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 March 31, 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)
March 31, 1999
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 1,069
Receivables and deposits 261
Restricted escrows 97
Other assets 298
Investment properties:
Land $ 1,552
Buildings and related personal property 13,108
14,660
Less accumulated depreciation (10,206) 4,454
$ 6,179
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 53
Tenant security deposit liabilities 142
Accrued property taxes 52
Other liabilities 167
Mortgage notes payable 4,200
Partners' Capital (Deficit)
General partners' $ (1,894)
Limited partners' (158,582 units
issued and outstanding) 3,459 1,565
$ 6,179
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
March 31,
1999 1998
Revenues:
Rental income $ 922 $ 908
Other income 49 54
Total revenues 971 962
Expenses:
Operating 474 441
General and administrative 87 62
Depreciation 117 111
Interest 85 85
Property taxes 57 56
Total expenses 820 755
Net income $ 151 $ 207
Net income allocated to general partners (4%) $ 6 $ 8
Net income allocated to limited partners (96%) 145 199
$ 151 $ 207
Net income per limited partnership unit $ .91 $ 1.25
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 three months
ended March 31, 1999 -- 6 145 151
Partners' (deficit) capital
at March 31, 1999 158,582 $(1,894) $ 3,459 $ 1,565
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL PROPERTIES III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net income $ 151 $ 207
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 117 111
Amortization of lease commissions and loan costs 12 14
Change in accounts:
Receivables and deposits (45) (51)
Other assets (22) 5
Accounts payable (8) (105)
Tenant security deposits payable 2 6
Accrued property taxes 52 56
Other liabilities 2 (8)
Net cash provided by operating activities 261 235
Cash flows from investing activities:
Property improvements and replacements (71) (83)
Net (deposits to) receipts from restricted escrows (19) 12
Net cash used in investing activities (90) (71)
Cash flows used in financing activities:
Distribution to partners (1,985) --
Net (decrease) increase in cash and cash equivalents (1,814) 164
Cash and cash equivalents at beginning of period 2,883 2,038
Cash and cash equivalents at end of period $1,069 $2,202
Supplemental disclosure of cash flow information:
Cash paid for interest $ 77 $ 77
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"), a wholly-owned subsidiary of Apartment Investment and Management
Company ("AIMCO") (see "Note B"), all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 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 intercompany transactions have been
eliminated.
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 three months ended March 31, 1999 and 1998, respectively:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $ 37 $ 47
Reimbursement for services of affiliates
(included in operating and general and
administrative expenses) (1) 35 38
Partnership management fees (included in
general and administrative expenses) 15 --
(1) Included in "Reimbursements for services of affiliates" for the three
months ended March 31, 1998, is approximately $2,000 in reimbursements for
construction oversight costs. There were no construction oversight costs
during the three months ended March 31, 1999.
Additionally, the Partnership paid approximately $3,000 during the three months
ended March 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.
During the three months ended March 31, 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 $37,000 and $36,000 for the
three months ended March 30, 1999 and 1998 respectively. During the three months
ended March 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 three months ended
March 31, 1998 and were approximately $11,000. 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 $35,000 and $38,000 for the
three months ended March 30, 1999 and 1998, respectively.
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 three months ended March 31, 1999. No similar
management fee was paid to affiliates during the corresponding period in 1998.
NOTE D - DISTRIBUTIONS
During the three months ended March 31, 1999, a cash distribution was paid
totaling approximately $1,985,000 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 three months ended March 31, 1998.
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 two states in the United States. 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.
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 three months ended March 31, 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
Rental income $ 694 $ 228 $ -- $ 922
Other income 33 1 15 49
Interest expense 85 -- -- 85
Depreciation 105 12 -- 117
General and administrative expense -- -- 87 87
Segment profit (loss) 115 108 (72) 151
Total assets 4,117 1,456 606 6,179
Capital expenditures for investment
properties 48 23 -- 71
1998
Residential Commercial Other Totals
Rental income $ 687 $ 221 $ -- $ 908
Other income 29 1 24 54
Interest expense 85 -- -- 85
Depreciation 100 11 -- 111
General and administrative expense -- -- 62 62
Segment profit (loss) 139 106 (38) 207
Total assets 3,912 1,475 2,012 7,399
Capital expenditures for investment
properties 76 7 -- 83
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.
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 three months ended March 31, 1999 and 1998:
Average Occupancy
1999 1998
Professional Plaza Office Building 94% 95%
Salt Lake City, UT
Ventura Landing Apartments 90% 95%
Orlando, FL
Village Green Apartments 93% 99%
Altamante Springs, FL
West Chase Apartments 96% 87%
Lexington, KY
The General Partner attributes the decrease in occupancy at Ventura Landing to
tighter market conditions in Orlando. The property's occupancy had returned to
96% by the end of the quarter. The decrease in occupancy at Village Green is
due to new apartment construction filling the market in Altamonte Springs. It
is anticipated that occupancy levels at Village Green will return to the average
levels of prior comparable periods through the remainder of 1999. 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 three months ended March 31, 1999 was
approximately $151,000 as compared to approximately $207,000 for the three
months ended March 31, 1998. The decrease in net income was due to increased
total expenses partially offset by increased total revenues. Total revenues
increased primarily due to increased average rental rates at Ventura Landing,
Village Green and Professional Plaza and improved occupancy at West Chase, which
was partially offset by reduced occupancy at Village Green and Ventura Plaza.
Total expenses increased due to increased operating expenses and general and
administrative expenses. Operating expenses increased due primarily to
increased repair and maintenance expenses at Ventura Landing and employee
bonuses.
General and administrative expenses increased due to a partnership management
fee paid during the three months ended March 31, 1999, related to a distribution
consisting of cash from operations. There were no operating distributions
during the three months ended March 31, 1998, so no partnership management fee
was paid. In addition, printing and mailing costs related to correspondence with
the limited partners increased. Included in general and administrative expenses
at both March 31, 1999 and 1998 are management reimbursements to the General
Partner allowed under the Partnership Agreement. In addition, costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are
included.
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 March 31, 1999, the Partnership held cash and cash equivalents of
approximately $1,069,000 compared to approximately $2,202,000 at March 31, 1998.
The decrease in cash and cash equivalents of approximately $1,814,000 from
December 31, 1998, is due to approximately $90,000 of cash used in investing
activities and approximately $1,985,000 of cash used in financing activities,
partially offset by approximately $261,000 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:
Professional Plaza
During the three months ended March 31, 1999, the Partnership completed
approximately $23,000 of capital improvements consisting primarily of tenant
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 near term. Capital improvements
budgeted for, but not limited to, approximately $59,000 are planned for 1999,
including tenant improvements and air conditioning units.
Ventura Landing
During the three months ended March 31, 1999, the Partnership completed
approximately $28,000 of capital improvements, consisting primarily of carpet
and vinyl replacement, counter top replacement 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 near term. Capital improvements
budgeted for, but not limited to, approximately $298,000 are planned for 1999,
including carpet and vinyl replacement, parking lot improvements, light
fixtures, roof replacement and other structural improvements.
Village Green
During the three months ended March 31, 1999, the Partnership completed
approximately $11,000 of capital improvements, consisting primarily of carpet
and vinyl replacement and appliances. 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 $282,000 of capital improvements over the near term.
Capital improvements budgeted for, but not limited to, approximately $299,000
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 three months ended March 31, 1999, the Partnership completed
approximately $9,000 of capital improvements, consisting primarily of carpeting
and vinyl replacement and other building 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 near term. Capital improvements budgeted for, but not limited to,
approximately $250,000 are planned for 1999, including carpet and vinyl
replacement, heating units, 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 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 three months ended March 31, 1999, the Registrant made a distribution
of approximately $1,985,000 ($12.48 per limited partnership unit) of which
approximately $1,826,000 ($11.52 per limited partnership unit) represented a
return of capital and approximately $159,000 ($.96 per limited partnership unit)
was from cash flow from operations. No distributions were paid during the three
months ended March 31, 1998. Future cash distributions will depend on the
levels of net cash generated from operations, timing of debt maturities,
property sales, refinancings, and the availability of cash reserves. The
Registrant's distribution policy is reviewed on a quarterly 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.
Potential Tender Offer
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner. AIMCO and its affiliates
currently own 35.976% of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnerships interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This Form 10-QSB
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, 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
March 31, 1999, had completed approximately 75% 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 July
31, 1999.
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.
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 the testing process is
expected to be completed by July 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
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 May 1999.
The Managing Agent has updated data transmission standards with two of the three
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 June 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 $2.8 million ($0.6 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 March 31, 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/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties III 1999 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,069
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,660
<DEPRECIATION> 10,206
<TOTAL-ASSETS> 6,179
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,200
0
0
<COMMON> 0
<OTHER-SE> 1,565
<TOTAL-LIABILITY-AND-EQUITY> 6,179
<SALES> 0
<TOTAL-REVENUES> 971
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 820
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 85
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151
<EPS-PRIMARY> .91<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
