FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(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, 1998
[ ] 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 0-9567
NATIONAL PROPERTY INVESTORS III
(Exact name of small business issuer as specified in its charter)
California 13-2974428
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 2,744
Receivables and deposits 1,855
Restricted escrows 978
Other assets 550
Investment properties:
Land $ 3,023
Buildings and related personal property 33,110
36,133
Accumulated depreciation (24,543) 11,590
$ 17,717
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 76
Tenant security deposit liabilities 139
Accrued property taxes 563
Other liabilities 1,682
Mortgage notes payable 24,358
Partners' Deficit:
General partner's $ (271)
Limited partners' (48,049 units issued
and outstanding) (8,830) (9,101)
$ 17,717
See Accompanying Notes to Consolidated Financial Statements
b)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $1,957 $2,015 $5,997 $6,046
Other income 124 105 399 287
Total revenues 2,081 2,120 6,396 6,333
Expenses:
Operating 777 1,007 2,285 2,622
General and administrative 50 44 180 146
Depreciation 368 336 1,034 977
Interest 482 499 1,431 1,497
Property taxes 187 176 563 488
Total expenses 1,864 2,062 5,493 5,730
Net income $ 217 $ 58 $ 903 $ 603
Net income allocated
to general partner (1%) $ 2 $ 1 $ 9 $ 6
Net income allocated
to limited partners (99%) 215 57 894 597
$ 217 $ 58 $ 903 $ 603
Net income per limited
partnership unit $ 4.47 $ 1.19 $18.61 $12.42
See Accompanying Notes to Consolidated Financial Statements
c)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 48,049 $ 1 $ 24,025 $ 24,026
Partners' deficit at
December 31, 1997 48,049 $ (280) $ (9,724) $(10,004)
Net income for the nine months
ended September 30, 1998 -- 9 894 903
Partners' deficit at
September 30, 1998 48,049 $ (271) $ (8,830) $ (9,101)
See Accompanying Notes to Consolidated Financial Statements
d)
NATIONAL PROPERTY INVESTORS III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 903 $ 603
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,034 977
Amortization of loan costs 63 56
Loss on disposal of property -- 17
Changes in accounts:
Receivables and deposits 139 (37)
Other assets 23 (35)
Accounts payable 42 (156)
Tenant security deposit liabilities (19) (12)
Accrued property taxes (43) (17)
Other liabilities 17 (10)
Net cash provided by operating activities 2,159 1,386
Cash flows from investing activities:
Property improvements and replacements (649) (739)
Net deposits to restricted escrows (218) (27)
Net cash used in investing activities (867) (766)
Cash flows from financing activities:
Payments on mortgage notes payable (56) (104)
Loan costs paid -- (16)
Net cash used in financing activities (56) (120)
Net increase in cash and cash equivalents 1,236 500
Cash and cash equivalents at beginning of period 1,508 964
Cash and cash equivalents at end of period $ 2,744 $ 1,464
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,337 $ 1,441
Supplemental disclosure of non-cash investing
activity:
Receivable and payable for estimated proceeds and
costs (Note C) $ 1,370 $ --
See Accompanying Notes to Consolidated Financial Statements
e)
NATIONAL PROPERTY INVESTORS III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of National
Property Investors III (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete consolidated financial
statements. In the opinion of NPI Equity Investments, Inc. ("NPI Equity" or the
"Managing General Partner"), a Florida corporation, 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, 1998, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1998. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the annual report of the Partnership on Form 10-KSB for the year ended December
31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and its affiliates
of Insignia were incurred during the nine month periods ended September 30, 1998
and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $323 $317
Reimbursement for services of affiliates, including
approximately $24,000 and $41,000 of construction
oversight reimbursement during the nine months ended
September 30, 1998 and 1997, respectively (included
in investment properties and operating and general
and administrative expenses) 150 143
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner but with an insurer unaffiliated with the Managing
General Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency, which was later acquired by the agent who placed the master policy.
The agent assumed the financial obligations to the affiliate of the Managing
General Partner, which received payments on these obligations from the agent.
The amount of the Partnership's insurance premiums that accrued to the benefit
of the affiliate of the Managing General Partner by virtue of the agent's
obligations was not significant.
NOTE C - CASUALTY EVENT
In July 1998, a fire occurred at Lakeside Apartments which damaged one building
at the complex, consisting of 24 units. The fire is covered by insurance. The
balance sheet reflects the estimated costs in "Other Liabilities". The balance
sheet also reflects the estimated insurance proceeds in "Receivables and
Deposits". The construction has begun and is estimated to be completed by the
end of the first quarter of 1999.
NOTE D - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner. Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of three apartment complexes.
The following table sets forth the average occupancy for each of the nine month
periods ended September 30, 1998 and 1997:
Average Occupancy
Property 1998 1997
Lakeside Apartments 93% 96%
Lisle, Illinois
Pinetree Apartments 92% 94%
Charlotte, North Carolina
Summerwalk Apartments 98% 98%
Winter Park, Florida
The Partnership realized net income of approximately $217,000 and $903,000 for
the three and nine month periods ended September 30, 1998, respectively. During
the three and nine month periods ended September 30, 1997, the Partnership
realized net income of approximately $58,000 and $603,000. Net income for the
three and nine months ended September 30, 1998, increased primarily as a result
of an increase in other income and a decrease in operating and interest
expenses.
Rental income decreased for the three and nine month periods ended September 30,
1998, versus the same periods in 1997 due to a decrease in occupancy at Lakeside
Apartments. The increase in other income for the three and nine month periods
is attributable to an increase in interest income resulting from increased cash
balances in interest-bearing accounts and fees collected from the tenants at
Lakeside Apartments. Operating expenses decreased for the three and nine month
periods as a result of a decrease in property and maintenance related expenses.
Property expenses decreased as a result of a decrease in utilities expenses and
expenses associated with administrative units at Lakeside Apartments.
Maintenance expenses decreased due to an overall decrease in maintenance
requirements at the Partnership's rental properties including decreases in major
landscaping, parking lot repairs, contract painting and ground maintenance at
Lakeside Apartments. For the nine month period ended September 30, 1998,
general and administrative expenses increased as a result of increases in
reimbursements to the Managing General Partner for managing partnership
operations. Depreciation expense increased as a result of additional
depreciable assets being placed in service at Lakeside and Summerwalk
Apartments. The decrease in interest expenses is primarily the result of the
refinancing of the first mortgage encumbering Summerwalk Apartments on December
23, 1997. The new note carried a stated interest rate of 7.13% replacing the
previous note that carried an interest rate of 9.75%. The increase in property
taxes is due to adjustments made at Lakeside Apartments in 1997 to adjust for
the overaccrual of taxes in the previous year and to record a tax refund
received in 1997 relating to the 1995 tax year.
Included in operating expenses for the nine months ended September 30, 1998, is
approximately $25,000 of major repairs and maintenance comprised primarily of
exterior building improvements at Lakeside and Summerwalk. Included in
operating expenses for the nine months ended September 30, 1997, was
approximately $167,000 of major repairs and maintenance comprised primarily of
major landscaping and parking lot repairs at Lakeside Apartments.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment 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 Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At September 30, 1998, the Partnership held cash and cash equivalents of
approximately $2,744,000 compared to approximately $1,464,000 for the
corresponding period in 1997. The increase in net cash and cash equivalents was
approximately $1,236,000 for the nine month period ended September 30, 1998,
compared to approximately $500,000 for the corresponding period in 1997. Net
cash provided by operating activities increased primarily as a result of an
increase in net income, as discussed above, and an increase in cash provided by
accounts receivable and accounts payable due to the timing of receipts and
payments. Net cash used in investing activities increased as a result of an
increase in net deposits to restricted escrows. Net cash used in financing
activities decreased as a result of a decrease in mortgage principle payments
and loan costs paid in association with the refinancing of Summerwalk Apartments
in 1997.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit. Based on present plans, the Managing General Partner
does not anticipate the need to borrow in the near future. Other than cash and
cash equivalents, the line of credit is the Partnership's only unused source of
liquidity.
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 the other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory requirements. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The Managing General Partner is currently assessing the need for capital
improvements at each of the Partnership's properties. To the extent that
additional capital improvements are required, the Partnership's distributable
cash flow, if any, may be adversely affected at least in the short term. The
mortgage indebtedness of approximately $24,358,000 is being amortized over
varying periods with balloon payments due over periods ranging from July 2001 to
January 2008. The Managing General Partner will attempt to refinance such
remaining indebtedness or sell the properties prior to such maturity dates. If
the properties cannot be refinanced or sold for a sufficient amount, the
Partnership will risk losing such properties through foreclosure. Future cash
distributions will depend on the levels of cash generated from operations,
property sales, property refinancings and the availability of cash reserves.
The Partnership's distribution policy will be reviewed on a quarterly basis.
There can be no assurance, however, that the Partnership will generate
sufficient funds from operations to permit distributions to its partners in 1998
or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the sole shareholder of the Managing General
Partner. Also, effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
Year 2000
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 to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any 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.
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 are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution 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.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
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 Nuances, 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 Managing 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 and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing 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 Managing General Partner has
filed demurrers to the amended complaint which are scheduled to be heard on
January 8, 1999. The Managing General Partner believes the action to be without
merit and intends to vigorously defend it.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). The complaint names as defendants
Insignia, several Insignia Affiliates alleged to be managing partners of the
defendant limited partnerships, the Partnership and the Managing General
Partner. Plaintiffs allege that they have requested from, but have been denied
by each of the Subject Partnerships, lists of their respective limited partners
for the purpose of making tender offers to purchase up to 4.9% of the limited
partner units of each of the Subject Partnerships. The complaint also alleges
that certain of the defendants made tender offers to purchase limited partner
units in many of the Subject Partnerships, with the alleged result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. The plaintiffs assert eleven causes of
action, including breach of contract, unfair business practices, and violations
of the partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. The
Managing General Partner filed an answer to the complaint on September 15, 1998.
The Managing General Partner believes the claims to be without merit and intends
to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition or operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27:
Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K:
None were filed during the quarter ended September 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL PROPERTY INVESTORS III
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 16, 1998