Exhibit 13
ConAm Realty Investors 81 L.P.
1997 Annual Report
ConAm Realty Investors 81 L.P.
ConAm Realty Investors 81 L.P. is a California limited
partnership formed in 1981 to acquire, operate and hold
for investment multifamily residential properties. At
December 31, 1997, the Partnership's portfolio
consisted of two apartment properties located in
Arizona. Provided below is a comparison of average
occupancy levels for the years ended December 31, 1997
and 1996.
Average Occupancy
Property Location 1997 1996
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Las Colinas I & II Scottsdale, Arizona 96% 96%
Tierra Catalina Tucson, Arizona 92% 90%
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Contents
1 Message to Investors
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
81 L.P. (the "Partnership"). In this report, we discuss general market
conditions affecting the Partnership's two 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 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 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
- ------------------
The Partnership declared cash distributions totaling $23.90 per Unit for the
year ended December 31, 1997, including the fourth quarter distribution of
$1.85 per Unit, which was credited to your brokerage account or sent directly
to you on February 13, 1998. Such amount also includes a special cash
distribution of $16.50, paid on February 24, 1997, representing net proceeds
from the sale of Ridge Park Apartments in December 1996. Since inception, the
Partnership has paid distributions totaling $449.55 per original $500 Unit,
including $254.50 per Unit in return of capital payments. 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.
Operations Overview
- -------------------
Operations at the Properties remained stable in 1997, reflecting healthy
economic conditions, tempered by increased competition for tenants in the
markets where the properties are located. As a result of new apartment
construction in the Tucson and Scottsdale markets, some large apartment
properties have begun to offer rental concessions to attract tenants. In both
markets, many high-end renters opted to purchase homes due to low interest
rates. Despite these trends, strong economic growth in Tucson and Scottsdale
helped strengthen multi-family housing, and Tierra Catalina and Las Colinas I
and II sustained average occupancy levels of 92% and 96%, respectively, in
1997. In addition, the appraised values of the Properties increased by 4.0% in
total when compared to the prior year.
Several interior and exterior repairs were performed at each property in 1997,
including landscaping, carpet and appliance replacement in selected units and
other repairs to prepare vacant units for occupancy. The General Partner will
evaluate the need for capital improvements to increase the appeal of the
Properties and position them for eventual sale.
The General Partner continues 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 the 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.
Property Review
- ---------------
Las Colinas I & II
Las Colinas I & II is a 300-unit apartment community located eight miles
northeast of Phoenix in southwest Scottsdale. Las Colinas I and II reported
average occupancy of 96% in 1997, unchanged from 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.
Tierra Catalina
Tierra Catalina is a 120-unit apartment community located near the Foothills
region of Tucson. The property maintained an average occupancy rate of 92%
during 1997, an increase from 90% for 1996. The increase in occupancy as well
as an increase in rental rates led to a 4.2% rise in the property's rental
income. 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.
Summary
- -------
We will continue to monitor market conditions at the Properties and evaluate a
potential refinance 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
Daniel J. Epstein
President
Continental American Development, Inc.
and ConAm Development Corporation,
General Partners of ConAm Property
Services, Ltd.
March 11, 1998
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 $ 3,299 $ 3,714 $ 4,416 $ 4,760 $ 4,485
Gain on Sale of Properties _ 1,411 1,485 _ _
Net Income (Loss) (8) 1,286 1,142 (253) (618)
Net Cash Provided by
Operating Activities 722 753 974 949 1,020
Long-term Obligations at Year End 9,830 9,943 11,954 15,601 15,736
Total Assets at Year End 12,495 14,545 16,022 22,497 23,565
Net Income (Loss) per
Limited Partnership Unit* (.10) 15.53 (1.38) (3.19) (7.81)
Distributions per
Limited Partnership Unit* 7.40 8.00 8.00 8.00 3.50
Special Distributions per
Limited Partnership Unit* 16.50 _ 40.50 _ _
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* 78,290 units outstanding
Cash Distributions
Per Limited Partnership Unit
1997 1996
- -------------------------------------------------------------------------------
Special Distributions* $16.50 $ _
First Quarter 1.85 2.00
Second Quarter 1.85 2.00
Third Quarter 1.85 2.00
Fourth Quarter 1.85 2.00
------ ------
Total $23.90 $ 8.00
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* On February 27, 1997, the Partnership paid a special cash distribution
totaling $16.50 per Unit, reflecting net proceeds received from the sale
of Ridge Park Apartments.
Consolidated Balance Sheets At December 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 (11,022,393) (10,303,382)
----------------------------
10,583,049 11,302,060
Cash and cash equivalents 1,388,845 2,741,077
Restricted cash 430,849 351,444
Mortgage fees, net of accumulated amortization
of $270,880 in 1997 and $220,063 in 1996. 84,837 135,654
Other assets 7,162 14,292
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Total Assets $12,494,742 $14,544,527
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Liabilities and Partners' Capital
Liabilities:
Mortgages payable $ 9,830,261 $ 9,943,036
Distribution payable 160,929 1,478,811
Accounts payable and accrued expenses 202,484 177,414
Security deposits 78,834 71,858
Due to general partners and affiliates 13,797 13,045
----------------------------
Total Liabilities 10,286,305 11,684,164
----------------------------
Partners' Capital (Deficit):
General Partners (265,715) (201,261)
Limited Partners (78,290 Units outstanding) 2,474,152 3,061,624
----------------------------
Total Partners' Capital 2,208,437 2,860,363
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Total Liabilities and Partners' Capital $12,494,742 $14,544,527
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See accompanying notes to the consolidated financial statements.
Consolidated Statements of Operations
For the years ended December 31, 1997 1996 1995
Income
Rental $ 3,196,975 $ 3,622,403 $ 4,313,044
Interest and other 102,512 91,282 102,535
-------------------------------------
Total Income 3,299,487 3,713,685 4,415,579
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Expenses
Property operating 1,520,450 1,817,928 2,261,179
Interest 840,832 992,745 1,191,397
Depreciation and amortization 769,828 880,445 1,087,749
General and administrative 176,587 147,482 218,706
-------------------------------------
Total Expenses 3,307,697 3,838,600 4,759,031
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Loss from operations (8,210) (124,915) (343,452)
Gain on sale of properties _ 1,410,622 1,485,121
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Net Income (Loss) $ (8,210) $ 1,285,707 $ 1,141,669
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Net Income (Loss) Allocated:
To the General Partners $ (82) $ 69,591 $ 1,250,091
To the Limited Partners (8,128) 1,216,116 (108,422)
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$ (8,210) $ 1,285,707 $ 1,141,669
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Per limited partnership unit
(78,290 Units outstanding)
Loss from operations $(.10) $(1.58) $(4.34)
Gain on sale of properties _ 17.11 2.96
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Net Income (Loss) $(.10) $15.53 $(1.38)
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See accompanying notes to the consolidated financial statements.
Consolidated Statements of Partners' Capital (Deficit)
For the years ended December 31, 1997, 1996 and 1995
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
Balance at December 31, 1994 $(1,316,915) $7,669,098 $6,352,183
Net income (loss) 1,250,091 (108,422) 1,141,669
Distributions ($48.50 per Unit) (121,389) (3,797,063) (3,918,452)
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Balance at December 31, 1995 (188,213) 3,763,613 3,575,400
Net income 69,591 1,216,116 1,285,707
Distributions ($24.50 per Unit) (82,639) (1,918,105) (2,000,744)
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Balance at December 31, 1996 (201,261) 3,061,624 2,860,363
Net loss (82) (8,128) (8,210)
Distributions ($7.40 per Unit) (64,372) (579,344) (643,716)
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Balance at December 31, 1997 $ (265,715) $2,474,152 $2,208,437
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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 income (loss) $ (8,210) $1,285,707 $1,141,669
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 769,828 880,445 1,087,749
Gain on sale of properties _ (1,410,622) (1,485,121)
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Fundings to restricted cash (396,778) (450,460) (536,471)
Release of restricted cash to
property operations 317,373 493,163 801,400
Other assets 7,130 10,654 16,109
Accounts payable and accrued expenses 25,070 (48,337) 16,898
Security deposits 6,976 (5,575) (63,975)
Due to general partners and affiliates 752 (2,218) (4,567)
----------------------------------
Net cash provided by operating activities 722,141 752,757 973,691
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Cash Flows From Investing Activities -
Net proceeds from sale of properties _ 3,196,264 6,555,332
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Cash Flows From Financing Activities:
Distributions (1,961,598) (695,911) (3,918,452)
Mortgage principal payments (112,775) (2,011,152) (3,646,843)
Net cash used for financing activities (2,074,373) (2,707,063) (7,565,295)
- -------------------------------------------------------------------------------
Net increase (decrease) in cash
and cash equivalents (1,352,232) 1,241,958 (36,272)
Cash and cash equivalents,
beginning of period 2,741,077 1,499,119 1,535,391
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Cash and cash equivalents, end of period $1,388,845 $2,741,077 $1,499,119
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Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 840,832 $ 992,745 $1,191,397
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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 81 L.P. (formerly Hutton/ConAm Realty Investors 81) (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 April 30, 1981, as amended and
restated August 31, 1981. The Partnership was formed for the purpose of
acquiring and operating certain types of residential real estate. The general
partners of the Partnership were RI-81 Real Estate Services Inc. ("RI-81"), an
affiliate of Lehman Brothers Inc., and ConAm Property Services, Ltd. ("CPS"),
an affiliate of Continental American Properties, Ltd. (the "General Partners").
On October 8, 1997, CPS acquired RI-81's co-general partner interest in the
Partnership effective July 1, 1997, pursuant to a purchase agreement between
CPS and RI-81 dated August 29, 1997. As a result, CPS now serves as the sole
general partner (the "General Partner") of the Partnership. In conjunction
with this transaction, the name of the Partnership changed from Hutton/ConAm
Realty Investors 81 to ConAm Realty Investors 81 L.P. The Partnership will
continue until December 31, 2010 unless sooner terminated pursuant to the terms
of the Partnership Agreement.
2. Significant Accounting Policies
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 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.
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.
Mortgage Fees Included in mortgage fees are deferred mortgage costs incurred
in connection with obtaining financing on the Partnership's properties. Such
costs are amortized over the 7- year term of the applicable loans.
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 insurance, real estate
taxes and property replacement and repairs 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 for any fiscal year is to be allocated 99% to the limited partners and
1% to General Partners. Net income for any fiscal year will generally be
allocated 90% to the limited partners and 10% to the General Partners.
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 its 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 resulting from mortgage debt in excess of basis 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 two 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
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Las Colinas I & II 300 Scottsdale, AZ 5/20/81 & 9/23/82 $12,831,783
Tierra Catalina 120 Tucson, AZ 3/9/84 7,012,650
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On July 20, 1995, the Partnership sold Kingston Village and Cedar Bay Village
(the "Properties") 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. Kingston Village
and Cedar Bay Village were sold for $5,370,000 and $1,410,000, respectively.
The Partnership received aggregate net proceeds of $6,555,332 from the sales of
which $3,541,400, representing outstanding principal and interest, was used to
fully satisfy the Partnership's mortgage obligations on the Properties. The
sales resulted in a gain on sale of $1,485,121 which included the recognition
of mortgage prepayment penalties of $120,926 and a $101,146 write-off of the
unamortized portion of mortgage fees. The gain was allocated in accordance with
the Partnership Agreement. On August 17, 1995, the Partnership paid a special
distribution of $3,170,745 or $40.50 per Unit to the limited partners. The
special distribution was comprised of the net proceeds from the sale of the
Properties and Partnership cash reserves.
On November 27, 1996, the Partnership sold Ridge Park (the "Property") to Ridge
Park Limited Partnership, an Oklahoma limited partnership ("Ridge Park L.P."),
which is unaffiliated with the Partnership. The selling price was determined
by arm's length negotiations between the Partnership and Ridge Park L.P. The
Property was sold for $3,385,000. The Partnership received net proceeds of
$3,196,264 from the transaction of which $1,902,666, representing outstanding
principal and interest, was used to fully satisfy the Partnership's mortgage
obligation on the Property. The transaction resulted in a gain on sale of
$1,410,622 which included the recognition of mortgage prepayment penalties of
$36,843, and a $33,154 write-off of the unamortized portion of mortgage fees.
The gain was allocated in accordance with the Partnership Agreement. On
February 27, 1997, the Partnership paid a special distribution of $1,291,785
($16.50 per unit) to the limited partners, representing the net proceeds from
the sale of the Property.
Cedar Bay Village, Ridge Park, Kingston Village and Tierra Catalina were
originally acquired through joint ventures with unaffiliated developers. To
each venture, the Partnership contributed the apartment projects as its initial
capital contribution. On March 30, 1984, the co-venturer's interest with
respect to Tierra Catalina was acquired for $400,000.
The joint venture and limited partnership agreements for Cedar Bay Village,
Kingston Village, Ridge Park Associates, Tierra Catalina and Las Colinas
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 corporate General Partners.
b. Net income is to be allocated first, proportionately to partners with
negative capital accounts, as defined, until such capital accounts have
been increased to zero then, to the Partnership up to the amount of any
payments made on account of its preferred return and thereafter, 99% to
the Partnership and 1% to the corporate 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 and then, 99%
to the Partnership and 1% to the corporate 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 is to be allocated 99% to the Partnership and 1% to the
corporate General Partners. Net proceeds from a sale or refinancing are to
be distributed first, to the partners with the positive capital account
balance, as defined; thereafter, 99% to the Partnership and 1% to the
corporate General Partners.
5. Mortgages Payable
On August 27, 1992, the Partnership obtained first mortgage loans on Las
Colinas I and II, Tierra Catalina, Kingston Village, Cedar Bay Village, and
Ridge Park properties totaling $15,900,000. The loans, secured by the
respective properties and an assignment of rents and leases, bear interest at
an annual rate of 8.5%. Each of the loans is a non-recourse loan with monthly
payments of principal and interest based on a thirty year amortization schedule
and a seven year term with the balance of the principal due on September 1,
1999. The loans require monthly insurance, real estate tax and property
replacement and repair reserve escrow fundings.
On July 20, 1995, Kingston Village and Cedar Bay Village were sold. A portion
of the sales proceeds, in the amount of $3,662,325, representing outstanding
principal, interest and pre- payment penalties, was used to fully satisfy the
Partnership's mortgage obligations on the Properties.
On November 27, 1996, Ridge Park was sold. A portion of the sales proceeds, in
the amount of $1,939,509 representing outstanding principal, interest and
pre-payment penalties, was used to fully satisfy the Partnership's mortgage
obligation on the Property.
The monthly payment of principal and interest on the remaining outstanding
first mortgage loans is $79,467. Upon maturity of the first mortgage loans, a
balloon payment of $9,619,720 and any accrued interest are due. Additionally,
these mortgages contain provisions for prepayment penalties if the mortgages
are repaid prior to their maturity date of September 1, 1999. Mortgages
payable for Las Colinas I and II and Tierra Catalina at December 31, 1997 are
$6,253,891 and $3,576,370, respectively.
Annual maturities of mortgage principal at December 31, 1997, are as follows:
Year Amount
----------------------------------
1998 122,743
1999 9,707,518
----------------------------------
$9,830,261
----------------------------------
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, security deposits and due to general partners and affiliates
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 its
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 affiliates 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 81 Real Estate Services, Inc.
and affiliates:
Out-of-pocket expenses $ _ $ 4,615 $3,968 $ 2,244
ConAm and affiliates:
Property operating salaries _ 260,841 296,558 394,663
Property management fees 13,797 160,005 181,291 217,706
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Total $13,797 $425,461 $481,817 $614,613
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8. Reconciliation of Financial Statement and Tax Information
The following is a reconciliation of the consolidated net income (loss) for
financial statement purposes to net income for federal income tax purposes for
the years ended December 31, 1997, 1996 and 1995:
1997 1996 1995
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Net income (loss) per financial statements $(8,210) $1,285,707 $1,141,669
Tax basis joint venture net income
(loss) in excess of GAAP basis
joint venture net income (loss)(unaudited) 274,150 (74,666) (443,083)
Gain on sale of properties for tax
purposes in excess of gain per
financial statements (unaudited) _ 1,357,592 2,755,883
Other (unaudited) 18,312 (700) 1,000
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Taxable net income (unaudited) $284,252 $2,567,933 $3,455,469
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The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital (deficit) for federal income tax purposes as of
December 31, 1997, 1996 and 1995:
1997 1996 1995
- -------------------------------------------------------------------------------
Partners' capital per financial statements $2,208,437 $2,860,363 $3,575,400
Accrued distribution from sale of property _ 1,304,833 _
Adjustment for cumulative difference
between tax basis loss and net income
(loss) per financial statements (unaudited) (2,702,259) (2,994,721) (4,276,947)
- -------------------------------------------------------------------------------
Partners' capital (deficit) per
tax return (unaudited) $ (493,822) $1,170,475 $ (701,547)
- -------------------------------------------------------------------------------
At December 31, 1997, the tax basis of the Partnership's assets was $9,941,445
and the tax basis of the Partnership's liabilities was $10,435,267.
9. Distributions Paid
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 differences as presented on the
consolidated financial statements:
Distributions Distributions
Payable Distributions Distributions Payable
Beginning of Year Declared Paid December 31,
- -------------------------------------------------------------------------------
1997 $1,478,811 $ 643,716 $1,961,598 $ 160,929
1996 173,978 2,000,744 695,911 1,478,811
1995 173,978 3,918,452 3,918,452 173,978
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Independent Auditors' Report
The General Partner
ConAm Realty Investors 81 L.P.:
We have audited the accompanying consolidated balance sheet of ConAm Realty
Investors 81 L.P. (a California limited partnership) (formerly Hutton/ConAm
Realty Investors 81) 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 81 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 81 L.P.:
We have audited the consolidated balance sheet of ConAm Realty Investors 81
L.P. (formerly Hutton/ConAm Realty Investors 81), 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 81 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
Determination of Net Asset Value Per Unit at December 31, 1997 (Unaudited)
Acquisition Cost
(Purchase Price
Plus General
Partners' December 31,
Acquisition 1997 Appraised
Property Date of Acquisition Fees) Value (1)
- ------------------------------------------------------------------------------
Las Colinas I & II 5/20/81 & 9/23/82 $13,326,613 $14,500,000
Tierra Catalina 3/9/84 7,759,670 6,400,000
$21,086,283 20,900,000
Cash and cash equivalents
(including restricted cash) 1,819,694
Other assets 7,162
-----------
22,726,856
Less:
Total liabilities (10,286,305)
-----------
Partnership Net Asset Value (2) $12,440,551
-----------
Net Asset Value Allocated:
Limited Partners $12,258,582
General Partners 181,969
-----------
$12,440,551
-----------
Net Asset Value Per Unit
(78,290 units outstanding) $ 153.90
- ------------------------------------------------------------------------------
(1) This represents the Partnership's share of 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 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: Las Colinas Las Colinas Tierra
Apts I Apts II Catalina Total
- -------------------------------------------------------------------------------
Location Scottsdale, Scottsdale, Tucson, AZ na
AZ AZ
Construction date 1981 1982 1983, 1984 na
Acquisition date 05-20-81 09-23-82 03-09-84 na
Life on which depreciation
in latest income statements
is computed 25 years 25 years 25 years na
Encumbrances $6,253,891 $ _ $3,576,370 $ 9,830,261
Initial cost to Partnership:
Land $1,582,000 $514,564 $1,497,150 $ 3,593,714
Buildings and
improvements $8,268,721 $3,268,996 $6,403,622 $17,941,339
Costs capitalized
subsequent to acquisition:
Land, buildings
and improvements $ 29,123 $ 8,494 $ 32,772 $ 70,389
Gross amount at which carried
at close of period: (1)
Land $1,611,123 $ 515,719 $1,503,333 $ 3,630,175
Buildings and
improvements 8,268,721 3,276,335 6,430,211 17,975,267
- -------------------------------------------------------------------------------
$9,879,844 $3,792,054 $7,933,544 $21,605,442
- -------------------------------------------------------------------------------
Accumulated depreciation (2) $5,457,315 $2,009,058 $3,556,020 $11,022,393
- -------------------------------------------------------------------------------
(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 $17,595,293.
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 $21,605,442 $25,243,577 $33,729,297
Dispositions _ (3,638,135) (8,485,720)
- -------------------------------------------------------------------------------
End of period $21,605,442 $21,605,442 $25,243,577
- -------------------------------------------------------------------------------
Accumulated depreciation:
Beginning of period $10,303,382 $11,370,295 $13,875,550
Depreciation expense 719,011 818,734 1,011,400
Dispositions _ (1,885,647) (3,516,655)
- -------------------------------------------------------------------------------
End of period $11,022,393 $10,303,382 $11,370,295
- -------------------------------------------------------------------------------
See accompanying independent auditors' report.
Independent Auditors' Report
The General Partner
ConAm Realty Investors 81 L.P.:
Under date of March 3, 1998, we reported on the consolidated balance sheet
of ConAm Realty Investors 81 L.P. (a California limited partnership) (formerly
Hutton/ConAm Realty Investors 81) 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
81 L.P. (formerly Hutton/ConAm Realty Investors 81), 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
81 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