FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File Number 33-24235
SECURED INVESTMENT RESOURCES FUND, L.P. III
(Exact name of registrant as specified in its charter)
Missouri 48-6291172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Main, Suite 2100 Kansas City, MO 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (816) 421-4670
including area code
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests ("Units")
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 such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes___ No _X_
1
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
Index
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets -- September 30, 1998
and December 31, 1997 3-4
Consolidated Statements of Operations -- Three
and Nine Months Ended September 30, 1998 and 1997 5
Consolidated Statements of Partnership Deficit --
Nine Months Ended September 30, 1998 and
the Years Ended December 31, 1997 and 1996 6
Consolidated Statements of Cash Flows -- Nine
Months Ended September 30, 1998 and 1997 7
Notes to Consolidated Financial Statements 8-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1998 1997
(Unaudited)
ASSETS
INVESTMENT PROPERTIES
Land and buildings $ 10,008,907 $ 14,591,003
Furniture, fixtures, and equipment 1,163,146 1,516,980
---------- -----------
11,172,053 16,107,983
Less accumulated depreciation (3,881,628) (5,273,994)
----------- -----------
7,290,425 10,833,989
RESTRICTED DEPOSIT
Restricted Reserve Fund 139,214 93,553
-------- --------
139,214 93,553
OTHER ASSETS
Cash 209,399 317,315
Rents and other receivables, less
allowance of $4,600 in 1998 and
$16,200 in 1997 22,453 7,347
Prepaid expenses, deposits and other 7,174 30,695
Due from related parties (Note C)
Note Receivable ---- 85,694
Syndication Costs ---- 21,751
Debt issuance costs, net of
accumulated amortization of
$142,320 in 1998 and $94,880
in 1997 179,219 226,659
-------- ----------
419,245 689,461
-------- ---------
TOTAL ASSETS $ 7,847,884 $ 11,617,003
=========== ============
See notes to consolidated financial statements.
3
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED BALANCE SHEETS--CONT'D.
September 30, December 31,
1998 1997
(Unaudited)
LIABILITIES AND PARTNERSHIP DEFICIT
Mortgage debt (Note B) $ 7,978,912 $ 12,344,460
Accounts payable and
accrued expenses 102,953 300,653
Accrued interest 60,188 141,134
Unearned revenue 9,356 14,449
Tenant security deposits 74,810 105,913
------- --------
TOTAL LIABILITIES 8,226,219 12,906,609
---------- -----------
PARTNERSHIP DEFICIT
General Partners
Capital contributions 2,000 2,000
Partnership deficit (42,939) (52,051)
--------- --------
(40,939) (50,051)
--------- --------
Limited Partners
Capital contributions 3,915,084 3,915,084
Partnership deficit (4,252,480) (5,154,638)
------------ -----------
(337,396) (1,239,554)
---------- -----------
TOTAL PARTNERSHIP DEFICIT (378,335) (1,289,606)
---------- -----------
$ 7,847,884 $ 11,617,003
=========== ============
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES
Rents $ 1,483,924 $ 2,070,788 $ 508,693 $ 675,599
Interest 11,696 60,398 2,634 21,047
------- -------- ------ -------
1,495,620 2,131,186 511,327 696,646
---------- ---------- -------- --------
OPERATING AND
ADMINISTRATIVE EXPENSES
Property operating
expenses 457,415 847,451 178,200 302,760
General and
administrative
expenses 28,160 38,919 11,597 15,043
Professional services 124,622 58,368 57,504 14,498
Management Fees 71,391 101,934 24,212 33,470
------- -------- ------- -------
681,588 1,046,672 271,513 365,771
-------- ---------- -------- --------
NET OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION 814,032 1,084,514 239,814 330,875
-------- ---------- -------- --------
DEPRECIATION AND AMORTIZATION 317,496 450,659 105,832 150,220
-------- -------- -------- --------
NET OPERATING INCOME 496,536 633,855 133,982 180,655
-------- -------- -------- --------
NON-OPERATING EXPENSES
Interest 561,448 852,725 185,818 280,085
-------- -------- -------- --------
PARTNERSHIP GAIN (LOSS)
BEFORE EXTRAORDINARY ITEMS (64,912) (218,870) (51,836) (99,430)
--------- ---------- --------- ---------
EXTRAORDINARY ITEMS
Gain on forgiveness of debt 779,020 ---- ---- ----
Gain on early extinguishment of debt 197,164 ---- 197,164 ----
--------- -------- -------- --------
976,184 ---- 197,164 ----
--------- -------- -------- --------
PARTNERSHIP GAIN (LOSS) $ 911,272 $ (218,870) $ 145,328 $ (99,430)
========= =========== ========= ==========
Allocation of loss:
General Partners (9,113) (2,189) (1,453) (994)
Limited Partners (902,159) (216,681) (143,875) (98,436)
---------- ---------- ---------- ---------
$ (911,272) $ (218,870) $ (145,328) $ (99,430)
=========== =========== =========== ==========
Partnership loss per
limited partnership
unit $ (93.15) $ (22.37) $ (14.86) $ (10.16)
=========== =========== =========== ==========
See notes to consolidated financial statements.
</TABLE>
5
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<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF PARTNERSHIP DEFICIT
Nine Months Ended September 30, 1998 (Unaudited)
and the Years Ended December 31, 1997 and 1996
<CAPTION>
General Limited
Partners Partners Total
<S> <C> <C> <C>
Balances at January 1, 1996 (44,229) (663,193) (707,422)
Partnership gain (loss) (3,780) (374,227) (378,007)
-------- ---------- ----------
Balances at December 31, 1996 (48,009) (1,037,420) (1,085,429)
Partnership gain (loss) (2,042) (202,134) (204,176)
-------- ---------- ----------
Balances at December 31, 1997 (50,051) (1,239,554) (1,289,605)
Partnership gain (loss) 9,113 902,159 911,272
------ -------- --------
Balances at September 30, 1998 $ (40,938) $ (337,395) $ (378,333)
========== =========== ===========
See notes to consolidated financial statements.
</TABLE>
6
<PAGE>
<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
Nine Months Ended
September 30,
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES
Partnership gain (loss) $ 911,272 $ (218,870)
Adjustments to reconcile partnership gain
(loss) to net cash provided by
operating activities:
Depreciation and amortization 317,497 434,159
Provision for losses on rents
and other receivables 4,600 27,200
Extraordinary items:
Gain on forgiveness of debt (779,020) ----
Gain on early extinguishment of debt (197,164) ----
Changes in assets and liabilities:
Rent and other receivables (25,172) (32,803)
Prepaid expenses, deposits, and other 11,865 (13,649)
Accounts payable and
accrued expenses 36,219 87,405
Accrued interest (11,177) 95,062
Unearned revenue (3,028) (9,369)
Tenant security deposits (7,720) 5,340
-------- ------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 258,172 374,475
-------- --------
INVESTING ACTIVITIES
Improvements to investment properties (114,505) (48,948)
Restricted Reserve deposits (45,661) (43,991)
Interest earned on certificate
of accrual on Treasury Security ---- (52,886)
Excess Syndication Costs 21,751 ----
------- ---------
NET CASH USED IN INVESTING ACTIVITIES (138,415) (145,825)
---------- ---------
FINANCING ACTIVITIES
Note Receivable from Related Party 85,694 (5,450)
Principal payments on long-term debt (313,367) (42,634)
---------- ---------
NET CASH USED IN FINANCING ACTIVITIES (227,673) (48,084)
---------- ---------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (107,916) 180,566
CASH AND CASH EQUIVALENTS BEGINNING
OF PERIOD 317,315 82,985
-------- -------
CASH AND CASH EQUIVALENTS END
OF PERIOD $ 209,399 $ 263,551
========= =========
See notes to consolidated financial statements.
</TABLE>
7
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)
September 30, 1998
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for 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 management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine month period ended September 30, 1998
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-K for the year ended December 31, 1997.
NOTE B--MORTGAGE DEBT
Non-Recourse mortgage debt consists of the following:
September 30, December 31,
1998 1997
Collateralized by Investment
Property:
First Mortgages:
Greenhills Bicycle Club
Apartments $ 7,978,912 $8,025,084
KC Club Apartments ---- 3,922,211
Second Mortgage:
Greenhills Bicycle Club
Apartments ---- 397,165
----------- --------
$ 7,978,912 $12,344,460
=========== ===========
Interest expense totaled $561,000 and $853,000 during the first nine months of
1998 and 1997, respectively.
KC Club Apartments
The cash generated from operations for the KC Club Apartments was
insufficient to service the mortgage under the current payment requirements. The
Managing General Partner had ongoing negotiations with the lender concerning a
complete restructure of the mortgage and related debt service. The negotiations
were unsuccessful and on January 7, 1998 the property was lost to foreclosure
(described in note E).
8
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE B--MORTGAGE DEBT--CONT'D
Greenhills Bicycle Club Apartments
On July 8, 1996 the partnership refinanced the matured first mortgage on
Greenhills Bicycle Club Apartments. The terms of the new mortgage are $8,100,000
at 9.0% interest with monthly principal and interest payments in the amount of
$65,000 through the loan maturity date of August 1, 2001.
In addition, a second mortgage note was signed by the Partnership. The
terms of the note are $400,000 with interest paid monthly at the rate of 9% with
a maturity date of July 31, 2001 at which time the principal shall be due. The
past due real estate taxes on Greenhills Bicycle Club Apartments were paid in
full from a portion of the proceeds of this note. The note had a prepayment
discount option which could be exercised before July 31, 1998. The note was paid
in full on July 27, 1998 for $200,000 plus interest of $3,000 (described in note
E).
NOTE C--RELATED PARTY TRANSACTIONS
SPECS, Inc., a Kansas Corporation in which James R. Hoyt, a general partner is a
shareholder, receives property management fees for providing property
management services. SPECS, Inc. also performs various professional services for
the Partnership, primarily tax accounting, audit preparation, SEC 10-Q and 10-K
preparation, and investor services. Property management fees paid by the
Partnership to SPECS, Inc. are as follows:
September 30,
1998 1997
Property management fees $ 71,391 $ 101,934
Amounts due from related parties consist of the following:
September 30, December 31,
1998 1997
General Partners -- Excess
Syndication Costs $ ---- $ 21,751
Secured Investment Resources
Fund, L.P. ---- 85,694
------------ -------
$ ---- $107,445
=========== ========
(refer to Part II, item 1)
NOTE D--CASH DISTRIBUTIONS
No distributions have been made since July 1990. Future distributions will only
be made from excess cash flow not needed for working capital reserves.
9
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE E - EXTRAORDINARY ITEMS
Gain on forgiveness of debt:
A gain on forgiveness of debt of $779,000 was included as an extraordinary item
in the January 1998 consolidated financial statements of the Partnership. The
gain was due to forgiveness of debt related to the foreclosure of the KC Club
Apartments (described in note B). The assets and liabilities as of December 31,
1997 that were applicable to the foreclosed property approximated the following:
Investment properties, net of accumulated depreciation $3,388,000
Other assets 84,000
Mortgage payable, including accrued interest (3,992,000)
Other Liabilities (259,000)
Gain on early extinguishment of debt:
The second mortgage on the Greenhills Bicycle Club Apartments was paid in full
on July 27, 1998 at a discount (described in note B). The note balance on July
27, 1998 was $397,000. The note was paid in full for $203,000 of which $200,000
was principal and $3,000 was interest. The resulting $197,000 gain on early
extinguishment of debt was included as an extraordinary item in the August 1998
consolidated financial statements of the Partnership.
NOTE F - ADDITIONAL CASH FLOW INFORMATION
September 30,
1998 1997
---- ----
Noncash Investing and Financing Activities
- - ------------------------------------------
Assets exchanged for the forgiveness of debt $ 3,405,000 ---
Debt forgiven in exchange for assets (4,251,000) ---
Additional Cash Payment Information
- - -----------------------------------
Interest Paid 642,393 757,663
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Total revenues for the first nine months decreased $636,000 (29.8%) when
compared to the same period in 1997. The majority of the decrease ($640,000) is
due to the loss of rental revenue caused by the foreclosure of the KC Club
Apartments. Rental revenue for the first nine months at the Greenhills Bicycle
Club Apartments increased $53,000 (3.5%) when compared to the same period in
1997. This increase is due to a strong rental market, which allowed the
Partnership to increase rental rates upon lease renewals. These higher market
rates are being achieved with fewer rent concessions. Interest revenue decreased
$49,000 (80.6%) from 1997. The decrease in interest revenue was caused by the
August 1997 sale of the Treasury certificate of accrual held by the partnership
as collateral for the KC Club Apartments.
Operating expenses for the first nine months of 1998 decreased $390,000 (46.0%)
compared to the same period in 1997. Of the total decrease, $362,000 relates to
the foreclosure of the KC Club Apartments. Operating expenses at the Greenhills
Bicycle Club decreased by $28,000. The decrease is due primarily to a reduction
in payroll, utilities and insurance expenses.
Professional service expense increased $66,000 (113,5%) compared to the first
nine months of 1997. The majority of the increase is due to legal fees in
connection with the foreclosure of the KC Club Apartments, and other partnership
related matters.
Management fee expense for the first nine months decreased by $31,000 (30.0%)
compared to the same period in 1997. The decrease is due to the foreclosure of
the KC Club Apartments. Management fees for the Greenhills Bicycle Club
Apartments increased slightly from 1997 due to the increase in rental revenue.
General and administrative property operating expenses decreased $11,000 (27.6%)
when compared to the first nine months of last year. General and administrative
expenses for the first nine months of 1998 decreased $20,000 due to the
foreclosure of the KC Club Apartments. General and administrative expenses at
the Greenhills Bicycle Club Apartments increased $9,000 for the same period.
Interest expense decreased $291,000 (34.2%) and depreciation and amortization
expense decreased $133,000 (29.5%) when compared to the first nine months of
last year. The decrease in interest expense and depreciation and amortization
expense due to the foreclosure of the KC Club Apartments is $278,000 and
$137,000 respectively.
The Partnership anticipates that the operating results for the first nine months
will be representative of the results for the remaining portion of the year.
Liquidity and Capital Resources
During the first nine months of 1998, $258,172 of working capital was provided
by operations, $138,415 was consumed in investing activities and $227,673 was
used for financing activities.
Based upon the above, the General Partners feel that adequate working capital is
available to maintain the solvency of this entity. In addition, the General
Partners also anticipate that 1998 cash flow from operations will continue to
improve because of strong occupancy, rental rate increases and stabilized
expenses.
The General Partners have determined it prudent to discontinue cash
distributions until such time that adequate working capital and capital
improvements reserves are in place.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
a) Foreclosure:
As of December 31, 1997, the Partnership was in negotiations with the mortgage
holder on KC Club Apartments concerning a restructure of that debt. More
favorable interest rates and possible principal write downs were under
consideration. Due to the inability to restructure the debt, on January 7, 1998
the property was lost to foreclosure.
The assets and liabilities as of December 31, 1997 that were applicable to the
foreclosed property approximated the following:
Investment properties, net of accumulated depreciation $3,388,000
Other assets 84,000
Mortgage payable, including accrued interest (3,992,000)
Other liabilities (259,000)
Rental revenue for the KC Club Apartments for the year ended December 31, 1997
was $853,000 while operating expenses (including interest) were $1,160,000.
b) Change in control:
On July 21st, 1998, Nichols Resources Ltd., a general partner of the Partnership
("Nichols"), Bond Purchase, L.L.C. ("Bond") and David L. Johnson ("Johnson ")
and other affiliates of Johnson, along with the Partnership, SIR Partners III,
L.P., General Partner of the Partnership ("SIR Partners III"), SPECS, Inc., the
company which provides the Partnership management and investor services
("SPECS") and James R. Hoyt, Managing General Partner of the Partnership
("Hoyt"), entered into a certain Settlement Agreement and Mutual Release (the
"Agreement"). The Agreement settled a dispute which had arisen between Nichols,
SIR Partners III and Hoyt, general partners of the Partnership over the proper
course of action to be taken for the Partnership. This dispute resulted in the
filing of a civil action in the Circuit Court of Jackson County, Missouri.
Pursuant to the Agreement, Nichols has agreed (i) to pay $100,000 in cash to SIR
Partners III and Hoyt, $21,751 of which will be paid by Hoyt to the Partnership
to pay a receivable owed by affiliates of the Partnership for unpaid excess
syndication costs and expenses currently shown on the Partnership's financial
statements and (ii) to dismiss the civil actions filed. In exchange for the
$100,000 in cash and the dismissal of the civil actions, SIR Partners III and
Hoyt have agreed (i) to transfer their General Partnership interests to Nichols
and (ii) to withdraw as Managing General Partner and general partners. Under the
Partnership's Amended and Restated Agreement of Limited Partnership dated
December 6, 1988 (the "Partnership Agreement@), such transfers and withdrawals
are subject to the majority vote of the Partnership's limited partners (the
"Limited Partners"). Hoyt and SIR Partners III have also agreed that Nichols, as
general partner of the Partnership, shall have the right to designate the
management company to manage the assets of the Partnership and to execute all
documents to effectuate the release of the current management contract.
Nichols, as a general partner of the Partnership, intends to call for a vote
without a meeting of the Limited Partners, file a proxy statement with the
Securities and Exchange Commission and solicit proxies from the Limited Partners
to seek approval from the Limited Partners to the transfer of the general
partnership interests, the withdrawal of Hoyt and SIR Partners III as general
partners of the Partnership and the replacement of Hoyt as Managing General
Partner in favor of Nichols. Hoyt and SIR Partners III have agreed to use their
best efforts to assist in obtaining approval from the limited partners of the
withdrawal of Hoyt and SIR Partners III as General Partners of the partnership.
In the event the majority approval is obtained, Nichols shall be the sole
general partner of the Partnership.
12
<PAGE>
Item 2. CHANGES IN SECURITIES
Inapplicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
Item 5. OTHER INFORMATION
Inapplicable.
Item 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
A Form 8-K was filed on July 31, 1998 reporting a settlement agreement between
the general partners of the Registrant.
A Form 8-K was filed on November 13, 1998 reporting the dismissal of the
Registrant's auditors, BDO Seidman, LLP, and the resulting selection of Baird
Kurtz & Dobson as auditors for the year ending December 31, 1998.
13
<PAGE>
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.
SECURED INVESTMENT RESOURCES FUND, L.P. III
A Missouri Limited Partnership
(Registrant)
By: Nichols Resources, Ltd.
as General Partner
By: /s/ Christine A. Robinson
Christine A. Robinson
President (Principal Financial and
Chief Accounting Officer)
Date: November 13, 1998
14
<PAGE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
Unaudited.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 209,399
<SECURITIES> 0
<RECEIVABLES> 27,053
<ALLOWANCES> (4,600)
<INVENTORY> 0
<CURRENT-ASSETS> 419,245
<PP&E> 11,172,053
<DEPRECIATION> 3,881,628
<TOTAL-ASSETS> 7,847,884
<CURRENT-LIABILITIES> 247,307
<BONDS> 7,978,912
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,847,884
<SALES> 0
<TOTAL-REVENUES> 1,495,620
<CGS> 0
<TOTAL-COSTS> 999,084
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 561,448
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 976,184
<CHANGES> 0
<NET-INCOME> 911,272
<EPS-PRIMARY> 93.15
<EPS-DILUTED> 0
</TABLE>
