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 June 30, 1999 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 June 30, 1999 and
December 31, 1998 Page 3
Consolidated Statements of Operations for the Three
Months Ended June 30, 1999 and 1998 Page 4
Consolidated Statements of Cash Flows for the Three months
Ended June 30, 1999 and 1998 Page 5
Item 2. Results of Operations and Management's Discussion
and Analysis of
Financial Condition Page 6
Liquidity and Capital Resources Page 7
Other Information Page 8
Signatures Page 10
The statements, insofar as they relate to the period
subsequent to
December 31, 1998 are Unaudited.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
AMRECORP REALTY FUND III
Condensed Consolidated Balance Sheets
June 30, December
31,
1999 1998
(Unaudited)
ASSETS
Real Estate assets, at
cost
Land $1,000,000 $1,000,000
Buildings and improvements 6,427,489 6,427,489
7,427,489 7,427,489
Less: Accumulated (3,492,128) (3,318,128)
depreciation
3,935,361 4,109,361
Cash including cash 54,927 36,249
investments
Restricted Cash 44,000 44,000
Escrow deposits 64,839 133,983
Replacement Reserve 31,253 28,187
Liquidity reserve 95,258 95,258
Other assets 26,260 11,651
TOTAL ASSETS $4,251,898 $4,458,689
LIABILITIES AND PARTNERS'
EQUITY:
LIABILITIES
Mortgage and notes pay. $2,973,245 $3,004,001
Note Payable - Affiliates 451 124,990
Real estate taxes payable 56,900 118,013
Security deposits 50,506 44,045
Accounts payable & 38,412 54,090
accrued expenses
3,119,514 3,345,139
Partners Capital (Deficit)
Limited Partners (284,236) (327,632)
Special Limited Partner 1,555,231 1,580,231
General Partner (138,611) (139,049)
Total Partners Capital 1,132,384 1,113,550
(Deficit)
Total Liability And $4,251,898 $4,458,689
Partners Equity
See notes to Condensed Consolidated Financial Statements
AMRECORP REALTY FUND III
Condensed Consolidated Statement of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30,
June 30,
REVENUES 1999 1998 1999 1998
Rental income 371,729 $344,638 $724,859 $674,894
Other property 27,945 19,497 49,443 31,260
Total revenues 399,674 364,135 774,302 706,154
EXPENSES
Salaries & wages 59,217 63,844 109,486 122,805
Maintenance & repairs 73,386 75,587 109,071 152,164
Utilities 26,948 32,178 59,794 71,168
Real estate taxes 28,350 28,350 56,700 56,700
General administrative 16,504 15,223 32,975 29,567
Contract services 21,831 24,007 39,404 41,987
Insurance 7,208 8,729 14,678 20,182
Interest 60,689 61,901 121,691 124,090
Depreciation and 69,074 69,074 148,000 140,000
amortization
Property management 19,939 18,207 38,669 35,308
fees
Total expenses 383,146 397,100 730,468 793,971
NET INCOME (LOSS) $16,528 ($32,965) $43,834 ($87,817)
NET INCOME PER SHARE $ 6.94 $ (13.84) $ 18.40 $(36.87)
See Notes to Condensed Consolidated Financial Statements
AMRECORP REALTY FUND III
Condensed Consolidated Statement of Cash Flows
Unaudited
Six
Months
Ended
June
30,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITY
Net income (loss) $43,834($87,817)
Adjustments to reconcile net income (loss) to net
cash
provided by operating activities:
Depreciation and amortization 174,000 140,000
Net Effect of changes in operating accounts
Escrow deposits 69,144 64,306
Capital replacement reserve (3,066) (5,033)
Accrued real estate taxes (61,113)(51,092)
Security deposits 6,461 5,769
Accounts payable (15,678) 8,766
Other assets (14,609) (9,698)
Net cash provided by operating activities 198,973 65,201
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of mortgage notes payable (30,756)(28,357)
Note payable - affiliates (124,539) (4,346)
Distribution to special limited partner (25,000)(20,000)
Net cash used by investing activities (180,295)(52,703)
NET INCREASE (DECREASE) IN CASH AND CASH 18,678 12,498
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 36,249 5,212
CASH AND CASH EQUIVALENTS, END OF PERIOD $54,927 $17,710
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 June 30, 1999 the Partnership owned Las Brisas
Apartments, 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.
SECOND QUARTER 1999 COMPARED TO SECOND QUARTER 1998
Revenue from property operations increased $35,539, or
11.36%, for the second quarter of 1999, as compared to the
second quarter of 1998. Increased occupancy to 97.0% in
the second quarter of 1999 from 91.0 % in the second
quarter of 1998 accounted for the increase in rental income
of $27,091 or 9.17%. Other property income increased $8,448
or 48.92% mainly due to increased fee collections. The
following table illustrates the components:
Increase Per Cent
(Decrease) Change
Rental income 27,091 9.17%
Other property 8,448 48.92%
Net Increase 35,539 11.36%
(Decrease)
Property operating expenses: decreased by $13,954 or 4.04%
for the second quarter of 1999 compared to the second
quarter of 1998 due primarily to contract services of $2,176
or 30.46%. Insurance costs decreased $1,521 or 22.74%
primarily due to lower rates as a result of better than
expected loss claims. Utilities decreased $5,230 or 14.04%
primarily due to better utility conservation efforts. The
following table illustrates the components:
Increase Per Cent
(Decrease) Change
Salaries & wages (4,627) 6.51%
Maintenance & (2,201) 3.93%
repairs
Utilities (5,230) 14.04%
Real estate taxes 0 0.00%
General & Admin. 1,281 10.37%
Contract services (2,176) 30.46%
Insurance (1,521) 22.74%
Interest (1,212) 2.88%
Depreciation and 0 0.00%
amortization
Property management 1,732 10.62%
fees
Net Increase (13,954) 4.04%
(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 its
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.
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, CEO.
On November 12, 1993 the Partnership refinanced the
property's secured debt with an 8.15%, ten year, mortgage
loan from Lexington Mortgage Company. The $3,250,000
mortgage loan provides for monthly payments of $25,407.82.
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 June 30, 1999, the Partnership had $54,927 in
cash and cash equivalents as compared to $36,249 as of
December 31, 1998. The net increase in cash of $18,678 was
due to cash flow from property operations.
The property is encumbered by a non-recourse mortgage with a
principal balance of $2,973,245 as of June 30, 1999. 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 three years ending December 31, 2001, are $62,363,
$67,640 $73,363, 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 $1,555,231 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 1998 and 1997, the Special Limited
Partner received distributions from the Partnership totaling
$65,000 and $183,000, respectively.
PART II
Other Information
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 June 30, 1999.
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: July 29, 1999
[ARTICLE] 5
[LEGEND]
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BOTH
THE JUNE 30, 1999 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
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] JUN-30-1998
[CASH] 54,927
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 7,427,489
[DEPRECIATION] 3,492,128
[TOTAL-ASSETS] 4,251,898
[CURRENT-LIABILITIES] 0
[BONDS] 2,973,245
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 0
[OTHER-SE] 1,132,384
[TOTAL-LIABILITY-AND-EQUITY] 4,251,898
[SALES] 0
[TOTAL-REVENUES] 399,674
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 322,457
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 60,689
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 16,528
[EPS-BASIC] 6.94
[EPS-DILUTED] 0
</TABLE>
