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 June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-14187
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
(in thousands, except unit data)
June 30, December 31,
1999 1998
(unaudited) (Note)
Assets
Cash and cash equivalents $ 12,682 $ 14,189
Receivables and deposits 1,137 1,266
Restricted escrows 1,402 1,440
Other assets 705 753
Investment properties:
Land 9,423 11,428
Buildings and related personal property 46,255 48,210
55,678 59,638
Less accumulated depreciation (17,382) (16,507)
38,296 43,131
$ 54,222 $ 60,779
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 256 $ 161
Due to general partner 209 465
Tenant security deposit liabilities 326 435
Accrued property taxes 287 254
Other liabilities 438 411
Mortgage notes payable 27,925 27,925
29,441 29,651
Partners' Capital (Deficit)
General partner's (593) (530)
Limited partners' (383,033 units outstanding) 25,374 31,658
24,781 31,128
$ 54,222 $ 60,779
Note: The balance sheet at December 31, 1998 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,
1999 1998 1999 1998
Revenues:
Rental income $3,293 $3,585 $6,684 $7,156
Other income 245 324 501 584
Gain on sale of investment
property 2,300 -- 2,300 --
Total revenues 5,838 3,909 9,485 7,740
Expenses:
Operating 1,272 1,445 2,726 2,993
General and administrative 178 162 323 322
Depreciation 727 711 1,429 1,414
Interest 524 579 1,048 1,158
Property taxes 212 191 406 407
Total expenses 2,913 3,088 5,932 6,294
Net income $2,925 $ 821 $3,553 $1,446
Net income allocated
to general partner (1%) $ 29 $ 8 $ 36 $ 14
Net income allocated
to limited partners (99%) 2,896 813 3,517 1,432
$2,925 $ 821 $3,553 $1,446
Net income per limited
partnership unit $ 7.56 $ 2.12 $ 9.18 $ 3.74
Distributions per limited
partnership unit $ -- $ -- $25.59 $ --
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, 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
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 six months
ended June 30, 1999 -- $ 36 $ 3,517 $ 3,553
Partners' (deficit) capital at
June 30, 1999 383,033 $ (593) $ 25,374 $ 24,781
See Accompanying Notes to Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 3,553 $ 1,446
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,429 1,414
Amortization of lease commissions and
loan costs 68 77
Gain on sale of investment property (2,300) --
Change in accounts:
Receivables and deposits 129 (4)
Other assets 15 50
Accounts payable 95 14
Due to affiliate (256) --
Tenant security deposit liabilities (109) 3
Accrued property taxes 33 27
Other liabilities 27 (5)
Net cash provided by operating activities 2,684 3,022
Cash flows from investing activities:
Property improvements and replacements (902) (746)
Net receipts from restricted escrows 38 440
Proceeds from sale of investment property 6,573 --
Proceeds from sale of investment -- 100
Net cash provided by (used in)
investing activities 5,709 (206)
Cash flows used in financing activities:
Distribution to partners (9,900) --
Net (decrease) increase in cash and cash equivalents (1,507) 2,816
Cash and cash equivalents at beginning of period 14,189 5,054
Cash and cash equivalents at end of period $12,682 $ 7,870
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,003 $ 1,098
See Accompanying Notes to Financial Statements
e)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
NOTES TO FINANCIAL STATEMETNS
(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 and six month periods ended June 30, 1999, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1999. For further information, refer to the financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. ("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 six month periods ending
June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $315 $384
Reimbursements for services of affiliates (included in
investment properties, general and administrative
expenses, and operating expenses) 166 199
Real estate brokerage commissions (included in gain on
sale of investment property) 209 --
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all the Partnership's
residential properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $315,000 and
$336,000 for management fees for the six months ended June 30, 1999 and 1998,
respectively. For the six months ended June 30, 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 $48,000 for the
six months ended June 30, 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 to approximately $166,000 and $199,000 for the
six month periods ended June 30, 1999 and 1998, respectively. Included in these
expenses for the six months ended June 30, 1999 and 1998, is approximately
$9,000 and $22,000, respectively, in reimbursements for construction oversight
costs.
Additionally, the Partnership paid approximately $25,000 during the six months
ended June 30, 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.
For acting as real estate broker in connection with the sale of South City
Business Center, the General Partner earned a real estate commission of
approximately $209,000 during the six months ended June 30, 1999. (See "Note G"
for additional information about the sale.) For acting as real estate broker in
connection with the sale of City Heights in November 1998, the General Partner
earned a real estate commission of approximately $465,000. The commission was
accrued at December 31, 1998, and was paid during the first quarter of 1999.
During the first quarter of 1998, an affiliate of the General Partner acquired
an additional 47,865.5 units (approximately 12.50% of the total outstanding
units) in the Partnership as a result of a tender offer commenced in December
1997.
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 116,252.03 (approximately
30.35% of the total outstanding units) units of limited partnership interest in
the Partnership for a purchase price of $134 per unit. The offer expired on
July 30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 12,819.90
units. As a result, AIMCO and its affiliates currently own 138,774.40 units of
limited partnership interest in the Partnership representing approximately
36.23% of the total outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO.
NOTE D - 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 $12.7 million were greater
than the reserve requirement of approximately $3.1 million at June 30, 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 six months
ended June 30, 1999. The Partnership did not make any distributions to its
partners during the six months ended June 30, 1998. Subsequent to June 30,
1999, a distribution from operations of approximately $1,520,000 was approved by
the General Partner.
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 June 30, 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 - SALE OF REAL ESTATE
In June 1999, South City Business Center, located in Chula Vista, California,
was sold to an unaffiliated party for $6,962,000. After payment of closing
expenses, the net sales proceeds received by the Partnership were approximately
$6,573,000. For financial statement purposes, the sale resulted in a gain of
approximately $2,300,000. The sale transaction is summarized as follows
(amounts in thousands):
Net sales price, net of selling costs $ 6,573
Net real estate (1) (4,212)
Net other assets (61)
Gain on sale of real estate 2,300
(1) Real estate at cost, net of accumulated depreciation of approximately
$468,000.
The following unaudited proforma information reflects the operations of the
Partnership for the six months ended June 30, 1999, as if South City Business
Center and City Heights, which sold in November 1998, had been sold January 1,
1998.
1999 1998
(in thousands, except per unit data)
Revenues $6,656 $6,643
Net income 1,144 1,152
Income per limited partnership unit 2.96 3.01
NOTE H - 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 a business park located in Florida. This property leases space to a
variety of businesses at terms ranging from month to month to five 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 six months ended June 30, 1999 and 1998 is shown in
the tables below. The "Other" column includes Partnership administration
related items and income and expense not allocated to the reportable segments
(in thousands).
1999
Residential Commercial Other Totals
Rental income $ 5,946 $ 738 $ -- $ 6,684
Other income 331 47 123 501
Interest expense 1,048 -- -- 1,048
Depreciation 1,276 153 -- 1,429
General and administrative expenses -- -- 323 323
Gain on sale of investment property -- 2,300 -- 2,300
Segment profit (loss) 1,288 2,465 (200) 3,553
Total assets 27,952 2,442 23,828 54,222
Capital expenditures for investment
properties 826 76 -- 902
1998
Residential Commercial Other Totals
Rental income $ 6,350 $ 806 $ -- $ 7,156
Other income 369 36 179 584
Interest expense 1,158 -- -- 1,158
Depreciation 1,267 147 -- 1,414
General and administrative expenses -- -- 322 322
Segment profit (loss) 1,358 231 (143) 1,446
Total assets 31,267 6,782 20,522 58,571
Capital expenditures for investment
properties 608 138 -- 746
NOTE I - 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.
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 costs associated with
the settlement are included in total expenses for the six months ended June 30,
1999, and did not 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
one commercial property. The following table sets forth the average occupancy
of the properties for each of the six month periods ended June 30, 1999 and
1998:
Average Occupancy
Property 1999 1998
Cedar Rim 92% 97%
New Castle, Washington
Corporate Center 82% 98%
Tampa, Florida
Hidden Cove by the Lake 87% 92%
Belleville, Michigan
Lamplighter Park 95% 96%
Bellevue, Washington
Park Capitol 97% 91%
Salt Lake City, Utah
Sandpiper I and II 94% 95%
St. Petersburg, Florida
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 layoffs at a major employer in
the area and increased home purchases due to low interest rates. The decrease
in occupancy at Corporate Center is due to a major tenant moving out during the
six months ended June 30, 1999. Management is attempting to locate a new tenant
for this space. The decrease in occupancy at Hidden Cove by the Lake is due to
an ice storm that damaged 52 units during January of 1999. The property was
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 through increased marketing efforts.
Results of Operations
The Partnership had net income of approximately $3,553,000 for the six months
ended June 30, 1999, compared to approximately $1,446,000 for the six months
ended June 30, 1998. The Partnership had net income of approximately $2,925,000
for the three months ended June 30, 1999, compared to approximately $821,000 for
the three months ended June 30, 1998. The increase in net income is primarily
attributable to an increase in total revenues resulting from the gain on sale of
South City Business Center in June 1999 as discussed below.
Excluding the gain on sale of South City Business Center, net income decreased
approximately $193,000 for the six months ended June 30, 1999, and approximately
$196,000 for the three months ended June 30, 1999. The decrease in net income is
primarily attributable to a decrease in total revenues which is partially offset
by a decrease in total expenses due to the sale of City Heights Apartments in
November 1998, as discussed below.
Excluding the operations of City Heights Apartments and the gain on sale of
South City Business Center, the total remaining expenses increased approximately
$46,000 partially offset by an increase in the total remaining revenues of
approximately $10,000 during the six months ended June 30, 1999 as compared to
the six months ended June 30, 1998. The increase in total expenses is primarily
due to an increase in depreciation expense and tax expense which was partially
offset by a decrease in operating expense. Depreciation expense increased due to
capital improvements completed during 1998 that are now being depreciated. Tax
expense increased primarily due to a refund received during 1998 at Cedar Rim
of taxes paid in prior years, and an increase in assessed value at
Tamarac Village and Cedar Rim. Operating expense decreased primarily due to
reduced maintenance expenses at Tamarac Village, Williamsburg Manor, South City,
and Hidden Cove by the Lake during 1999. In addition, property insurance
expense decreased at all the Partnership's properties due to a change in
carriers during 1999.
The increase in total revenues is primarily due to an increase in rental income
partially offset by a decrease in other 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, and Lamplighter Park. Additional reductions to
rental income were increased concession costs primarily at Williamsburg Manor
and Sandpiper I and II and increased bad debt expense at Corporate Center.
Other income decreased due to a nonrefundable deposit received during 1998 for a
property sale that did not go through and due to lower cash balances in interest
bearing accounts.
General and administrative expenses remained relatively constant over the
comparable periods. Included in general and administrative expenses at June 30,
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.
In June 1999, South City Business Center, located in Chula Vista, California,
was sold to an unaffiliated party for $6,962,000. After payment of closing
expenses, the net sales proceeds received by the Partnership were approximately
$6,573,000. For financial statement purposes, the sale resulted in a gain of
approximately $2,300,000.
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 June 30, 1999, the Partnership held cash and cash equivalents of
approximately $12,682,000 compared to approximately $7,870,000 at June 30, 1998.
The decrease in cash and cash equivalents for the six months ended June 30,
1999, from the Partnership's year ended December 31, 1998, was approximately
$1,507,000. This decrease is due to approximately $9,900,000 of cash used in
financing activities, which was partially offset by approximately $2,684,000 of
cash provided by operating activities and approximately $5,709,000 of cash
provided by investing activities. Cash used in financing activities consisted
of a distribution to the partners. Cash provided by investing activities
consisted primarily of proceeds from the sale of South City Business Center, and
to a lesser extent, net receipts from restricted escrows, partially offset by
property improvements and replacements. The Partnership invests its working
capital reserves in money market accounts.
Corporate Center, located in Tampa, Florida, is under contract for sale. The
sale, which is subject to the purchaser's due diligence and other customary
conditions, is expected to close during the third quarter of 1999. However,
there can be no assurance that the sale will be consummated.
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 six months ended June 30, 1999, the Partnership completed
approximately $61,000 of capital improvements at the property, consisting
primarily of carpet and vinyl replacements, appliances, and building structural
improvement. These improvements were funded from the property's 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 $152,000 of capital improvements over
the next few years. Capital improvements budgeted for, but not limited to,
approximately $115,000 are planned for 1999, which include certain of the
required improvements, and consist of kitchen cabinet and countertop
replacements, parking lot repairs and other building upgrades.
Corporate Center
During the six months ended June 30, 1999, the Partnership completed
approximately $31,000 of capital improvements at the property, consisting
primarily of air conditioning units and tenant improvements. 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 $28,000 of capital improvements over
the next few years. Capital improvements budgeted for, but not limited to,
approximately $91,000 are planned for 1999, which include certain of the
required improvements, and consist of tenant improvements, roof replacement and
heating and air conditioning units.
Hidden Cove
During the six months ended June 30, 1999, the Partnership spent approximately
$325,000 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. In addition, spending included carpet and vinyl
replacement, appliances, and air conditioning units. 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 next
few years. Capital improvements budgeted for, but not limited to, approximately
$228,000 are planned for 1999, which include certain of the required
improvements, and consist of building structural improvements, carpet, kitchen
cabinets, landscaping and appliances.
Lamplighter Park
During the six months ended June 30, 1999, the Partnership spent approximately
$49,000 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 next few years. Capital improvements budgeted for, but
not limited to, approximately $140,000 are planned for 1999, which include
certain of the required improvements, and consist of carpet replacement,
landscaping, pool repairs and other building improvements.
Park Capital
During the six months ended June 30, 1999, the Partnership spent approximately
$68,000 on capital improvements consisting primarily of carpet and vinyl
replacement and plumbing improvements. 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 $165,000 of capital
improvements over the next few years. Capital improvements budgeted for, but
not limited to, approximately $112,000 are planned for 1999, which include
certain of the required improvements, and consist of carpet replacement and
structural improvements.
Tamarac Village
During the six months ended June 30, 1999, the Partnership spent approximately
$212,000 on capital improvements consisting primarily of parking lot repairs,
roof replacement, landscaping, carpet and vinyl replacement, outside lighting,
pool repairs, and building structural improvements. These expenditures 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 $471,000 of capital
improvements over the next few years. Capital improvements budgeted for, but
not limited to, approximately $351,000 are planned for 1999, which include
certain of the required improvements, and consist of carpet replacement, outside
lighting, parking lot repairs, pool repairs, appliances, roof replacement and
other structural improvements.
Williamsburg Manor
During the six months ended June 30, 1999, the Partnership spent approximately
$42,000 on capital improvements consisting primarily of carpet and vinyl
replacement and countertop 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 next few years. Capital improvements budgeted for, but not limited to,
approximately $134,000 are planned for 1999, which include certain of the
required improvements, and consist of carpet and vinyl replacement, landscaping,
outside lighting, parking lot repairs and pool repairs.
Sandpiper I and II
During the six months ended June 30, 1999, the Partnership spent approximately
$69,000 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 next few years. Capital improvements
budgeted for, but not limited to, $579,000 are planned for 1999, which include
certain of the required improvements, and consist of carpet and vinyl
replacement, kitchen cabinets and countertops, landscaping, parking lot repairs,
pool repairs, roof replacement and other structural upgrades.
South City Business Center
Prior to the sale of South City Business Center, the Partnership spent
approximately $45,000 on capital improvements during the six months ended June
30, 1999, consisting primarily of tenant improvements.
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 $12.7 million at June 30,
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 the properties cannot be
refinanced or sold for a sufficient amount, the Registrant may risk losing such
properties through foreclosure.
During the six months ended June 30, 1999, the Partnership made a distribution
in the amount of approximately $4,113,000 (approximately $4,072,000 to the
limited partners or $10.63 per limited partnership unit) from operations and
approximately $5,787,000 (approximately $5,729,000 to the limited partners or
$14.96 per limited partnership unit) of sales proceeds from City Heights. The
Partnership did not make any distributions to its partners during the six months
ended June 30, 1998. Subsequent to June 30, 1999, a distribution from
operations of approximately $1,520,000 (approximately $1,505,000 to the limited
partners or $3.93 per limited partnership unit) was approved. 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.
Tender Offer
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 116,252.03(approximately
30.35% of the total outstanding units) units of limited partnership interest in
the Partnership for a purchase price of $134 per unit. The offer expired on
July 30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 12,819.90
units. As a result, AIMCO and its affiliates currently own 138,774.40 units of
limited partnership interest in the Partnership representing approximately
36.23% of the total outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 June 30, 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.
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 costs associated with
the settlement are included in total expenses for the six months ended June 30,
1999, and did not 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 June 30, 1999.
SIGNATURES
Pursuant to the requirements of the Exchange Act, 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:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consoldiated
Capital Institutional Properties/3 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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 12,682
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 55,678
<DEPRECIATION> 17,382
<TOTAL-ASSETS> 54,222
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,925
0
0
<COMMON> 0
<OTHER-SE> 24,781
<TOTAL-LIABILITY-AND-EQUITY> 54,222
<SALES> 0
<TOTAL-REVENUES> 9,485
<CGS> 0
<TOTAL-COSTS> 5,932
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,048
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,553
<EPS-BASIC> 9.18<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
