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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, 2011

 

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 0-14187

 

## CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Exact name of registrant as specified in its charter)

 
| Delaware                        | 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)

 

(864) 239-1000

(Registrant’s telephone number, including area code)

 

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.

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer [ ]                                               | Accelerated filer [ ]         |
|---------------------------------------------------------------------------|-------------------------------|
| Non-accelerated filer [ ] 

(Do not check if a smaller reporting company) | Smaller reporting company [X] |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No

 

 

### PART I – FINANCIAL INFORMATION
 

 

**Item 1.     Financial Statements.**

 

 

 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

BALANCE SHEETS

(Unaudited)

 (In thousands)

 

 

 

June 30,

2011

December 31,

2010

Assets

 

 

Cash and cash equivalents

$    449

$    336

Receivables and deposits

     331

     343

Restricted escrow

      --

      15

Other assets

     540

     509

Note receivable

      --

   2,418

Investment properties:

 

 

Land

   3,082

   3,082

Buildings and related personal property

  39,288

  42,082

Total investment property

  42,370

  45,164

Less accumulated depreciation

  (27,077)

  (28,722)

Investment property, net

  15,293

  16,442

Assets held for sale 

      --

   5,113

Total assets

$ 16,613

$ 25,176

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    629

$    122

Tenant security deposit liabilities

     185

     182

Accrued property taxes

      92

     164

Other liabilities

     446

     411

Mortgage notes payable 

  25,846

  25,984

Liabilities related to assets held for sale

      --

  10,569

Total liabilities

  27,198

  37,432

 

 

 

Partners' Deficit

 

 

General partner

     (948)

     (965)

Limited partners 

   (9,637)

  (11,291)

Total partners’ deficit

  (10,585)

  (12,256)

Total liabilities and partners’

  deficit

 

$ 16,613

 

$ 25,176

 

*See Accompanying Notes to Financial Statements*

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
 

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit data)

 

 

Three Months EndedJune 30,

2011

Three Months EndedJune 30,

2010

Six Months EndedJune 30,

2011

Six Months EndedJune 30,

2010

 

Revenues:

 

 

 

 

  Rental income

  $ 1,394

  $ 1,355

  $ 2,788

  $ 2,701

  Other income

      333

      246

      561

      466

Total revenues

    1,727

    1,601

    3,349

    3,167

 

 

 

 

 

Expenses:

 

 

 

 

  Operating

      722

      696

    1,387

    1,451

  General and administrative

       75

       92

      142

      186

  Depreciation

      915

      978

    1,829

    1,964

  Interest

      488

      491

      975

      996

  Property tax

       66

      112

      163

      226

Total expenses

    2,266

    2,369

    4,496

    4,823

 

 

 

 

 

Loss from continuing operations

     (539)

     (768)

   (1,147)

   (1,656)

Income (loss) from discontinued

  operations 

 

   (3,508)

 

        8

 

   (3,552)

 

     (186)

Gain on sale of discontinued

  operations 

 

   19,571

 

       18

 

   19,571

 

    7,708

Net income (loss)

  $15,524

  $  (742)

  $14,872

  $ 5,866

 

 

 

 

 

Net income (loss) allocated to general partner

  $   156

  $    (7)

  $   149

  $    59

Net income (loss) allocated to limited partners

  $  (243)

  $  (735)

  $  (888)

  $ 5,807

Net income (loss) allocated to limited partners (Series A)

  $  (280)

  $    --

  $  (280)

  $    --

Net income (loss) allocated to limited partners (Series B)

  $15,891

  $    --

  $15,891

  $    --

 

 

 

 

 

Per limited partnership unit:

 

 

 

 

Loss from continuing operations

  $  (.67)

  $ (1.99)

  $ (2.24)

  $ (4.28)

Loss from continuing operations (Series A)

     (.73)

       --

     (.73)

       --

Income (loss) from discontinued operations

      .03

      .02

     (.08)

     (.48)

Income (loss) from discontinued operations (Series B)

    (9.10)

       --

    (9.10)

       --

Gain on sale of discontinued operations 

       --

      .05

       --

    19.92

Gain on sale of discontinued operations (Series B)

    50.60

       --

    50.60

       --

Net income (loss) per limited partnership unit

  $ 40.13

  $ (1.92)

  $ 38.45

  $ 15.16

 

 

 

 

 

Distribution per limited partnership unit:

  $    --

  $    --

  $   .77

  $  4.33

    Series A

  $  6.46

  $    --

  $  6.46

  $    --

    Series B

  $ 26.89

  $    --

  $ 26.89

  $    --

 

*See Accompanying Notes to Financial Statements*

 
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

 

STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY)/CAPITAL

(Unaudited)

(In thousands)

 

 

 

General
Partner
 

Limited
Partners
Series A

Unit

Holders

Series B 

Unit

Holders

Subtotal

Limited

Partners

 

 

Total

 
  
 

 

 

 

 

 

 

 

 

 

 

Partners’ deficit at

  December 31, 2010

 

 $(965)

 

$(11,291)

 

$     --

 

 $     --

 

 $(11,291)

 

$(12,256)

 

 

 

 

 

 

 

Distributions to

  partners January 1,

  2011 through

  May 9, 2011

 

 

 

    (3)

 

 

 

    (297)

 

 

 

      --

 

    

  

       --

 

 

 

     (297)

 

 

 

   (300)

 

 

 

 

 

 

 

Net loss for the period

  January 1, 2011

  through May 9, 2011

 

 

    (8)

 

 

    (888)

 

 

      --

 

 

       --

 

 

     (888)

 

 

   (896)

 

 

 

 

 

 

 

Partners’ deficit at

  May 9, 2011

 

  (976)

 

 (12,476)

 

      --

 

       --

 

  (12,476)

 

(13,452)

 

 

 

 

 

 

 

Allocation of Units

    --

  12,476

  (7,056)

   (5,420)

       --

     --

 

 

 

 

 

 

 

Distributions to

  partners May 10, 2011

  through June 30, 2011

 

 

(129)

 

 

      --

 

 

  (2,475)

 

 

  (10,297)

 

 

  (12,772)

 

 

(12,901)

 

 

 

 

 

 

 

Net income (loss) for

  the period May 10,

  2011 through

  June 30, 2011

 

 

 

   157

 

 

 

      --

 

 

 

    (280)

 

 

 

   15,891

 

 

 

   15,611

 

 

 

 15,768

 

 

 

 

 

 

 

Partners’ (deficiency)

  capital at

  June 30, 2011

 

 

 $(948)

 

 

$     --

 

 

$ (9,811)

 

 

 $    174

 

 

 $ (9,637)

 

 

$(10,585)

 

*See Accompanying Notes to Financial Statements*

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
 

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

Six Months Ended

June 30,

2011

Six Months Ended

June 30,

2010

Cash flows from operating activities:

 

 

Net income

 $ 14,872

$ 5,866

Adjustments to reconcile net income to net cash 

 

 

provided by operating activities:

 

 

Depreciation

  2,067

  2,268

Amortization of loan costs

     55

     67

Amortization of and early recognition of discount on

  note receivable

 

     (82)

 

      (7)

Casualty gain

     (13)

     (25)

Gain on sale of discontinued operations

 (19,571)

  (7,708)

Loss on extinguishment of debt

  3,380

     44

Change in accounts:

 

 

Receivables and deposits

     77

    249

Other assets

     (70)

     57

Accounts payable

     58

    (109)

Tenant security deposit liabilities

     (62)

     (50)

Accrued property taxes

     (72)

     (83)

Other liabilities

     (25)

    (235)

Due to affiliates

     --

      (5)

Net cash provided by operating activities

    614

    329

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (396)

    (315)

Net withdrawals from restricted escrow

     15

     --

Proceeds from the sale of discontinued operations

 24,393

  2,468

Collection of note receivable

  2,500

      --

Insurance proceeds received

     13

     27

Net cash provided by investing activities

 26,525

  2,180

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

    (208)

    (238)

Repayment of mortgage note payable

 (10,374)

     --

Advances from affiliate

     63

     47

Repayment of advances from affiliate

     (63)

    (661)

Prepayment penalty paid

  (3,243)

     --

Distributions to partners

 (13,201)

  (1,674)

Net cash used in financing activities

 (27,026)

  (2,526)

 

 

 

Net increase (decrease) in cash and cash equivalents

    113

     (17)

 

 

 

Cash and cash equivalents at beginning of period

    336

    196

 

 

 

Cash and cash equivalents at end of period

 $    449

$   179

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

 $  1,354

$ 1,455

 

 

 

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements in accounts

  payable

 

 $    451

 

$    39

Note receivable, net of discount

 $     --

$ 2,389

Assumption of mortgage by buyer

 $     --

$10,586

 

*See Accompanying Notes to Financial Statements*

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

**Note A – Basis of Presentation**

 

The accompanying unaudited financial statements of Consolidated Capital Institutional Properties/3, LP (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 8-03 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"), which is wholly owned by Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. 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, 2010.

 

The Partnership Agreement provides that the Partnership is to terminate on December 31, 2015 unless terminated prior to that date. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

 

The accompanying statements of operations for the three and six months ended June 30, 2010 have been restated to reflect the operations of Lamplighter Park Apartments as discontinued operations as a result of the sale of the property in June 2011. In addition, the statements of operations for the three and six months ended June 30, 2010 reflect the operations of Sienna Bay Apartments as discontinued operations as a result of the sale of the property in March 2010.  As a result of the sale of Lamplighter Park Apartments in June 2011, the accompanying balance sheet as of December 31, 2010 has been restated to reflect the respective assets and liabilities of Lamplighter Park Apartments as held for sale. The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2011 and 2010 (in thousands):

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

Expenses

 

Casualty

Gain

Loss on

Extinguishment

of Debt

Loss from

Discontinued

Operations

Lamplighter

  Park

  Apartments

 

 

$ 1,123

 

 

$(1,308)

 

 

$   13

 

$  (3,380)

 

 

$  (3,552)

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

Expenses

 

 

Casualty

Gain

 

Loss on

Extinguishment

of Debt

 

Loss from

Discontinued

Operations

 

 

 

 

 

 

Lamplighter

 Park

 Apartments

 

 

$ 1,128

 

 

$(1,266)

 

 

 $   25

 

 

$    --

 

 

 $  (113)

Sienna Bay

 Apartments

 

    481

 

   (510)

 

      --

 

    (44)

 

     (73)

 

$ 1,609

$(1,776)

 $    25

$   (44)

 $  (186)

 

Organization:

 

On May 9, 2011, the General Partner amended the Partnership’s certificate of limited partnership and the Partnership Agreement to establish and convert the Partnership’s existing partnership interests into two separate series of partnership interests that have separate rights with respect to specified Partnership property.  Effective as of the close of business on May 9, 2011 (the “Establishment Date”), each then outstanding interest of the General Partner of the Partnership was converted into one Series A GP Interest and one Series B GP Interest and each then outstanding unit of limited partnership interest in the Partnership was converted into one Series A Unit and one Series B Unit.  The Series A GP Interest and the Series A Units are collectively referred to as the “Series A Interests”, and the Series B GP Interest and the Series B Units are collectively referred to as the “Series B Interests”. Except as described below, the Series A Interests and the Series B Interests entitle the holders thereof to the same rights as the holders of partnership interests had prior to the Establishment Date.

 

From and after the Establishment Date, the Series A Interests will be entitled to all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Interests (as defined below), including, but not limited to, all profits, losses and distributions from such entities. 

 

From and after the Establishment Date, the Series B Interests will be entitled to all of the Partnership’s interest in Lamplighter Park Apartments (the “Series B Interests”), including, but not limited to, all profits, losses and distributions from Lamplighter Park Apartments. 

 

On July 28, 2011, the Partnership entered into an agreement and plan of merger with AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CCIP/3 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into the Partnership, with the Partnership as the surviving entity. 

 

In the merger each Series A unit of limited partnership interest (each a “Series A Unit”) of the Partnership outstanding immediately prior to the consummation of the merger (other than Series A Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $59.36 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $59.36 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger (the “OP Unit Consideration”). However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Series A Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration. 

 

In the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Series A Units of the Partnership.  As a result, after the merger, AIMCO Properties, L.P. will own all of the outstanding Series A Units. The Series B Units of limited partnership interest of the Partnership will not be affected by the merger and will remain outstanding following the consummation of the merger. ConCap Equities, Inc. will continue to be the general partner of the Partnership after the merger, and the Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger. 
 

Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Series A Units. As of June 30, 2011 and December 30, 2010, the Partnership had issued and outstanding 382,925.60 Series A and B Units, and AIMCO Properties, L.P. and its affiliates owned 239,212 of those Series A and B Units, or approximately 62.47% of the number of outstanding Series A and B Units. AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the merger.

 
Note B – Transactions with Affiliated Parties
 

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.  

 

Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership was charged by such affiliates approximately $216,000 and $245,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in operating expense and income (loss) from discontinued operations.

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $106,000 and $124,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses, investment properties, assets held for sale and gain on sale of discontinued operations. The portion of these reimbursements included in investment properties, assets held for sale and gain on sale of discontinued operations for the six months ended June 30, 2011 and 2010 are construction management services provided by an affiliate of the General Partner of approximately $18,000 and $24,000, respectively.

 

During the six months ended June 30, 2011 and 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $63,000 to cover property taxes at Cedar Rim Apartments and approximately $47,000 to cover expenses related to operations at Tamarac Village Apartments and Cedar Rim Apartments, respectively. During the six months ended June 30, 2011 and 2010, the Partnership repaid AIMCO Properties, L.P., approximately $63,000 and $667,000, respectively. The repayments included accrued interest of less than $1,000 and $6,000, respectively.  AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. Interest expense on outstanding advance balances was less than $1,000 and approximately $1,000 for the six months ended June 30, 2011 and 2010, respectively. There were no outstanding advances or accrued interest owed at June 30, 2011 and December 31, 2010. Subsequent to June 30, 2011, the Partnership received an advance of approximately $480,000 to fund operating expenses and capital expenditures at Tamarac Village Apartments. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  

 

The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the General Partner. During the six months ended June 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $91,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year. The Partnership was charged by Aimco and its affiliates approximately $135,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010. Note C – Casualty Event
 

During October 2009, one of the Partnership’s investment properties, Lamplighter Park Apartments, sustained storm damage from leaking roofs of approximately $49,000, including clean-up costs of approximately $22,000 which were included in operating expense during the fourth quarter of 2009. During the three and six months ended June 30, 2010, the Partnership received insurance proceeds of approximately $42,000 including approximately $3,000 for rental loss and approximately $12,000 for clean-up costs. The Partnership recognized a casualty gain of approximately $25,000 during the three and six months ended June 30, 2010, as the result of receiving insurance proceeds of approximately $27,000 net of the write off of approximately $2,000 of undepreciated damaged assets. The casualty gain is included in income (loss) from discontinued operations.

 

During December 2010, one of the Partnership’s investment properties, Lamplighter Park Apartments, sustained flood damage from a broken sump pump of approximately $25,000. During the six months ended June 30, 2011, the Partnership received insurance proceeds of approximately $15,000, including approximately $2,000 for rental loss. The Partnership recognized a casualty gain of approximately $13,000 during the six months ended June 30, 2011 as a result of the receipt of insurance proceeds of approximately $15,000, net of the rental loss of approximately $2,000 and the write off of undepreciated damaged assets of less than $1,000. The casualty gain is included in loss from discontinued operations.

 
Note D – Sale of Investment Properties
 

On June 21, 2011, the Partnership sold Lamplighter Park Apartments to a third party for a gross sales price of $25,125,000. The net proceeds realized by the Partnership were approximately $24,393,000 after payment of closing costs of approximately $732,000. The Partnership used approximately $10,374,000 of the net proceeds to repay the mortgage encumbering the property. As a result of the sale, the Partnership recognized a gain on sale of discontinued operations of approximately $19,571,000 during the three and six months ended June 30, 2011. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $3,380,000 during the three and six months ended June 30, 2011 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage of approximately $3,243,000, which is included in loss from discontinued operations.

 

On March 5, 2010, the Partnership sold Sienna Bay Apartments to a third party for a gross sales price of $16,850,000. The net proceeds realized by the Partnership were approximately $3,468,000 after payment of closing costs of approximately $296,000, the assumption of the mortgage of approximately $10,586,000 by the purchaser and financing of $2,500,000 provided by the Partnership (see “Note E – Note Receivable”). In connection with the sale, the Partnership received a non-refundable sale deposit of $1,000,000 from the purchaser during the year ended December 31, 2009. The sale deposit was released during the six months ended June 30, 2010 and is included with the net proceeds realized by the Partnership (as discussed above). As a result of the sale, the Partnership recognized a gain on sale of discontinued operations of approximately $18,000 and $7,708,000 during the three and six months ended June 30, 2010, respectively. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $44,000 during the six months ended June 30, 2010 due to the write-off of unamortized loan costs, which is included in loss from discontinued operations. 
 

**Note E – Note Receivable**

 

In connection with the sale of Sienna Bay Apartments, the Partnership provided $2,500,000 in financing to the purchaser (the “Seller Loan”). Monthly payments of interest only commenced May 1, 2010 and were to continue through the Seller Loan’s October 10, 2012 maturity, which was consistent with the maturity of the senior mortgage loan encumbering Sienna Bay Apartments that was assumed by the purchaser in connection with the sale. Interest on the Seller Loan was payable at a rate of 5.0% each year until maturity. At the date of the sale, the fair value of the note receivable was approximately $2,389,000 and accordingly the Partnership recorded a discount of approximately $111,000 which was calculated using a rate of 7%. The discount was being amortized over the term of the note. During the six months ended June 30, 2011 and 2010, the Partnership recognized related interest income of approximately $87,000 and $37,000, respectively, which is included in other income. At December 31, 2010, the discount on the note receivable was approximately $82,000. During the three and six months ended June 30, 2011, the Partnership received from the purchaser $2,500,000 plus accrued interest in full satisfaction of the note receivable. Included in other income for the three and six months ended June 30, 2011 is approximately $60,000 which was the remaining discount balance as a result of the payment of the note receivable prior to its maturity.

 

**Note F – Fair Value of Financial Instruments**

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At June 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $29,624,000.

 

**Note G – Distributions**

 

The Partnership distributed the following amounts during the six months ended June 30, 2011 and 2010 (in thousands, except per unit data).

 

 

 

Per Limited

 

Per Limited

 

Six Months Ended

Partnership

Six Months Ended

Partnership

 
June 30, 2011UnitJune 30, 2010Unit
 

 

 

 

 

Sale (1)

      $ 2,558

   $ 6.61

       $1,674

    $ 4.33

Sale (2)

       10,401

    26.89

           --

        --

Operations

          242

      .62

           --

        --

 

      $13,201

   $34.12

       $1,674

    $ 4.33

 

(1) Proceeds from the March 2010 sale of Sienna Bay Apartments.

(2) Proceeds from the June 2011 sale of Lamplighter Park Apartments.

 
Note H – Contingencies
 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.
 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be responsible for environmental liabilities or costs associated with its properties.

 
Note I – Investment Property
 

During the three months ended June 30, 2011, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $4,406,000 and accumulated depreciation of approximately $4,406,000.

 

 
****
**Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.**
 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.
 

The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for each of the six months ended June 30, 2011 and 2010:

 

 

Average Occupancy

Property

2011

2010

 

 

 

Cedar Rim Apartments

96%

95%

  New Castle, Washington

 

 

Tamarac Village Apartments

98%

96%

  Denver, Colorado

 

 

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. 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, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership recognized net income of approximately $15,524,000 and $14,872,000 for the three and six months ended June 30, 2011, respectively, compared to net loss of approximately $742,000 and net income of approximately $5,866,000 for the three and six months ended June 30, 2010, respectively. The statements of operations for three and six months ended June 30, 2010 have been restated to reflect the operations of Lamplighter Park Apartments as discontinued operations as a result of the sale of the property in June 2011. In addition, the statements of operations for the three and six months ended June 30, 2010 reflect the operations for Sienna Bay Apartments as discontinued operations as a result of the sale of the property in March 2010. As a result of the sale of Lamplighter Park Apartments in June 2011, the balance sheet as of December 31, 2010 has been restated to reflect the respective assets and liabilities of Lamplighter Park Apartments as held for sale.
 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2011 and 2010 (in thousands):

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

Expenses

 

Casualty

Gain

Loss on

Extinguishment

of Debt

Loss from

Discontinued

Operations

Lamplighter

  Park

  Apartments

 

 

$ 1,123

 

 

$(1,308)

 

 

$   13

 

 

$  (3,380)

 

 

$  (3,552)

 

Six Months Ended June 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

Expenses

 

 

Casualty

Gain

 

Loss on

Extinguishment

of Debt

Loss from

Discontinued

Operations

 

 

 

 

 

 

Lamplighter

 Park

 Apartments

 

 

$ 1,128

 

 

$(1,266)

 

 

 $   25

 

 

$    --

 

 

 $  (113)

Sienna Bay

 Apartments

 

    481

 

   (510)

 

      --

 

    (44)

 

     (73)

 

$ 1,609

$(1,776)

 $    25

$   (44)

 $  (186)

 

On June 21, 2011, the Partnership sold Lamplighter Park Apartments to a third party for a gross sales price of $25,125,000. The net proceeds realized by the Partnership were approximately $24,393,000 after payment of closing costs of approximately $732,000. The Partnership used approximately $10,374,000 of the net proceeds to repay the mortgage encumbering the property. As a result of the sale, the Partnership recognized a gain on sale of discontinued operations of approximately $19,571,000 during the three and six months ended June 30, 2011. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $3,380,000 during the three and six months ended June 30, 2011 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage of approximately $3,243,000, which is included in loss from discontinued operations.

 

On March 5, 2010, the Partnership sold Sienna Bay Apartments to a third party for a gross sales price of $16,850,000. The net proceeds realized by the Partnership were approximately $3,468,000 after payment of closing costs of approximately $296,000, the assumption of the mortgage of approximately $10,586,000 by the purchaser and financing of $2,500,000 provided by the Partnership. In connection with the sale, the Partnership received a non-refundable sale deposit of $1,000,000 from the purchaser during the year ended December 31, 2009. The sale deposit was released during the six months ended June 30, 2010 and is included with the net proceeds realized by the Partnership (as discussed above). As a result of the sale, the Partnership recognized a gain on sale of discontinued operations of approximately $18,000 and $7,708,000 during the three and six months ended June 30, 2010, respectively. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $44,000 during the six months ended June 30, 2010 due to the write-off of unamortized loan costs, which was included in loss from discontinued operations. In connection with the sale of Sienna Bay Apartments, the Partnership provided $2,500,000 in financing to the purchaser (the “Seller Loan”). Monthly payments of interest only commenced May 1, 2010 and were to continue through the Seller Loan’s October 10, 2012 maturity, which is consistent with the maturity of the senior mortgage loan encumbering Sienna Bay Apartments that was assumed by the purchaser in connection with the sale. Interest on the Seller Loan was payable at a rate of 5.0% each year until maturity. During the three and six months ended June 30, 2011, the Partnership received from the purchaser $2,500,000 plus accrued interest in full satisfaction of the note receivable. Included in other income for the three and six months ended June 30, 2011 is approximately $60,000 which was the remaining discount balance as a result of the payment of the note receivable prior to its maturity.
 

During October 2009, one of the Partnership’s investment properties, Lamplighter Park Apartments, sustained storm damage from leaking roofs of approximately $49,000, including clean-up costs of approximately $22,000 which were included in operating expense during the fourth quarter of 2009. During the three and six months ended June 30, 2010, the Partnership received insurance proceeds of approximately $42,000 including approximately $3,000 for rental loss and approximately $12,000 for clean-up costs. The Partnership recognized a casualty gain of approximately $25,000 during the three and six months ended June 30, 2010, as the result of receiving insurance proceeds of approximately $27,000 net of the write off of approximately $2,000 of undepreciated damaged assets. The casualty gain is included in income (loss) from discontinued operations.

 

During December 2010, one of the Partnership’s investment properties, Lamplighter Park Apartments, sustained flood damage from a broken sump pump of approximately $25,000. During the six months ended June 30, 2011, the Partnership received insurance proceeds of approximately $15,000, including approximately $2,000 for rental loss. The Partnership recognized a casualty gain of approximately $13,000 during the six months ended June 30, 2011 as a result of the receipt of insurance proceeds of approximately $15,000, net of the rental loss of approximately $2,000 and the write off of undepreciated damaged assets of less than $1,000. The casualty gain is included in loss from discontinued operations.

 

The Partnership recognized losses from continuing operations of approximately $539,000 and $1,147,000 for the three and six months ended June 30, 2011, respectively, compared to approximately $768,000 and $1,656,000 for the three and six months ended June 30, 2010, respectively. The decrease in loss from continuing operations for both the three and six months ended June 30, 2011 is due to an increase in total revenues and a decrease in total expenses.

 

Total revenues increased for both the three and six months ended June 30, 2011 due to increases in both rental and other income. Rental income increased for both periods primarily due to an increase in the average rental rate at Tamarac Village Apartments. Other income increased for both periods due to interest income earned on the note receivable related to the sale of Sienna Bay Apartments and the recognition of remaining discount on the note receivable during June 2011 upon repayment in full of the note receivable prior to its maturity.

 

Total expenses decreased for the three months ended June 30, 2011 due to decreases in general and administrative, depreciation, and property tax expenses, partially offset by an increase in operating expense. Total expenses decreased for the six months ended June 30, 2011 due to decreases in operating, general and administrative, depreciation and property tax expenses. Interest expense remained relatively constant for the comparable periods.

 

Operating expense increased for the three month period due to increases in routine repairs and maintenance at Tamarac Village Apartments, clean up costs at Tamarac Village Apartments related to water damage at one apartment unit, insurance premiums at both investment properties and consulting fees related to the successful appeal of property taxes at both investment properties. Operating expense decreased for the six month period due to decreases in salaries and related benefits as a result of a decrease in staffing and utility costs primarily at Tamarac Village Apartments, partially offset by increases in insurance premiums at both investment properties and consulting fees related to the successful appeal of property taxes at both investment properties. Depreciation expense decreased for both periods due to assets becoming fully depreciated at both of the Partnership’s investment properties during 2010. Property tax expense decreased for both periods primarily due to a decrease in the assessed value of Tamarac Village Apartments and the receipt of a refund of prior year taxes paid for Cedar Rim Apartments.
 

General and administrative expense decreased for the three and six months ended June 30, 2011 due to a decrease in management reimbursements to the General Partner as allowed under the Partnership Agreement and costs associated with communications to investors as a result of the sale of Sienna Bay Apartments in March 2010. Also included in general and administrative expenses for the three and six months ended June 30, 2011 and 2010 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Liquidity and Capital Resources

 

At June 30, 2011, the Partnership had cash and cash equivalents of approximately $449,000 compared to approximately $336,000 at December 31, 2010. The increase in cash and cash equivalents of approximately $113,000 is due to approximately $26,525,000 and $614,000 of cash provided by investing and operating activities, respectively, partially offset by approximately $27,026,000 of cash used in financing activities. Cash provided by investing activities consisted of proceeds from the sale of discontinued operations, net withdrawals from a restricted escrow, note receivable collection, and insurance proceeds received, partially offset by property improvements and replacements. Cash used in financing activities consisted of payments on mortgage notes payable, repayment of mortgage note payable, distributions to partners, repayment of advances from an affiliate, and payment of a prepayment penalty, partially offset by advances received from an affiliate.

 

During the six months ended June 30, 2011 and 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $63,000 to cover property taxes at Cedar Rim Apartments and approximately $47,000 to cover expenses related to operations at Tamarac Village Apartments and Cedar Rim Apartments, respectively. During the six months ended June 30, 2011 and 2010, the Partnership repaid AIMCO Properties, L.P., an affiliate of the General Partner, approximately $63,000 and $667,000, respectively. The repayments included accrued interest of less than $1,000 and $6,000, respectively. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. Interest expense on outstanding advance balances was less than $1,000 and approximately $1,000 for the six months ended June 30, 2011 and 2010, respectively. There were no outstanding advances or accrued interest owed at June 30, 2011 and December 31, 2010. Subsequent to June 30, 2011, the Partnership received an advance of approximately $480,000 to fund operating expenses and capital expenditures at Tamarac Village Apartments. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  

 

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 Partnership and to comply with Federal, state, and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for each of the Partnership's properties are detailed below.
 

Cedar Rim Apartments

 

During the six months ended June 30, 2011, the Partnership completed approximately $14,000 of capital improvements at the property consisting primarily of floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Lamplighter Park Apartments

 

During the six months ended June 30, 2011, the Partnership completed approximately $142,000 of capital improvements at the property consisting primarily of appliance and floor covering replacements, heating upgrades and construction related to the casualty discussed above. These improvements were funded from operating cash flow and insurance proceeds. This property was sold during June 2011.

 

Tamarac Village Apartments

 

During the six months ended June 30, 2011, the Partnership completed approximately $664,000 of capital improvements at the property consisting primarily of stairway and railings upgrades, parking lot repavement, water heater and floor covering replacements and heating upgrades. These improvements were funded from operating cash flow, advances from an affiliate and replacement reserves. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to fund such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership's assets are thought to be generally sufficient for near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnership's properties of approximately $25,846,000 requires monthly payments until the loans mature during July and August 2021 and have balloon payments totaling approximately $21,712,000 due at maturity. The General Partner may attempt to refinance such indebtedness and/or sell the properties prior to termination of the Partnership.

 

The Partnership distributed the following amounts during the six months ended June 30, 2011 and 2010 (in thousands, except per unit data).

 

 

 

Per Limited

 

Per Limited

 

Six Months Ended

Partnership

Six Months Ended

Partnership

 
June 30, 2011UnitJune 30, 2010Unit
 

 

 

 

 

Sale (1)

      $ 2,558

   $ 6.61

       $1,674

    $ 4.33

Sale (2)

       10,401

    26.89

           --

        --

Operations

          242

      .62

           --

        --

 

      $13,201

   $34.12

       $1,674

    $ 4.33

 

(1) Proceeds from the March 2010 sale of Sienna Bay Apartments.

(2) Proceeds from the June 2011 sale of Lamplighter Park Apartments.
 

If the merger transaction (as discussed below) is not consummated, future cash distributions will depend on the levels of cash generated from operations, the timing of debt maturities, property sales and/or refinancings. The Partnership’s cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations after required capital improvement expenditures, to permit any additional distributions to its partners in 2011 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 239,212 limited partnership units (the "Units") in the Partnership representing 62.47% of the outstanding Units at June 30, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 62.47% of the outstanding Units, Aimco and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

 

On July 28, 2011, the Partnership entered into an agreement and plan of merger with AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CCIP/3 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into the Partnership, with the Partnership as the surviving entity. 

 

In the merger each Series A unit of limited partnership interest (each a “Series A Unit”) of the Partnership outstanding immediately prior to the consummation of the merger (other than Series A Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $59.36 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $59.36 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger (the “OP Unit Consideration”). However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Series A Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration. 

 

In the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Series A Units of the Partnership.  As a result, after the merger, AIMCO Properties, L.P. will own all of the outstanding Series A Units. The Series B Units of limited partnership interest of the Partnership will not be affected by the merger and will remain outstanding following the consummation of the merger. ConCap Equities, Inc. will continue to be the general partner of the Partnership after the merger, and the Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger. 

 

Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Series A Units. As of June 30, 2011 and December 30, 2010, the Partnership had issued and outstanding 382,925.60 Series A and B Units, and AIMCO Properties, L.P. and its affiliates owned 239,212 of those Series A and B Units, or approximately 62.47% of the number of outstanding Series A and B Units. AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the merger. 
 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Assets

 

Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment properties. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and change in interest rates and the availability of financing.  Any adverse changes in these and other factors could cause an impairment of the Partnership’s assets.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

** **

Assets Held for Sale

The Partnership classifies long-lived assets as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the asset; the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Depreciation is not recorded during the period in which the long-lived asset is classified as held for sale.  When the asset is designated as held for sale, the related results of operations are presented as discontinued operations.
** **

**Item 4.**     **Controls and Procedures.**

** **

(a)   Disclosure Controls and Procedures. 

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

(b)   Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

**PART II - OTHER INFORMATION**
** **

**Item 6.     Exhibits.**

 

See Exhibit Index Attached.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 
- should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; 

 
- have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; 

 
- may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and 

 
- were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. 

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.  
****
**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.

 

 

 

 

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

 

 

 

By:   CONCAP EQUITIES, INC.

 

      General Partner

 

 

Date: August 12, 2011

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

Date: August 12, 2011

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership Accounting

 

 

 

 

 
**CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP**

** **

**EXHIBIT INDEX**

** **

** **

Exhibit Number   Description of Exhibit

 

 

3.1         Certificate of Limited Partnership of Registrant, dated August 29, 2008. 

      

3.2         Amendment to Certificate of Limited Partnership of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011).

      

3.3         Second Amended and Restated Limited Partnership Agreement of Registrant, dated May 22, 1984. 

      

3.4         First Amendment to the Second Amended and Restated Limited Partnership Agreement of Registrant, dated October 23, 1990. 

      

3.5         Second Amendment to the Second Amended and Restated Limited Partnership Agreement of Registrant, dated October 23, 1990. 

      

3.6         Third Amendment to the Second Amended and Restated Limited Partnership Agreement of Registrant, dated October 12, 2006 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006). 

      

3.7         Fourth Amendment to the Second Amended and Restated Limited Partnership Agreement of Registrant, dated August 29, 2008 (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008). 

      

3.8         Fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of Registrant, dated May 9, 2011 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, dated May 9, 2011).

 

10.1        Agreement and Plan of Merger, dated July 28, 2011, by and among Consolidated Capital Institutional Properties/3, LP, AIMCO Properties, L.P. and AIMCO CCIP/3 Merger Sub LLC.  Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 28, 2011. 

 

10.66       Multifamily Note, dated March 31, 2009, between Cedar Rim Apartments, LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 

10.67       Multifamily Deed of Trust, Assignment of Rents and Security Agreement, dated March 31, 2009, between Cedar Rim Apartments, LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 

10.68       Guaranty, dated March 31, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 
10.69       Amended and Restated Multifamily Note (Recast Transaction), dated March 31, 2009, between Cedar Rim Apartments, LLC, a Delaware limited liability company and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 

10.70       Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement (Recast Transaction), dated March 31, 2009, between Cedar Rim Apartments, LLC, a Delaware limited liability company and Federal Home Loan Mortgage Corporation.Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 

10.71       Amended and Restated Guaranty (Recast Transaction), dated March 31, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Federal Home Loan Mortgage Corporation.Incorporated by reference to the Registrant's Current Report on Form 8-K dated March 31, 2009.

 

10.80       Multifamily Note, dated October 5, 2009, between Tamarac Village, LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009.

 

10.81       Multifamily Deed of Trust, Assignment of Rents and Security Agreement, dated October 5, 2009, between Tamarac Village, LLC, a Delaware limited liability company and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009.

 

10.82       Guaranty, dated October 5, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Capmark Bank, a Utah industrial bank. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009.

 

10.83       Amended and Restated Multifamily Note (Recast Transaction), dated October 5, 2009, between Tamarac Village, LLC, a Delaware limited liability company and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009. 

 

10.84       Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement (Recast Transaction), dated October 5, 2009, between Tamarac Village, LLC, a Delaware limited liability company and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009.

 

10.85       Amended and Restated Guaranty (Recast Transaction), dated October 5, 2009, between AIMCO Properties, L.P., a Delaware limited partnership, and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2009.

 

10.99       Purchase and Sale Contract between Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership, and The Ezralow Company, LLC, a Delaware limited liability company, dated March 21, 2011. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 21, 2011.

 

10.100      First Amendment to Purchase and Sale Contract between Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership, and The Ezralow Company, LLC, a Delaware limited liability company, dated April 22, 2011. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated April 22, 2011.
 

10.101      Second Amendment to Purchase and Sale Contract between Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership, and The Ezralow Company, LLC, a Delaware limited liability company, dated May 4, 2011. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 4, 2011.

 

28.1        Fee Owner's General Partnership Agreement (Incorporated by reference to Registration Statement of Partnership (File No. 2-97664) filed July 23, 1985).

 

28.2        Fee Owner's Certificate of Partnership (Incorporated by reference to Registration Statement of Partnership (File No. 2-97664) filed July 23, 1985).

 

31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1        Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.