FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
U.S. 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 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 0-14187
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.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (zip code)
(864) 239-1000
(Registrant's telephone number)
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 SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1999
March 31, December 31,
1999 1998
(unaudited) (Note)
Assets
Cash and cash equivalents $ 4,961 $ 14,189
Receivables and deposits 1,171 1,266
Restricted escrows 1,355 1,440
Other assets 788 753
Investment properties:
Land 11,428 11,428
Buildings and related personal property 48,581 48,210
60,009 59,638
Less accumulated depreciation (17,177) (16,507)
42,832 43,161
$ 51,107 $ 60,779
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 200 $ 161
Tenant security deposit liabilities 421 435
Accrued property taxes 248 254
Other liabilities 457 876
Mortgage notes payable 27,925 27,925
29,251 29,651
Partners' Capital (Deficit)
General partner's (623) (530)
Limited partners' (383,033 units outstanding) 22,479 31,658
21,856 31 128
$ 51,107 $ 60,779
See Accompanying Notes to Consolidated Financial Statements
b)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1999 1998
Revenues:
Rental income $ 3,391 $ 3,571
Other income 256 260
Total revenues 3,647 3,831
Expenses:
Operating 1,454 1,548
General and administrative 145 160
Depreciation 702 703
Interest 524 579
Property taxes 194 216
Total expenses 3,019 3,206
Net income $ 628 $ 625
Net income allocated to general partner (1%) $ 6 $ 6
Net income allocated to limited partners (99%) 622 619
$ 628 $ 625
Net income per limited partnership unit $ 1.62 $ 1.62
Distribution per limited partnership unit $ 25.59 $ --
See Accompanying Notes to Consolidated Financial Statements
c)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENT 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, 1997 383,033 $ (589) $ 25,814 $ 25,225
Net income for the three months
ended March 31, 1998 -- $ 6 $ 619 $ 625
Partners' (deficit) capital at
March 31, 1998 383,033 $ (583) $ 26,433 $ 25,850
Partners' (deficit) capital at
December 31, 1998 383,033 $ (530) $ 31,658 $ 31,128
Distribution to partners -- (99) (9,801) (9,900)
Net income for the three months
ended March 31, 1999 -- $ 6 $ 622 $ 628
Partners' (deficit) capital at
March 31, 1999 383,033 $ (623) $ 22,479 $ 21,856
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net income $ 628 $ 625
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 702 703
Amortization of lease commissions and
loan costs 32 39
Loss on disposal of property 40 58
Change in accounts:
Receivables and deposits 95 23
Other assets (67) 20
Accounts payable 39 7
Tenant security deposit liabilities (14) 4
Accrued property taxes (6) 18
Other liabilities (419) (48)
Net cash provided by operating activities 1,030 1,449
Cash flows from investing activities:
Property improvements and replacements (443) (297)
Net withdrawals from restricted escrows 85 385
Net cash (used in) provided by
investing activities (358) 88
Cash flows used in financing activities:
Distribution to partners (9,900) --
Net (decrease) increase in cash and cash equivalents (9,228) 1,537
Cash and cash equivalents at beginning of period 14,189 5,054
Cash and cash equivalents at end of period $ 4,961 $ 6,591
Supplemental disclosure of cash flow information:
Cash paid for interest $ 501 $ 549
See Accompanying Notes to Consolidated Financial Statements
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" or "Registrant") 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 months 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 financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-K for the fiscal year ended December
31, 1998.
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. ("Insignia") and Insignia
Properties Trust merged into Apartment Investment and Management Company, a
publicly traded real estate investment trust ("AIMCO"), 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 - 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 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
the General Partner and affiliates during each of the three month periods ending
March 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $156 $191
Reimbursements for services of affiliates (included in
investment properties, general and administrative
expenses, and operating expenses) (1) 93 103
(1) Included in "reimbursements for services of affiliates" for the three
months ended March 31, 1999 and 1998 is approximately $7,000 and $13,000,
respectively, in reimbursements for construction oversight costs.
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 the Partnership's
residential properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $156,000 and
$169,000 for management fees for the three months ended March 31, 1999 and 1998,
respectively. For the three months ended March 31, 1998, affiliates of the
General Partner were entitled to receive varying percentages of gross receipts
from all of the Partnership's commercial properties for providing property
management services. The Partnership paid to such affiliates approximately
$22,000 for the three months ended March 31, 1998. Effective October 1, 1998
(the effective date of the Insignia Merger (See "Note B")) these services for
the commercial properties were provided by an unrelated party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting approximately $93,000 and $103,000 for the
three months periods ended March 31, 1999 and 1998, respectively.
Additionally, the Partnership paid approximately $11,000 during the three months
ended March 31, 1998 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.
During the first quarter of 1998, an affiliate of the General Partner acquired
an additional 47,865.5 units in the Partnership as a result of a tender offer
commenced in December 1997.
NOTE D - 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. In the event expenditures are made
from this reserve, operating revenue shall be allocated to such reserve to the
extent necessary to maintain the foregoing level. Reserves, including cash and
securities available for sale, totaling approximately $5 million were greater
than the reserve requirement of approximately $3.1 million at March 31, 1999.
NOTE E - DISTRIBUTIONS
The Partnership distributed cash generated from operations of approximately
$4,113,000 and approximately $5,787,000 from surplus funds for the three months
ended March 31, 1999. The Partnership did not make any distributions to its
partners during the three months ended March 31, 1998.
NOTE F - CASUALTY EVENTS
In June 1998, a fire occurred at Hidden Cove by the Lake Apartments, which
caused major damage to three units in one building of the complex, and as a
result, the building and its related accumulated depreciation were written off.
The restoration was completed early in 1999. No loss was recognized related to
the fire as the casualty is covered by insurance and the proceeds are expected
to equal or exceed the net book value of the destroyed units. An ice storm
occurred at Hidden Cove by the Lake Apartments in January, 1999 which damaged 52
units. As of March 31, 1999, the losses and expenditures associated with this
casualty have been offset by insurance proceeds. The financial impact may
change in future months depending on final negotiations with the insurance
company.
NOTE G - SEGMENT REPORTING
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of seven apartment complexes in Colorado, Florida, Michigan, North Carolina,
Utah and Washington. The Partnership rents apartment units to tenants for terms
that are typically twelve months or less. The commercial property segment
consists of two business parks located in Florida and California. These
properties lease space to a variety of businesses at terms ranging from month to
month to ten years.
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those of the Partnership as
described in the Partnership's annual report on Form 10-K 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
1999
Residential Commercial Other Totals
Rental income $ 2,965 $ 426 $ -- $ 3,391
Other income 157 15 84 256
Interest expense 524 -- -- 524
Depreciation 626 76 -- 702
General and administrative expenses -- -- 145 145
Segment profit (loss) 572 117 (61) 628
Total assets 27,354 6,837 16,916 51,107
Capital expenditures for investment
properties 412 31 -- 443
1998
Residential Commercial Other Totals
Rental income $ 3,170 $ 401 $ -- $ 3,571
Other income 171 16 73 260
Interest expense 579 -- -- 579
Depreciation 631 72 -- 703
General and administrative expenses -- -- 160 160
Segment profit (loss) 598 114 (87) 625
Total assets 31,991 6,887 18,814 57,692
Capital expenditures for investment
properties 261 36 -- 297
NOTE H - 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
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 had 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.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
is not expected to have a material effect on the Partnership's overall
operations.
In March 1998, a limited partner of the Partnership commenced an action entitled
Bond Purchase LLC. v. Concap Equities, Inc. c/o Consolidated Capital
Institutional Properties, III. The complaint claims that the General Partner
had breached certain contractual and fiduciary duties allegedly owed to the
claimant. This case was settled on April 9, 1999. The Partnership is
responsible for a portion of the settlement costs. The expense is not expected
to have a material effect on 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-Q 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-Q 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 seven apartment complexes and
two commercial properties. The following table sets forth the average occupancy
of the properties for each of the three month periods ended March 31, 1999 and
1998:
Average Occupancy
Property 1999 1998
Cedar Rim 91% 98%
New Castle, Washington
Corporate Center 82% 97%
Tampa, Florida
Hidden Cove by the Lake 88% 92%
Belleville, Michigan
Lamplighter Park 95% 96%
Bellevue, Washington
Park Capitol 97% 92%
Salt Lake City, Utah
Sandpiper I and II 94% 96%
St. Petersburg, Florida
South City Business Center 90% 93%
Chula Vista, California
Tamarac Village I, II, III, IV 97% 96%
Denver, Colorado
Williamsburg Manor 97% 97%
Cary, North Carolina
The decrease in occupancy at Cedar Rim is due to competition in the area
offering rent specials. The decrease in occupancy at Corporate Center is due to
two major tenants moving out during the three months ended March 31, 1999.
Management is attempting to locate new tenants for this space. The decrease in
occupancy at Hidden Cove by the Lake is due to an ice storm that damaged 52
units. They were unable to move anyone into the damaged units for two months.
The increase in occupancy at Park Capitol is due to the staff's concerted effort
to improve the property and increase occupancy. The decrease in occupancy at
South City Business Center is due to several tenants moving out during the three
months ended March 31, 1999. Several of these spaces have since been leased to
new tenants.
Results of Operations
The Partnership had net income of approximately $628,000 for the three months
ended March 31, 1999, compared to approximately $625,000 for the three months
ended March 31, 1998. The increase in net income is primarily attributable to a
decrease in total expenses, which was partially offset by a decrease in total
revenues due to the sale of City Heights Apartments in November 1998, as
discussed below. Excluding the operations of City Heights Apartments, total
revenues increased approximately $90,000 and total expenses increased
approximately $18,000. The increase in total revenues is primarily due to an
increase in rental income. Rental income increased due to increased average
rental rates at most of the Partnership's properties which was partially offset
by decreased occupancy at Cedar Rim, Sandpiper I & II, Corporate Center, Hidden
Cove, Lamplighter Park and South City. The increase in total expenses is
primarily due to an increase in depreciation expense which was partially offset
by decreases in operating expenses and general and administrative expenses.
Depreciation expense increased due to capital improvements completed during 1998
that are now being depreciated. Operating expenses decreased primarily due to
reduced maintenance expenses at Tamarac Village during 1999. General and
administrative expenses decreased due to reduced professional fees associated
with managing the Partnership, and reduced printing and mailing costs related to
correspondence with the limited partners. Included in general and administrative
expenses at March 31, 1999 and 1998 are reimbursements to the General Partner
allowed under the Partnership Agreement associated with its management of the
Partnership. 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.
In November 1998, City Heights Apartments, located in Seattle, Washington, was
sold to an unaffiliated party for $9,300,000. After payoff of the debt and
payment of closing expenses, the net sales proceeds received by the Partnership
was approximately $5,787,000. The proceeds were distributed to the partners in
January 1999. For financial statement purposes, the sale resulted in a gain of
approximately $5,482,000. The Partnership also recorded an extraordinary loss on
early extinguishment of debt of approximately $325,000 as the result of payment
of prepayment penalties and the write-off of the remaining unamortized loan
costs.
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
At March 31, 1999, the Partnership held cash and cash equivalents of
approximately $4,961,000 compared to approximately $6,591,000 at March 31, 1998.
The decrease in cash and cash equivalents for the three months ended March 31,
1999 from the Partnership's year ended December 31, 1998 was approximately
$9,228,000. This decrease is due to approximately $358,000 of cash used in
investing activities and approximately $9,900,000 of cash used in financing
activities, which was partially offset by approximately $1,030,000 of cash
provided by operating activities. Cash used in investing activities consisted
of property improvements and replacements offset by withdrawals from escrow
accounts maintained by the mortgage lender. Cash used in financing activities
consisted of a distribution to the partners. The Partnership invests its
working capital reserves in money market accounts.
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.
Cedar Rim
During the three months ended March 31, 1999, the Partnership completed
approximately $12,000 of capital improvements at the property, consisting
primarily of carpet and vinyl replacements and appliances. These improvements
were funded primarily from the property's replacement reserves. Based on a
report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the General Partner on interior
improvements, it is estimated that the property requires approximately $152,000
of capital improvements over the near term. Capital improvements budgeted for,
but not limited to, approximately $115,000 are planned for 1999, consisting of
kitchen cabinet and countertop replacements, parking lot repairs and other
building upgrades.
Corporate Center
During the three months ended March 31, 1999, the Partnership did not complete
any capital improvements. 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 $28,000 of capital improvements over the near term.
Capital improvements budgeted for, but not limited to, approximately $91,000 are
planned for 1999, consisting of tenant improvements, roof replacement and
heating and air conditioning units.
Hidden Cove
During the three months ended March 31, 1999, the Partnership spent
approximately $230,000 on capital improvements, consisting primarily of building
structural improvements. These improvements were primarily associated with an
unbudgeted casualty event. It is anticipated that most of these expenditures
will be covered by insurance. These improvements were funded from operating cash
flow. 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 $164,000 of capital improvements over the near term. Capital
improvements budgeted for, but not limited to, approximately $228,000 are
planned for 1999, consisting of building structural improvements, carpet,
kitchen cabinets, landscaping and appliances.
Lamplighter Park
During the three months ended March 31, 1999, the Partnership spent
approximately $37,000 on capital improvements, consisting primarily of heating
improvements, plumbing repairs and carpet and vinyl replacement. These
improvements were funded from replacement reserves and operating cash flow.
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
$200,000 of capital improvements over the near term. Capital improvements
budgeted for, but not limited to, approximately $140,000 are planned for 1999,
consisting of carpet replacement, landscaping, pool repairs and other building
improvements.
Park Capital
During the three months ended March 31, 1999, the Partnership spent
approximately $12,000 on capital improvements consisting primarily of carpet and
vinyl replacement. These improvements were funded from replacement reserves.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$165,000 of capital improvements over the near term. Capital improvements
budgeted for, but not limited to, approximately $112,000 are planned for 1999,
consisting of carpet replacement and structural improvements.
Tamarac Village
During the three months ended March 31, 1999, the Partnership spent
approximately $72,000 on capital improvements consisting primarily of air
conditioning units, roof replacement, and carpet and vinyl replacement. These
expenditures were funded from replacement reserves. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $471,000 of capital
improvements over the near term. Capital improvements budgeted for, but not
limited to, approximately $351,000 are planned for 1999, consisting of carpet
replacement, outside lighting, parking lot repairs, pool repairs, appliances,
roof replacement and other structural improvements.
Williamsburg Manor
During the three months ended March 31, 1999, the Partnership spent
approximately $20,000 on capital improvements consisting primarily of carpet and
vinyl replacement. These improvements were funded from the replacement reserve
and operating cash flow. 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 $205,000 of capital improvements over the near term.
Capital improvements budgeted for, but not limited to, approximately $134,000
are planned for 1999, including carpet replacement, landscaping, outside
lighting, parking lot repairs and pool repairs.
Sandpiper I and II
During the three months ended March 31, 1999, the Partnership spent
approximately $29,000 on capital improvements consisting primarily of carpet and
vinyl replacement, kitchen cabinet and countertop replacement, air conditioning
units and appliances. These improvements were funded from operating cash flow.
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
$611,000 of capital improvements over the near term. Capital improvements
budgeted for, but not limited to, $579,000 are planned for 1999, consisting of
carpet and vinyl replacement, kitchen cabinets and countertops, landscaping,
parking lot repairs, pool repairs, roof replacement and other structural
upgrades.
South City
During the three months ended March 31, 1999, the Partnership spent
approximately $31,000 on capital improvements consisting of tenant improvements.
These expenditures were funded from operating cash flow. 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 $40,000 of capital
improvements over the near term. Capital improvements budgeted for, but not
limited to, approximately $100,000 are planned for 1999, consisting of tenant
improvements and entrances.
The additional 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.
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. In the event expenditures are made
from this reserve, operating revenue shall be allocated to such reserve to the
extent necessary to maintain the foregoing level. Reserves, including cash and
securities available for sale, totaling approximately $5 million at March 31,
1999, were greater than the reserve requirement of approximately $3.1 million.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $27,925,000 has maturity dates ranging from 2003
to 2005. The General Partner will attempt to refinance such indebtedness and/or
sell the properties prior to such maturity dates. If a property cannot be
refinanced or sold for a sufficient amount, the Registrant may risk losing such
property through foreclosure.
During the three months ended March 31, 1999, the Partnership made a
distribution in the amount of approximately $4,113,000 ($10.63 per limited
partnership unit) from operations and approximately $5,787,000 ($14.96 per
limited partnership unit) of sales proceeds from City Heights. The partnership
did not make any distributions to its partners during the three months ended
March 31, 1998. Future cash distributions will depend on the levels of cash
generated from operations, timing of debt maturities refinancings, property
sales and the availability of cash reserves as discussed above. The
Partnership's distribution policy is reviewed on a quarterly basis. There can
be no assurance, however, that the Partnership 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 32.627% 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 partnership 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-Q 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest
earned on the Partnership's cash and cash equivalents as well as interest paid
on its indebtedness. As a policy, the Partnership does not engage in speculative
or leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. Based on interest rates at March 31, 1999, a 1%
increase or decrease in market interest rates would not have a material impact
on the Partnership.
The following table summarizes the Partnership's debt obligations at December
31, 1998, the Partnership's latest year-end. The interest rates represent the
weighted-average rates. The fair value of the Partnership's debt approximates
its carrying amount as of December 31, 1998.
Principal amount by expected maturity:
Long Term Debt
Fixed Rate Debt Average Interest Rate
(in thousands)
1999 $ -- --
2000 -- --
2001 -- --
2002 -- --
2003 17,100 7.33%
Thereafter 10,825 6.95%
Total $27,925 7.18%
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
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 had 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.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on the Partnership's overall operations.
In March 1998, a limited partner of the Partnership commenced an action entitled
Bond Purchase LLC. v. Concap Equities, Inc. c/o Consolidated Capital
Institutional Properties, III. The complaint claims that the General Partner
had breached certain contractual and fiduciary duties allegedly owed to the
claimant. This case was settled on April 9, 1999. The Partnership is
responsible for a portion of the settlement costs. The expense is not expected
to have a material effect on 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
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/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: May 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Institutional Properties/3 1999 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,901
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 60,081
<DEPRECIATION> 17,209
<TOTAL-ASSETS> 51,147
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,925
0
0
<COMMON> 0
<OTHER-SE> 21,896
<TOTAL-LIABILITY-AND-EQUITY> 51,147
<SALES> 0
<TOTAL-REVENUES> 3,647
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 524
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 668
<EPS-PRIMARY> 1.73<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
