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 June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO 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)
June 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,410
Receivables and deposits 308
Restricted escrows 88
Other assets 292
Investment properties:
Land $ 1,552
Buildings and related personal property 12,874
14,426
Less accumulated depreciation (9,849) 4,577
$ 7,675
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 59
Tenant security deposit liabilities 134
Accrued property taxes 112
Other liabilities 145
Mortgage notes payable 4,200
Partners' Capital (Deficit)
General partners' $(1,909)
Limited partners' (158,582 units
issued and outstanding) 4,934 3,025
$ 7,675
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 Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 912 $ 832 $ 1,820 $ 1,658
Other income 63 59 117 133
Total revenues 975 891 1,937 1,791
Expenses:
Operating 479 482 920 926
General and administrative 62 60 124 125
Depreciation 114 106 225 207
Interest 85 86 170 170
Property taxes 56 54 112 108
Total expenses 796 788 1,551 1,536
Net income $ 179 $ 103 $ 386 $ 255
Net income allocated
to general partners (4%) $ 7 $ 4 $ 15 $ 10
Net income allocated
to limited partners (96%) 172 99 371 245
$ 179 $ 103 $ 386 $ 255
Net income per limited
partnership unit $ 1.08 $ .62 $ 2.34 $ 1.54
Limited partnership units
outstanding 158,582 158,636 158,582 158,636
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)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 158,945 $ 1 $ 79,473 $ 79,474
Partners' (deficit) capital at
December 31, 1997 158,582 $ (1,924) $ 4,563 $ 2,639
Net income for the six months
ended June 30, 1998 -- 15 371 386
Partners' (deficit) capital
at June 30, 1998 158,582 $ (1,909) $ 4,934 $ 3,025
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 386 $ 255
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 225 207
Amortization of lease commissions and loan costs 28 24
Change in accounts:
Receivables and deposits (109) (25)
Other assets (5) (28)
Accounts payable (80) (76)
Tenant security deposit liabilities 13 1
Accrued property taxes 112 108
Other liabilities 1 (5)
Net cash provided by operating activities 571 461
Cash flows from investing activities:
Property improvements and replacements (217) (152)
Net receipts from restricted escrows 18 108
Net cash used in investing activities (199) (44)
Cash flows from financing activities:
Loan costs paid -- (20)
Partners' distributions -- (1,150)
Net cash used in financing activities -- (1,170)
Net increase (decrease) in cash and cash equivalents 372 (753)
Cash and cash equivalents at beginning of period 2,038 3,603
Cash and cash equivalents at end of period $ 2,410 $ 2,850
Supplemental disclosure of cash flow information:
Cash paid for interest $ 154 $ 154
See Accompanying Notes to Consolidated Financial Statements
e)
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 six month
periods ended June 30, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. 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, 1997.
Reclassifications
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
Principles of Consolidation
The consolidated financial statements of the Partnership include its 99% limited
partnership interest in ConCap Village Green Associates, Ltd. The Partnership
may remove the General Partner of this lower tier; therefore, the partnership is
controlled and consolidated by the Partnership. All significant interpartnership
balances have been eliminated. Minority interest is immaterial and not shown
separately in the financial statements.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTNERS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The General Partner is wholly-owned by Insignia Properties Trust ("IPT"), which
is an affiliate of Insignia Financial Group, Inc. ("Insignia"). The Limited
Partnership Agreement ("Partnership Agreement") provides for payments to
affiliates of the General Partner for property management services based on a
percentage of revenue; for a partnership management fee equal to 9% of the total
distributions made to limited partners from cash flow from operations; and for
reimbursements of certain expenses incurred by affiliates of the General Partner
on behalf of the Partnership.
The following payments were paid to affiliates of the General Partner for the
six month periods ended June 30, 1998 and 1997, respectively (in thousands):
1998 1997
Property management fees (included in
operating expenses) $ 95 $ 88
Reimbursement for services of affiliates
(included in operating and general and
administrative expenses) 72 71
In addition, the Partnership paid approximately $5,000 and $3,000 during the six
month periods ended June 30, 1998 and 1997, respectively, to an affiliate of the
General Partner for construction oversight reimbursements related to capital
improvements and major repair projects. The Partnership paid approximately
$8,000 and $21,000 during the six months ended June 30, 1998 and 1997,
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. The
Partnership also paid approximately $5,000 during the six months ended June 30,
1997 to affiliates of Insignia for reimbursements of costs related to the loan
refinancings in November of 1996. These costs were capitalized as loan costs
and are being amortized over the terms of the respective loans.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 which received payment on
these obligations from the agent. The amount of the Partnership's insurance
premiums that accrued to the benefit of the affiliate of the General Partner by
virtue of the agent's obligations was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
During July 1998, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in five real estate limited
partnerships (including the Partnership) in which various Insignia affiliates
act as general partner. The Purchaser offered to purchase up to 75,000 of the
outstanding units of limited partnership interest in the Partnership, at $60 per
Unit, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 30, 1998 (the "Offer to
Purchase"). Because of the existing and potential future conflicts of interest
(described in the Partnership's Statements on Schedule 14D-9 filed with the
Securities and Exchange Commission on July 30, 1998), neither the Partnership
nor the General Partner expressed any opinion as to the Offer to Purchase and
made no recommendation as to whether unit holders should tender their units in
response to the Offer to Purchase. In addition, because of these conflicts of
interest, the manner in which the Purchaser votes its limited partner interest
in the Partnership may not always be consistent with the best interests of the
other limited partners.
NOTE C - DISTRIBUTION
In April of 1997, the General Partner declared and paid a distribution,
representing a return of capital, totaling approximately $1,150,000 to the
partners. There were no distributions to the partners during the six months
ended June 30, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of three apartment complexes and
one commercial property. The following table sets forth the average occupancy
of the properties for the six month periods ended June 30, 1998 and 1997:
Average Occupancy
1998 1997
Professional Plaza Office Building 96% 95%
Salt Lake City, UT
Ventura Landing Apartments 95% 96%
Orlando, FL
Village Green Apartments 99% 92%
Altamonte Springs, FL
West Chase Apartments 84% 87%
Lexington, KY
The decrease in occupancy at West Chase Apartments is a result of competition
from several new apartment complexes completed in the Lexington area in 1996 and
1997. The increase in occupancy at Village Green Apartments is due to several
exterior and interior building improvements made in 1997, which improved the
appearance of the entire property.
The Partnership realized net income of approximately $386,000 for the six months
ended June 30, 1998, compared to net income of approximately $255,000 for the
six months ended June 30, 1997. The Partnership's net income for the three
months ended June 30, 1998 was approximately $179,000 compared to net income of
approximately $103,000 for the three months ended June 30, 1997. The increase
in net income is primarily due to increased rental revenue due to rental rate
increases at Professional Plaza, Ventura Landing, and Village Green, as well as
occupancy increases at Village Green and Professional Plaza. Total expenses
remained stable for the six months ended June 30, 1998 compared to the
corresponding period in 1997. Included in operating expense are approximately
$20,000 and $41,000 of major repairs and maintenance for the six months ended
June 30, 1998 and 1997, respectively. The major repairs and maintenance items
for 1998 are comprised primarily of exterior building repairs and landscaping.
The 1997 major repairs and maintenance items are comprised primarily of exterior
building and tennis court repairs.
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 June 30, 1998, the Partnership held cash and cash equivalents of
approximately $2,410,000 compared to approximately $2,850,000 at June 30, 1997.
The net increase in cash and cash equivalents for the six months ended June 30,
1998 was $372,000 compared to a net decrease of $753,000 for the six months
ended June 30, 1997. Net cash provided by operating activities increased
primarily due to increased rental revenue, as discussed above. Partially
offsetting this increase to cash was an increase in receivables and deposits for
the first six months of 1998 compared to the first six months of 1997. Net cash
used in investing activities increased due to decreased receipts from restricted
escrows and increased property improvements and replacements. Net cash used in
financing activities decreased primarily due to distributions paid in the first
six months of 1997.
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 on November 1, 2003 with balloon
payments due at maturity, at which time the properties will either be refinanced
or sold. During the six months ended June 30, 1997, the Partnership distributed
approximately $1,150,000 to the partners. No distributions were made during the
six months ended June 30, 1998. Future cash distributions will depend on the
levels of net cash generated from operations, capital expenditure requirements,
refinancings, property sales, and the availability of cash reserves.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates, as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The General Partner believes
the action to be without merit, and intends to vigorously defend it. On June 24,
1998, the General Partner filed a motion seeking dismissal of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition or operations of the
Partnership.
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 June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant 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: August 6, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Consolidated Capital Properties III 1998 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,410
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,426
<DEPRECIATION> 9,849
<TOTAL-ASSETS> 7,675
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> 3,025
<TOTAL-LIABILITY-AND-EQUITY> 7,675
<SALES> 0
<TOTAL-REVENUES> 1,937
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,551
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 170
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 386
<EPS-PRIMARY> 2.34<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
