FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1997
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from.........to.........
Commission file number 0-14187
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(Exact name of registrant as specified in its charter)
California 94-2940208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(864) 239-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
BALANCE SHEET
(in thousands, except unit data)
September 30, December 31,
1997 1996
(Unaudited) (Note)
Assets
Cash and cash equivalents:
Unrestricted $ 11,527 $ 15,813
Restricted - tenant security deposits 469 432
Accounts receivable 100 416
Investments 105 109
Escrows for taxes and insurance 568 347
Restricted escrows 2,078 2,174
Other assets 1,020 1,059
Investment properties:
Land 12,371 12,371
Building and related personal property 50,563 49,450
62,934 61,821
Less accumulated depreciation (14,749) (12,634)
48,185 49,187
$ 64,052 $ 69,537
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 349 $ 580
Tenant security deposits 470 434
Accrued property taxes 477 183
Other liabilities 432 519
Mortgage notes payable 30,525 30,525
32,253 32,241
Partners' Capital (Deficit)
General partner's (436) (443)
Limited partners'(383,033 units outstanding) 32,235 37,739
31,799 37,296
$ 64,052 $ 69,537
<FN>
Note: The balance sheet at December 31, 1996, has been derived from the audited
financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Financial Statements
<FN>
b) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
Revenues:
Rental income $ 3,524 $ 3,370 $10,329 $ 9,602
Other income 331 240 1,050 690
Gain on casualty event -- -- 16 --
Total revenues 3,855 3,610 11,395 10,292
Expenses:
Operating 1,126 1,121 3,395 3,326
General and administrative 138 131 399 452
Maintenance 621 1,028 1,562 1,987
Depreciation 733 692 2,127 2,028
Interest 579 366 1,737 1,098
Property taxes 224 242 667 669
Total expenses 3,421 3,580 9,887 9,560
Net income $ 434 $ 30 $ 1,508 $ 732
Net income allocated
to general partner's (1%) $ 4 $ -- $ 15 $ 7
Net income allocated
to limited partners' (99%) 430 30 1,493 725
$ 434 $ 30 $ 1,508 $ 732
Net income per limited
partnership unit $ 1.12 $ .08 $ 3.90 $ 1.89
<FN>
See Accompanying Notes to Financial Statements
</FN>
c) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 383,033 $ 1 $95,758 $95,759
Partners' (deficit) capital at
December 31, 1995 383,033 $ (407) $43,868 $43,461
Distributions to partners -- (48) (7,270) (7,318)
Net income for the nine months
ended September 30, 1996 -- 7 725 732
Partners' (deficit) capital
at September 30, 1996 383,033 $ (448) $37,323 $36,875
Partners' (deficit) capital
at December 31, 1996 383,033 $ (443) $37,739 $37,296
Distributions to partners -- (8) (6,997) (7,005)
Net income for the nine months
ended September 30, 1997 -- 15 1,493 1,508
Partners' (deficit) capital at
September 30, 1997 383,033 $ (436) $32,235 $31,799
<FN>
See Accompanying Notes to Financial Statements
</FN>
d) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net income $ 1,508 $ 732
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 2,127 2,028
Amortization of lease commissions and
loan costs 107 41
Gain on casualty event (16) --
Loss on disposal of property 41 102
Change in accounts:
Restricted cash (37) 1
Accounts receivable 316 112
Escrows for taxes and insurance (221) (344)
Other assets (66) 29
Accounts payable (231) (358)
Tenant security deposit liabilities 36 17
Accrued property taxes 294 307
Other liabilities (87) 122
Net cash provided by operating activities 3,771 2,789
Cash flows from investing activities:
Property improvements and replacements (1,166) (1,048)
Deposits to restricted escrows (313) (24)
Receipts from restricted escrows 409 300
Cash received from borrower on foreclosed property -- 74
Insurance proceeds from casualty event 16 --
Dividends received 4 --
Net cash used in investing activities (1,050) (698)
Cash flows from financing activities:
Payments on mortgage notes payable -- (139)
Loan costs paid (2) (107)
Distributions to partners (7,005) (7,318)
Net cash used in financing activities (7,007) (7,564)
Net decrease in unrestricted cash and cash equivalents (4,286) (5,473)
Unrestricted cash and cash equivalents at beginning
of period 15,813 9,871
Unrestricted cash and cash equivalents at end
of period $11,527 $ 4,398
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,647 $ 1,039
<FN>
See Accompanying Notes to Financial Statements
</FN>
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOW (CONTINUED)
(Unaudited)
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Acquisition
On February 14, 1996, Consolidated Capital Institutional Properties/3 foreclosed
on South City Business Center, the investment property collateralizing the note
receivable between Consolidated Capital Institutional Properties/3 and Lincoln
South City Business Center Limited Partnership. As of September 30, 1996, in
connection with this transaction, the following accounts had been adjusted by
the amounts noted (in thousands):
Accounts receivable $ 15
Security deposit liability (72)
Investment properties 4,383
Notes receivable (4,400)
No gain or loss was recorded upon the foreclosure due to the carrying value of
the note receivable being adjusted to the value of the underlying collateral
during 1995.
See Accompanying Notes to Financial Statements
e) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Consolidated Capital
Institutional Properties/3 (the "Partnership") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of ConCap Equities, Inc. (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 1997, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1997. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-K for the fiscal year ended December
31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - INVESTMENT PROPERTY ACQUIRED
During 1995, the debtor stopped making note payments on the note secured by the
South City Business Center. An affiliate of the General Partner was appointed
receiver in September 1995, and the foreclosure proceedings were completed on
February 14, 1996, at which time the Partnership assumed operations at the
property. The estimated net realizable value at the time of acquisition was
$4,400,000 including cash of $74,000, accounts receivable of $15,000, a security
deposit liability of $72,000 which the Partnership received along with the South
City investment property of approximately $4,383,000.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has paid property management fees based on collected gross
rental revenues for property management services in each of the nine month
periods ended September 30, 1997 and 1996. Property management fees of
approximately $548,000 and $484,000 were paid to affiliates of the General
Partner for the nine months ending September 30, 1997 and 1996, respectively.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with administration of
Partnership activities. Reimbursements for services of affiliates of
approximately $270,000 and $295,000 were paid to the General Partner and
affiliates for the nine months ended September 30, 1997 and 1996.
For the period of January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner. An affiliate of the 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 General Partner
who received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.
NOTE D - COMMITMENT
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined in the Partnership Agreement. Cash, tenant security deposits and
investments, totaling approximately $12,101,000 were greater than the reserve
requirement of approximately $3,631,000 at September 30, 1997.
NOTE E - DISTRIBUTIONS
The Partnership made distributions of cash generated from operations of
approximately $838,000 and $4,821,000 for the nine months ended September 30,
1997 and 1996, respectively. The Partnership also made distributions of cash
from surplus funds of approximately $6,161,000 and $2,497,000 for the nine
months ended September 30, 1997 and 1996, respectively. In addition, during
October 1997, the Partnership distributed approximately $1,593,000 from
operations and $5,408,000 from surplus funds.
In April of 1997, the Partnership paid state withholding taxes of $6,000 for
non-resident limited partners. This payment is reflected as a distribution to
the limited partners.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Partnership's investment properties consist of eight apartment complexes and
two commercial properties. The following table sets forth the average occupancy
of the properties for each of the nine months ended September 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Cedar Rim Apartments
Renton, Washington 94% 93%
City Heights Apartments
Seattle, Washington 96% 95%
Corporate Center Office Complex
Tampa, Florida 99% 94%
Hidden Cove by the Lake Apartments
Belleville, Michigan 92% 93%
Lamplighter Park Apartments
Belleview, Washington 95% 97%
Park Capitol Apartments
Salt Lake City, Utah 97% 98%
Sandpiper Apartments
St. Petersburg, Florida 96% 89%
South City Business Center
Chula Vista, California 90% 86%
Tamarac Village Apartments
Denver, Colorado 94% 94%
Williamsburg Manor Apartments
Cary, North Carolina 97% 94%
The General Partner attributes the increase in occupancy at Corporate Center to
current tenant expansions and several new tenants in previously vacant units.
The occupancy increase at Williamsburg Manor and Sandpiper is due to interior
and exterior renovations and improved market conditions. South City Business
Center's occupancy increase is due to a stronger local market in 1997.
The Partnership realized net income of approximately $1,508,000 for the nine
months ended September 30, 1997 compared to approximately $732,000 for the nine
months ended September 30, 1996. Net income for the three months ended
September 30, 1997 was approximately $434,000 compared to approximately $30,000
for the three months ended September 30, 1996. The increase in net income for
the three and nine month periods ended September 30, 1997 is primarily
attributable to increased rental income resulting from improved occupancy and
increased rental rates at several properties. In addition, other income
increased as a result of increased tenant charges at various properties as well
as greater interest income earned on increased cash balances. Total revenues
were positively affected by South City's revenue for the full nine months ended
September 30, 1997 compared to the period from February 14, 1996, the date of
South City's acquisition, to September 30, 1996. Also contributing to the
increase in net income for the nine month period was a casualty gain of $16,000
relating to fire damage at Hidden Cove by the Lake Apartments. General and
administrative expenses decreased for the nine months ended September 30, 1997,
due to a decrease in professional fees and expense reimbursements. Also
contributing to the increase in net income is a decrease in maintenance expense.
Included in maintenance expenses for the nine months ended September 30, 1997 is
approximately $457,000 of major repairs and maintenance compared to
approximately $1,039,000 for the nine months ended September 30, 1996. The
decrease in major repairs and maintenance is due to various rehabilitation
projects in 1996 at Williamsburg Manor, Lamplighter, Cedar Rim, and City
Heights. At Williamsburg Manor, exterior renovation involving siding, gutter
and shutter repairs, as well as exterior painting, accounted for approximately
$203,000 of the maintenance expenses. At Lamplighter, approximately $104,000 was
spent on exterior painting. At Cedar Rim, 1996 expenditures included an
exterior building rehabilitation project of approximately $118,000 for repairs
to exterior lighting, balconies, and siding and parking lot repairs of
approximately $30,000. At City Heights, $91,000 was spent on exterior painting.
Partially offsetting these changes was an increase in interest expense. The
increase in interest expense is due primarily to the refinancing of Tamarac
Village and Lamplighter Park and new debt on Hidden Cove, Cedar Rim and City
Heights, whose debt balances increased approximately $12,500,000 in November of
1996.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At September 30, 1997, the Partnership held cash and cash equivalents of
$11,527,000 compared to $4,398,000 at September 30, 1996. Net cash provided by
operating activities increased primarily due to increased rental revenues and
interest income, and decreased maintenance expense partially offset by increased
interest payments, as discussed above. Net cash used in investing activities
increased due to the funding of restricted escrows required by the November 1996
refinancings. Net cash used in financing activities decreased due to decreased
distributions to partners during the nine months ended September 30, 1997
compared to 1996. During October 1997, the Partnership distributed an
additional $7,001,000 to the partners.
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 various 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 notes payable of approximately $30,525,000 have maturity dates ranging from
2003 to 2005, at which time the individual properties will be refinanced or
sold. The mortgage notes payable are nonrecourse and are secured by pledges of
the respective properties. All notes require prepayment penalties if repaid
prior to maturity and prohibit resale of the properties subject to existing
indebtedness. Distributions of approximately $7,005,000 and $7,318,000 were
made to the partners during the nine months ended September 30, 1997 and 1996,
respectively. Future cash distributions will depend on the levels of net cash
generated from operations or property sales, if any, and the availability of
cash reserves.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1997.
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.
CONSOLIDATED CAPITAL INSTITUTIONAL
PROPERTIES/3
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: November 13, 1997