FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1998
or
[ ] 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 0-14187
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Exact name of registrant as specified in its charter)
California 94-2940208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(864) 239-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 INSTITUTIONAL PROPERTIES/3
BALANCE SHEETS
(in thousands, except unit data)
June 30, December 31,
1998 1997
Assets (Unaudited) (Note)
Cash and cash equivalents $ 7,870 $ 5,054
Receivables and deposits 964 960
Investments 5 105
Restricted escrows 1,701 2,141
Other assets 905 974
Investment properties:
Land 12,371 12,371
Building and related personal property 51,630 50,955
64,001 63,326
Less accumulated depreciation (16,875) (15,474)
47,126 47,852
$ 58,571 $ 57,086
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 186 $ 172
Tenant security deposit liabilities 463 460
Accrued property taxes 291 264
Other liabilities 435 440
Mortgage notes payable 30,525 30,525
31,900 31,861
Partners' Capital (Deficit)
General partner's (575) (589)
Limited partners' (383,033 units outstanding) 27,246 25,814
26,671 25,225
$ 58,571 $ 57,086
Note:The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements
See Accompanying Notes to Financial Statements
b)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1998 1997 1998 1997
Revenues:
Rental income $3,585 $3,416 $7,156 $6,753
Other income 324 329 584 719
Gain on casualty event -- (5) -- 16
Total revenues 3,909 3,740 7,740 7,488
Expenses:
Operating 1,445 1,589 2,993 3,158
General and administrative 162 140 322 261
Depreciation 711 703 1,414 1,394
Interest 579 579 1,158 1,158
Property taxes 191 211 407 443
Total expenses 3,088 3,222 6,294 6,414
Net income $ 821 $ 518 $1,446 $1,074
Net income allocated
to general partner (1%) $ 8 $ 5 $ 14 $ 11
Net income allocated
to limited partners (99%) 813 513 1,432 1,063
$ 821 $ 518 $1,446 $1,074
Net income per limited
partnership unit $ 2.12 $ 1.34 $ 3.74 $ 2.78
Distributions per limited
partnership unit $ -- $18.27 $ -- $18.27
See Accompanying Notes to Financial Statements
c)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 383,033 $ 1 $95,758 $95,759
Partners' (deficit) capital at
December 31, 1996 383,033 $ (443) $37,739 $37,296
Distributions to partners -- (8) (6,997) (7,005)
Net income for the six months
ended June 30, 1997 -- 11 1,063 1,074
Partners' (deficit) capital at
June 30, 1997 383,033 $ (440) $31,805 $31,365
Partners' (deficit) capital at
December 31, 1997 383,033 $ (589) $25,814 $25,225
Net income for the six months
ended June 30, 1998 -- 14 1,432 1,446
Partners' (deficit) capital at
June 30, 1998 383,033 $ (575) $27,246 $26,671
See Accompanying Notes to Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 1,446 $ 1,074
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,414 1,394
Amortization of lease commissions and
loan costs 77 71
Gain on casualty event -- (16)
Loss on disposal of property 58 41
Change in accounts:
Receivables and deposits (4) (26)
Other assets (8) (94)
Accounts payable 14 (379)
Tenant security deposit liabilities 3 22
Accrued property taxes 27 113
Other liabilities (5) (84)
Net cash provided by operating activities 3,022 2,116
Cash flows from investing activities:
Property improvements and replacements (746) (732)
Net receipts from restricted escrows 440 195
Proceeds from sale of investment 100 --
Dividends received -- 4
Net cash used in investing activities (206) (533)
Cash flows from financing activities:
Loan costs paid -- (2)
Distribution to partners -- (7,005)
Net cash used in financing activities -- (7,007)
Net increase (decrease) in cash and cash equivalents 2,816 (5,424)
Cash and cash equivalents at beginning of period 5,054 15,813
Cash and cash equivalents at end of period $ 7,870 $10,389
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,098 $ 1,098
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Casualty Event
At June 30, 1997, as a result of a fire at Hidden Cove by the Lake Apartments,
investment properties, receivables and deposits and accounts payable were
adjusted $26,000, $119,000 and $129,000, respectively, for non-cash activity.
e)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Consolidated Capital
Institutional Properties/3 (the "Partnership") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of ConCap Equities, Inc. (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-K for the fiscal year ended December
31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - RELATED PARTY TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The General Partner is wholly-owned by Insignia Properties Trust ("IPT"), which
is an affiliate of Insignia Financial Group, Inc. ("Insignia"). The Limited
Partnership Agreement ("Partnership Agreement") provides for payments to
affiliates for property management services based on a percentage of revenue.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. The following payments were paid to affiliates of the
General Partner during each of the six month periods ended June 30, 1998 and
1997 (in thousands):
1998 1997
Property management fees (included in operating expenses) $ 384 $ 361
Reimbursements for services of affiliates (included in
general and administrative expenses) 177 167
In addition, the Partnership paid approximately $22,000 and $18,000 during the
six month periods ended June 30, 1998 and 1997, respectively, to an affiliate of
the General Partner for construction oversight reimbursements related to capital
improvements and major repair projects. Construction oversight reimbursements
are included in operating expenses and investment properties. The Partnership
also paid approximately $25,000 and $23,000 during the six months ended June 30,
1998 and 1997, respectively, to an affiliate of the General Partner for lease
commissions at the Partnership's commercial properties. These lease commissions
are included in other assets and are amortized over the terms of the respective
leases.
From the period from January 1997 to August 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the General
Partner with an insurer unaffiliated with the General Partner. An affiliate of
the General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the master policy. The agent assumed the financial obligations
to the affiliate of the General Partner which received payments on these
obligations from the agent. The amount of the Partnership's insurance premiums
that accrued to the benefit of the affiliate of the General Partner by virtue of
the agent's obligations was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
During the first quarter of 1998, Insignia Properties, L.P. acquired an
additional 47,865.5 units in the Partnership as a result of a tender offer
commenced in December 1997. During July 1998, an Insignia affiliate (the
"Purchaser") commenced tender offers for limited partnership interests in five
real estate limited partnerships (including the Partnership) in which various
Insignia affiliates act as general partner. The Purchaser offered to purchase
up to 125,000 of the outstanding units of limited partnership interest in the
Partnership at $100 per Unit, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated July 30, 1998
(the "Offer to Purchase"). Because of the existing and potential future
conflicts of interest (described in the Partnership's Statements on Schedule
14D-9 filed with the Securities and Exchange Commission on July 30, 1998),
neither the Partnership nor the General Partner expressed any opinion as to the
Offer to Purchase and made no recommendation as to whether unit holders should
tender their units in response to the Offer to Purchase. In addition, because
of these conflicts of interest, the manner in which the Purchaser votes its
limited partner interest in the Partnership may not always be consistent with
the best interests of the other limited partners.
NOTE C - COMMITMENT
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined in the Partnership Agreement. Reserves, including cash and
securities available for sale totaling approximately $7.9 million were greater
than the reserve requirement of approximately $3.4 million at June 30, 1998.
NOTE D - DISTRIBUTIONS
The Partnership distributed cash generated from operations of approximately
$844,000 and approximately $6,161,000 from surplus funds for the six months
ended June 30, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Partnership's investment properties consist of eight apartment complexes and
two commercial properties. The following table sets forth the average occupancy
of the properties for each of the six month periods ended June 30, 1998 and
1997:
Average
Occupancy
Property 1998 1997
Cedar Rim 97% 94%
New Castle, Washington
City Heights 96% 95%
Seattle, Washington
Corporate Center 98% 97%
Tampa, Florida
Hidden Cove by the Lake 92% 92%
Belleville, Michigan
Lamplighter Park 96% 95%
Bellevue, Washington
Park Capitol 91% 98%
Salt Lake City, Utah
Sandpiper I and II 95% 95%
St. Petersburg, Florida
South City Business Center 92% 91%
Chula Vista, California
Tamarac Village I, II, III, IV 96% 94%
Denver, Colorado
Williamsburg Manor 97% 97%
Cary, North Carolina
The General Partner attributes the increase in occupancy at Cedar Rim to the
property's improved appearance resulting from the painting of all the buildings
during 1997 and improved market conditions. The decrease in occupancy at Park
Capitol is due to more limited access to the property resulting from road
construction as Salt Lake City prepares for the upcoming 2000 Winter Olympics.
The Partnership realized net income of approximately $1,446,000 for the six
months ended June 30, 1998, compared to approximately $1,074,000 for the six
months ended June 30, 1997. Net income for the three months ended June 30, 1998
was approximately $821,000 compared to $518,000 for the three months ended June
30, 1997. The increase in net income is primarily attributable to increased
rental income resulting from overall improved occupancy and increased rental
rates. This increase was partially offset by decreased interest income on lower
average cash balances in 1998. Cash balances declined as a result of
distributions paid to the partners in 1997. Also partially offsetting the
increase in rental revenue for the six month period was a casualty gain of
$16,000 relating to fire damage at Hidden Cove by the Lake Apartments that was
recorded in 1997. The fire damaged ten units in one building at the complex.
The units affected were primarily smoke and water damaged, and the restoration
was completed in the second quarter of 1997.
Total expenses decreased for the three and six month periods ended June 30, 1998
compared to the corresponding periods in 1997 primarily due to a reduction in
major repairs and maintenance. Included in operating expense for the six months
ended June 30, 1998 was $88,000 in major repairs and maintenance compared to
$236,000 in 1997. The major repairs and maintenance for 1998 included exterior
building repairs, exterior painting, and landscaping. The 1997 major repairs
and maintenance were comprised primarily of exterior renovations, exterior
painting, landscaping, and swimming pool repairs. This decrease was partially
offset by an increase in general and administrative expenses due to increased
printing and mailing costs related to correspondence with the limited partners.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At June 30, 1998, the Partnership held cash and cash equivalents of
approximately $7,870,000 compared to approximately $10,389,000 at June 30, 1997.
The net increase in cash and cash equivalents for the six months ended June 30,
1998 was $2,816,000 compared to a net decrease of $5,424,000 for the six months
ended June 30, 1997. Net cash provided by operating activities increased
primarily due to decreased cash used for accounts payable due to the timing of
payments and to increased rental revenue, as discussed above. Net cash used in
investing activities decreased primarily due to increased receipts from
restricted escrows in 1998. In addition, a long term investment matured in May
of 1998, yielding proceeds of $100,000. Net cash used in financing activities
decreased due to distributions paid to partners during the six months ended June
30, 1997.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The notes payable of $30,525,000 have maturity dates ranging from 2003 to 2005,
at which time the individual properties will be refinanced or sold. The
mortgage notes payable are nonrecourse and are secured by pledges of the
respective properties. All notes require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.
Distributions of $7,005,000 were made to the partners during the six months
ended June 30, 1997. Future cash distributions will depend on the levels of net
cash generated from operations, property sales, refinancings, and the
availability of cash reserves. Currently, the General Partner anticipates that
a distribution of cash flow from operations will be made in the third quarter of
1998.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in Superior Court of the State of California for
the County of San Mateo. The Plaintiffs named as defendants, among others, the
Partnership, the General Partner and several of their affiliated partnerships
and corporate entities. The complaint purports to assert claims on behalf of a
class of limited partners and derivatively on behalf of a number of limited
partnerships (including the Partnership) which are named as nominal defendants,
challenging the acquisition by Insignia and its affiliates of interests in
certain general partner entities, past tender offers by Insignia affiliates to
acquire limited partnership units, the management of partnerships by Insignia
affiliates, as well as a recently announced agreement between Insignia and
AIMCO. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. The General Partner believes the
action to be without merit, and intends to vigorously defend it. On June 24,
1998, the General Partner filed a motion seeking dismissal of the action.
In March 1998, a limited partner of the Partnership commenced an arbitration
proceeding against the General Partner claiming that the General Partner had
breached certain contractual and fiduciary duties allegedly owed to the
claimant. The General Partner believes the claims to be without merit and
intends to vigorously defend the claims.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition or operations of the
partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 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, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSOLIDATED CAPITAL INSTITUTIONAL
PROPERTIES/3
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: August 7, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Consolidated Capital Institutional Properties/3 1998 Second Quarter 10-Q
and is qualified in its entirety by reference to such 10-Q filing.
</LEGEND>
<CIK> 0000768890
<NAME> CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 7,870
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 64,001
<DEPRECIATION> 16,875
<TOTAL-ASSETS> 58,571
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,525
0
0
<COMMON> 0
<OTHER-SE> 26,671
<TOTAL-LIABILITY-AND-EQUITY> 58,571
<SALES> 0
<TOTAL-REVENUES> 7,740
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,294
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,158
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,446
<EPS-PRIMARY> 3.74<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
