1 =============================================================================== 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 MARCH 31, 1996 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: 33-30084 AMERICAN RETIREMENT VILLAS PROPERTIES III, L.P. - ----------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-365417 ------------------------------- ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 245 FISCHER AVENUE, D-1 COSTA MESA, CA 92626 ------------------------------------- ------------------ ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 751-7400 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 No X ----- ----- =============================================================================== 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS American Retirement Villas Properties III (a California limited partnership) Balance Sheets (Unaudited) MARCH 31, 1996 DECEMBER 31, 1995 -------------- ----------------- (UNAUDITED) (AUDITED) ASSETS Properties, at cost (notes 4, 5 and 6) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,667,143 $ 4,667,143 Buildings and improvements, less accumulated depreciation of $2,835,532 in 1996 and $2,657,624 in 1995 . . . . . . . . . . 18,099,891 18,237,426 Furniture, fixtures and equipment, less accumulated depreciation of $991,200 in 1996 and $762,014 in 1995 . . . . 390,935 393,988 ----------- ----------- Net Properties . . . . . . . . . . . . . . . . . . . 23,157,969 23,298,557 ----------- ----------- Property under contract for sale (notes 4 and 5) . . . . . . . 8,428,557 8,500,359 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . 465,269 477,705 Restricted cash (note 5) . . . . . . . . . . . . . . . . . . . 132,393 130,178 Amounts receivable from affiliate (note 3) . . . . . . . . . . 26,775 0 Pre-opening costs, less accumulated amortization of $477,506 in 1996 and $286,934 in 1995 (note 3) . . . . . . . . . . . . . 154,814 154,814 Loan fees, less accumulated amortization of $114,344 in 1996 and $105,172 in 1995 . . . . . . . . . . . . . . . . . . . . 130,832 140,665 Other assets (note 3) . . . . . . . . . . . . . . . . . . . . . 56,649 92,092 ----------- ----------- Total Assets . . . . . . . . . . . . . . . . . . . . $32,553,258 $32,794,370 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Notes Payable (notes 4 and 5) . . . . . . . . . . . . . . . . . $16,222,726 $16,272,463 Loan secured by property under contract for sale (notes 4 and 5) . . . . . . . . . . . . . . . . . . . . . . 4,468,940 4,473,704 Deposit under contract for sale (note 4) . . . . . . . . . . . 2,968,562 2,968,562 Accounts payable and accrued expenses . . . . . . . . . . . . . 524,637 472,473 Amounts payable to affiliates (note 3) . . . . . . . . . . . . 125,416 113,338 Distributions payable to Partners (note 2) . . . . . . . . . . 517,085 186,691 ----------- ----------- Total Liabilities . . . . . . . . . . . . . . . . . . 24,827,366 24,487,231 =========== =========== Partners' capital (deficit) (notes 2 and 3) General partners' capital (deficit) . . . . . . . . . . . . . (81,495) (75,682) Limited partners' capital . . . . . . . . . . . . . . . . . 7,807,387 8,382,821 ----------- ----------- Total liabilities and partners' capital . . . . . . . $32,553,258 $32,794,370 =========== =========== See accompanying notes to financial statements (unaudited). 1 3 American Retirement Villas Properties III (a California limited partnership) Statements of Operations (Unaudited) FOR THE THREE MONTHS ENDED --------------------------------------- MARCH 31, 1996 MARCH 31, 1995 -------------- -------------- Revenues: Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,304,643 $1,257,697 Assisted living . . . . . . . . . . . . . . . . . . . . . . . . 90,226 92,592 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,079 125,943 Grants (note 6) . . . . . . . . . . . . . . . . . . . . . . . . 0 0 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,922 52,779 ---------- ---------- Total revenues . . . . . . . . . . . . . . . . . . . 1,528,870 1,529,011 ---------- ---------- Costs and expenses: Rental property operations (note 3) . . . . . . . . . . . . . . 640,865 611,264 Assisted living (note 3) . . . . . . . . . . . . . . . . . . . 44,397 41,683 Depreciation and amortization . . . . . . . . . . . . . . . . . 298,636 322,137 Interest (note 5) . . . . . . . . . . . . . . . . . . . . . . . 477,176 457,460 General and administrative (note 3) . . . . . . . . . . . . . . 94,299 94,030 Property taxes . . . . . . . . . . . . . . . . . . . . . . . . 75,877 81,771 Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . 9,780 11,999 Minority interest in operations (note 4) . . . . . . . . . . . (2,285) 9,707 ---------- ---------- Total costs and expenses . . . . . . . . . . . . . . 1,638,745 1,630,051 ---------- ---------- Net income (loss) . . . . . . . . . . . . . . . . . . (109,875) (101,041) ========== ========== Net income (loss) to General Partner . . . . . . . . (1,099) (1,010) ========== ========== Net income (loss) to Limited Partner . . . . . . . . $ (108,776) $ (100,030) ========== ========== Net income (loss) per Limited Partner unit . . . . . $ (5.83) $ (5.36) ========== ========== See accompanying notes to financial statements (unaudited). 2 4 American Retirement Villas Properties III (a California limited partnership) Statements of Cash Flow (Unaudited) FOR THE THREE MONTHS ENDED -------------------------------------- MARCH 31, 1996 MARCH 31, 1995 -------------- -------------- Cash flows from operating activities: Net income (loss) . . . . . . . . . . . . . . . . . . . . $(109,875) $ (101,041) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . 298,636 322,137 Change in assets and liabilities: Decrease in other assets . . . . . . . . . . . . . 35,443 43,496 Increase in accounts payable and accrued expenses 52,165 167,557 Decrease (increase) in amounts receivable from affiliates . . . . . . . . . . . . . . . . . . (26,775) (2,042) Increase (decrease) in amounts payable to affiliates . . . . . . . . . . . . . . . . . . 12,078 (33,714) --------- ----------- Net cash provided by operating activities . . . . . . . . . . 261,672 396,393 --------- ----------- Cash flows used in investing activities: (Increase) decrease in restricted cash . . . . . . . . . . (2,215) (640) Capital expenditures . . . . . . . . . . . . . . . . . . . (36,038) (23,068) Construction on land/building . . . . . . . . . . . . . . (40,372) 0 Increase in deposit on property under contract for sale. . 0 1,134,847 --------- ----------- Net cash used in investing activities . . . . . . . . . . . . (78,625) 1,111,139 --------- ----------- Cash flows from financing activities Decrease (increase) in loan fees . . . . . . . . . . . . . 0 (91,784) Principal payments of long term debt . . . . . . . . . . . (54,502) 4,432,061 Proceeds from construction loan . . . . . . . . . . . . . 0 (4,500,000) Borrowings from revolving credit line . . . . . . . . . . 0 0 Repayments of revolving credit line . . . . . . . . . . . 0 (350,000) Distributions paid . . . . . . . . . . . . . . . . . . . . (140,981) (2,106,712) --------- ----------- Net cash used by financing activities . . . . . . . . . . . . (195,483) (2,616,436) --------- ----------- Net increase (decrease) in cash and cash equivalents . . . . (12,436) (1,108,905) Cash & cash equivalents at beginning of period . . . . . . . 477,705 1,485,516 --------- ----------- Cash & cash equivalents at end of period . . . . . . . . . . $ 465,269 $ 376,611 ========= =========== See accompanying notes to financial statements (unaudited). 3 5 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (CONTINUED) American Retirement Villas Properties III (a California limited partnership) Notes to Financial Statements (Unaudited) (Continued) March 31, 1996 (1) SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10K is incorporated by this reference. BASIS OF ACCOUNTING Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. CARRYING VALUE OF REAL ESTATE Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. ORGANIZATION COSTS Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. PRE-OPENING COSTS Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. LOAN FEES Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. RENTAL INCOME Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. 4 6 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (CONTINUED) American Retirement Villas Properties III (a California limited partnership) Notes to Financial Statements (Unaudited) (Continued) March 31, 1996 INCOME TAXES Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. NET INCOME (LOSS) PER LIMITED PARTNER UNIT Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. CASH AND CASH EQUIVALENTS Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. RECLASSIFICATIONS Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. (2) ORGANIZATION AND PARTNERSHIP AGREEMENT Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. (3) TRANSACTIONS WITH AFFILIATES Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference, except for the following additional comments. For the three months ended March 31, 1996, property management fees and partnership administration fees of $70,855 and $22,573, respectively, were paid or accrued to the Managing General Partner. (4) PROPERTIES Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. 5 7 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS (CONTINUED) American Retirement Villas Properties III (a California limited partnership) Notes to Financial Statements (Unaudited) (Continued) March 31, 1996 (5) NOTES PAYABLE Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. (6) GRANT INCOME Pursuant to Regulation S-X Rule 10-1(5), the material stated in the December 31, 1995 Form 10-K is incorporated by this reference. 6 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (1) LIQUIDITY The General Partners expect that the cash to be generated from operations of all the Registrant's properties will be adequate to pay operating expenses, make necessary capital improvements, make required principal reductions, and provide distributions to the Partners. On a long-term basis, the Registrant's liquidity is sustained primarily from cash flow provided by operating activities. During the three months ended March 31, 1996, cash provided by operating activities was $261,672 compared to cash provided by operating activities of $396,393 for the three months ended March 31, 1995. During the three months ended March 31, 1996, the Registrant used net cash in investing activities of $78,626 compared to net cash provided by investing activities of $1,111,139 for the three months ended March 31, 1995. The Registrant's investing activities consisted of capital improvements made on its five operating properties and construction on its property in development. During the three months ended March 31, 1996, the Registrant used net cash in financing activities of $195,483 compared to $2,616,436 for the three months ended March 31, 1995. The Registrant's financing activities consisted of principal reduction on notes payable and distributions paid to the Partners. The General Partners are not aware of any trends, other than national economic conditions which have had, or which may be reasonably expected to have, a material favorable or unfavorable impact on the revenues or income from the operations or sale of properties. The General Partners believe that if the inflation rate increases they will be able to pass the subsequent increase in operating expenses onto the residents of the facilities by way of higher rental and assisted living rates. The Registrant has long term debt of $16,222,726 as of March 31, 1996. $4,875,327 is due January 1, 2007, $3,917,600 is due February 1, 2019, $3,051,316 is due February 1, 2017, and $4,298,900 is due November 1, 2017. The remaining balance of $79,583 are notes secured by equipment. (2) CAPITAL RESOURCES The Registrant contemplates spending approximately $200,000 for capital expenditures during 1996 for physical improvements at its five facilities and $1,000,000 for construction costs for its development project. The funds for these improvements should be available from operations and cash reserves. There are no known material trends, favorable or unfavorable, in the Registrant's capital resources, and there is no expected change in the mix of such resources. (3) RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1995. Revenue for the three month periods ended March 31, 1996 and the three months ended March 31, 1995 includes rental income, assisted living income from all five properties, interest earned on cash balances and other revenue. Total revenues for the three months ended March 31, 1996 were $1,528,869, compared to revenues of $1,529,011 for the three months ended March 31, 1995. The largest component of revenue, rent, increased by approximately 4% from the three months ended March 31, 1995 to the three months ended March 31, 1996. The increase in rent was due to an increase in rental rates of approximately 2%. Occupancy remained the same. 7 9 Revenue from assisted living decreased approximately 3% from the three months ended March 31, 1995 to the three months ended March 31, 1996. The decrease in assisted living revenue was due to lower occupancy at Bradford Square which is the Registrant's main provider of assisted living services. Interest and other revenue decreased approximately 25% from the three months ended March 31, 1995 to the three months ended March 31, 1996. Interest income results from interest earned on cash deposits. Other revenue generally includes processing fees and beauty shop revenue. Sources of revenue for the three months ended March 31, 1996 and March 31, 1995 are summarized as follows: THREE MONTHS ENDED ------------------------------------- MARCH 31, 1996 MARCH 31, 1995 ------------- -------------- Rent $1,304,643 $1,257,697 Assisted Living 90,226 92,592 Interest 105,079 125,943 Other 28,922 52,779 ---------- ---------- Total Revenue $1,528,869 $1,529,011 ========== ========== Total costs and expenses for the three months ended March 31, 1996 were $1,638,744, an increase of less than 1% over costs and expenses of $1,630,051 for the three months ended March 31, 1995. The largest component of expenses, rental property operations, consists primarily of property managements costs, payroll related expenses, utilities, food expenses and maintenance and supplies. Rental property operations expenses increased over 5% from the three months ended March 31, 1995 to the three months ended March 31, 1996. Assisted living expenses consist primarily of related payroll expense. Assisted living expenses increased by over 6% from the three months ended March 31, 1995 to the three months ended March 31, 1996. Assisted living expenses increased due to the increases in size of the related staff providing assisted living services. General and administrative expenses are comprised of, but not limited to, costs for accounting, partnership administration, bad debt, data processing, investor relations, insurance and professional services. General and administrative expenses remained the same from the three months ended March 31, 1995 to the three months ended March 31, 1996. Depreciation and amortization expense decreased by 7% from the three months ended March 31, 1995 to the three months ended March 31, 1996. The decrease is due to fixed assets becoming fully depreciated. Interest expense increased approximately 4% from the three months ended March 31, 1995 to the three months ended March 31, 1996. This increase is due to variable rate loans. 8 10 Selected costs and expenses for the three months ended March 31, 1996 and March 31, 1995 are summarized as follows: THREE MONTHS ENDED ---------------------------------- MARCH 31, 1996 MARCH 31, 1995 -------------- -------------- Rental Property Operations $640,865 $611,264 Assisted Living 44,397 41,683 General and Administrative 94,299 94,030 Depreciation and amortization 298,636 322,137 Property Taxes 75,877 81,771 Interest 477,176 457,460 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGE IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibit 27 -- Financial Data Schedule B. None 9 11 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. AMERICAN RETIREMENT VILLAS PROPERTIES III A CALIFORNIA LIMITED PARTNERSHIP By: ARV Assisted Living, Inc. (Managing General Partner) By: /s/ GARY L. DAVIDSON --------------------------- Gary L. Davidson Chairman of the Board Date: August 13, 1996 By: /s/ GRAHAM P. ESPLEY-JONES ------------------------------ Graham P. Espley-Jones Chief Financial Officer Date: August 13, 1996 10