UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR 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 0-14466 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Connecticut 06-1115374 (State of Organization) (I.R.S. Employer Identification No.) 900 Cottage Grove Road, South Building Bloomfield, Connecticut 06002 (Address of principal executive offices) Telephone Number: (203) 726-6000 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 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Balance Sheets September 30, December 31, 1995 1994 Assets (Unaudited) (Audited) Property and improvements, at cost: Land and land improvements $ 6,065,816 $ 6,029,006 Buildings 30,548,015 30,507,857 Furniture and fixtures 2,197,169 2,113,119 38,811,000 38,649,982 Less accumulated depreciation 12,484,159 11,629,808 Net property and improvements 26,326,841 27,020,174 Cash and cash equivalents 2,308,358 1,662,708 Accounts receivable (net of allowance of $14,413 in 1995 and $10,353 in 1994) 9,230 87,264 Escrow deposits 305,104 171,265 Prepaid insurance -- 44,265 Deferred charges 1,378,426 1,415,350 Debt service fund escrow 506,660 506,660 Other assets 1,266 97,371 Total $30,835,885 $31,005,057 Liabilities and Partners' Capital (Deficit) Liabilities: Notes and mortgages payable $29,396,654 $29,487,591 Accounts payable and accrued expenses (including $40,612 in 1995 and $8,067 in 1994 due to affiliates) 354,441 270,002 Accrued interest payable (including $17,000 due to affiliates in 1995 and 1994) 73,561 72,946 Tenant security deposits 170,943 169,144 Unearned income 25,962 25,693 Total liabilities 30,021,561 30,025,376 Partners' capital (deficit): General Partner: Capital contributions 1,000 1,000 Cumulative net loss (102,311) (100,657) Cumulative cash distributions (13,355) (13,355) (114,666) (113,012) Limited partners (24,856 Units) Capital contributions, net of offering costs 22,408,052 22,408,052 Cumulative net loss (20,152,902) (19,989,199) Cumulative cash distributions (1,326,160) (1,326,160) 928,990 1,092,693 Total partners' capital 814,324 979,681 Total $30,835,885 $31,005,057 <FN> The Notes to Financial Statements are an integral part of these statements. CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Income: Rental income $1,385,732 $1,566,665 $4,062,608 $4,733,521 Other income 51,593 82,206 159,553 219,844 Interest income 40,562 24,412 109,635 53,468 1,477,887 1,673,283 4,331,796 5,006,833 Expenses: Property operating expenses 416,303 505,103 1,175,428 1,398,737 General and administrative 193,389 243,479 585,873 653,729 Fees and reimbursements to affiliates 30,880 24,569 75,459 80,412 Interest expense (includes $17,000 and $51,000 for 1995 and $17,000 and $49,313 for 1994 to affiliates) 554,513 849,546 1,664,108 2,264,098 Depreciation and amortization 334,981 387,035 996,285 1,203,249 1,530,066 2,009,732 4,497,153 5,600,225 Loss from operations (52,179) (336,449) (165,357) (593,392) Gain on sale of property -- 24,837 -- 24,837 Net loss $ (52,179) $(311,612) $ (165,357) $(568,555) Net loss: General Partner $ (522) $ 21,472 $ (1,654) $ 18,903 Limited partners (51,657) (333,084) (163,703) (587,458) $ (52,179) $(311,612) $(165,357) $(568,555) Net loss per Unit $(2.08) $(13.40) $(6.59) $(23.63) <FN> The Notes to Financial Statements are an integral part of these statements. CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Statements of Cash Flows For the Nine Months Ended September 30, 1995 and 1994 (Unaudited) 1995 1994 Cash flows from operating activities: Net loss $(165,357) $(568,555) Adjustment to reconcile net loss to net cash provided by operating activities: Gain on sale of property -- (24,837) Depreciation and amortization 996,285 1,203,249 Accounts receivable 78,034 127,973 Accounts payable and accrued expenses 92,141 19,153 Accrued interest payable 615 (64,962) Other, net 8,599 (159,508) Net cash provided by operating activities 1,010,317 532,513 Cash flows from investing activities: Purchase of property and improvements (165,048) (149,126) Payment of leasing commissions -- (22,502) Proceeds from sale of property -- 6,572,000 Payment of closing costs related to sale of property -- (307,206) Net cash (used in) provided by investing activities (165,048) 6,093,166 Cash flows from financing activities: Proceeds from mortgage loan 5,300,000 4,200,000 Repayment of notes and mortgage loans (5,390,937) (10,017,352) Payment of financing costs (105,010) (24,251) Cash distribution for limited partners (3,672) (1,683) Net cash used in financing activities (199,619) (5,843,286) Net increase in cash and cash equivalents 645,650 782,393 Cash and cash equivalents, beginning of year 1,662,708 1,150,033 Cash and cash equivalents, end of period $2,308,358 $1,932,426 Supplemental disclosures of cash information: Interest paid during period $1,663,493 $2,329,060 Supplemental disclosure of non-cash information: Accrued purchases of property and improvements $2,620 $-- <FN> The Notes to Financial Statements are an integral part of these statements. CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Notes to Financial Statements (Unaudited) Readers of this quarterly report should refer to CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP'S (the "Partnership") audited financial statements for the year ended December 31, 1994 which are included in the Partnership's 1994 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. 1. Basis of Accounting a) Basis of Presentation: The accompanying financial statements were prepared in accordance with generally accepted accounting principles. It is the opinion of management that the financial statements presented reflect all the adjustments necessary for a fair presentation of the financial condition and results of operations. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 presentation. b) Cash and Cash Equivalents: Short term investments with a maturity of three months or less at the time of purchase are reported as cash equivalents. c) Escrow Deposits: Escrow deposits consist of funds held to pay property taxes and insurance, as required by the first mortgage lender for Stewart's Glen, Versailles and Waterford, maintenance escrows, as required by the first mortgage lender for Waterford and Stonebridge Manor, and a utility deposit for Stonebridge Manor. 2. Notes and Mortgages Payable On March 31, 1995, the Partnership refinanced the Stonebridge Manor Apartment's first mortgage note which was scheduled to mature on April 1, 1995. The new mortgage note is in the amount of $5,300,000 with a term of three years and monthly payments at 10.15% interest and twenty year amortization. Prepayment is closed for the first year, open at 1% during the second year and open without penalty during the third year. During 1994, the Partnership refinanced the debt for Stewart's Glen III with the existing lender. The maturity date has been extended from February 1995 to April 1996 and the interest rate was lowered to 8.55%. The Partnership will likely sell the property in early 1996 at debt maturity. 3. Deferred Charges Deferred charges consist of the following: September 30, December 31, 1995 1994 Surety fee - Waterford Apartments mortgage note $963,910 $963,910 Costs of obtaining financing 845,127 740,117 1,809,037 1,704,027 Accumulated amortization (430,611) (288,677) $1,378,426 $1,415,350 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Noted to Financial Statements (Continued) (Unaudited) 4. Transactions with Affiliates The recourse promissory notes for Promenades Plaza Shopping Center and Stonebridge Manor were guaranteed by an affiliate of the General Partner for an annual fee of 2% and 1.25% on the outstanding balance, respectively, prior to consolidation, modification and extension effective on March 25, 1994. After consolidation, the note guarantee carries an annual fee of 2% of the outstanding balance. Other fees and expenses related to the General Partner or its affiliates are as follows: Three Months Ended Nine Months Ended Unpaid at September 30, September 30, September 30, 1995 1994 1995 1994 1995 Property management fee (a) $ 11,401 $12,442 $32,976 $40,745 $ 7,665 Reimbursement (at cost) for out-of-pocket expenses 19,479 12,127 42,483 39,667 32,947 $30,880 $24,569 $75,459 $80,412 $40,612 <FN> (a) Does not include property management fees earned by independent property management companies of $60,287 and $83,873 for the three months ended September 30, 1995 and 1994 respectively and $175,344 and $227,168 for the nine months ended September 30, 1995 and 1994, respectively. Certain property management services have been contracted by an affiliate of the General Partner on behalf of the Partnership and are paid directly by the Partnership to the third party companies. CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At September 30, 1995, the Partnership had $2,308,358 in cash and cash equivalents which will be used to fund working capital requirements and the Partnership's reserves. The portfolio generated positive adjusted cash from operations after debt service, capital improvements and partnership expenses for the three and nine months ended September 30, 1995. Each of the apartment properties has produced positive results in the third quarter of 1995 for the Partnership. Cash generated from property operations after Partnership expenses will supplement reserves. Distributions to partners will not resume until the Partnership retires the $3,400,000 recourse note obligation. For the third quarter of 1995, adjusted cash from operations approximated $192,000 after capital improvements and partnership level expenses. Net of the Stonebridge 1995 refinance costs, approximately $475,000 of cash from operations had been added to Partnership cash reserves for the nine months ended September 30, 1995. The first mortgage note for Stonebridge matured April 1, 1995. The Partnership completed a refinance with Hibernia National Bank on March 31, 1995. The new loan is in the principal amount of $5,300,000 with a term of three years and monthly payments at 10.15% interest with twenty year amortization. Prepayment is closed for the first year, open at 1% during the second year and open without penalty during the third year. The new loan approximated the principal balance of the loan in which it replaced. Origination fees and closing costs totalled approximately $105,000. The refinance positions the property for a sale in late 1997 or early 1998 prior to debt maturity. During the fourth quarter, the Partnership expects to receive $28,500 from an escrow account set up as part of the Waterford debt refinance in December of 1993. As part of the requirements of the bond related financing, funds were set aside for minor repairs to the property totaling $28,500. During 1995, the repairs were completed and a request for release of the funds is now pending. During 1994, the Partnership refinanced the debt for Stewart's Glen III with the existing lender. The maturity date was extended from February 1995 to April 1996. The Partnership's current strategy assumes a sale in early 1996 at debt maturity. During the third quarter a sales broker was selected and a sales price was formulated. During the fourth quarter finalization of an asking price and execution of the brokerage agreement will begin the marketing process. The cash residual from the sale, after payment of the property's first mortgage, will be added to Partnership reserves for payment of the Partnership's recourse promissory note upon its maturity. The net proceeds from the property sale added to the Partnership's 1995 cash flow from operations and the Partnership's cash reserves should be sufficient to retire the $3,400,000 promissory note upon maturity. Results of Operations Generally, decreases in the income statement accounts are the result of the Promenades Plaza sale on September 22, 1994. For the nine months ended September 30, 1994, Promenades Plaza accounted for approximately $804,000 of rental income, $117,000 of other income, $303,000 of property operating expenses, $112,000 of general and administrative expenses, $538,000 of interest expense and $250,000 of depreciation and amortization. For the three months ended September 30, 1994, Promenades Plaza accounted for approximately $234,000 of rental income, $45,000 of other income, $119,000 of property operating expenses, $50,000 of general and administrative expenses, $279,000 of interest expense and $62,000 of depreciation and amortization. The following analytical comments have been limited to the Partnership's four remaining properties. Rental income increased approximately $53,000 and $133,000 for the three and nine months ended September 30, 1995, respectively, as compared with the same periods of 1994. Stonebridge Manor rental income increased approximately $23,000 and $70,000 and Versailles Village rental income increased approximately $5,000 and $31,000 for the three and nine months, respectively, as a result of rental rate increases. Stewarts Glen's rental rate increases offset a nominal decline in average occupancy producing a net increase in rental income of approximately $9,000 and $13,000 for the three and nine months, respectively. At Waterford Apartments, an increase in third quarter average occupancy led to an increase in rental income of approximately $16,000 and $19,000 for the three and nine months, respectively. The increase in other income for the nine months ended September 30, 1995, as compared with the same periods of 1994, resulted from collecting approximately $40,000 of additional 1994 expense recapture and percentage rent from tenants at Promenades after the property sale. The increase in interest income for the three and nine months ended September 30, 1995, as compared with the same periods of 1994, was the result of an increase in interest rates on short term investments combined with higher average cash balances. In addition, Waterford earned additional interest on the trust accounts associated with its bond related financing. Overall, property operating expenses increased for the three and nine months ended September 30, 1995, as compared with the same periods of 1994, due to a greater number of carpet replacements at Stewart's Glen and a rise in insurance costs at each of the properties. In addition, Waterford incurred nonroutine maintenance expenditures for extensive landscaping work. Stonebridge incurred costs for dryer vent replacements and fireplace cleaning offset by fewer carpet replacements and utility reimbursements from corporate tenants. Expenses decreased at Versailles from a nonrecurring real estate tax consulting fee in 1994 and a drop in utility usage in 1995 due to the milder winter and a repair of a water leak. The increase in general and administrative expense for the three and nine months ended September 30, 1995, as compared with the same periods of 1994, was the result of increased payroll related costs at Waterford, Stonebridge and Stewart's Glen. In addition, advertising costs were increased at Waterford in an effort to increase occupancy. The decrease in interest expense for the three and nine months ended September 30, 1995, as compared with 1994, was the result of the November 1, 1994 Stewart's Glen refinance which decreased the interest rate from 9.94% to 8.55%. In addition, the March 30, 1994 Versailles Village first mortgage refinance lowered the interest rate from 10% to 8%. The increase in depreciation and amortization for the three and nine months ended September 30, 1995, as compared with the same periods of 1994, was the result of a change in the amortization period for financing costs of Waterford's bond financing. In addition, amortization expense increased from amortizing financing costs of the April 1, 1995 Stonebridge Manor first mortgage refinance. Occupancy The following is a listing of approximate physical occupancy levels by quarter for the Partnership's investment properties: 1994 1995 At 3/31 At 6/30 At 9/30 At 12/31 At 3/31 At 6/30 At 9/30 1. Versailles Village Apartments Forest Park, Ohio 94% 97% 99% 96% 97% 99% 96% 2. Promenades Plaza Shopping Ctr. Port Charlotte, Florida (a) 82% 82% N/A N/A N/A N/A N/A 3. Waterford Apartments Tulsa, Oklahoma 88% 93% 94% 83% 90% 96% 98% 4. Stonebridge Manor Apartments New Orleans, Louisiana 96% 97% 95% 97% 96% 97% 96% 5. Stewart's Glen Apts. Phase III Willowbrook, Illinois 100% 99% 93% 98% 96% 89% 98% <FN> (a) Promenades Plaza was sold during the third quarter 1994. Part II- Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial Data Schedules. (b) No Form 8-Ks were filed during the three months ended September 30, 1995. 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. CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP By: CIGNA Realty Resources, Inc. - Fifth, General Partner Date: November 10, 1995 By: /s/ John D. Carey John D. Carey, President and Controller (Principal Executive Officer) (Principal Accounting Officer)