AMRECORP REALTY FUND III
10-Q, 1998-04-22
REAL ESTATE
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             SECURITIES AND EXCHANGE COMMISSION

                    Washington, DC  20549

                          FORM 10-Q
                              
         Quarterly Report Under Section 13 or 15(d)
         of the Securities Exchange Act of 1934
                              
 For Quarter Ended March 31, 1998   Commission file number 33-00152

                  AMRECORP REALTY FUND III

   (Exact name of registrant as specified in its charter)

              TEXAS                     75-2045888
 (State or other jurisdiction of      (IRS Employer
  incorporation or organization       Identification
                                         Number)

                6210 Campbell Road Suite 140
                    Dallas, Texas  75248

          (Address of principal executive offices)


Registrant's telephone number, including area code:  (972)
380-8000.


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:  Y        No:


             REGISTRANT IS A LIMITED PARTNERSHIP




                    TABLE OF CONTENTS
                              
                              
                              

Item 1.  Financial Statements


The following Unaudited financial statements are filed
herewith:

    Consolidated Balance Sheet as of March 31, 1998 and
    December 31, 1997                                 Page 3

Consolidated Statements of Operations for the Three
Months Ended March 31, 1998 and 1997
                                                      Page 4

Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1998 and 1997                         Page 5



Item 2.  Results of Operations and Management's Discussion
and Analysis of Financial Condition                   Page 6

Liquidity and Capital Resources                       Page 7 & 8

Other Information                                     Page 9

Signatures                                            Page 10


The statements, insofar as they relate to the period subsequent to
December 31, 1997 are Unaudited.




PART 1.   FINANCIAL INFORMATION

     Item 1.     Financial Statements

                  AMRECORP REALTY FUND III
            Condensed Consolidated Balance Sheets
                            March 31,       December 31,
                              1998              1997
                           (Unaudited)
                                             
ASSETS                                           
Real Estate assets, at cost
Land                       $1,000,000      $1,000,000
                                
Buildings and improvements  6,279,703       6,279,703
                            ---------       ---------    
                            7,279,703       7,279,703
                               
    Less: Accumulated      (3,095,392)     (3,025,392)
       depreciation         ---------      ----------                 
                            4,184,311       4,254,311
                                 
                                                 
Cash including cash             4,770          5,212
investments
Restricted Cash                30,000         30,000
Escrow deposits                42,208        115,612
Replacement Reserve            74,789         54,109
Liquidity reserve              90,503         90,503
Other assets                   17,711         17,064
                            ---------     ----------
         TOTAL ASSETS      $4,444,292     $4,566,811
                               
                                                 
                                                 
LIABILITIES AND PARTNERS'                        
EQUITY:
                                                 
LIABILITIES                                      
Mortgage and notes payable $3,047,465      $3,061,499
                                
Note Payable -  Affiliates    144,819         128,449
Real estate taxes payable      28,350         107,792
Security deposits              35,340          34,514
Accounts payable &             67,702          59,089
accrued expenses
                           ----------      ----------                      
                            3,323,676       3,391,343
                           ----------      ----------     
Partners Capital (Deficit)                       
Limited Partners             (384,986)       (330,683)
                                 
Special Limited Partner     1,645,231       1,645,231
                                 
General  Partner             (139,629)       (139,080)
                           ----------      ----------     
                                                 
Total Partners Capital      1,120,616       1,175,468
(Deficit)                  ----------      ----------     
                                                 
                                                 
Total Liability And        $4,444,292      $4,566,811
Partners Equity
                           ==========      ==========

  See notes to Condensed Consolidated Financial Statements
                              




                  AMRECORP REALTY FUND III
       Condensed Consolidated Statement of Operations
                         (Unaudited)

                           

                         Three Months Ended
                             March 31,
REVENUES                 1998         1997
                                            
Rental income          $330,256     $332,912
Other property           11,763       15,255
    Total revenues      342,019      348,167
                                            
EXPENSES                                    
Salaries & wages         58,961       56,734
Maintenance & repairs    76,577       56,401
Utilities                38,990       39,576
Real estate taxes        28,350       25,800
General administrative   14,344       14,595
Contract services        17,980       19,068
Insurance                11,453        8,475
Interest                 62,189       63,284
Depreciation and         70,926       70,926
amortization
Property management      17,101       17,408
fees
    Total expenses      396,871      372,267
                        -------      -------                    
                                            
NET INCOME (LOSS)      ($54,852)    ($24,100)
                       ========     ========       
                                            
                                            
NET INCOME PER SHARE   $(23.03)     $(10.12)
                       =======      =======                     


  See Notes to Condensed Consolidated Financial Statements


                              
                  AMRECORP REALTY FUND III
       Condensed Consolidated Statement of Cash Flows
                          Unaudited
                                                     Three Months Ended
                                                         March 31,
                                                     1998    1997
                                                                  
CASH FLOWS FROM OPERATING ACTIVITY                                
Net income (loss)                                  ($54,852)   ($24,100)
                                                         
Adjustments to reconcile net income (loss) to net                 
cash provided by operating activities:                                 
Depreciation and amortization                        70,000      66,000
Net Effect of changes in operating accounts                       
Escrow deposits                                      73,404      67,891
Capital replacement reserve                         (20,680)     29,656
Accrued real estate taxes                           (79,442)    (72,616)
                                                                
Security deposits                                       826       1,242
Accounts payable                                      8,613       2,091
Other assets                                           (647)      8,473
                                                     ------      ------
    Net cash provided by operating activities        (2,778)     78,637
                                                     ------      ------  
CASH FLOWS FROM INVESTING ACTIVITIES                              
Repayment of mortgage notes payable                 (14,034)    (12,940)
Note payable - affiliates                            16,370      10,101
                                                    -------      ------     
      Net cash used by investing activities           2,336      (2,839)
                                                    -------      ------      
NET INCREASE (DECREASE) IN CASH AND CASH               (442)     75,798
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        5,212      40,820
                                                    -------      ------       
CASH AND CASH EQUIVALENTS, END OF PERIOD             $4,770    $116,618
                                                     ======     =======      
                              
                                                              
  See Notes to Condensed Consolidated Financial Statements
                              
 Basis of Presentation:

     Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although
the Partnership believes that the disclosures are adequate
to make the information presented not misleading.  It is
suggested that these condensed financial statements be read
in conjunction with the financial statements and notes
thereto included in the Partnership's latest annual report
on Form 10-K.
                              


Item 2. RESULTS OF OPERATIONS AND MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION


Results of Operations
At March 31, 1998 the Partnership owned Las Brisas Apartment
a 376 unit apartment community located at 2010 South Clark
Street, Abilene, Taylor County, Texas 79606. The Partnership
purchased a fee simple interest in Las Brisas Apartments on
July 30, 1986. The property contains approximately 312,532
net rentable square feet, one clubhouse, and five laundry
facilities located on approximately 19.11 acres of land.

FIRST THREE MONTHS 1998 COMPARED TO FIRST THREE MONTHS 1997
- -----------------------------------------------------------

Revenue from property operations decreased $6,148, or 1.97%,
for the first three months of 1998, as compared to the
first three  months of 1997.  Decreased occupancy  from
85.3% in the first three months of 1998  to 88.3 % in the
first three months of 1997 accounted for this decrease in
rental income of $2,656 or 0.9%.   The following table
illustrates the components:

                   Increase         Percent
                  (Decrease)        Change
                     
                                         
Rental income      $(2,656)          0.90%
Other property      (3,492)         20.22%
                   -------          -----
Net Increase       $(6,148)         1.97%
(Decrease)
                   =======          ====



Property operating expenses: increased by $24,604 or 7.12%
for the first three months of 1998 compared to the first
three months of 1997 due primarily to increased maintenance
and repairs expense. The following table illustrates the
components:
                   Increase         Percent
                  (Decrease)        Change
                                         
Salaries & wages    $ 2,227          3.13%
Maintenance &        20,176         36.05%
repairs                                
Utilities              (586)         1.57%
Real estate taxes     2,550          8.10%
General                (251)         2.03%
administrative
Contract services    (1,088)        15.23%
Insurance             2,978         44.51%
Interest             (1,095)         2.60%
Property               (307)         1.88%
management fees
                     ------         ------
Net Increase        $24,604          7.12%
(Decrease)
                    =======         ======

                                 

     LIQUIDITY AND CAPITAL RESOURCES

     On July 31, 1986 the Partnership purchased the Las
Brisas Apartments. The purchase provided for the sellers to
receive cash at closing and notes totaling $660,000. On
September 30, 1987 the principal balance due totaled
$210,000. In order to obtain the necessary proceeds to
finally retire these notes the General Partners offered 254
Units of the Partnership to two investors at the price of
$200,660. No commissions were taken nor did the General
Partner receive any fees in connection with these interests.
The Partnership then obtained short term financing from
Resource Savings Association totaling $260,000, bearing
interest at the rate of 2% over prime and payable quarterly
together with principal payments of $15,000 each. Security
for the loan was provided by a $100,000 certificate of
deposit and the personal guaranties of the Partnership's
General Partners. The Resource Savings Association loan
matured December 31,1983. In September, 1991 Mr. Werra paid
$40,750 in satisfaction of his personal guaranty of the
Partnership loan.

     The Partnership defaulted in its debt obligations in
August, 1988. The Partnership was forced to seek protection
under Chapter 11 of the United States Bankruptcy Code in
December, 1988 when negotiations with Aetna Life Insurance
Company, ("Aetna") the holder of the two underlying first
mortgage notes and Las Brisas Apartments, Ltd. and Abilene
Associates, Ltd., the holders of respective wrap mortgage
notes ("Wrap Note Holders") failed to provide any relief.

     The Partnership emerged from bankruptcy on May 15,
1990, having negotiated a modification of its debt with it's
major creditors. In June, 1989 an affiliate of the
individual General Partner provided $401,910.77 to bring the
Aetna notes current. At the same time the Wrap Note Holders
agreed to reduced the payments due on their respective wrap
notes in order to mirror the payments made on the underlying
Aetna notes. The term of each wrap note will be extended
from July 31, 1995 to July 1, 2002 and July 1, 2007
respectively. The $401,910.77 note is collateralized by
junior mortgage on the property. In addition, the affiliate
has the option to purchase the wrap notes for $85,000 at any
time prior to the respective maturity dates of the wrap
notes.

     Commencing on July 1,1992, payments on the notes
reverted to the original amounts of $19,442 and $15,454.
During the prior two years the Partnership deferred $214,460
in debit service payments.   The modification gave the
Partnership room to deal with the economic difficulties
experienced in the market at the time.

     In February, 1991, Amrecorp Realty Inc., resigned as
the Managing General Partner of the Partnership. As was
communicated to all limited partners, this step was taken in
order to minimize any effect that Amrecorp's financial
difficulties might have on the partnership. Management of
the Partnership's assets is performed by Univesco, Inc., a
Texas corporation, Robert J. Werra, President.

     On November 12, 1993 the Partnership refinanced the
property's secured debt with a 8.15%, ten year, mortgage
loan from Lexington Mortgage Company.  The $3,250,000
mortgage loan provides for monthly payments of $41,5000.
based on an amortized schedule of 300 months with a final
payment of the entire remaining principal balance in
December, 2003. The proceeds of this new loan were used to
pay off the $2,500,000 and $2,300,000 mortgage notes which
previously held the first mortgage position. The old first
mortgagee provided a discount of approximately ten percent
of the outstanding principal balances of two old notes. The
balance of funds needed to retire the old notes
(approximately $100,000) were provided by Robert J. Werra.
In addition Robert J. Werra exercised his option in the
property's wrap mortgage notes. The new lender prohibited
subordinate debt. To meet this requirement the subordinate
debt held by Mr. Werra was converted to a class of equity
with the same terms and conditions as it possessed as debt.
The wrap mortgage lender would not agree to the change in
status so Mr. Werra paid $85,000 to complete his purchase of
the wrap notes and now holds an equity position in the
partnership as a special limited partner.

     The partnership agreement was amended by vote of the
limited partners to include the appointment of a new
corporate general partner, LBAL, Inc., a Texas corporation
wholly owned by Robert J. Werra.

     While it is the General Partners primary intention to
operate and manage the existing real estate investment, the
General Partner also continually evaluates this investment
in light of current economic conditions and trends to
determine if this assets should be considered for disposal.
At this time, there is no plan to dispose of Las Brisas
Apartments.

     As of March 31, 1998,  the Partnership had $4,770 in
cash and cash equivalents as compared to $5,212 as of
December 31, 1997. The net decrease in cash of $442 is
principally due to distributions to the special limited
partner.
     
The property is encumbered by a non-recourse mortgage with a
principal balance of $3,047,465 as of March 31, 1998.  The
mortgage payable bears interest at 8.15% and is payable in
monthly installments of principal and interest until
December 2003 when a lump-sum payment of approximately
$2,642,000 is due.  The required principal reductions for
the five years ending December 31, 2002, are $57,498,
$62,363, $67,640, $73,363  and $79,571 respectively.

For the foreseeable future, the Partnership anticipates that
mortgage principal payments (excluding balloon mortgage
payments), improvements and capital expenditures will be
funded by net cash from operations. The primary source of
capital to fund future Partnership acquisitions and balloon
mortgage payments  will be proceeds from the sale financing
or refinancing of the Property.

The $1,645,231 in Special Limited Partner equity is the
result of previous funding for operating deficits and other
partner loans made to the Partnership by a related entity.
These loans were reclassified to equity during 1993.  The
Special Limited Partner has first right to all net operating
cash flows and net proceeds from disposals of assets to the
extent of the Special Limited Partners distribution
preference.  During 1997 and 1996, the Special Limited
Partner received distributions from the Partnership totaling
$183,000 and $195,002, respectively.



                              PART II

Item 1.             Legal Proceedings.
                    None

Item 2.             Changes in Securities.
                    None

Item 3.             Defaults upon Senior Securities.
                    None

Item 4.             Submission of Matters to a vote of
                    Security Holders.
                    None

Item 5.             Other Information.
                    None

Item 6.             Exhibits and Reports on Form 8-K.

(A)  The following documents are filed herewith or
  incorporated herein by reference as indicated as Exhibits:
Exhibit Designation                     Document Description
- -------------------                     --------------------
     3                             Certificate of Limited Partnership,
                                   incorporated by reference
                                   to Registration Statement
                                   No. 33-00152
                                   effective November 26, 1985.

     4                             Certificate of Limited Partnership,
                                   incorporated by reference
                                   to Registration Statement
                                   No. 33-00152
                                   effective November 26, 1985.

     9                             Not Applicable.
     10                            None.
     11                            Not Applicable.
     12                            Not Applicable.
     13                            Not Applicable.
     18                            Not Applicable.
     19                            Not Applicable.
     22                            Not Applicable.
     23                            Not Applicable.
     24                            Not Applicable.
     25                            Power of Attorney,
                                   incorporated by reference
                                   to Registration Statement
                                   No. 33-00152
                                   effective November 26, 1985.

     28                            None.
(B)       Reports on Form 8-K for quarter ended March 31, 1998.
     1.                            None.







                         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.
     
     
                         AMRECORP REALTY FUND III
                         a Texas limited partnership
     
     
     
                         By:  /s/ Robert J. Werra
                              Robert J. Werra,
                              General Partner
     
     
     
     
     
     
     Date:     April 22, 1998








































THIRD QUARTER 1997 COMPARED TO THIRD QUARTER 1996

Revenue from property operations decreased $3,149, or
1..01%, for the second  quarter of 1997, as compared to the
second quarter of 1996.  Decreased occupancy  from 92.0% in
the third quarter of 1996 to 91% in the third quarter of
1997 accounted for the decrease in rental income of $7,275
or 2.46%..    The following table illustrates the components

                   Increase         PerCe
                                      nt
                   (Decreas         Chang
                      e)              e
                                         
Rental income       (7,275)         2.46%
Other property        4,126         23.89
                                        %
Net Increase        (3,149)         1.01%
(Decrease)
                                         




Property operating expenses: decreased by $9,488 or 2.75%
from the third  quarter of 1996 to third quarter of 1997 due
primarily to decreased general and administrative  expenses.
Maintenance and repairs were up $9,452 or 16.89% due to
continued deferred maintenance programs.  Contract Services
were down $3,974 or 55.63% due to reduced lawn care
expenses.  Insurance costs rose $2,982 or 44.57% due to
higher overall insurance costs at the annual renewal.  The
following table illustrates the components

                   Increase         Perce
                                       nt
                   (Decreas         Chang
                      e)                e
                                         
Salaries & wages      3,850         5.42%
Maintenance &         9,452         16.89
repairs                                 %
Utilities           (1,340)         3.60%
Real estate taxes     2,400         7.62%
General             (8,841)         71.56
administrative                          %
Contract services   (3,974)         55.63
                                        %
Insurance             2,982         44.57
                                        %
Interest            (1,439)         3.42%
Depreciation and      6,926         10.67
amortization                            %
Property              (528)         3.24%
management fees
Net Increase          9,488         2.75%
(Decrease)












<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOTH
THE MARCH 31, 1998 BALANCE SHEET AND STATEMENT OF INCOME AND EXPENSES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000776813
<NAME> AMRECORP REALTY FUND III
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                           4,770
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       7,279,703
<DEPRECIATION>                               3,095,392
<TOTAL-ASSETS>                               4,444,292
<CURRENT-LIABILITIES>                           35,340
<BONDS>                                      3,047,465
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,120,616
<TOTAL-LIABILITY-AND-EQUITY>                 4,444,292
<SALES>                                              0
<TOTAL-REVENUES>                               330,256
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               334,682
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              62,189
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (54,852)
<EPS-PRIMARY>                                  (23.03)
<EPS-DILUTED>                                        0
        

</TABLE>


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