<PAGE>
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, 1998
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: 0-10223
CONAM REALTY INVESTORS 81 L.P.
----------------------------------------------------
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
California 13-3069026
---------- ----------
STATE OR OTHER JURISDICTION I.R.S. EMPLOYER IDENTIFICATION NO.
OF INCORPORATION OR ORGANIZATION
1764 San Diego Avenue
San Diego, CA 92110 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
------- -------
<PAGE>
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, AT DECEMBER 31,
1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments in real estate:
Land $ 3,630,176 $ 3,630,176
Buildings and improvements 17,984,707 17,975,266
------------ ------------
21,614,883 21,605,442
Less accumulated depreciation (11,559,561) (11,022,393)
------------ ------------
10,055,322 10,583,049
Cash and cash equivalents 1,479,079 1,388,845
Restricted cash 457,429 430,849
Mortgage fees, net of accumulated amortization
of $308,993 in 1998 and $270,880 in 1997 96,343 84,837
Other assets 76,278 7,162
- -------------------------------------------------------------------------------
TOTAL ASSETS $ 12,164,451 $ 12,494,742
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgages payable 9,749,593 9,830,261
Distribution payable 173,978 160,929
Accounts payable and accrued expenses 281,734 202,484
Interest payable 69,060 -
Due to general partner and affiliates 14,449 13,797
Security deposits 64,464 78,834
------------ ------------
Total Liabilities 10,353,278 10,286,305
------------ ------------
Partners' Capital (Deficit):
General Partner (305,441) (265,715)
Limited Partners (78,290 Units outstanding) 2,116,614 2,474,152
------------ ------------
Total Partners' Capital 1,811,173 2,208,437
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 12,164,451 $ 12,494,742
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCOME
Rental $839,455 $792,079 $2,533,468 $2,369,816
Interest and other 16,215 20,807 46,551 78,780
-------- -------- ---------- ----------
Total Income 855,670 812,886 2,580,019 2,448,596
- -----------------------------------------------------------------------------------------------------
EXPENSES
Property operating 428,087 398,701 1,127,722 1,107,559
Depreciation and amortization 192,418 192,457 577,331 577,370
Interest 207,398 209,916 624,129 631,526
General and administrative 36,945 42,428 124,276 137,686
Write-off of assets - - 1,892 -
-------- -------- ---------- ----------
Total Expenses 864,848 843,502 2,455,350 2,454,141
- -----------------------------------------------------------------------------------------------------
NET INCOME (loss) $ (9,178) $(30,616) $ 124,669 $ (5,545)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
NET INCOME (LOSS) ALLOCATED:
To the General Partner $ (918) $ 16,093 $ 12,467 $ 48,279
To the Limited Partners (8,260) (46,709) 112,202 (53,824)
- -----------------------------------------------------------------------------------------------------
NET INCOME (loss) $ (9,178) $(30,616) $ 124,669 $ (5,545)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
PER LIMITED PARTNERSHIP UNIT
(78,290 UNITS OUTSTANDING)
NET INCOME (loss) $ (0.11) $ (0.60) $ 1.43 $ (0.69)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- -----------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
GENERAL LIMITED
PARTNER PARTNERS TOTAL
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE (DEFICIT) AT DECEMBER 31, 1997 $(265,715) $2,474,152 $2,208,437
Net income 12,467 112,202 124,669
Distributions ($6.00 per Unit) (52,193) (469,740) (521,933)
- ----------------------------------------------------------------------------------------------
BALANCE (DEFICIT) AT SEPTEMBER 30, 1998 $(305,441) $2,116,614 $1,811,173
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1998 1997
- ----------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 124,669 $ (5,545)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 577,331 577,370
Write-off of assets 1,892 -
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Fundings to restricted cash (269,542) (297,707)
Release of restricted cash 242,962 194,177
Mortgage fees (49,619) -
Other assets (69,116) (2,013)
Accounts payable and accrued expenses 79,250 89,505
Interest payable 69,060 -
Due to general partner and affiliates 652 509
Security deposits (14,370) 8,807
---------- -----------
Net cash provided by operating activities 693,169 565,103
- ----------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES-
Additions to real estate (13,383) -
- ----------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (508,884) (1,800,669)
Mortgage principal payments (80,668) (83,679)
---------- -----------
Net cash used for financing activities (589,552) (1,884,348)
- ----------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 90,234 (1,319,245)
Cash and cash equivalents, beginning of period 1,388,845 2,741,077
- ----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,479,079 $ 1,421,832
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION-
Cash paid during the period for interest $ 555,069 $ 631,526
- ----------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
ACTIVITIES:
Write-off of buildings and improvements $ (3,942) $ -
Write-off of accumulated depreciation $ 2,050 $ -
- ----------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
CONAM REALTY INVESTORS 81 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 1997 audited consolidated financial
statements within Form 10-K.
The unaudited interim consolidated financial statements include all normal
and recurring adjustments which are, in the pinion of management, necessary to
present a fair statement of financial position as of September 30, 1998 and the
esults of operations for the three and nine months ended September 30, 1998 and
1997, cash flows for the nine months ended September 30, 1998 and 1997, and the
consolidated statement of partners' capital for the nine monthsended September
30, 1998. Results of operations are not necessarily indicative of the results
to be expected for the full year.
No significant events have occurred subsequent to the year ended December 31,
1997, and no material contingencies exist, which would require disclosure in
this interim report per Regulation S-X, Rule 10-01, Paragraph (a) (5).
<PAGE>
- -----------------------------------------------------------------------------
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Partnership had cash and cash equivalents of
$1,479,079 which were invested in unaffiliated money market funds, compared with
$1,388,845 at December 31, 1997. The increase reflects the excess of cash
provided from operations net of distributions and mortgage principal payments.
The Partnership's restricted cash balance totaled $457,429 at September 30, 1998
compared to $430,849 at December 31, 1997. The increase is primarily
attributable to the net effect of contributions to an escrow account greater
than payments made from that escrow account for the purpose of funding
insurance, real estate taxes, and property replacements and repairs as required
under the terms of the current mortgage loans.
The General Partner declared a regular cash distribution of $2.00 per Unit for
the quarter ended September 30, 1998 which is to be paid in November, 1998. The
General Partner will determine the amount of future quarterly distributions
based on the Partnership's available cash flow and future cash needs.
The General Partner, on behalf of the Partnership, is negotiating and expects
to enter into an agreement for the sale of the Partnership's remaining
properties and properties owned by various other limited partnerships affiliated
with the General Partner (the "Affiliated Partnerships") to DOC Investors LLC, a
Delaware limited liability company to be formed to acquire real property ( the
"Purchaser"). An Affiliate of the General Partner will hold a 9% interest in the
Purchaser. Consummation of the sale is subject to various conditions, including
the execution of definitive documents, the approval of a majority in interest of
the Limited Partners, and approval by the limited partners of the Affiliated
Partnerships. Accordingly, there can be no assurance that the sale will be
consummated.
Following satisfaction of applicable securities regulatory requirements, the
General Partner will solicit the approval of the Limited Partners to the sale
and to a related amendment to the Partnership's agreement of limited partnership
by means of a Consent Solicitation Statement. Such Consent Solicitation
Statement will set forth the terms and conditions of the proposed sale, the text
of the proposed amendment to the Partnership's agreement of limited partnership,
and other matters with respect to the sale. If the sale and related amendment
are approved, and the other conditions to the sale satisfied, the sale, which is
expected to occur before December 31, 1998, would result in distributions
approximating the net asset value of the Units and the final liquidation of the
Partnership. The terms of the proposed sale are contained in the Preliminary
Consent Solicitation Statement filed by the Partnership with the Securities and
Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of
1934 on October 30, 1998.
RESULTS OF OPERATIONS
Partnership operations for the three and nine months ended September 30, 1998
generated a net loss of ($9,178) and net income of $124,669, respectively,
compared with a net loss of ($30,616) and ($5,545), respectively, for the
corresponding periods in 1997. The increase in net income for the three and
nine month periods is primarily attributable to an increase in rental revenue
and a decrease in general and administrative expenses and partially offset by
increased property operating expenses.
Rental income totaled $839,455 and $2,533,468 for the three and nine months
ended September 30, 1998 compared with $792,079 and $2,369,816, respectively,
for the corresponding periods in 1997. The increase is due to higher overall
occupancy levels at Tierra Catalina Apartments and increased rental rates at
both properties.
Interest and other income totaled $16,215 and $46,551, respectively, for the
three and nine months ended September 30, 1998 compared with $20,807 and $78,780
for the corresponding periods in 1997. The decrease for the three and nine
month periods ended September 30, 1998 is primarily due to lower average cash
balances than the corresponding period in 1997 which included the proceeds from
the sale of Ridge Park prior to their distribution.
<PAGE>
- -----------------------------------------------------------------------------
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - CONTINUED
Property operating expenses for the three and nine months ended September 30,
1998 totaled $428,087 and $1,127,722, respectively, compared with $398,701 and
$1,107,559, respectively, for the corresponding periods in 1997. The increase
is primarily attributable to higher utilities expenses and property taxes.
During the first nine months of 1998 and 1997, average occupancy levels at the
Partnership's properties were as follows:
<TABLE>
<CAPTION>
PROPERTY 1998 1997
--------------------------------------------------------
<S> <C> <C>
Las Colinas Apartments I & II 96% 96%
Tierra Catalina Apartments 94% 90%
--------------------------------------------------------
</TABLE>
YEAR 2000
The Partnership has assessed the potential impact of the Year 2000 issue on its
computer systems, operating equipment with imbedded microchips and major third
party vendors. If the proposed sale of its remaining properties is consummated,
the Partnership will liquidate prior to January 1, 2000, and no Year 2000 issues
will be presented.
In the event that the sale is not consummated, the Partnership has relied on
the efforts of ConAm Management Corporation (ConAm Management), which has
been retained by the Partnership to manage the business and financial
operation of the Partnership's properties, to resolve any potential Year 2000
issues. In the course of providing property management services for the
Partnership, ConAm Management retained a third party consultant to modify all
applicable software to provide for a 4-digit year field. The General Partner
believes that the modifications undertaken by ConAm Management related to
computer systems are sufficient to address any potential Year 2000 problems
and that the impact of the Year 2000 issue will not materially affect the
Partnership's operating results or financial condition if the Partnership is
not liquidated prior to January 1, 2000. Accordingly, neither ConAm
Management nor the Partnership has taken any further actions with respect to
the Year 2000 issue related to the computer systems.
The Partnership plans to initiate a program to evaluate the Year 2000 readiness
of each property's operating equipment with embedded microchips and replace as
considered necessary. In the event that the replacement project is not
completed by the Year 2000, failure of the property's operating equipment as a
result of the Year 2000 issue is not expected to have a significant impact on
operations.
The Partnership plans to initiate discussion with significant suppliers and
other third parties to determine the extent to which the Partnership may be
vulnerable to the failure of these parties to address and correct their own Year
2000 issues. However, there can be no guarantee that the systems of other
companies that support the Partnership's operations will be timely converted or
that a failure by these companies to correct their Year 2000 problems would not
have a material adverse effect on the Partnership. At the present time the
Partnership does not have a contingency plan in place, in the event of Year 2000
failure related to significant suppliers and other third parties, but plans to
create one within the next year.
The Partnership currently has no indication that the costs associated with any
remedial actions in connection with the Year 2000 related to its operating
equipment with imbedded microchips and major third party vendors issue will be
material. All costs related to the remediation plan of the computer system were
incurred by ConAm Management in connection with their management services.
<PAGE>
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, LTD.
General Partner of ConAm Realty
Investors 81 L.P.
BY: CONTINENTAL AMERICAN DEVELOPMENT,
INC. GENERAL PARTNER
Date: November 13, 1998 BY: /s/ DANIEL J. EPSTEIN
-----------------------------
Daniel J. Epstein
Director, President, and Principal
Executive Officer
Date: November 13, 1998 BY: /s/ ROBERT J. SVATOS
-----------------------------
Robert J. Svatos
Vice President and Director
<PAGE>
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, LTD.
General Partner of ConAm Realty
Investors 81 L.P.
BY: CONTINENTAL AMERICAN DEVELOPMENT,
INC. GENERAL PARTNER
Date: November 13, 1998 BY: .
----------------------------
Daniel J. Epstein
Director, President, and
Principal Executive Officer
Date: November 13, 1998 BY: .
----------------------------
Robert J. Svatos
Vice President and Director
<PAGE>
CONAM REALTY INVESTORS 81 L.P.
AND CONSOLIDATED VENTURES
PART II OTHER INFORMATION
Items 1-5 Not applicable
Items 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 September 30, 1998.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,936,508
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 21,614,883
<DEPRECIATION> 11,559,561
<TOTAL-ASSETS> 12,164,451
<CURRENT-LIABILITIES> 603,685
<BONDS> 9,749,593
0
0
<COMMON> 0
<OTHER-SE> 1,811,173
<TOTAL-LIABILITY-AND-EQUITY> 12,164,451
<SALES> 2,533,468
<TOTAL-REVENUES> 2,580,019
<CGS> 0
<TOTAL-COSTS> 1,127,722
<OTHER-EXPENSES> 703,499
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 624,129
<INCOME-PRETAX> 124,669
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 124,669
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 1.43
</TABLE>
