL AMERICAN DEVELOPMENT, INC. General Partner Date: November 14, 1997 BY: /s/ Daniel J. Epstein Director, President, and Principal Executive Officer Date: November 14, 1997 BY: /s/ Robert J. Svatos Chief Financial Officer