FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from.........to.........
Commission file number 0-18419
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
(Name of small business issuer in its charter)
Delaware 31-1266850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $1,815,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days: Market value
information for the registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership's
interest would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Prospectus of Registrant dated May 12, 1989 (included in
Registration Statement, No. 33-27407, of Registrant) are incorporated by
reference into Parts I and III.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Brunner Companies Income Properties L.P. III (the "Partnership" or "Registrant")
is a Delaware limited partnership formed in March 1989. The Partnership will
continue in existence until December 31, 2008, unless earlier dissolved or
terminated. Brunner Management Limited Partnership (the "General Partner"), an
Ohio limited partnership formed in February 1988, is the sole general partner of
the Partnership. 104 Management, Inc. (the "Managing General Partner"), an Ohio
corporation formed in February 1988, is the sole general partner of the General
Partner, and in that capacity manages the business of the Partnership.
As of December 31, 1997, the Partnership had 850,900 units of Class A Limited
Partnership Interest ("Units") and 8,600 units of Class B Limited Partnership
Interest ("Subordinated Interest") issued and outstanding. The Subordinated
Interest was sold to the Managing General Partner. Holders of the Units are
referred to as "Unitholders", the holder of the Subordinated Interest is
referred to as the "Subordinated Limited Partner", and Unitholders and the
Subordinated Limited Partner are collectively referred to as "Limited Partners."
Limited Partners are not required to make any additional capital contributions.
There are only two differences between the Class A and Class B limited
partnership interests. First, the holders of Class A units are entitled to
receive their Class A Priority Return before the holders of Class B units are
entitled to receive any portion of their Class B Priority Return. Second,
holders of Class B units, if such holders are affiliates of the General
Partners, are not entitled to vote upon the removal of the General Partner or
upon consideration of a sale of any Retail Center to the General Partner or any
affiliate of the General Partner.
The offering terminated in September 1989. Upon termination of the offering,
the Partnership had accepted subscriptions for 851,400 Units of Class A Interest
and 8,600 units of Class B Interest purchased by the General Partner for
aggregate gross proceeds of $8,506,170. During 1994, the number of Class A
Limited Partnership units decreased by 500 units due to Class A Limited Partners
abandoning their units. The Partnership invested substantially all of the net
offering proceeds in four investment properties (the "Retail Centers") which
were acquired on September 22, 1989. During 1995, two of these Retail Centers
were foreclosed upon by the lender. The Partnership will not acquire or invest
in any other properties or debt or equity securities of any other issuers (other
than short term investments of cash in high grade United States government
obligations during interim periods between the receipt of revenues and the
distribution of cash to the Limited Partners and pending payment of operating
expenses of the Partnership) and will not issue any additional limited
partnership interests or other equity securities in the Partnership. The
policies of the Partnership noted above can only be changed by an affirmative
vote of limited partners owning a majority in interest and the General Partner.
The General Partner and the Managing General Partner are affiliates of a related
group of corporations and partnerships engaged generally in the real estate
development business. Pursuant to an agreement effective December 31, 1992,
IBGP, Inc., an affiliate of Insignia Financial Group, Inc. ("Insignia"),
acquired a majority of the outstanding stock of 104 Management Inc. on March 5,
1993. IBGP, Inc. is an indirect wholly-owned subsidiary of Metropolitan Asset
Enhancement, L.P. ("MAE"), an affiliate of Insignia. On March 17, 1998,
Insignia entered into an agreement to merge its national residential property
management operations, and its controlling interest in Insignia Properties
Trust, with Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust. The closing, which is anticipated to
happen in the third quarter of 1998, is subject to customary conditions,
including government approvals and the approval of Insignia's shareholders. If
the closing occurs, AIMCO will then control the General Partner of the
Partnership.
The Partnership is in the business of owning and operating for investment two
regional shopping centers: Gateway Plaza, Mt. Sterling, Kentucky, and Highpoint
Village, Bellefontaine, Ohio. During 1995, two of the Partnership's investment
properties, Forest Ridge and Bay Village, were foreclosed upon, leaving the
Partnership with the two remaining shopping centers mentioned previously. See
"Item 2. Description of Properties" for additional information regarding the
Retail Centers.
The real estate business is highly competitive. The Partnership's real property
investments are subject to competition from similar types of properties in the
vicinities in which they are located and the Partnership is not a significant
factor in its industry. In addition, various limited partnerships have been
formed by related parties to engage in businesses which may be competitive with
the Partnership.
The Partnership has no employees. Management and administrative services are
performed by affiliates of Insignia. The property manager is responsible for
the day-to-day operations of each property. The Managing General Partner has
also selected affiliates of Insignia to provide real estate advisory and asset
management services to the Partnership. As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing. For a further
discussion of property and partnership management, see "Item 12", which
descriptions are herein incorporated by reference.
There have been, and it is possible there may be other, federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Gateway Plaza 09/22/89 Fee ownership, subject to Retail Center
Mt. Sterling, Kentucky first mortgage 160,000 sq.ft.
Highpoint Village 09/22/89 Fee ownership, subject to Retail Center
Bellefontaine, Ohio first mortgage 173,000 sq.ft.
A significant feature of all the retail centers is the fact that approximately
77% of the leasable space is, in the aggregate, leased to anchor tenants with
national or regional name recognition. Although such anchor tenants generally
pay lower base rents than smaller tenants, anchor tenants offer greater security
and stability of long-term leases from well-established and more credit worthy
tenants and tend to attract greater traffic to the retail centers.
SCHEDULE OF PROPERTIES (in thousands):
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
Gateway Plaza $ 6,174 $ 1,606 3-31.5 yrs S/L $ 6,022
Highpoint Village 8,263 1,986 5-31.5 yrs S/L 6,601
$14,437 $ 3,592 $12,623
See "Note A" of the Notes to Financial Statements included in "Item 7" for a
description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES (IN THOUSANDS):
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
Gateway Plaza $ 5,363 9.25% 20.75 yrs 01/01/08 $ 3,498
Highpoint Village 6,293 9.25% 20.50 yrs 10/01/08 3,770
Total $11,656
The mortgage notes payable are cross-collateralized and cross-defaulted and are
secured by the properties and by a pledge of revenues from the respective
properties.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual
Rental Rates Average Annual
(per Square Foot) Occupancy
1997 1996 1997 1996
Gateway Plaza $4.63 $4.80 55% 70%
Highpoint Village 4.88 4.92 94% 94%
Wal-Mart, an anchor tenant, vacated Gateway Plaza in May of 1996. This tenant
is liable for, and the Partnership expects that it will pay, its rental payments
through the year 2008 when its lease expires. Certain tenants in the shopping
center have the option to pay a reduced rental rate based on tenant sales due to
the vacancy of this anchor tenant. To date, two tenants have exercised this
option; however rental revenues have not been materially impacted. It is
unknown to what extent this vacancy will negatively impact the performance of
the shopping center in the future. Gateway Plaza's average occupancy shown above
represents the shopping center's physical occupancy. Because Wal-Mart has
continued making its rental payments, the center's economic average occupancy
for the years ended December 31, 1997 and 1996 is 97% and 96%, respectively.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other retail centers in the area. The Managing General Partner
believes that all of the properties are adequately insured.
The following is a schedule of the lease expirations for the years 1998-2007:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
Gateway Plaza
1998 5 8,900 $ 75 10.1%
1999 4 13,730 87 11.7%
2000 5 11,000 88 11.9%
2001 0 0 0 0.0%
2002 1 2,650 17 2.3%
2003-2007 0 0 0 0.0%
Highpoint Village
1998 1 2,400 $ 23 3.0%
1999 2 3,000 27 3.6%
2000 2 4,400 38 5.1%
2001 4 11,700 98 12.9%
2002-2007 0 0 0 0.0%
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet for each property:
Square Footage Annual Rent Lease
Nature of Business Leased Per Square Foot Expiration
Gateway Plaza Discount Store 65,930 $3.45 02/01/08
Clothing Store 22,731 3.76 02/28/09
Grocery Store 30,280 5.30 05/09/16
Highpoint Village Discount Store 85,930 $2.62 10/14/08
Grocery Store 52,373 6.77 01/14/10
SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:
1997 1997
Taxes Rate
Gateway Plaza $43 .97%
Highpoint Village 55 4.30%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fiscal year ended December 31, 1997, no matters were submitted to a
vote of the Unitholders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS
As of January 1, 1998, the number of holders of record of Limited Partnership
Units and Subordinated Interest Units was 654 and one, respectively. Neither
the Limited Partnership Units nor the Subordinated Interest Units are traded on
any established public trading market, and it is not anticipated that such a
market will develop in the future.
No cash distributions were paid during 1997 or 1996. Future distributions will
depend on the levels of cash generated from operations, refinancings, property
sales and the availability of cash reserves. At this time, the Managing General
Partner does not anticipate making a cash distribution during 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The Partnership's net loss for the year ended December 31, 1997, was $279,000
compared to a net loss of $209,000 for the year ended December 31, 1996. The
increase in net loss for the year ended December 31, 1997, is primarily due to
increased operating expenses due to extensive parking lot repairs during 1997 at
Highpoint Village. During the years ended December 31, 1997 and 1996, there
were no other significant expenditures for major repairs and maintenance.
Revenues and all other expenses remained relatively consistent during the years
ended December 31, 1997 and 1996.
Wal-Mart, an anchor tenant, vacated Gateway Plaza in May of 1996. This tenant
is liable for, and the Partnership expects that it will pay, its rental payments
through the year 2008 when its lease expires. Certain tenants in the shopping
center have the option to pay a reduced rental rate based on tenant sales due to
the vacancy of this anchor tenant. To date, two tenants have exercised this
option; however rental revenues have not been materially impacted. It is
unknown to what extent this vacancy will negatively impact the performance of
the shopping center in the future.
As part of the ongoing business plan of the Partnership, the Managing 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
expense. As part of this plan, the Managing 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 Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At December 31, 1997, the Partnership held cash and cash equivalents of $837,000
compared to $964,000 at December 31, 1996. The net decrease in cash and cash
equivalents for the year ended December 31, 1997, is $127,000 compared to a net
increase of $264,000 for the year ended December 31, 1996. Net cash provided by
operations decreased due to the increased operating expenses, as discussed
above, and the change in accounts receivable related to timing of collections.
Net cash used in financing activities increased due to the increased principal
portion of the monthly mortgage payments on the investment properties.
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 Partnership. Such assets are currently
thought to be sufficient for any near term needs of the Partnership. The
mortgage indebtedness of $11,656,000 matures in 2008 with balloon payments due
at maturity at which time the properties will either be refinanced or sold. No
distributions were made in 1997 or 1996 and future cash distributions will
depend on the levels of net cash generated from operations, refinancings,
property sales, and the availability of cash reserves. At this time, the
Managing General Partner does not anticipate making a cash distribution during
1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Partnership to be materially different from
any future results, performance or achievements of the Partnership expressed
or implied by such forward-looking statements. Such forward-looking
statements speak only as of the date of this annual report. The Partnership
expressly disclaims any obligation or undertaking to release publicly any
updates of revisions to any forward-looking statements contained herein to
reflect any change in the Partnership's expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement
is based.
ITEM 7. FINANCIAL STATEMENTS
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Brunner Companies Income Properties L.P. III
We have audited the accompanying balance sheet of Brunner Companies Income
Properties L.P. III as of December 31, 1997, and the related statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the two years in the period ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our respon-
sibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brunner Companies Income
Properties L.P. III at December 31, 1997, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
February 6, 1998,
except for Note I, as to which the date is
March 17, 1998
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 837
Receivables and deposits 249
Other assets 101
Investment properties:
Land $ 1,525
Buildings and related personal property 12,912
14,437
Less accumulated depreciation (3,592) 10,845
$12,032
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 17
Tenant security deposits payable 7
Accrued property taxes 56
Other liabilities 165
Mortgage notes payable 11,656
Partners' Capital (Deficit)
General partner's $ (59)
Class A limited partners' - 850,900 units
issued and outstanding 172
Class B limited partner's - 8,600 units
issued and outstanding 18 131
$12,032
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 1,773 $ 1,781
Other income 42 38
Total revenues 1,815 1,819
Expenses:
Operating 413 324
General and administrative 66 69
Depreciation 426 426
Interest 1,092 1,112
Property taxes 97 97
Total expenses 2,094 2,028
Net loss $ (279) $ (209)
Net loss allocated to general partner (1%) $ (3) $ (2)
Net loss allocated to Class A limited partners (98.01%) (273) (205)
Net loss allocated to Class B limited partners (.99%) (3) (2)
$ (279) $ (209)
Net loss per Class A limited partnership unit $ (.32) $ (.24)
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands)
General Limited Partners
Partner Class A Class B Total
Original capital contributions $ 1 $ 8,420 $ 86 $ 8,507
Partners' (deficit) capital at
December 31, 1995 $ (54) $ 650 $ 23 $ 619
Net loss for the year ended
December 31, 1996 (2) (205) (2) (209)
Partners' (deficit) capital at
December 31, 1996 (56) 445 21 410
Net loss for the year ended
December 31, 1997 (3) (273) (3) (279)
Partners' (deficit) capital
at December 31, 1997 $ (59) $ 172 $ 18 $ 131
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net loss $ (279) $ (209)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 426 426
Amortization of loan costs and leasing
commissions 13 19
Change in accounts:
Receivables and deposits (53) 126
Other assets (19) (6)
Accounts payable (3) (1)
Tenant security deposits payable 1 2
Accrued property taxes -- (1)
Other liabilities 30 116
Net cash provided by operating activities 116 472
Cash flows from investing activities:
Property improvements and replacements (4) (7)
Net cash used in investing activities (4) (7)
Cash flows from financing activities:
Payments on mortgage notes payable (239) (201)
Net cash used in financing activities (239) (201)
Net (decrease) increase in cash and cash equivalents (127) 264
Cash and cash equivalents at beginning of year 964 700
Cash and cash equivalents at end of year $ 837 $ 964
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,090 $ 1,018
See Accompanying Notes to Financial Statements
BRUNNER COMPANIES INCOME PROPERTIES L.P. III
Notes to Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Brunner Companies Income Properties L.P. III (the "Partnership")
a Delaware limited partnership, was formed on March 10, 1989, for the purpose of
acquiring and operating the following retail centers: Bay Village, a 133,474
square foot retail center in Conway, South Carolina; Forest Ridge, a 164,672
square foot retail center in Asheville, North Carolina; Gateway Plaza, a 160,021
square foot retail center in Mt. Sterling, Kentucky; and Highpoint Village, a
173,303 square foot retail center in Bellefontaine, Ohio (collectively referred
to as the "Retail Centers"). The seller of these Retail Centers was related to
the then general partners of the Partnership. On January 5, 1995, and December
4, 1995, respectively, the mortgage holder on the Forest Ridge Shopping Center
and Bay Village Shopping Center foreclosed on the properties.
The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner"). The General Partner is an Ohio limited partnership whose
general partner is 104 Management, Inc. ("Managing General Partner") and whose
limited partner is a shareholder of 104 Management, Inc. On March 5, 1993,
IBGP, Inc., an affiliate of Insignia Brunner L.P., acquired a majority of the
outstanding stock of 104 Management, Inc. IBGP, Inc. is an indirect wholly-
owned subsidiary of Metropolitan Asset Enhancement L.P., an affiliate of
Insignia Financial Group, Inc. ("Insignia"). As a result of this transaction,
IBGP, Inc. effectively controls the Managing General Partner of the Partnership.
The Partnership shall continue in existence until December 31, 2008, unless it
is earlier dissolved and terminated pursuant to the provisions of the
partnership agreement.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investment Properties: Investment properties are stated at cost less reductions
for permanent impairments. Acquisition fees are capitalized as a cost of real
estate. The Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets.
Depreciation: Buildings and improvements are depreciated on the straight-line
basis over an estimated useful life of 5 to 31.5 years. Tenant improvements are
depreciated over the term of the applicable leases.
For Federal income tax purposes, the Partnership depreciates a portion (90
percent attributable to non tax-exempt investors) of the property's basis using
the straight-line method over thirty-one and one-half years and the balance (10
percent attributable to tax-exempt investors) using the straight-line method
over forty years.
Advertising: The Partnership expenses the costs of advertising as incurred.
Leases: The Partnership leases certain commercial space to tenants under
various lease terms. For leases with fixed rental increases during their term,
rents are recognized on a straight-line basis over the terms of the leases. For
all other leases, rents are recognized over the terms of the leases as earned.
Lease Commissions: Lease commissions are capitalized and are amortized by the
straight-line method over the term of the applicable lease. Lease commissions
of approximately $43,000, net of accumulated amortization of approximately
$34,000, are included in other assets.
Loan Costs: Loan costs of approximately $23,000, net of accumulated
amortization of approximately $6,000, are included in other assets and are being
amortized on a straight-line basis over the terms of the respective loans.
Cash and cash equivalents: The Partnership considers all highly liquid
investments with a maturity, when purchased, of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Tenant security deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Income taxes: No provision has been made in the financial statements for
Federal income taxes because under current law, no Federal income taxes are paid
directly by the Partnership. The Partners are responsible for their respective
share of Partnership net income or loss.
Fair Value: The Partnership believes that the carrying amount of its financial
instruments (except for long-term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
long term debt, after discounting the scheduled loan payments, based on
estimated borrowing rates currently available to the Partnership, approximates
its carrying balance.
Reclassifications: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - PARTNERSHIP ALLOCATIONS OF INCOME, LOSS, AND DISTRIBUTIONS
Distributions of operating cash flow, as defined in the partnership agreement,
will be distributed as follows:
First, to the Class A Limited Partners until they have received a
cumulative noncompounded annual cash return of 10% (Class A priority
return) of their adjusted capital contributions;
Second, to the Class B Limited Partners until they have received a
cumulative noncompounded annual cash return of 10% (Class B priority
return) of their adjusted capital contributions;
Third, to the General Partner to the extent that taxable income for the
fiscal year is allocated to the General Partner; and
Fourth, to the Class A Limited Partners and to the Class B Limited
Partners an amount equal to 99% and 1%, respectively, of the balance, if
any, remaining.
Taxable income or loss from operations will be allocated 98.01% to the Class A
Limited Partners, .99% to the Class B Limited Partners and 1% to the General
Partner.
All excess proceeds from sales and debt refinancings generally will be
distributed in the following order:
First, to the Class A Limited Partners until their adjusted capital
contributions are reduced to zero;
Second, to the Class B Limited Partners until their adjusted capital
contributions are reduced to zero;
Third, to the Class A Limited Partners for any unpaid priority return of
cash distributions of operating cash flows;
Fourth, to the Class B Limited Partners for any unpaid priority return of
cash distributions of operating cash flows;
Fifth, to the General Partner until its original capital contribution is
reduced to zero; and
The balance, if any, 74.25% to the Class A Limited Partners, .75% to the
Class B Limited Partners and 25% to the General Partner.
As of December 31, 1997, the Partnership had an undeclared distribution
arrearage of approximately $5,435,000 or $6.39 per Class A unit and
approximately $71,000 or $8.25 per Class B unit of the cumulative annual 10%
cash returns.
NOTE C - MORTGAGE NOTES PAYABLE
The principle terms of the mortgage notes payable are as follows (in thousands):
Principal Monthly
Balance At Principal Stated Balance
December 31, and Interest Interest Maturity Due At
Property 1997 Payment Rate Date Maturity
Gateway Plaza $ 5,363 $ 51 9.25% 01/01/08 $3,498
Highpoint Village 6,293 60 9.25% 10/01/08 3,770
Total $11,656 $111
The mortgage notes payable are cross-collateralized and cross-defaulted and are
secured by the properties and by a pledge of the revenues from the respective
properties.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1997, are as follows (in thousands):
1998 $ 263
1999 288
2000 316
2001 346
2002 380
Thereafter 10,063
$11,656
NOTE D - OPERATING LEASES
Tenants are responsible for their own utilities, maintenance of their space, and
payment of their proportionate share of common area maintenance, utilities,
insurance and real estate taxes. Real estate taxes, insurance, and common area
maintenance expenses are paid directly by the Partnership. The Partnership is
then reimbursed by the tenants for their proportionate share. The expenses paid
by the Partnership are included in the accompanying statements of operations as
property taxes and operating expenses.
The future minimum rental payments to be received under operating leases that
have initial or remaining noncancellable lease terms in excess of one year as of
December 31, 1997, are as follows (in thousands):
1998 $ 1,463
1999 1,351
2000 1,223
2001 1,080
2002 1,044
Thereafter 7,559
$13,720
Three anchor tenants represent $11,823,000 of the above minimum future rentals
under leases expiring in 2008, 2010 and 2016.
NOTE E - MAJOR TENANTS
Rent from tenants (excluding tenant reimbursements) representing at least 10% of
rental income were as follows (in thousands):
1997 1996
Amount Percent Amount Percent
Wal-Mart Stores $ 452 25% $ 452 25%
Kroger 345 19% 345 19%
NOTE F - INCOME TAXES
The Partnership is classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except unit data):
1997 1996
Net loss as reported $ (279) $ (209)
Add (deduct):
Depreciation differences (29) (28)
Unearned income 30 3
Miscellaneous (4) 28
Federal taxable loss $ (282) $ (206)
Federal taxable loss per Class A
limited partnership unit $ (.30) $ (.24)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $ 131
Land and buildings 1,872
Accumulated depreciation (94)
Syndication costs 831
Other 60
Net assets - Federal tax basis $ 2,800
NOTE G - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
affiliates of the Managing General Partner in 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in
operating expenses) $53 $54
Reimbursement for services of affiliates
(included in general and administrative
expenses) 25 26
Additionally, the Partnership paid approximately $19,000 and $7,000 during the
years ended December 31, 1997 and 1996, respectively, to an affiliate of the
Managing General Partner for lease commissions related to new leases of the
Partnership's commercial properties. These lease commissions are included in
other assets and are amortized over the terms of the respective leases.
For the period from January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(in thousands)
Initial Cost
To Partnership
Net Costs
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Gateway Plaza $ 5,363 $1,021 $ 6,591 (1,438)
Highpoint Village 6,293 721 7,848 (306)
Totals $11,656 $1,742 $14,439 $ (1,744)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Gateway Plaza $ 835 $ 5,339 $ 6,174 $ 1,606 09/22/89 3-31.5
Highpoint Village 690 7,573 8,263 1,986 09/22/89 5-31.5
Totals $1,525 $ 12,912 $14,437 $ 3,592
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
1997 1996
Investment Properties
Balance at beginning of year $14,433 $14,426
Property improvements 4 7
Balance at end of year $14,437 $14,433
Accumulated Depreciation
Balance at beginning of year $ 3,166 $ 2,740
Additions charged to expense 426 426
Balance at end of year $ 3,592 $ 3,166
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $16,309,000 and $16,305,000, respectively. The
accumulated depreciation balance for Federal income tax purposes at December 31,
1997 and 1996, is $3,686,000 and $3,231,000, respectively.
NOTE I - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Partnership has no officers or directors. The Managing General Partner
manages and controls the Partnership and has general responsibility and
authority in all matters affecting its business.
The names and ages of the directors and executive officers of 104 Management,
Inc., the Partnership's Managing General Partner, their ages and the nature of
all positions with 104 Management, Inc. presently held by them are set forth
below. There are no family relationships between or among any officers and
directors.
Name Age Position
Carroll D. Vinson 57 President and Director
William H. Jarrard, Jr. 51 Vice President
Robert D. Long, Jr. 30 Vice President and Chief
Accounting Officer
Daniel M. LeBey 32 Secretary
Kelley M. Buechler 40 Assistant Secretary
Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement, L.P. ("MAE")and
subsidiaries since August of 1994. MAE is an affiliate of Insignia Financial
Group, Inc. ("Insignia"). He has acted as Chief Operating Officer of Insignia
Properties Trust ("IPT"), an affiliate of Insignia, since May 1997. During 1993
to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA
firm) and engaged in various other investment and consulting activities which
included portfolio acquisitions, asset dispositions, debt restructurings and
financial reporting. Briefly, in early 1993, Mr. Vinson served as President and
Chief Executive Officer of Angeles Corporation, a real estate investment firm.
From 1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director - President during 1991.
William H. Jarrard, Jr. has been Vice President of the Managing General Partner
since December 1992. He has acted as Senior Vice President of IPT since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management of
Insignia from July 1994 until January 1996.
Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the
Managing General Partner since August 1994. Mr. Long joined MAE in September
1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of
the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining MAE
in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of
Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.
Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July
1996 he has also served as Insignia's Associate General Counsel. From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation was paid by the Partnership to any director or
officer of the Managing General Partner for the year ended December 31, 1997.
The Partnership has no plans to pay any such remuneration to any director or
officer of the Managing General Partner in the future. However, reimbursements
and other payments have been made to the Partnership's Managing General Partner
and its affiliates, as described in "Item 12. Certain Relationships and Related
Transactions" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1998, there were 850,900 Limited Partnership Units ("Units")
and 8,600 units of Class B Limited Partnership Interest ("Subordinated
Interest") issued and outstanding. The following table sets forth certain
information, as of January 1, 1998, with respect to the ownership of Units and
units of Subordinated Interest by: (i) any person or group who is known to the
Partnership to be the beneficial owner of more than 5% of either the Units or
units of Subordinated Interest; (ii) the directors and officers of the Managing
General Partner, naming them; and (iii) the directors and officers of the
Managing General Partner as a group.
Units of Subordinated
Name and Address Units (1) Interest (1)
or Group Amount Percent Amount Percent
Insignia Brunner L.P. -- -- 8,600 100%
One Insignia Financial Plaza
Greenville, SC 29602
Hamilton National Life 106,383(2) 12.5% -- --
Insurance Company
of America
32991 Hamilton Court/Ste 100
Farmington Hills,
Michigan 48334-3305
Cosmo Plastics Company 50,000 5.9% -- --
30201 Aurora Road
Cleveland, OH 44139
The Ohio Company 42,950 (3) 5.05% -- --
155 East Broad Street
Columbus, OH 43215
All directors and officers -- -- -- --
of the Managing General
Partner (5 persons) as a group
(1) The Limited Partners have no right or authority to participate in the
management or control of the Partnership or its business. However,
Limited Partners do have limited rights to approve or disapprove certain
fundamental Partnership matters as provided in "Article 7" of the
Partnership Agreement. Transfer of Units are subject to certain
restrictions set forth in "Article 9" of the Partnership Agreement.
(2) To the best knowledge of the Partnership, these Units are held with sole
voting and investment power (see Note (1) above).
(3) These units are held by The Ohio Company as custodian under 76 separate
custodial agreements. No single such custodial account holds more than 5%
of the outstanding units.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The partnership agreement provides for payments to
affiliates for services and for reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
The following payments were made to affiliates of the Managing General Partner
in 1997 and 1996 (in thousands):
1997 1996
Property management fees $53 $54
Reimbursement for services of affiliates 25 26
Additionally, the Partnership paid approximately $19,000 and $7,000 during the
years ended December 31, 1997 and 1996, respectively, to an affiliate of the
Managing General Partner for lease commissions related to new leases of the
Partnership's commercial properties. These lease commissions are included in
other assets and amortized over the term of the respective leases.
For the period from January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
The General Partner did not receive cash distributions from or with respect to
the fiscal years ended December 31, 1997 and 1996.
If the Partnership requires additional funds, the General Partner or its
affiliates may, but are not obligated to, lend funds to the Partnership. Any
such loan and any disposition, re-negotiation or other subsequent transaction
involving such loan, shall be made only upon receipt from an independent and
qualified advisor of an opinion letter to the effect that such proposed loan or
disposition, re-negotiation or subsequent transaction is fair and at least as
favorable to the Partnership as a loan to an unaffiliated borrower in similar
circumstances. The advisor's compensation must be paid by the General Partner
and is not reimbursable by the Partnership. No such loan has yet been made by
the General Partner.
A commission of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale of each of the Retail Centers, if it performs
substantial services in connection with the sale. Any such commission paid to
the Brunner Management Limited Partnership will be subordinated to the Limited
Partners' priority distributions. Total commissions paid will not exceed those
reasonable, customary and competitive in light of the size and location of the
Retail Center sold.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1997: None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRUNNER COMPANIES INCOME PROPERTIES L.P. III,
A Delaware Limited Partnership
By: Brunner Management Limited Partnership
Its General Partner
By: 104 Management, Inc.
Its Managing General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 23, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/ Carroll D. Vinson President and Date: March 23, 1998
Carroll D. Vinson Director
/s/ Robert D. Long, Jr. Vice President and Date: March 23, 1998
Robert D. Long, Jr. Chief Accounting
Officer
INDEX OF EXHIBITS
Exhibit No.
3.1 Partnership Agreement of Brunner Companies Income Properties
L.P. III (the "Partnership"); [included as Exhibit B to the
Prospectus of Registrant dated May 12, 1989 contained in
Registration Statement No. 33-27407 of Registrant filed May
12, 1989 (the "Prospectus") and incorporated herein by
reference.]
3.2 Certificate of Limited Partnership for the Partnership;
incorporated by reference to Exhibit 3.2 to Registration
Statement No. 33-27407 on Form S-11
4.1 Form of Unitholder Certificate for the Partnership;
incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-27407 on Form S-11
4.2 Form of Subordinated Interest Certificate for the Partnership;
incorporated by reference to Exhibit 4.2 to Registration
Statement No. 33-27407 on Form S-11
10.1 Purchase Agreement for Gateway Plaza; incorporated by
reference to Exhibit 19.3 to Form 10-Q for the fiscal quarter
ended September 30, 1989
10.2 First Amendment to Real Property Purchase Agreement for
Gateway Plaza, dated September 22, 1989 between Tennessee &
Associates - IV ("T&A-IV") and the Partnership; incorporated
by reference to Exhibit 10.4 to Form 10-K for fiscal year
ended December 31, 1989
10.3 Second Amendment to Real Property Purchase Agreement for
Gateway Plaza, dated March 23, 1990, between T&A-IV and the
Partnership; incorporated by reference to Exhibit 10.5 to Form
10-K for fiscal year ended December 31, 1989
10.4 Purchase Agreement for Highpoint Village; incorporated by
reference to Exhibit 19.4 to Form 10-Q for the fiscal quarter
ended September 30, 1989
10.5 First Amendment to Real Property Purchase Agreement for
Highpoint Village, dated September 22, 1989, between Tennessee
& Associates-VII ("T&A-VII") and the Partnership; incorporated
by reference to Exhibit 10.7 to Form 10-K for fiscal year
ended December 31, 1989
10.6 Second Amendment to Real Property Purchase Agreement for
Highpoint Village, dated March 23, 1990 between T&A-VII and
the Partnership; incorporated by reference to Exhibit 10.8 to
Form 10-K for fiscal year ended December 31, 1989
10.7 Gateway Plaza Lease with Wal-Mart Stores, Inc.; incorporated
by reference to Exhibit 10.15 to Registration Statement No.
33-27407 on Form S-11
10.8 Gateway Plaza Lease with J.C. Penny Company, Inc.,
incorporated by reference to Exhibit 10.16 to Registration
Statement No. 33-27407 on Form S-11
10.9 Gateway Plaza Lease with Food Lion, Inc.; incorporated by
reference to Exhibit 10.17 to Registration Statement No. 33-
27407 on Form S-11
10.10 Highpoint Village Lease with Wal-Mart Stores, Inc.;
incorporated by reference to Exhibit 10.18 to Registration
Statement No. 33-27407 on Form S-11
10.11 Second Amendment to Highpoint Village Lease with Wal-Mart
Stores, Inc.; incorporated by reference to Exhibit 10.27 to
Form 10-K for fiscal year ended December 31, 1989
10.12 Highpoint Village Lease with The Kroger Co.; incorporated by
reference to Exhibit 10.20 to Registration Statement No. 33-
27407 on Form S-11
10.13 Promissory Note for $5,850,000 secured by a Mortgage on
Gateway Plaza, with Commonwealth Life Insurance Company as
Payee, incorporated by reference to Exhibit 19.26 to Form 10-Q
for the fiscal quarter ended September 30, 1989
10.14 Promissory Note for $6,600,000 secured by a Mortgage on
Highpoint Village, with Commonwealth Life Insurance Company as
Payee; incorporated by reference to Exhibit 19.27 to Form 10-Q
for the fiscal quarter ended September 30, 1989
10.15 Mortgage, Assignment of Rents and Security Agreement for
Gateway Plaza to Commonwealth Life Insurance Company;
incorporated by reference to Exhibit 19.28 to Form 10-Q for
the fiscal quarter ended September 30, 1989
10.16 Mortgage, Assignment of Rents and Security Agreement for
Highpoint Village to Commonwealth Insurance Company;
incorporated by reference to Exhibit 19.29 to Form 10-Q for
the fiscal quarter ended September 30, 1989
10.17 Assignment of Rents and Leases for Gateway Plaza to
Commonwealth Insurance Company; incorporated by reference
Exhibit 19.30 to Form 10-Q for the fiscal quarter ended
September 30, 1989
10.18 Assignment of Rents and Leases for Highpoint Village to
Commonwealth Insurance Company; incorporated by reference to
Exhibit 19.31 to Form 10-Q for the fiscal quarter ended
September 30, 1989
10.19 Modification of Promissory Note, Mortgage and Security
Agreement and Security Documents for Gateway Plaza between
T&A-IV and Fleet National Bank, dated May 12, 1989;
incorporated by reference to Exhibit 19.36 to Form 10-Q for
the fiscal quarter ended September 30, 1989
10.20 Advisory Agreement made as of September 1, 1991 between
Brunner Companies Income Properties L.P. III and Insignia GP
Corporation and Insignia Financial Group, Inc. by reference to
Form 10-Q for fiscal quarter ended September 30, 1991
10.21 First Amendment to Advisory Agreement changing effective date
from September 1, 1991 to October 1, 1991 by reference to Form
10-Q for the fiscal quarter ended September 30, 1991
10.22 Transfer Agent Agreement between Brunner Companies Income
Properties L.P. III and Insignia GP Corporation incorporated
by reference to exhibit 10.105 to Form 10-K for fiscal year
ended December 31, 1991
10.23 Property Management Agreement for Highpoint Village
incorporated by reference to exhibit 10.106 to Form 10-K for
fiscal year ended December 31, 1991
10.24 Property Management Agreement for Gateway Plaza incorporated
by reference to exhibit 10.107 to Form 10-K for fiscal year
ended December 31, 1991
10.25 Closing Agreement dated October 16, 1992 showing the
acquisition of a majority of the outstanding stock of 104
Management, Inc. by IBGP, Inc. incorporated by reference to
exhibit 2 to Form 8-K dated March 5, 1993
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Brunner
Companies Income Properties L.P. III 1997 Year-End 10-KSB and is qualified
in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000847319
<NAME> BRUNNER COMPANIES INCOME PROPERTIES L.P. III
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 837
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,437
<DEPRECIATION> 3,592
<TOTAL-ASSETS> 12,032
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,656
0
0
<COMMON> 0
<OTHER-SE> 131
<TOTAL-LIABILITY-AND-EQUITY> 12,032
<SALES> 0
<TOTAL-REVENUES> 1,815
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,094
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,092
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (279)
<EPS-PRIMARY> (.32)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
