FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. 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, 1999
[ ] TRANSITION REPORT PURSUANT TO 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.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (zip code)
(864) 239-1000
(Registrant's telephone number)
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 SHEETS
(in thousands, except unit data)
September 30 December 31
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 12,117 $ 14,189
Receivables and deposits 913 1,266
Restricted escrows 1,337 1,440
Other assets 745 753
Investment properties:
Land 8,641 11,428
Buildings and related personal property 43,985 48,210
52,626 59,638
Less accumulated depreciation (16,454) (16,507)
36,172 43,131
Investment in discontinued operations 2,200 --
$ 53,484 $ 60,779
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 485 $ 161
Due to general partner -- 465
Tenant security deposit liabilities 284 435
Accrued property taxes 359 254
Other liabilities 522 411
Distribution payable 6,900 --
Mortgage notes payable 27,925 27,925
36,475 29,651
Partners' (Deficit) Capital
General partner (671) (530)
Limited partners (383,033 units outstanding) 17,680 31,658
17,009 31,128
$ 53,484 $ 60,779
Note:The balance sheet at December 31, 1998, 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
b)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 3,041 $ 3,202 $ 8,987 $ 9,552
Other income 285 316 739 864
Total revenues 3,326 3,518 9,726 10,416
Expenses:
Operating 1,138 1,407 3,467 3,998
General and administrative 154 138 477 460
Depreciation 715 697 1,991 1,964
Interest 523 578 1,571 1,736
Property taxes 162 184 498 529
Total expenses 2,692 3,004 8,004 8,687
Income before discontinued operations 634 514 1,722 1,729
Income from discontinued operations 11 121 176 352
Gain on sale of discontinued operations 2 -- 2,302 --
Net income $ 647 $ 635 $ 4,200 $ 2,081
Net income allocated to general
partner (1%) $ 6 $ 6 $ 42 $ 21
Net income allocated to limited
partners (99%) 641 629 4,158 2,060
$ 647 $ 635 $ 4,200 $ 2,081
Per limited partnership unit:
Income before discontinued operations $ 1.64 $ 1.33 $ 4.45 $ 4.47
Income from discontinued operations 0.03 0.31 0.46 0.91
Gain on sale of discontinued
operations -- -- 5.95 --
Net income $ 1.67 $ 1.64 $ 10.86 $ 5.38
Distributions per limited partnership
unit $ 21.76 $ -- $ 47.35 $ --
See Accompanying Notes to Financial Statements
c)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CHANGES IN (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 383,033 $ 1 $ 95,758 $ 95,759
Partners' (deficit) capital
at December 31, 1997 383,033 (589) 25,814 25,225
Net income for the nine months
ended September 30, 1998 -- 21 2,060 2,081
Partners' (deficit) capital
at September 30, 1998 383,033 $ (568) $ 27,874 $ 27,306
Partners' (deficit) capital
at December 31, 1998 383,033 $ (530) $ 31,658 $ 31,128
Distributions to partners -- (183) (18,136) (18,319)
Net income for the nine months
ended September 30, 1999 -- 42 4,158 4,200
Partners' (deficit) capital at
September 30, 1999 383,033 $ (671) $ 17,680 $ 17,009
See Accompanying Notes to Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 4,200 $ 2,081
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,991 2,193
Amortization of lease commissions and loan costs 67 118
Gain on sale of discontinued operations (2,302) --
Loss on disposal of property 97 58
Change in accounts:
Receivables and deposits 64 (225)
Other assets (198) (3)
Investment in discontinued operations 319 --
Accounts payable 334 33
Due to affiliate (465) --
Tenant security deposit liabilities (14) 10
Accrued property taxes 105 247
Other liabilities 27 (13)
Net cash provided by operating activities 4,225 4,499
Cash flows used in investing activities:
Property improvements and replacements (1,360) (1,181)
Net receipts from restricted escrows 103 490
Proceeds from sale of investment property 6,575 --
Proceeds from sale of investment -- 100
Net cash provided by (used in) investing
activities 5,318 (591)
Cash flows used in financing activities:
Distributions to partners (11,419) --
Net (decrease) increase in cash and cash equivalents (1,876) 3,908
Cash and cash equivalents at beginning of period 13,993 5,054
Cash and cash equivalents at end of period $ 12,117 $ 8,962
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,504 $ 1,647
Supplemental disclosure of non-cash financing activity:
Distribution payable $ 6,900 $ --
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" or "Registrant") 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, 1999, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1999. 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, 1998.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. ("Insignia") and Insignia
Properties Trust merged into Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust, with AIMCO being the
surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100%
ownership interest in the General Partner. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and/or
its affiliates for the management and administration of all Partnership
activities. The limited partnership agreement ("Partnership Agreement")
provides for payments to affiliates for property management services based on a
percentage of revenue. The Partnership Agreement also provides for
reimbursement to the General Partner and its affiliates for costs incurred in
connection with the administration of Partnership activities.
The following amounts were paid or accrued to the General Partner and affiliates
during each of the nine month periods ending September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $479 $576
Reimbursements for services of affiliates (included in
investment properties, general and administrative
expenses, and operating expenses) 257 297
Real estate brokerage commissions (included in gain on
sale of investment property) 209 --
During the nine months ended September 30, 1999 and 1998, affiliates of the
General Partner were entitled to receive 5% of gross receipts from all the
Partnership's residential properties as compensation for providing property
management services. The Partnership paid to such affiliates approximately
$479,000 and $506,000 for management fees for the nine months ended September
30, 1999 and 1998, respectively. For the nine months ended September 30, 1998,
affiliates of the General Partner were entitled to receive varying percentages
of gross receipts from all of the Partnership's commercial properties for
providing property management services. The Partnership paid to such affiliates
approximately $70,000 for the nine months ended September 30, 1998. Effective
October 1, 1998 (the effective date of the Insignia Merger (See "Note B -
Transfer of Control") these services for the commercial properties were
provided by an unrelated party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $257,000 and $297,000 for the
nine month periods ended September 30, 1999 and 1998, respectively. Included in
these expenses is approximately $11,000 and $34,000, respectively, in
reimbursements for construction oversight costs.
For acting as real estate broker in connection with the sale of South City
Business Center, the General Partner was paid a real estate commission of
approximately $209,000 during the nine months ended September 30, 1999. (See
"Note G - Sale of Investment Property" for additional information about the
sale.) For acting as real estate broker in connection with the sale of City
Heights in November 1998, the General Partner earned a real estate commission of
approximately $465,000. The commission was accrued at December 31, 1998, and
was paid during the first quarter of 1999.
Additionally, the Partnership paid approximately $41,000 during the nine months
ended September 30, 1998, to an affiliate of the General Partner for lease
commissions at the Partnership's commercial properties. These lease commissions
are included in other assets and are amortized over the terms of the respective
leases. Effective October 1, 1998, lease commissions were paid to an unrelated
party.
During the first quarter of 1998, an affiliate of the General Partner acquired
an additional 47,865.5 units (approximately 12.50% of the total outstanding
units) in the Partnership as a result of a tender offer commenced in December
1997. During July 1998, an affiliate of the General Partner ("the Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 125,000 of the outstanding units of
limited partnership interest in the Partnership at $100 per unit, net to the
seller in cash. The Purchaser acquired 28,039.30 units (approximately 7.32% of
the total outstanding units) pursuant to this tender offer.
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 116,252.03 (approximately 30.35% of
the total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $134 per unit. The offer expired on July
30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 12,819.90
units. As a result, AIMCO and its affiliates currently own 147,026.30 units of
limited partnership interest in the Partnership representing approximately
38.38% of the total outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Note I - Legal Proceedings").
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. In the event expenditures are made
from this reserve, operating revenue shall be allocated to such reserve to the
extent necessary to maintain the foregoing level. Reserves, including cash and
securities available for sale, totaling approximately $12.1 million were greater
than the reserve requirement of approximately $2.7 million at September 30,
1999.
NOTE E - DISTRIBUTION
The Partnership paid distributions of cash generated from operations of
approximately $5,632,000 (approximately $5,576,000 to the limited partners or
$14.56 per limited partnership unit) and approximately $5,787,000 (approximately
$5,729,000 to the limited partners or $14.96 per limited partnership unit) from
surplus funds during the nine months ended September 30, 1999. Subsequent to
September 30, 1999, the General Partner paid a distribution from operations of
approximately $326,000 (approximately $323,000 to the limited partners or $0.84
per limited partnership unit) and approximately $6,574,000 (approximately
$6,508,000 to the limited partners or $16.99 per limited partnership unit) from
the sale proceeds from South City Business Center, both of which were approved
and accrued during the nine months ended September 30, 1999. The Partnership
did not make any distributions to its partners during the nine months ended
September 30, 1998.
NOTE F - CASUALTY EVENTS
In June 1998, a fire occurred at Hidden Cove by the Lake Apartments, which
caused major damage to three units in one building of the complex, and as a
result, the building and its related accumulated depreciation were written off.
The restoration was completed early in 1999. No loss was recognized related to
the fire as the casualty is covered by insurance and the proceeds are expected
to equal or exceed the net book value of the destroyed units. An ice storm
occurred at Hidden Cove by the Lake Apartments in January 1999 which damaged 52
units. As of September 30, 1999, the loss and expenditures associated with this
casualty have been offset by insurance proceeds. The Partnership has recognized
a loss related to the write off of undepreciated roofs that were damaged by the
ice storm. The financial impact may change in future months depending on final
negotiations with the insurance company.
During the fourth quarter of 1998 there was a hail storm at Tamarac Village
which caused roof damage to the buildings. The damage was repaired during 1999.
No loss was recognized related to the hail storm damage as the expenditures have
been offset by insurance proceeds.
NOTE G - SALE OF INVESTMENT PROPERTY
In June 1999, South City Business Center, located in Chula Vista, California,
was sold to an unaffiliated party for $6,962,000. After payment of closing
expenses, the net sales proceeds received by the Partnership were approximately
$6,575,000. For financial statement purposes, the sale resulted in a gain of
approximately $2,302,000.
NOTE H - SEGMENT REPORTING
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of seven apartment complexes in Colorado, Florida, Michigan, North Carolina,
Utah and Washington (2). The Partnership rents apartment units to tenants for
terms that are typically twelve months or less. The commercial property segment
consisted of a business park located in Florida. This property leased space to
a variety of businesses at terms ranging from month to month to five years. On
October 4, 1999, the final commercial property held by the Partnership was sold
to an unrelated party. Therefore, the commerical segment is reflected as
discontinued operations (see "Note J - Subsequent Event" for further discussion
regarding this sale).
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those described in the
Partnership's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
The Partnership's reportable segments are investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the nine months ended September 30, 1999 and 1998 is
shown in the tables below. The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segments (in thousands).
1999 Residential Commercial Other Totals
(discontinued)
Rental income $ 8,987 $ -- $ -- $ 8,987
Other income 564 -- 175 739
Interest expense 1,571 -- -- 1,571
Depreciation 1,991 -- -- 1,991
General and administrative
expenses -- -- 477 477
Gain on sale of discontinued
operations -- 2,302 -- 2,302
Income from discontinued
operations -- 176 -- 176
Segment profit (loss) 2,024 2,478 (302) 4,200
Total assets 29,001 2,200 22,283 53,484
Capital expenditures for
investment properties 1,360 -- -- 1,360
1998 Residential Commercial Other Totals
(discontinued)
Rental income $ 9,552 $ -- $ -- $ 9,552
Other income 595 -- 269 864
Interest expense 1,736 -- -- 1,736
Depreciation 1,964 -- -- 1,964
General and administrative
expenses -- -- 460 460
Income from discontinued
operations -- 352 -- 352
Segment profit (loss) 1,920 352 (191) 2,081
Total assets 31,302 6,796 21,346 59,444
Capital expenditures for
investment properties 1,006 175 -- 1,181
NOTE I - LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The complaint seeks monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June
25, 1998, the General Partner filed a motion seeking dismissal of the action.
In lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The General Partner filed demurrers to the amended complaint which
were heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement ("Stipulation"), settling claims, subject to final
court approval, on behalf of the Partnership and all limited partners who own
units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the General Partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The General Partner does not anticipate that costs
associated with this case will be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE J - SUBSEQUENT EVENT
On October 4, 1999, Corporate Center, located in Tampa, Florida, was sold to an
unaffiliated party for $4,175,000. After payment of closing expenses, the net
sales proceeds received by the Partnership were approximately $3,899,000. For
financial statement purposes, the sale resulted in a gain of approximately
$1,929,000, which will be recognized during the fourth quarter.
Corporate Center was the last commercial property in the commercial segment of
the Partnership. Due to the subsequent sale of the property, the net assets of
this property and South City Business Center, which was sold in July of 1999
(see "Note G - Sale of Investment Property"), have been classified as
"Investment in discontinued operations" as of September 30, 1999, on the balance
sheet. This classification was also made as of December 31, 1998, for the
statement of cash flow. The investment in discontinued operations on the
balance sheet as of September 30, 1999 includes all the assets and liabilities
of Corporate Center as well as the remaining cash, receivables and payables of
South City Business Center. The net income of both of the properties has been
classified as "Income from discontinued operations" for the three and nine month
periods ended September 30, 1999 and 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-Q contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-Q and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties at September 30, 1999 consisted of seven
apartment complexes and one commercial property. The following table sets forth
the average occupancy of the properties for each of the nine month periods ended
September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Cedar Rim 93% 96%
New Castle, Washington
Corporate Center 83% 99%
Tampa, Florida (1)
Hidden Cove by the Lake 90% 92%
Belleville, Michigan
Lamplighter Park 95% 96%
Bellevue, Washington
Park Capitol 98% 91%
Salt Lake City, Utah
Sandpiper I and II 94% 95%
St. Petersburg, Florida
Tamarac Village I, II, III, IV 97% 96%
Denver, Colorado
Williamsburg Manor 96% 96%
Cary, North Carolina
(1) Property was sold on October 4, 1999.
The decrease in occupancy at Cedar Rim is due to layoffs at a major employer in
the area and increased home purchases due to low interest rates. The decrease
in occupancy at Corporate Center is due to a major tenant moving out during the
nine months ended September 30, 1999. The increase in occupancy at Park Capitol
is due to increased marketing efforts and improved curbside appearance.
Results of Operations
The Partnership had net income of approximately $4,200,000 for the nine months
ended September 30, 1999, compared to approximately $2,081,000 for the nine
months ended September 30, 1998. The Partnership had net income of
approximately $647,000 for the three months ended September 30, 1999, compared
to approximately $635,000 for the three months ended September 30, 1998. The
increase in net income for the comparable three and nine month periods ended
September 30, 1999 is primarily attributable to the gain on sale of discontinued
operations from the sale of South City Business Center in June 1999 as discussed
below.
As the result of the sale of Corporate Center in October 1999, as discussed
below, the results of operations of South City and Corporate Center were
classified as "Income from discontinued operations" on the income statement.
The decrease in income from discontinued operations for both the three and nine
month periods is due to the sale of South City in July which resulted in only
six months of operations for 1999 compared to a full nine months in 1998.
Excluding the results of the discontinued operations discussed above, the
Partnership had net income from continuing operations of approximately
$1,722,000 for the nine months ended September 30, 1999, compared to
approximately $1,729,000 for the nine months ended September 30, 1998. The
Partnership had net income from continuing operations of approximately $634,000
for the three months ended September 30, 1999, compared to approximately
$514,000 for the three months ended September 30, 1998. The decrease in net
income for the nine months is primarily attributable to a decrease in total
revenues which was mostly offset by a decrease in total expenses due to the sale
of City Heights Apartments in November 1998 as discussed below.
Excluding the operations of City Heights Apartments and the income and gain on
sale from discontinued operations, the increase in net income for the three and
nine month periods is due to increased total revenues and decreased total
expenses. Total revenues increased due to an increase in rental income
partially offset by a decrease in other income. Rental income increased due to
increased average rental rates at most of the Partnership's properties which was
partially offset by increased concession costs at Williamsburg, Sandpiper I& II
and Cedar Rim. Decreased occupancy at Cedar Rim, Sandpiper I & II, Corporate
Center, Hidden Cove and Lamplighter Park was offset by increased occupancy at
Park Capital and Tamarac Village. Other income decreased due to lower cash
balances in interest bearing accounts and a nonrefundable deposit received
during 1998 for a property sale that did not occur.
Total expenses decreased due primarily to decreased operating expenses which
were partially offset by increased depreciation expense, property taxes and
general and administrative expense. Operating expenses decreased primarily due
to decreased maintenance expenses at all the Partnership's properties, decreased
property insurance expense at all the Partnership's properties due to a change
in insurance carriers late in 1998, and reduced employee payroll costs at
Williamsburg, Sandpiper I & II, and Park Capital. These decreases were
partially offset by increased water charges primarily at Tamarac and increased
property management fees at most of the Partnership's properties. Depreciation
expense increased due to capital improvements completed during the past twelve
months which are now being depreciated. Property tax expense increased
primarily due to a refund received during 1998 at Cedar Rim of taxes paid in
prior years, and an increase in assessed value at Tamarac Village and Cedar Rim.
General and administrative expenses increased due primarily to increased legal
expenses due to the settlement of a lawsuit as disclosed in the Partnership's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and
increased professional fees, partially offset by reduced printing and mailing
costs. Included in general and administrative expenses at September 30, 1999
and 1998, are reimbursements to the General Partner allowed under the
Partnership Agreement associated with its management of the Partnership. In
addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are included.
In November 1998, City Heights Apartments, located in Seattle, Washington, was
sold to an unaffiliated party for $9,300,000. After payoff of the debt and
payment of closing expenses, the net sales proceeds received by the Partnership
was approximately $5,787,000. The proceeds were distributed to the partners in
January 1999. For financial statement purposes, the sale resulted in a gain of
approximately $5,482,000. The Partnership also recorded an extraordinary loss
on early extinguishment of debt of approximately $325,000 as a result of payment
of prepayment penalties and the write-off of the remaining unamortized loan
costs.
In June 1999, South City Business Center, located in Chula Vista, California,
was sold to an unaffiliated party for $6,962,000. After payment of closing
expenses, the net sales proceeds received by the Partnership were approximately
$6,575,000. For financial statement purposes, the sale resulted in a gain of
approximately $2,302,000.
Subsequent to September 30, 1999, Corporate Center, located in Tampa, Florida,
was sold to an unaffiliated party for $4,175,000. After payment of closing
expenses, the net sales proceeds received by the Partnership were approximately
$3,899,000. For financial statement purposes, the sale resulted in a gain of
approximately $1,929,000, which will be recognized during the fourth quarter of
1999. Corporate Center was the last commercial property in the commercial
segment of the Partnership. Due to the subsequent sale of the property, the net
assets of this property and South City Business Center which was sold in July of
1999 have been classified as "Investment in discontinued operations" as of
September 30, 1999, on the balance sheet. This classification was also made as
of December 31, 1998, for the statement of cash flow. The net income of the
properties has been classified as "Income from discontinued operations" for the
three and nine month periods ended September 30, 1999 and 1998.
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.
Liquidity and Capital Resources
At September 30, 1999, the Partnership held cash and cash equivalents of
approximately $12,117,000 compared to approximately $8,962,000 at September 30,
1998. The decrease in cash and cash equivalents for the nine months ended
September 30, 1999, from the Partnership's year ended December 31, 1998, was
approximately $1,876,000. This decrease is due to approximately $11,419,000 of
cash used in financing activities, which was partially offset by approximately
$4,225,000 of cash provided by operating activities and approximately $5,318,000
of cash provided by investing activities. Cash used in financing activities
consisted of distributions to the partners. Cash provided by investing
activities consisted primarily of proceeds from the sale of South City Business
Center, and to a lesser extent, net receipts from restricted escrows, partially
offset by property improvements and replacements. The Partnership invests its
working capital reserves in money market accounts.
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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements
planned for each of the Registrant's properties are detailed below.
Cedar Rim
During the nine months ended September 30, 1999, the Partnership completed
approximately $82,000 of capital improvements at the property, consisting
primarily of carpet and vinyl replacements, interior decorating, building
structural improvements, and appliances. The interior decoration was complete
as of September 30, 1999. The building's structural improvements are
substantially complete as of September 30, 1999. These improvements were funded
from the property's replacement reserves and operating cash flow. Based on a
report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the General Partner on interior
improvements, it is estimated that the property requires approximately $152,000
of capital improvements over the next few years. Capital improvements budgeted
for, but not limited to, approximately $115,000 are planned for 1999, which
include certain of the required improvements, and consist of kitchen cabinet and
countertop replacements, parking lot resurfacing, and other building upgrades.
Hidden Cove by the Lake
During the nine months ended September 30, 1999, the Partnership completed
approximately $428,000 of capital improvements, consisting primarily of building
structural improvements. These improvements were primarily associated with an
unbudgeted casualty event. It is anticipated that most of these expenditures
will be covered by insurance. In addition, spending included carpet and vinyl
replacement, landscaping, appliances, and air conditioning units. The
landscaping was complete as of September 30, 1999. These improvements were
funded from the property's replacement reserves and operating cash flow. Based
on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$164,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $228,000 are planned for 1999,
which include certain of the required improvements, and consist of building
structural improvements, carpet, kitchen cabinets, landscaping and appliances.
Lamplighter Park
During the nine months ended September 30, 1999, the Partnership spent
approximately $85,000 on capital improvements, consisting primarily of pool
upgrades, plumbing upgrades and carpet and vinyl replacement and other
structural improvements. The pool and plumbing upgrades were substantially
complete as of September 30, 1999. These improvements were funded from
replacement reserves and operating cash flow. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the General Partner on interior improvements, it is estimated
that the property requires approximately $200,000 of capital improvements over
the next few years. Capital improvements budgeted for, but not limited to,
approximately $140,000 are planned for 1999, which include certain of the
required improvements, and consist of carpet replacement, landscaping, pool
upgrades and other building improvements.
Park Capital
During the nine months ended September 30, 1999, the Partnership spent
approximately $125,000 on capital improvements, consisting primarily of carpet
and vinyl replacement, pool upgrades, structural improvements, and plumbing
improvements. The plumbing improvements were complete as of September 30, 1999.
These improvements were funded from replacement reserves and operating cash
flow. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the General
Partner on interior improvements, it is estimated that the property requires
approximately $165,000 of capital improvements over the next few years. Capital
improvements budgeted for, but not limited to, approximately $112,000 are
planned for 1999, which include certain of the required improvements, and
consist of carpet replacement and structural improvements.
Tamarac Village
During the nine months ended September 30, 1999, the Partnership spent
approximately $343,000 on capital improvements, consisting primarily of parking
lot resurfacing, roof replacement, landscaping, carpet and vinyl replacement,
outside lighting, appliances, and building structural improvements. The outside
lighting and parking lot resurfacing were complete as of September 30, 1999.
These expenditures were funded from replacement reserves and operating cash
flow. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the General
Partner on interior improvements, it is estimated that the property requires
approximately $471,000 of capital improvements over the next few years. Capital
improvements budgeted for, but not limited to, approximately $351,000 are
planned for 1999, which include certain of the required improvements, and
consist of carpet replacement, outside lighting, parking lot resurfacing, pool
upgrades, appliances, roof replacement and other structural improvements.
Williamsburg Manor
During the nine months ended September 30, 1999, the Partnership spent
approximately $93,000 on capital improvements, consisting primarily of carpet
and vinyl replacement, appliances, and countertop replacement. These
expenditures were funded from replacement reserves and operating cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$205,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $134,000 are planned for 1999,
which include certain of the required improvements, and consist of carpet and
vinyl replacement, landscaping, outside lighting, parking lot resurfacing and
pool upgrades.
Sandpiper I and II
During the nine months ended September 30, 1999, the Partnership spent
approximately $204,000 on capital improvements consisting primarily of carpet
and vinyl replacement, kitchen cabinet and countertop replacement, parking lot
resurfacing, and pool upgrades. The parking lot resurfacing and pool upgrades
were complete as of September 30, 1999. These expenditures were funded from
operating cash flow. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $611,000 of capital improvements over the next few years.
Capital improvements budgeted for, but not limited to, approximately $579,000
are planned for 1999, which include certain of the required improvements, and
consist of carpet and vinyl replacement, kitchen cabinets and countertops,
landscaping, parking lot resurfacing, pool upgrades, roof replacement and other
structural upgrades.
Corporate Center
During the nine months ended September 30, 1999, the Partnership completed
approximately $32,000 of capital improvements at the property, consisting
primarily of air conditioning units and tenant improvements. These improvements
were funded from operating cash flow. This property was sold October 4, 1999
and the improvements are included in "Investment in discontinued operations".
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are required, the Registrant's distributable cash flow, if
any, may be adversely affected.
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 by the Partnership Agreement. In the event expenditures are made
from this reserve, operating revenue shall be allocated to such reserve to the
extent necessary to maintain the foregoing level. Reserves, including cash and
securities available for sale, totaling approximately $12.1 million, were
greater than the reserve requirement of approximately $2.7 million.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of $27,925,000 has maturity dates ranging from 2003 to 2005. The
General Partner will attempt to refinance such indebtedness and/or sell the
properties prior to such maturity dates. If the properties cannot be refinanced
or sold for a sufficient amount, the Registrant may risk losing such properties
through foreclosure.
During the nine months ended September 30, 1999 the Partnership declared and
paid distributions in the amount of approximately $5,632,000 (approximately
$5,576,000 to the limited partners or $14.56 per limited partnership unit) from
operations and approximately $5,787,000 (approximately $5,729,000 to the limited
partners or $14.96 per limited partnership unit) of sales proceeds from City
Heights. A distribution from operations of approximately $326,000
(approximately $323,000 to the limited partners or $0.84 per limited partnership
unit) and approximately $6,574,000 (approximately $6,508,000 to the limited
partners or $16.99 per limited partnership unit) from the sale proceeds from
South City Business Center was also approved and accrued during the nine months
ended September 30, 1999. This distribution was paid subsequent to September
30, 1999. The Partnership did not make any distributions to its partners during
the nine months ended September 30, 1998. Future cash distributions will depend
on the levels of cash generated from operations, timing of debt maturities,
refinancings, property sales and the availability of cash reserves as discussed
above. The Partnership's distribution policy is reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations after required capital expenditures to permit
further distributions to its partners during the remainder of 1999 or subsequent
periods.
Tender Offers
During the first quarter of 1998, an affiliate of the General Partner acquired
an additional 47,865.5 units (approximately 12.50% of the total outstanding
units) in the Partnership as a result of a tender offer commenced in December
1997. During July 1998, an affiliate of the General Partner ("the Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 125,000 of the outstanding units of
limited partnership interest in the Partnership at $100 per unit, net to the
seller in cash. The Purchaser acquired 28,039.30 units (approximately 7.32% of
the total outstanding units) pursuant to this tender offer.
On May 19, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 116,252.03 (approximately 30.35% of
the total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $134 per unit. The offer expired on July
30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 12,819.90
units. As a result, AIMCO and its affiliates currently own 147,026.30 units of
limited partnership interest in the Partnership representing approximately
38.38% of the total outstanding units. It is possible that AIMCO or its
affiliate will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Item 1. Financial Statements, Note I -
Legal Proceedings").
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999, the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the Partnership's cash and cash equivalents as well as interest paid on its
indebtedness. As a policy, the Partnership does not engage in speculative or
leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. Based on interest rates at September 30, 1999,
a 1% increase or decrease in market interest rates would not have a material
impact on the Partnership.
The following table summarizes the Partnership's debt obligations at December
31, 1998, the Partnership's latest year end. The interest rates represent the
weighted-average rates. The fair value of the Partnership's debt approximates
its carrying amount as of December 31, 1998.
Principal amount by expected maturity:
Long Term Debt
Fixed Rate Debt Average Interest Rate
(in thousands)
1999 $ -- --
2000 -- --
2001 -- --
2002 -- --
2003 17,100 7.33%
Thereafter 10,825 6.95%
Total $27,925 7.18%
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, the plaintiffs have filed an amended complaint. The
General Partner filed demurrers to the amended complaint which were heard
February 1999. Pending the ruling on such demurrers, settlement negotiations
commenced. On November 2, 1999, the parties executed and filed a Stipulation of
Settlement ("Stipulation"), settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. The Court has preliminarily approved the Settlement and scheduled a
final approval hearing for December 10, 1999. In exchange for a release of all
claims, the Stipulation provides that, among other things, an affiliate of the
General Partner will make tender offers for all outstanding limited partnership
interests in 49 partnerships, including the Registrant, subject to the terms and
conditions set forth in the Stipulation, and has agreed to establish a reserve
to pay an additional amount in settlement to qualifying class members (the
"Settlement Fund"). At the final approval hearing, Plaintiffs' counsel will
make an application for attorneys' fees and reimbursement of expenses, to be
paid in part by the partnerships and in part from the Settlement Fund. The
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
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 filed during the third quarter of 1999:
Current Report on Form 8-K dated June 18, 1999 and filed July 2,
1999, disclosing the sale of South City Business Center to an
unrelated party.
SIGNATURES
Pursuant to the requirements of the Exchange Act, 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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: