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, 1999
[ ] 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 (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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, 1999
Assets
Cash and cash equivalents $ 4,584
Receivables and deposits 260
Restricted escrows 111
Other assets 193
Investment properties:
Land $ 507
Buildings and related personal property 10,067
10,574
Less accumulated depreciation (7,269) 3,305
Investment in discontinued operations 111
$ 8,564
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 56
Due to general partner 160
Tenant security deposit liabilities 100
Accrued property taxes 128
Distribution payable 4,048
Other liabilities 177
Mortgage notes payable 4,200
Partners' (Deficit) Capital
General partners $ (1,829)
Limited partners (158,582 units issued and
outstanding) 1,524 (305)
$ 8,564
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,
1999 1998 1999 1998
Revenues:
Rental income $ 722 $ 676 $2,143 $ 2,039
Other income 57 72 167 187
Total revenues 779 748 2,310 2,226
Expenses:
Operating 362 411 1,096 1,141
General and administrative 128 74 272 198
Depreciation 116 105 339 308
Interest 85 84 254 254
Property taxes 46 44 137 133
Total expenses 737 718 2,098 2,034
Income before discontinued
operations 42 30 212 192
(Loss) income from discontinued
operations (46) 80 175 304
Gain on sale of discontinued operations 2,161 -- 2,161 --
Net income $2,157 $ 110 $2,548 $ 496
Net income allocated
to general partners (4%) $ 86 $ 5 $ 102 $ 20
Net income allocated
to limited partners (96%) 2,071 105 2,446 476
$2,157 $ 110 $2,548 $ 496
Per limited partnership unit:
Income before discontinued operations $ 0.25 $ 0.18 $ 1.28 $ 1.16
(Loss) income from discontinued
operations (0.27) 0.48 1.06 1.84
Gain on sale of discontinued operations 13.08 -- 13.08 --
Net income per limited partnership unit $13.06 $ 0.66 $15.42 $ 3.00
Distribution per limited partnership $26.71 $ -- $39.19 $ --
unit
See Accompanying Notes to Consolidated Financial Statements
c)
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(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
Distributions to partners -- (37) (6,215) (6,252)
Net income for the nine months
ended September 30, 1999 -- 102 2,446 2,548
Partners' (deficit) capital
at September 30, 1999 158,582 $(1,829) $ 1,524 $ (305)
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 2,548 $ 496
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 339 344
Amortization of lease commissions and loan costs 23 45
Gain on sale of discontinued operations (2,161) --
Change in accounts:
Receivables and deposits (115) (182)
Other assets (18) (19)
Investment in discontinued operations 35 --
Accounts payable 6 (94)
Due to general partner 160 --
Tenant security deposit liabilities 14 17
Accrued property taxes 128 168
Other liabilities 19 14
Net cash provided by operating activities 978 789
Cash flows from investing activities:
Net proceeds from sale of discontinued operations 3,426 --
Property improvements and replacements (341) (298)
Net deposits to restricted escrows (33) (3)
Net cash provided by (used in)
investing activities 3,052 (301)
Cash flows used in financing activities:
Distributions to partners (2,204) --
Net increase in cash and cash equivalents 1,826 488
Cash and cash equivalents at beginning of period 2,758 2,038
Cash and cash equivalents at end of period $ 4,584 $ 2,526
Supplemental disclosure of cash flow information:
Cash paid for interest $ 231 $ 231
Supplemental disclosure of non-cash financing activity:
Distribution payable $ 4,048 $ --
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 nine month periods ended September 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 - DISCONTINUED SEGMENT
On July 8, 1999, Professional Plaza, located in Salt Lake City, Utah, was sold
to an unaffiliated third party for $3,600,000. After payment of closing
expenses, the net proceeds received by the Partnership were approximately
$3,426,000. The sale of the property resulted in a gain on sale of discontinued
operations of approximately $2,161,000.
Professional Plaza was the only property in the commercial segment of the
Partnership. Due to the sale of this property, the net assets of Professional
Plaza were classified as "Investment in discontinued operations" as of September
30, 1999. The results of operations of the property have been classified as
"Income from discontinued operations" for the three and nine months ended
September 30, 1999 and 1998, and the gain on sale of the property is reported as
"Gain on sale of discontinued operations". Included in "Investment in
discontinued operations" on the balance sheet is the remaining cash and deposits
partially offset by accrued liabilities of Professional Plaza.
NOTE D - 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 amounts were paid or accrued to the General Partner or affiliates
during each of the nine month periods ended September 30, 1999 and 1998,
respectively:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $115 $143
Reimbursement for services of affiliates (included in
investment properties, operating and general and
administrative expenses) 96 112
Special management fees (included in due to general
partner and general and administrative expenses) 88 --
Real estate brokerage commission (included in due to
general partner) 108 --
During the nine months ended September 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
$115,000 and $108,000 for the nine months ended September 30, 1999 and 1998,
respectively. During the nine months ended September 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 nine months ended September 30, 1998 and were approximately
$35,000. Effective October 1, 1998 (the effective date of the Insignia Merger
(See "Note B")), these 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 $96,000 and $112,000 for the
nine months ended September 30, 1999 and 1998, respectively, including
approximately $8,000 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 $36,000 was paid
to the General Partner during the nine months ended September 30, 1999. An
additional fee of approximately $52,000 was paid subsequent to September 30,
1999, which was accrued at September 30, 1999. No similar management fee was
paid to the General Partner during the corresponding period in 1998.
Additionally, the Partnership paid approximately $18,000 during the nine months
ended September 30, 1998, to an affiliate of the General Partner for lease
commissions at the Partnership's commercial property. These lease commissions
were included in other assets and were amortized over the terms of the
respective leases. Effective October 1, 1998, lease commissions were paid to an
unrelated party.
For acting as real estate broker in connection with the sale of Professional
Plaza, the General Partner earned a real estate commission of approximately
$108,000 during the nine months ended September 30, 1999. (See "Note C" for
additional information about the sale.) This commission will be paid to the
General Partner during the fourth quarter of 1999. These fees are subordinate
to the limited partners receiving a preferred return, as specified in the
Partnership Agreement. If the limited partners have not received their
preferred return when the Partnership terminates, the General Partner will
return this amount to the Partnership.
During July 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 75,000 (approximately 47.29% of the
total outstanding units) of the outstanding units of limited partnership
interest in the Partnership at $60 per Unit, net to the seller in cash. The
Purchaser acquired 17,056.00 units pursuant to this 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 3,770.50 units.
As a result, AIMCO and its affiliates currently own 62,330.50 units of limited
partnership interest in the Partnership representing approximately 39.30% 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 (see "Note G - Legal Proceedings").
NOTE E - DISTRIBUTIONS
During the nine months ended September 30, 1999, cash distributions were paid
totaling approximately $2,204,000 (approximately $2,189,000 to the limited
partners or $13.80 per limited partnership unit) to the partners, of which
approximately $378,000 (approximately $363,000 to the limited partners, $2.29
per limited partnership unit) was attributable to cash flow from operations and
approximately $1,826,000 ($11.51 per limited partnership unit) represented a
return of capital all of which was paid to the limited partners. Subsequent to
September 30, 1999, a distribution of approximately $4,048,000 (approximately
$4,026,000 to the limited partners or $25.39 per limited partnership unit) was
paid to the partners, of which approximately $550,000 (approximately $528,000 to
the limited partners or $3.33 per limited partnership unit) was attributable to
cash flows from operations and approximately $3,498,000 ($22.06 per limited
partnership unit) represented sale proceeds all of which was paid to the limited
partners. No distributions were paid during the nine months ended September 30,
1998.
NOTE F - SEGMENT INFORMATION
The Partnership had two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of three apartment complexes in Orlando, Florida; Altamonte Springs, Florida;
and Lexington, Kentucky. The Partnership rents apartment units to tenants for
terms that are typically twelve months or less. On July 8, 1999, the commercial
property was sold to an unrelated party. Therefore, the commercial segment is
reflected as discontinued operations (see "Note C" 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 nine months ended September 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 $ 2,143 $ -- $ -- $ 2,143
Other income 135 -- 32 167
Interest expense 254 -- -- 254
Depreciation 339 -- -- 339
General and administrative
expenses -- -- 272 272
Income from discontinued
operations -- 175 -- 175
Gain on sale of discontinued
operations -- 2,161 -- 2,161
Segment profit (loss) 452 2,336 (240) 2,548
Total assets 4,558 111 3,895 8,564
Capital expenditures for
investment properties 341 -- -- 341
1998 Residential Commercial Other Totals
(discontinued)
Rental income $ 2,039 $ -- $ -- $ 2,039
Other income 113 -- 74 187
Interest expense 254 -- -- 254
Depreciation 308 -- -- 308
General and administrative
expenses -- -- 198 198
Income from discontinued
operations -- 304 -- 304
Segment profit (loss) 316 304 (124) 496
Total assets 4,007 1,449 2,388 7,844
Capital expenditures for
investment properties 263 35 -- 298
NOTE G - 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Note B - Transfer of Control"). 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 filed demurrers to the amended complaint which
were heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement ("Stipulation"), settling claims, subject to final
court approval, on behalf of the Partnership and all limited partners who own
units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the General Partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The General Partner does not anticipate that costs
associated with this case 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 operation. 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.
The following table sets forth the average occupancy of the properties for each
of the nine month periods ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Ventura Landing Apartments 94% 95%
Orlando, Florida
Village Green Apartments 95% 99%
Altamonte Springs, Florida
West Chase Apartments 94% 83%
Lexington, Kentucky
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 Partnership realized net income of approximately $2,548,000 for the nine
months ended September 30, 1999, compared to approximately $496,000 for the nine
months ended September 30, 1999. The Partnership had net income of
approximately $2,157,000 for the three months ended September 30, 1999, compared
to approximately $110,000 for the three months ended September 30, 1998. The
increase in net income is primarily attributable to the gain on sale of
discontinued operations of approximately $2,161,000 realized on the sale of
Professional Plaza.
Excluding the impact of the sale and operations of Professional Plaza, the
Registrant had net income of approximately $212,000 and $192,000 for the nine
months ending September 30, 1999 and 1998, respectively. For the three months
ending September 30, 1999 and 1998, the Registrant had net income of
approximately $42,000 and $30,000, respectively. The increase in net income for
the three and nine months ended September 30, 1999 is due to increased total
revenues partially offset by increased total expenses. Total revenues increased
primarily due to increased rental income, partially offset by a decrease in
other income. Rental income increased primarily due to increased average rental
rates at Ventura Landing and Village Green and improved occupancy at West Chase.
Partially offsetting these increases were decreased occupancy at Village Green
and Ventura Landing and reduced average rental rates at West Chase. Other income
decreased primarily due to a decrease in interest income due to lower cash
balances in interest bearing accounts, partially offset by an increase in
laundry income and tenant charges at Ventura Landing and Village Green.
Total expenses for the three and nine months ended September 30, 1999, increased
due to increased general and administrative expenses and depreciation expense,
partially offset by reduced operating expenses. General and administrative
expense increased due to increased legal expenses due to the settlement of a
lawsuit as disclosed in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998, and to special management fees paid or
accrued to the General Partner during the nine months ended September 30, 1999.
There were no operating distributions made to the limited partners during the
nine months ended September 30, 1998, so no special management fees were paid
during this period. These increases were partially offset by reductions in
professional fees and management reimbursements. Included in general and
administrative expenses at both September 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
are also included. Depreciation expense increased due to capital improvements
completed during the past twelve months that are now being depreciated.
Offsetting the increase in total expenses was a decrease in operating expenses.
Operating expenses decreased primarily due to decreased maintenance expense at
all the Partnership's properties and decreased payroll expenses at Ventura
Landing. Partially offsetting the decrease in maintenance and payroll expenses
were increased expenses for common area cleaning at Ventura Landing and employee
bonuses at all the Partnership's properties.
Income from discontinued operations decreased for both the three and nine month
periods due to the sale of Professional Plaza as discussed below. Since
Professional Plaza was the last commercial property held by the Partnership, its
results of operations were shown as "Income from discontinued operations". This
income decreased due to the fact that there was only six months of activity for
1999 prior to the sale of the property and that additional expenses were
incurred in getting the property ready for sale.
On July 8, 1999, Professional Plaza, located in Salt Lake City, Utah, was sold
to an unaffiliated third party for $3,600,000. After payment of closing
expenses, the net proceeds received by the Partnership were approximately
$3,426,000. The sale of the property resulted in a gain on sale of discontinued
operations of approximately $2,161,000. The proceeds were distributed to the
partners subsequent to September 30, 1999.
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 September 30, 1999, the Partnership held cash and cash equivalents of
approximately $4,584,000 compared to approximately $2,526,000 at September 30,
1998. The increase in cash and cash equivalents of approximately $1,826,000 from
the Partnership's year ended December 31, 1998, is due primarily to
approximately $978,000 of cash provided by operating activities and $3,052,000
of cash provided by investing activities, partially offset by approximately
$2,204,000 of cash used in financing activities. Cash provided by investing
activities primarily consisted of proceeds from sale of discontinued operations,
partially offset by property improvements and replacements and deposits to
escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted of distributions 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 for each of the Registrant's properties are detailed below.
Ventura Landing
During the nine months ended September 30, 1999, the Partnership completed
approximately $163,000 of capital improvements, consisting primarily of carpet
and vinyl replacement, plumbing improvements, appliances, counter top
replacement, outside lighting and other structural improvements. The plumbing
improvements are complete as of September 30, 1999. These improvements were
funded from the 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 nine months ended September 30, 1999, the Partnership completed
approximately $74,000 of capital improvements, consisting primarily of carpet
and vinyl replacement, fencing replacement, air conditioning unit replacement,
and appliances. The fencing replacement is complete as of September 30, 1999.
These improvements were funded from Partnership reserves and cash from
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 $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 building enhancements, parking lot improvements, and other structural
improvements.
West Chase
During the nine months ended September 30, 1999, the Partnership completed
approximately $104,000 of capital improvements, consisting primarily of
carpeting and vinyl replacement, heating upgrades, plumbing improvements, and
other structural improvements. The heating upgrades and structural improvements
are substantially complete as of September 30, 1999. 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 upgrades,
plumbing, landscaping, roof replacement, and other building improvements.
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 required, 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 such maturity dates. If
the properties cannot be refinanced or sold for a sufficient amount, the
Registrant may risk losing such properties through foreclosure.
During the nine months ended September 30, 1999, cash distributions were paid
totaling approximately $2,204,000 (approximately $2,189,000 to the limited
partners or $13.80 per limited partnership unit) to the partners, of which
approximately $378,000 (approximately $363,000 to the limited partners, $2.29
per limited partnership unit) was attributable to cash flow from operations and
approximately $1,826,000 ($11.51 per limited partnership unit) represented a
return of capital all of which was paid to the limited partners. Subsequent to
September 30, 1999, a distribution of approximately $4,048,000 (approximately
$4,026,000 to the limited partners or $25.39 per limited partnership unit) was
paid to the partners, of which approximately $550,000 (approximately $528,000 to
the limited partners or $3.33 per limited partnership unit) was attributable to
cash flows from operations and approximately $3,498,000 ($22.06 per limited
partnership unit) represented sale proceeds all of which was paid to the limited
partners. No distributions were paid during the nine months ended September 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
during the remainder of 1999 or subsequent periods.
Tender Offers
During July 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 75,000 (approximately 47.29% of the
total outstanding units) of the outstanding units of limited partnership
interest in the Partnership at $60 per Unit, net to the seller in cash. The
Purchaser acquired 17,056.00 units pursuant to this 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 62,330.50 units of limited
partnership interest in the Partnership representing approximately 39.30% 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 (see "Item 1. Financial Statements, Note G - Legal
Proceedings").
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 September 30, 1999, had virtually completed 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.
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 virtually all of the server operating systems.
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 virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 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
September 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 has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 expenses
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). 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 filed demurrers to the amended complaint which were heard
February 1999. Pending the ruling on such demurrers, settlement negotiations
commenced. On November 2, 1999, the parties executed and filed a Stipulation of
Settlement ("Stipulation"), settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. The Court has preliminarily approved the Settlement and scheduled a
final approval hearing for December 10, 1999. In exchange for a release of all
claims, the Stipulation provides that, among other things, an affiliate of the
General Partner will make tender offers for all outstanding limited partnership
interests in 49 partnerships, including the Registrant, subject to the terms and
conditions set forth in the Stipulation, and has agreed to establish a reserve
to pay an additional amount in settlement to qualifying class members (the
"Settlement Fund"). At the final approval hearing, Plaintiffs' counsel will
make an application for attorneys' fees and reimbursement of expenses, to be
paid in part by the partnerships and in part from the Settlement Fund. The
General Partner does not anticipate that costs associated with this case 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:
A current report on Form 8-K was filed by the Registrant, dated
July 23, 1999, relating to the sale of Professional Plaza on July
8, 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/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties III 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,584
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 10,574
<DEPRECIATION> 7,269
<TOTAL-ASSETS> 8,564
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> (305)
<TOTAL-LIABILITY-AND-EQUITY> 8,564
<SALES> 0
<TOTAL-REVENUES> 2,310
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,098
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 254
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 212
<DISCONTINUED> 2,336
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,548
<EPS-BASIC> 15.42<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
