FORM 10-QSB.--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(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
[ ] 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 0-10273
CONSOLIDATED CAPITAL PROPERTIES III
(Exact name of small business issuer as specified in its charter)
California 94-2653686
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 1,839
Restricted-tenant security deposits 118
Accounts receivable 19
Escrows for taxes and insurance 193
Restricted escrows 136
Other assets 326
Investment properties:
Land $ 1,552
Buildings and related personal property 12,506
14,058
Less accumulated depreciation (9,514) 4,544
$ 7,175
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 56
Tenant security deposits 120
Accrued property taxes 162
Other liabilities 144
Mortgage notes payable 4,200
Partners' Capital (Deficit)
General partner's $(1,930)
Limited partners' (158,945 units
issued and 158,636 outstanding) 4,423 2,493
$ 7,175
See Accompanying Notes to Consolidated Financial Statements
b) CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Rental income $ 903 $ 1,025 $ 2,583 $ 3,171
Other income 71 93 204 289
Gain on disposition of
property (Note E) -- 1,820 -- 1,820
Total revenues 974 2,938 2,787 5,280
Expenses:
Operating 366 401 1,053 1,309
General and administrative 93 105 218 302
Maintenance 177 168 438 487
Depreciation 109 211 316 672
Interest 85 187 255 560
Property taxes 54 71 162 283
Total expenses 884 1,143 2,442 3,613
Income before extraordinary
item 90 1,795 345 1,667
Extraordinary gain on
foreclosure (Note E) -- 1,149 -- 1,149
Net income $ 90 $ 2,944 $ 345 $ 2,816
Net income allocated
to general partners (4%) $ 4 $ 118 $ 14 $ 113
Net income allocated
to limited partners (96%) 86 2,826 331 2,703
Net income $ 90 $ 2,944 $ 345 $ 2,816
Net income (loss) per
limited partnership unit:
Income before
extraordinary item $ .54 $ 10.86 $ 2.09 $ 10.09
Extraordinary gain -- 6.95 -- 6.95
Net income $ .54 $ 17.81 $ 2.09 $ 17.04
See Accompanying Notes to Consolidated Financial Statements
c) CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 158,945 $ 1 $79,473 $79,474
Partners' (deficit) capital at
December 31, 1996 158,636 $(1,853) $ 6,263 $ 4,410
Distributions paid -- (91) (2,171) (2,262)
Net income for the nine months
ended September 30, 1997 -- 14 331 345
Partners' (deficit) capital
at September 30, 1997 158,636 $(1,930) $ 4,423 $ 2,493
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d) CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net income $ 345 $ 2,816
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on disposition of property -- (1,820)
Extraordinary gain on foreclosure -- (1,149)
Depreciation 316 672
Amortization of lease commissions
and loan costs 38 38
Change in account:
Restricted cash (3) 9
Accounts receivable 29 72
Escrows for taxes and insurance (104) (201)
Other assets (42) (11)
Accounts payable (58) (171)
Tenant security deposits liabilities 6 (8)
Accrued property taxes 162 168
Other liabilities (17) 127
Net cash provided by operating activities 672 542
Cash flows from investing activities:
Property improvements and replacements (240) (140)
Receipts from restricted escrows 147 7
Deposits to restricted escrows (61) --
Net cash used in investing activities (154) (133)
Cash flows from financing activities:
Payments on mortgage notes payable -- (33)
Repayment of mortgage notes payable -- (3,174)
Proceeds from mortgage notes payable -- 4,200
Payment of loan costs (20) (146)
Partners' distributions (2,262) (380)
Net cash (used in) provided by
financing activities (2,282) 467
Net (decrease) increase in unrestricted cash and
cash equivalents (1,764) 876
Unrestricted cash and cash equivalents at beginning
of period 3,603 2,854
Unrestricted cash and cash equivalents at end of period $ 1,839 $ 3,730
Supplemental disclosure of cash flow information:
Cash paid for interest $ 231 $ 553
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
(in thousands)
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosure
During the third quarter of 1996, Mountain Plaza Apartments was foreclosed upon
by the lender. In connection with this foreclosure, the following balance sheet
accounts were adjusted by the non-cash amounts noted below:
1996
Accounts receivable $ (15)
Other assets (106)
Investment properties (2,364)
Accrued property taxes 34
Other liabilities 141
Mortgage notes payable 3,459
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Consolidated
Capital Properties III (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of ConCap Equities, Inc. (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 1997, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1997. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
Consolidation
The Partnership's financial statements include the accounts of ConCap Mountain
Plaza Associates, Ltd. (which was dissolved in 1996, see "Note E") and ConCap
Village Green Associates, Ltd., two majority-owned limited partnerships. All
intercompany transactions have been eliminated.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has paid property management fees based on collected gross
rental revenues for property management services in each of the nine months
ended September 30, 1997 and 1996. Property management fees of approximately
$135,000 and $162,000 were paid to affiliates of the General Partner for the
nine months ended September 30, 1997 and 1996, respectively. These fees are
included in operating expenses.
The Limited Partnership Agreement ("Partnership Agreement") provides for a
special management fee equal to 9% of the total distributions made to the
limited partners from cash flow from operations to be paid to the General
Partner for executive and administrative management services. Under this
provision of the Partnership Agreement, fees of approximately $38,000 and
$32,000 were paid to affiliates of the General Partner during the nine months
ended September 30, 1997 and 1996, respectively.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. Reimbursements for services of affiliates of
approximately $110,000 and $147,000 were paid to the General Partner and its
affiliates for the nine months ended September 30, 1997 and 1996, respectively.
Additionally, the Partnership paid approximately $33,000 and $23,000 during the
nine months ended September 30, 1997 and 1996, respectively, to an affiliate of
the General Partner for lease commissions at the Partnership's commercial
property. These lease commissions are included in other assets and are
amortized over the terms of the respective leases.
For the period of January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who received payment on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.
NOTE C - DISTRIBUTIONS
In April of 1996, the Partnership paid state withholding taxes of $12,000 for
non-resident limited partners. This payment is reflected as a distribution to
the Limited Partners.
In September of 1996, the Partnership paid distributions attributable to cash
flow from operations, totaling approximately $368,000 to the partners.
In April of 1997, the Partnership paid distributions, representing a return of
capital, totaling approximately $1,150,000 to the partners.
In September of 1997, the Partnership paid distributions totaling approximately
$1,112,000 to the partners, of which approximately $435,000 was attributable to
cash flow from operations and approximately $677,000 represented a return of
capital.
NOTE D - MORTGAGE NOTES PAYABLE
During the second quarter of 1996, the Partnership entered into an interim
financing arrangement for both Ventura Landing and Village Green for $2,200,000
and $2,000,000, respectively. The previous Ventura Landing note of $3,200,000
million was repaid at that time. The interest rate was 250 basis points over
the 30-day LIBOR, resulting in a total note rate of 8.00%. The loans matured on
August 1, 1996, with a 60-day extension option. The Partnership exercised this
option to convert the interim loans to fixed rate amortizing loans with an
interest rate equal to the Treasury Rate, as defined in the financing agreement,
plus 2.15%. Such converted loans would mature in ten years with monthly
payments of principal and interest based on a schedule which would fully
amortize the loans over a thirty year term. The Partnership, however, continued
seeking alternative long-term financing to obtain a lower interest rate.
In November of 1996, these two properties obtained long-term refinancing.
Proceeds from this transaction totaled $4,200,000. The debt accrues interest at
a rate of 7.33% per year, matures on November 1, 2003, and requires balloon
payments at maturity for the full principal amount. Throughout the mortgage
term, interest only payments are made. Loan costs of approximately $215,000
have been incurred by the properties as a result of the long-term refinancing.
Loan costs are included in other assets on the balance sheet and are amortized
as interest expense over the term of the mortgage notes.
NOTE E - FORECLOSURE OF MOUNTAIN PLAZA APARTMENTS
On September 3, 1996, the lender foreclosed on Mountain Plaza Apartments. The
mortgage note payable had been in default since May 13, 1996. In the General
Partner's opinion, it was not in the Partnership's best interest to contest the
foreclosure action. During the third quarter of 1996, the Partnership recorded
a gain on disposition of property of $1,820,000, to increase the carrying value
of the Mountain Plaza assets to their estimated market value and an
extraordinary gain on the foreclosure of $1,149,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's remaining investment properties consist of three apartment
complexes and one commercial property. The following table sets forth the
average occupancy of the properties for each of the nine months ended September
30, 1997 and 1996:
Average
Occupancy
1997 1996
Professional Plaza Office Building
Salt Lake City, UT 94% 97%
Ventura Landing Apartments
Orlando, FL 97% 95%
Village Green Apartments
Altamante Springs, FL 94% 95%
West Chase Apartments
Lexington, KY 88% 93%
The decrease in occupancy at West Chase Apartments is attributable to
competition from recently built apartment complexes in the Lexington area.
The Partnership realized net income of $345,000 for the nine months ended
September 30, 1997, of which $90,000 was net income for the third quarter. The
corresponding net income for the comparable periods in 1996 were $2,816,000 and
$2,944,000, respectively. The decrease in net income for both the three and
nine month periods ended September 30, 1997, is primarily due to the gain on
disposition of property and the extraordinary gain on foreclosure from the
foreclosure of Mountain Plaza Apartments in September of 1996. This foreclosure
resulted in an extraordinary gain on foreclosure in 1996 of $1,149,000, as well
as a gain recorded to increase the carrying value of the Mountain Plaza assets
to their estimated market value of $1,820,000 (see "Item 1. Note E - Foreclosure
of Mountain Plaza Apartments").
Total revenues and expenses decreased primarily due to the foreclosure of
Mountain Plaza Apartments. Rental income for the remaining properties increased
primarily as a result of an increase in rental rates at Ventura Landing.
Contributing to the decrease in depreciation expense was certain assets at the
remaining properties becoming fully depreciated in 1996. The decrease in
interest expense was also impacted by the refinancing of the Ventura Landing
note payable which resulted in a lower interest rate and principal balance.
This decrease was offset by a new mortgage at Village Green. Contributing to
the property tax decrease was the payoff of a 1990 tax liability in 1996, of
which approximately $45,000 was unaccrued, in order to secure the new note
payable at Village Green. General and administrative expenses decreased for the
nine months ended September 30, 1997, compared to the nine months ended
September 30, 1996, due to a decrease in professional fees and expense
reimbursements.
Included in maintenance expense for the nine months ended September 30, 1997, is
approximately $99,000 of major repairs and maintenance comprised primarily of
exterior building, tennis court and parking lot repairs. For the nine months
ended September 30, 1996, approximately $122,000 of major repairs and
maintenance consisting primarily of interior and exterior building repairs and
landscaping is included in maintenance expense.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At September 30, 1997, the Partnership held unrestricted cash and cash
equivalents of $1,839,000 compared to $3,730,000 at September 30, 1996. Net
cash provided by operating activities increased primarily due to the foreclosure
of Mountain Plaza in 1996. During the nine months ended September 30, 1996, the
property had an operating cash outflow of approximately $78,000. Also
contributing to the increase in cash provided by operating activities was a
decrease in cash used for accounts payable due to the timing of payments. Net
cash used in investing activities increased due to increased property
improvements and replacements and increased deposits to restricted escrows.
These increases were partially offset by an increase in receipts from restricted
escrows. Net cash used in financing activities increased due to higher
distributions to the partners in 1997 than in 1996 and due to proceeds received
in excess of the previous mortgage pay off and costs associated with the
refinancing in 1996.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $4,200,000 matures at November 1, 2003 with balloon
payments due at maturity, at which time the encumbered properties will either be
refinanced or sold. Future cash distributions will depend on the levels of net
cash generated from operations, capital expenditure requirements, property sales
and the availability of cash reserves. During 1997, the Partnership distributed
approximately $2,262,000.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K: None filed during the quarter ended September 30,
1997.
SIGNATURES
In accordance with 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.
CONSOLIDATED CAPITAL PROPERTIES III
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties III 1997 Third Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000317331
<NAME> CONSOLIDATED CAPITAL PROPERTIES III
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,839
<SECURITIES> 0
<RECEIVABLES> 19
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,058
<DEPRECIATION> 9,514
<TOTAL-ASSETS> 7,175
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> 2,493
<TOTAL-LIABILITY-AND-EQUITY> 7,175
<SALES> 0
<TOTAL-REVENUES> 2,787
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,442
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 255
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 345
<EPS-PRIMARY> 2.09<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
