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, 1999
[ ] 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.)
55 Beattie Place, 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)
June 30, 1999
Assets
Cash and cash equivalents $ 1,239
Receivables and deposits 223
Restricted escrows 92
Other assets 197
Investment properties:
Land $ 507
Buildings and related personal property 9,877
10,384
Less accumulated depreciation (7,153) 3,231
Investment in discontinued operations 1,394
$ 6,376
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 46
Tenant security deposit liabilities 95
Accrued property taxes 82
Other liabilities 148
Mortgage notes payable 4,200
Partners' Capital (Deficit)
General partners' $ (1,884)
Limited partners' (158,582 units
issued and outstanding) 3,689 1,805
$ 6,376
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,
1999 1998 1999 1998
Revenues:
Rental income $ 727 $ 677 $ 1,421 $ 1,363
Other income 62 62 110 115
Total revenues 789 739 1,531 1,478
Expenses:
Operating 358 382 734 730
General and administrative 57 62 144 124
Depreciation 118 104 223 203
Interest 84 85 169 170
Property taxes 45 45 91 89
Total expenses 662 678 1,361 1,316
Income before discontinued
operations 127 61 170 162
Income from discontinued
operations 113 118 221 224
Net income $ 240 $ 179 $ 391 $ 386
Net income allocated
to general partners (4%) $ 10 $ 7 $ 16 $ 15
Net income allocated
to limited partners (96%) 230 172 375 371
$ 240 $ 179 $ 391 $ 386
Per limited partnership unit:
Income before discontinued
operations $ .77 $ .37 $ 1.03 $ .98
Income from discontinued
operations .68 .71 1.33 1.36
Net income $ 1.45 $ 1.08 $ 2.36 $ 2.34
Distribution per limited
partnership unit $ -- $ -- $ 12.48 $ --
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, 1998 158,582 $(1,894) $ 5,293 $ 3,399
Distribution to partners -- (6) (1,979) (1,985)
Net income for the six months
ended June 30, 1999 -- 16 375 391
Partners' (deficit) capital
at June 30, 1999 158,582 $(1,884) $ 3,689 $ 1,805
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,
1999 1998
Cash flows from operating activities:
Net income $ 391 $ 386
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 223 225
Amortization of lease commissions and loan costs 15 28
Change in accounts:
Receivables and deposits (78) (109)
Other assets (14) (5)
Investment in discontinued operations 17 --
Accounts payable (4) (80)
Tenant security deposit liabilities 9 13
Accrued property taxes 82 112
Other liabilities (10) 1
Net cash provided by operating activities 631 571
Cash flows from investing activities:
Property improvements and replacements (151) (217)
Net (deposits to) receipts from restricted escrows (14) 18
Net cash used in investing activities (165) (199)
Cash flows used in financing activities:
Distribution to partners (1,985) --
Net (decrease) increase in cash and cash equivalents (1,519) 372
Cash and cash equivalents at beginning of period 2,758 2,038
Cash and cash equivalents at end of period $ 1,239 $ 2,410
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" or "Registrant") 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, 1999, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1999. 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, 1998.
Consolidation
The consolidated financial statements of the Partnership include the accounts of
ConCap Village Green Associates, Ltd. The Partnership owns a 99% interest in
this partnership, and it has the ability to control the major operating and
financial policies of this partnership. All inter-entity transactions have been
eliminated.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE C - 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 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 during
each of the six month periods ended June 30, 1999 and 1998, respectively:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $ 76 $ 95
Reimbursement for services of affiliates
(included in investment properties, and operating
and general and administrative expenses) 61 77
Partnership management fees (included in
general and administrative expenses) 15 --
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of Registrant's
residential properties as compensation for providing property management
services. The Registrant paid to such affiliates approximately $76,000 and
$72,000 for the six months ended June 30, 1999 and 1998, respectively. During
the six months ended June 30, 1998, affiliates of the General Partner were
entitled to varying percentages of gross receipts from the Registrant's
commercial property as compensation for providing property management services.
These services were performed by affiliates of the General Partner during the
six months ended June 30, 1998 and were approximately $23,000. Effective
October 1, 1998 (the effective date of the Insignia Merger (see "Note B")), the
services for the commercial property were provided by an unrelated party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $61,000 and $77,000 for the
six months ended June 30, 1999 and 1998, respectively, including approximately
$4,000 and $5,000, respectively, of construction oversight costs.
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, a fee of approximately $15,000 was paid
to the General Partner during the six months ended June 30, 1999. No similar
management fee was paid to the General Partner during the corresponding period
in 1998.
Additionally, the Partnership paid approximately $8,000 during the six months
ended June 30, 1998, 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. Effective October 1, 1998, lease commissions were paid to an unrelated
party.
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 46,436.36 (approximately 29.28% of
the total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $64 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 3,777.50 units.
As a result, AIMCO and its affiliates currently own 61,485.50 units of limited
partnership interest in the Partnership representing approximately 38.77% of the
total outstanding units. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO.
NOTE D - DISTRIBUTIONS
During the six months ended June 30, 1999, a cash distribution was paid totaling
approximately $1,985,000 (approximately $1,979,000 to the limited partners or
$12.48 per limited partnership unit) to the partners, of which approximately
$159,000 was attributable to cash flow from operations and approximately
$1,826,000 represented a return of capital. No distributions were paid during
the six months ended June 30, 1998. Subsequent to June 30, 1999, a distribution
of approximately $219,000 (approximately $210,000 to the limited partners or
$1.32 per limited partnership unit) was paid from cash flow from operations.
NOTE E - SEGMENT INFORMATION
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of three apartment complexes in Florida and Kentucky. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
The commercial property segment consists of an office building located in Salt
Lake City, Utah. This property leases space to a variety of tenants at terms
ranging from one to five years. On July 8, 1999, the commercial property was
sold to an unrelated party. Therefore, the commercial segment is reflected as
discontinued operations (see "Note G" for further discussion regarding the
sale).
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those described in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998.
The Partnership's reportable segments are investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the six months ended June 30, 1999 and 1998, is shown in
the tables below. The "Other" column includes Partnership administration
related items and income and expense not allocated to the reportable segments
(in thousands).
1999
Residential Commercial Other Totals
(discontinued)
Rental income $1,421 $ -- $ -- $1,421
Other income 90 -- 20 110
Interest expense 169 -- -- 169
Depreciation 223 -- -- 223
General and administrative expense -- -- 144 144
Income from discontinued operations -- 221 -- 221
Segment profit (loss) 294 221 (124) 391
Total assets 4,332 1,394 650 6,376
Capital expenditures for investment
properties 151 -- -- 151
1998
Residential Commercial Other Totals
(discontinued)
Rental income $1,363 $ -- $ -- $1,363
Other income 67 -- 48 115
Interest expense 170 -- -- 170
Depreciation 203 -- -- 203
General and administrative expense -- -- 124 124
Income from discontinued operations -- 224 -- 224
Segment profit (loss) 238 224 (76) 386
Total assets 3,972 1,330 2,279 7,581
Capital expenditures for investment
properties 187 30 -- 217
NOTE F - 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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner has filed demurrers to the
amended complaint which were heard during February 1999. No ruling on such
demurrers has been received. The General Partner does not anticipate that costs
associated with this case, if any, will be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE G - SUBSEQUENT EVENT
On July 8, 1999, Professional Plaza Office Building, located in Salt Lake City,
Utah, was sold to an unaffiliated party for $3,600,000. After payment of
closing expenses, the net sales proceeds received by the Partnership were
approximately $3,498,000. For financial statement purposes, the sale resulted
in a gain of approximately $2,233,000, which will be recognized during the third
quarter. The sale transaction is summarized as follows (amounts in thousands):
Net sales price, net of selling costs $ 3,498
Net real estate (1) (1,215)
Net other assets (50)
Gain on sale of real estate 2,233
(1) Real estate at cost, net of accumulated depreciation of approximately
$3,183,000.
The following unaudited proforma information reflects the operations of the
Partnership for the six months ended June 30, 1999, as if Professional Plaza
Office Building had been sold January 1, 1998.
1999 1998
(in thousands, except per unit data)
Revenues $1,531 $1,478
Net income 170 162
Income per limited partnership unit 1.03 0.98
Professional Plaza was the only property in the commercial segment of the
Partnership. Due to the subsequent sale of the property, the net assets of the
property have been classified as "Investment in Discontinued Operations" as of
June 30, 1999, on the consolidated balance sheet. This classification was also
made as of December 31, 1998, for the consolidated statement of cash flow. The
net income of the property has been classified as "Income from Discontinued
Operations" for the three and six month periods ended June 30, 1999 and 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussions of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
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 months ended June 30, 1999 and 1998:
Average Occupancy
1999 1998
Professional Plaza Office Building 91% 96%
Salt Lake City, UT (1)
Ventura Landing Apartments 93% 95%
Orlando, FL
Village Green Apartments 94% 99%
Altamonte Springs, FL
West Chase Apartments 95% 84%
Lexington, KY
(1) Property was sold on July 8, 1999.
The decrease in occupancy at Ventura Landing is due to tighter market conditions
in the Orlando market area. The property's average occupancy has improved 3%
since March 31, 1999, due to increased marketing efforts. The decrease in
occupancy at Village Green is due to new apartment construction filling the
market in Altamonte Springs. The increase in occupancy at West Chase is due to
increased concessions offered late in 1998.
Results of Operations
The Registrant's net income for the six months ended June 30, 1999, was
approximately $391,000 as compared to approximately $386,000 for the six months
ended June 30, 1998. The Registrant's net income for the three months ended
June 30, 1999, was approximately $240,000 compared to net income of
approximately $179,000 for the three months ended June 30, 1998. For the six
months ended June 30, 1999, the increase in net income was due to increased
total revenues partially offset by increased total expenses. For the three
months ended June 30, 1999, the increase in net income was due to increased
total revenue and decreased total expense. Total revenues increased primarily
due to increased rental income. Rental income increased primarily due to
increased average rental rates at Ventura Landing and Village Green and improved
occupancy at West Chase, which were partially offset by reduced occupancy at
Village Green and Ventura Plaza and reduced rental rates at West Chase.
Total expenses for the six months ended June 30, 1999, increased due to
increased depreciation and general and administrative expenses. Depreciation
expense increased due to capital improvements completed during the second half
of 1998 that are now being depreciated. General and administrative expense
increased due to increased legal expenses due to the settlement of the Everest
Lawsuit as disclosed in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998, and to a partnership management fee paid
during the six months ended June 30, 1999, related to a distribution consisting
of cash from operations. There were no operating distributions during the six
months ended June 30, 1998, so no partnership management fee was paid during
such periods. Included in general and administrative expenses at both June 30,
1999 and 1998, are management reimbursements to the General Partner allowed
under the Partnership Agreement. Costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement also are included. Total expenses for the
three months ended June 30, 1999, decreased due to decreased operating expense
which offset the increase in depreciation expense. Operating expense for the
three months ended June 30, 1999, decreased primarily due to decreased
maintenance expenses at Ventura Landing and Village Green.
Subsequent to June 30, 1999, Professional Plaza Office Building, located in Salt
Lake City, Utah, was sold to an unaffiliated party for $3,600,000. After
payment of closing expenses, the net sales proceeds received by the Partnership
were approximately $3,498,000. For financial statement purposes, the sale
resulted in a gain of approximately $2,233,000, which will be recognized during
the third quarter of 1999. Professional Plaza was the only property in the
commercial segment of the Partnership. Due to the subsequent sale of the
property, the net assets of the property have been classified as "Investment in
Discontinued Operations" as of June 30, 1999, on the consolidated balance sheet.
This classification was also made as of December 31, 1998, for the consolidated
statement of cash flow. The net income of the property has been classified as
"Income from Discontinued Operations" for the three and six month periods ended
June 30, 1999 and 1998.
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.
Liquidity and Capital Resources
As of June 30, 1999, the Partnership held cash and cash equivalents of
approximately $1,239,000 compared to approximately $2,410,000 at June 30, 1998.
The decrease in cash and cash equivalents of approximately $1,519,000 from the
Partnership's year ended December 31, 1998, is due primarily to approximately
$1,985,000 of cash used in financing activities, and to a lesser extent, to
approximately $165,000 of cash used in investing activities, partially offset by
approximately $631,000 of cash provided by operating activities. Cash used in
investing activities consisted primarily of property improvements and
replacements and, to a lessor extent, deposits to escrow accounts maintained by
the mortgage lender. Cash used in financing activities consisted of a
distribution paid to the partners. The Registrant invests its working capital
reserves in a money market account.
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 properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements
planned at the Partnership's properties for 1999 are detailed below.
Ventura Landing
During the six months ended June 30, 1999, the Partnership completed
approximately $105,000 of capital improvements, consisting primarily of carpet
and vinyl replacement, plumbing improvements, appliances, counter top
replacement, outside lighting, and other structural improvements. These
improvements were funded from cash provided by operations. Based on a report
received from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $302,000 of capital
improvements over the next few years. Capital improvements budgeted for, but
not limited to, approximately $298,000, which includes certain of the required
improvements, are planned for 1999, including carpet and vinyl replacement,
parking lot improvements, light fixtures, roof replacement and other structural
improvements.
Village Green
During the six months ended June 30, 1999, the Partnership completed
approximately $20,000 of capital improvements, consisting primarily of carpet
and vinyl replacement and appliances. These improvements were funded from
Partnership reserves. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the General Partner on interior improvements, it is estimated that the property
requires approximately $282,000 of capital improvements over the next few years.
Capital improvements budgeted for, but not limited to, approximately $299,000,
which includes certain of the required improvements, are planned for 1999,
including carpet and vinyl replacement, air conditioning units, fencing,
exterior painting, parking lot improvements, and other structural improvements.
West Chase
During the six months ended June 30, 1999, the Partnership completed
approximately $26,000 of capital improvements, consisting primarily of carpeting
and vinyl replacement, and plumbing improvements. These improvements were
funded from cash provided by operations. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the General Partner on interior improvements, it is estimated
that the property requires approximately $302,000 of capital improvements over
the next few years. Capital improvements budgeted for, but not limited to,
approximately $250,000, which includes certain of the required improvements, are
planned for 1999, including carpet and vinyl replacement, heating units,
plumbing, landscaping, roof replacement and other building improvements.
Professional Plaza Office Building
During the six months ended June 30, 1999, the Partnership did not incur any
expenditures for capital improvements at the property. This property was sold
July 8, 1999.
The capital expenditures will be incurred only if cash is available from
operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of $4,200,000 requires interest only payments with the principal
balance due in November 2003. The General Partner will attempt to refinance
such indebtedness and/or sell the properties prior to the maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
may risk losing such properties through foreclosure.
During the six months ended June 30, 1999, the Registrant made a distribution of
approximately $1,985,000 (approximately $1,979,000 to the limited partners,
$12.48 per limited partnership unit) of which approximately $1,826,000
(approximately $1,827,000 to the limited partners, $11.52 per limited
partnership unit) represented a return of capital and approximately $159,000
(approximately $152,000 to the limited partners, $.96 per limited partnership
unit) was from cash flow from operations. Subsequent to June 30, 1999, a
distribution of approximately $219,000 (approximately $210,000 to the limited
partners, $1.32 per limited partnership unit) was paid from cash flow from
operations. No distributions were paid during the six months ended June 30,
1998. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves and the timing of debt
maturities, property sales, and/or refinancings. The Registrant's distribution
policy is reviewed on a semi-annual basis. There can be no assurance, however,
that the Registrant will generate sufficient funds from operations after
required capital expenditures to permit further distributions to its partners in
1999 or subsequent periods.
Tender Offer
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 46,436.36 (approximately 29.28% of
the total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $64 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 3,777.50 units.
As a result, AIMCO and its affiliates currently own 61,485.50 units of limited
partnership interest in the Partnership representing approximately 38.77% of the
total outstanding units. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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. On June 25, 1998, the General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
have filed an amended complaint. The General Partner has filed demurrers to the
amended complaint which were heard during February 1999. No ruling on such
demurrers has been received. The General Partner does not anticipate that costs
associated with this case, if any, will be material to the Partnership's overall
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
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, 1999.
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/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Executive Vice President
Finance and Administration
Date: August 11, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties III 1999 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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,239
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 10,384
<DEPRECIATION> 7,153
<TOTAL-ASSETS> 6,376
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> 1,805
<TOTAL-LIABILITY-AND-EQUITY> 6,376
<SALES> 0
<TOTAL-REVENUES> 1,531
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,361
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 169
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 170
<DISCONTINUED> 221
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 391
<EPS-BASIC> 2.36<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
