- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 June 30, 1998 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: (860) 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 1 Part I - Financial Information CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Balance Sheets June 30, December 31, 1998 1997 Assets (Unaudited) (Audited) Property and improvements, at cost: Land and land improvements $ 3,003,903 $ 2,964,303 Buildings 16,630,778 16,618,817 Furniture and fixtures 1,410,217 1,390,985 -------------- -------------- 21,044,898 20,974,105 Less accumulated depreciation 8,423,479 8,112,558 -------------- -------------- Net property and improvements 12,621,419 12,861,547 Cash and cash equivalents 666,275 682,614 Accounts receivable (net of allowance of $9,464 in 1998 and $12,907 in 1997) 5,255 9,819 Escrow deposits 78,333 144,407 Prepaid insurance 8,552 -- Other asset 1,000 1,000 Deferred charges, net 845,042 926,086 Escrowed debt service funds 506,660 506,660 -------------- -------------- Total $ 14,732,536 $ 15,132,133 ============== ============== Liabilities and Partners' Deficit Liabilities: Notes and mortgages payable $ 15,346,129 $ 15,452,462 Accounts payable and accrued expenses (including $35,615 in 1998 and $20,550 in 1997 due to affiliates) 158,787 235,092 Tenant security deposits 72,312 61,350 Unearned income 10,651 13,011 -------------- -------------- Total liabilities 15,587,879 15,761,915 -------------- -------------- Partners' deficit: General Partner: Capital contributions 1,000 1,000 Cumulative net income 26,296 25,802 Cumulative cash distributions (31,243) (28,494) -------------- -------------- (3,947) (1,692) -------------- -------------- Limited partners (24,856 Units) Capital contributions, net of offering costs 22,408,052 22,408,052 Cumulative net loss (15,071,262) (15,120,129) Cumulative cash distributions (8,188,186) (7,916,013) -------------- -------------- (851,396) (628,090) -------------- -------------- Total partners' deficit (855,343) (629,782) -------------- -------------- Total $ 14,732,536 $ 15,132,133 ============== ============== The Notes to Financial Statements are an integral part of these statements. 2 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 30, June 30, -------- -------- 1998 1997 1998 1997 ---- ---- ---- ---- Income: Rental income $ 818,434 $ 1,180,544 $ 1,594,208 $ 2,351,123 Other income 17,153 26,676 30,407 53,928 Interest income 19,474 18,475 35,736 34,331 -------------- ------------- -------------- ------------- 855,061 1,225,695 1,660,351 2,439,382 -------------- ------------- -------------- ------------- Expenses: Property operating expenses 237,110 339,650 455,391 648,387 General and administrative 133,888 187,196 242,520 351,646 Fees and reimbursements to affiliates 29,385 41,589 55,514 81,016 Interest expense 232,451 367,096 465,600 734,087 Depreciation and amortization 196,344 281,810 391,965 562,501 -------------- ------------- -------------- ------------- 829,178 1,217,341 1,610,990 2,377,637 -------------- ------------- -------------- ------------- Net income $ 25,883 $ 8,354 $ 49,361 $ 61,745 ============== ============= ============== ============= Net income: General Partner $ 259 $ 83 $ 494 $ 617 Limited partners 25,624 8,271 48,867 61,128 -------------- ------------- -------------- ------------- $ 25,883 $ 8,354 $ 49,361 $ 61,745 ============== ============= ============== ============= Net income per Unit $ 1.03 $ 0.33 $ 1.97 $ 2.46 ============== ============= ============== ============= Cash distribution per Unit $ 5.25 $ 6.45 $ 10.95 $ 6.45 ============== ============= ============== ============= The Notes to Financial Statements are an integral part of these statements. 3 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Statements of Cash Flows For the Six Months Ended June 30, 1998 and 1997 (Unaudited) 1998 1997 ---- ---- Cash flows from operating activities: Net income $ 49,361 $ 61,745 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 391,965 562,501 Accounts receivable 4,564 6,791 Accounts payable and accrued expenses (76,305) 37,649 Escrow deposits 66,074 15,150 Other, net 50 (30,696) --------------- --------------- Net cash provided by operating activities 435,709 653,140 --------------- --------------- Cash flows from investing activities: Purchase of property and improvements (70,793) (183,996) --------------- --------------- Cash flows from financing activities: Distribution to limited partners (272,173) (160,321) Distribution to General Partner (2,749) (1,618) Repayment of notes and mortgage loans (106,333) (153,927) --------------- --------------- Net cash used in financing activities (381,255) (315,866) --------------- --------------- Net increase (decrease) in cash and cash equivalents (16,339) 153,278 Cash and cash equivalents, beginning of year 682,614 638,965 --------------- --------------- Cash and cash equivalents, end of period $ 666,275 $ 792,243 =============== =============== Supplemental disclosure of cash information: Interest paid during period $ 465,600 $ 734,087 =============== =============== The Notes to Financial Statements are an integral part of these statements. 4 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, 1997 which are included in the Partnership's 1997 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. 1. Summary of Significant Accounting Policies a) Basis of Presentation: The financial statements have been prepared in conformity with generally accepted accounting principles, and reflect management's estimates and assumptions that affect the reported amounts. 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. All such adjustments are of a normal recurring nature. 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. 2. Deferred Charges Deferred charges consist of the following: June 30, December 31, 1998 1997 Surety fee - Waterford Apartments mortgage note $ 963,910 $ 963,910 Costs of obtaining financing 660,522 660,522 --------------- --------------- 1,624,432 1,624,432 Accumulated amortization (779,390) (698,346) --------------- --------------- $ 845,042 $ 926,086 =============== =============== 3. Transactions with Affiliates Fees and expenses related to the General Partner or its affiliates are as follows: Three Months Ended Six Months Ended Unpaid at June 30, June 30, June 30, -------- -------- -------- 1998 1997 1998 1997 1998 ---- ---- ---- ---- ---- Property management fees (a) $ 5,172 $ 9,098 $ 10,029 $ 18,041 $ 3,428 Partnership management fees 12,515 16,761 25,551 32,761 12,515 Reimbursement (at cost) for out-of-pocket expenses 11,698 15,730 19,934 30,214 19,672 ------------ ------------- ----------- ----------- ----------- $ 29,385 $ 41,589 $ 55,514 $ 81,016 $ 35,615 ============ ============= =========== =========== =========== 5 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Notes to Financial Statements (Continued) (Unaudited) (a) Does not include on-site property management fees earned by independent property management companies of $36,334 and $51,050 for the three months ended June 30, 1998 and 1997, respectively, and $70,703 and $101,544 for the six months ended June 30, 1998 and 1997, respectively. On-site 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. 4. Subsequent Event On August 15, 1998, the Partnership paid a distribution of $125,274 to the limited partners and $1,265 to the General Partner. 6 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations Except for historical information provided in this Management's Discussion and Analysis, statements made in this document are forward-looking and contain information about financial results, economic conditions, trends, and known uncertainties. The Partnership cautions the reader that actual results could differ materially from those expected by the Partnership. Liquidity and Capital Resources At June 30, 1998, the Partnership had $666,275 in cash and cash equivalents which was available for working capital requirements, cash distributions, and the Partnership's cash reserves. For the three and six months ended June 30, 1998, the Partnership generated $127,000 and $260,000, respectively, of adjusted cash from operations after debt service, capital improvements, and adjustments to the Partnership's cash reserves. Property net operating income was consistent with the first quarter results. The Partnership expects capital expenditures to be 9% below those planned at the start of the year. The Partnership's first quarter 1998 distribution of $130,494 or $5.25 per Unit was paid on May 15, 1998. The Partnership's second quarter 1998 cash distribution of $125,274 or $5.04 per Unit is payable on August 15, 1998. The distributions represent the respective quarter's adjusted cash from operations. The Partnership plans to distribute cash quarterly to the extent cash is available from operations after debt service, capital, and changes to cash reserves for liabilities and capital expenditures, until the sale of the Partnership's remaining two properties. The Partnership's current plans assume the sale of the two remaining apartment projects in early 1999. Once the Partnership completes the sales of the two remaining properties, the Partnership will distribute the net sales proceeds to the limited partners as part of a complete liquidation and Partnership termination. Results of Operations Generally, decreases reflected in the statement of operations for the three and six months ended June 30, 1998, as compared with the same periods in 1997, are the result of the sale of Stonebridge Manor Apartments in October 1997. Besides the sale, the Partnership's results reflect the following changes at the two remaining properties. Rental income at Waterford increased 8% for the three months and 6% for the six months ended June 30, 1998, as compared with the same periods in 1997, due to an increase in rates. At Versailles Village, strong occupancy and an increase in rates led to higher rental revenue for the three and six months ended June 30, 1998. Partially offsetting the increase in revenue was higher property operating expense at Versailles Village due to an increase in carpet, paint and cleaning expense. In addition, payroll costs were higher at Versailles Village due to a staffing vacancy in the second quarter of 1997 which led to an increase in general and administrative expense. Fees and reimbursements to affiliates decreased because of a drop in the property management fees (resulting from the sale of Stonebridge Manor), lower partnership management fees as a result of less cash available for distribution (resulting from the sale of Stonebridge Manor), and a savings in 1998 on printing costs. 7 CONNECTICUT GENERAL REALTY INVESTORS III LIMITED PARTNERSHIP (a Connecticut limited partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Occupancy The following is a listing of approximate physical occupancy levels by quarter for the Partnership's investment properties: 1997 1998 ------------------------------------------------- ------------------------------- At 3/31 At 6/30 At 9/30 At 12/31 At 3/31 At 6/30 ------- ------- ------- -------- ------- ------- 1. Versailles Village Apartments Forest Park, Ohio 94% 96% 98% 94% 97% 100% 2. Waterford Apartments Tulsa, Oklahoma 94% 95% 96% 92% 94% 97% 3. Stonebridge Manor Apartments New Orleans, Louisiana (a) 97% 97% 96% N/A N/A N/A An N/A indicates that the property was not owned by the partnership at the end of the quarter. (a) Stonebridge Manor Apartments was sold October 23, 1997. 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 June 30, 1998. 8 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: August 14, 1998 By: /s/ John D. Carey ---------------- ----------------- John D. Carey, President (Principal Executive Officer) Date: August 14, 1998 By: /s/ Josephine C. Donofrio --------------- ------------------------- Josephine C. Donofrio, Controller (Principal Accounting Officer) 9