0000711642-10-000350.txt : 20101115 0000711642-10-000350.hdr.sgml : 20101115 20101115141134 ACCESSION NUMBER: 0000711642-10-000350 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101115 DATE AS OF CHANGE: 20101115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL PROPERTIES III CENTRAL INDEX KEY: 0000317331 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942653686 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10273 FILM NUMBER: 101191194 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391591 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10-Q 1 ccp3_10q.htm FORM 10-QS FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

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 September 30, 2010

[ ] 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 0-10273

CONSOLIDATED CAPITAL PROPERTIES III

(Exact name of registrant as specified in its charter)

California	94-2653686
(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 PROPERTIES III

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	September 30,	December 31,
	2010	2009
	(Unaudited)	(Note)
Assets held for sale:
Cash and cash equivalents	$ 37	$ 52
Receivables and deposits	60	62
Other assets	81	164
Investment property:
Land	125	125
Buildings and related personal property	6,071	5,938
	6,196	6,063
Less accumulated depreciation	(4,471)	(4,210)
	1,725	1,853
	$ 1,903	$ 2,131
Liabilities and Partners' Deficit
Liabilities related to assets held for sale:
Accounts payable	$ 15	$ 25
Tenant security deposit liabilities	37	42
Accrued property taxes	52	- --
Other liabilities	131	139
Due to affiliates (Note B)	1,531	1,289
Mortgage notes payable	6,447	6,510
	8,213	8,005
Partners' Deficit
General partner	(1,619)	(1,602)
Limited partners (158,566 units issued and
outstanding)	(4,691)	(4,272)
	(6,310)	(5,874)
	$ 1,903	$ 2,131

Note: The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL PROPERTIES III

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)

	Three Months		Nine Months
	Ended September 30,		Ended September 30,
	2010	2009	2010	2009

Loss from continuing operations	$ - --	$ - --	$ - --	$ - --
Loss from discontinued operations
Revenues:
Rental income	297	315	904	957
Other income	44	40	117	108
Total revenues	341	355	1,021	1,065

Expenses:
Operating	158	181	479	560
General and administrative	38	44	124	140
Depreciation	87	83	261	243
Interest	182	143	540	435
Property taxes	8	18	53	65
Total expenses	473	469	1,457	1,443

Casualty gain (Note C)	- --	- --	- --	12

Net loss	$ (132)	$ (114)	$ (436)	$ (366)

Net loss allocated to general
partner (4%)	$ (5)	$ (5)	$ (17)	$ (15)
Net loss allocated to limited
partners (96%)	(127)	(109)	(419)	(351)
	$ (132)	$ (114)	$ (436)	$ (366)
Net loss per limited partnership
unit	$ (.80)	$ (.69)	$ (2.64)	$ (2.21)

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL PROPERTIES III

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partner	Partners	Total


Original capital contributions	158,945	$ 1	$ 79,473	$ 79,474

Partners' deficit
at December 31, 2009	158,566	$(1,602)	$ (4,272)	$ (5,874)

Net loss for the nine months
ended September 30, 2010	--	(17)	(419)	(436)

Partners' deficit
at September 30, 2010	158,566	$(1,619)	$ (4,691)	$ (6,310)

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL PROPERTIES III

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	September 30,
	2010	2009
Cash flows from operating activities:
Net loss	$ (436)	$ (366)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation	261	243
Amortization of loan costs	103	16
Casualty gain	--	(12)
Change in accounts:
Receivables and deposits	2	10
Other assets	(20)	2
Accounts payable	(9)	(17)
Tenant security deposit liabilities	(5)	(7)
Due to affiliates	168	127
Accrued property taxes	52	64
Other liabilities	(8)	4
Net cash provided by operating activities	108	64

Cash flows from investing activities:
Property improvements and replacements	(134)	(287)
Insurance proceeds received	--	12
Net cash used in investing activities	(134)	(275)

Cash flows from financing activities:
Payments on mortgage notes payable	(63)	(59)
Advances from affiliate	74	260
Net cash provided by financing activities	11	201

Net decrease in cash and cash equivalents	(15)	(10)

Cash and cash equivalents at beginning of period	52	29
Cash and cash equivalents at end of period	$ 37	$ 19

Supplemental disclosure of cash flow information:
Cash paid for interest	$ 325	$ 353
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
accounts payable	$ 3	$ 7

At December 31, 2009 and 2008, approximately $4,000 and $45,000, respectively of property improvements and replacements were included in accounts payable, and are included in property improvements and replacements for the nine months ended September 30, 2010 and 2009, respectively.

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL PROPERTIES III

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Consolidated Capital Properties III (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 the general partner of the Partnership, ConCap Equities, Inc. (the "General Partner"), all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The General Partner is wholly-owned by Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

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 2009 balances to conform to the 2010 presentation.

Partnership Termination: The Partnership Agreement provides that the Partnership is to terminate on December 31, 2010 unless terminated prior to such date. Since the Partnership’s term will expire on December 31, 2010 and the term cannot be extended, the General Partner began marketing its investment property, Village Green Apartments, for sale in 2010. On October 20, 2010, the Partnership sold Village Green Apartments to an unaffiliated third party for a total sales price of $7,450,000 with the purchaser assuming the mortgage notes payable of the Partnership.

The accompanying consolidated statements of discontinued operations for the three and nine months ended September 30, 2010 and 2009 reflect the operations of Village Green Apartments as loss from discontinued operations and the balance sheets as of September 30, 2010 and December 31, 2009 reflect the assets and liabilities of Village Green Apartments as held for sale, as the Partnership determined that the held for sale criteria were met at September 30, 2010.

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 payments to affiliates for services and reimbursement of certain expenses incurred by affiliates of the General Partner on behalf of the Partnership.

Affiliates of the General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $50,000 and $52,000 for the nine months ended September 30, 2010 and 2009, respectively, which are included in operating expenses.

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $63,000 and $75,000 for the nine months ended September 30, 2010 and 2009, respectively. These amounts are included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the nine months ended September 30, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $7,000 and $22,000, respectively. At September 30, 2010 and December 31, 2009, approximately $237,000 and $174,000, respectively, of such reimbursements were owed to affiliates of the General Partner and are included in due to affiliates. Subsequent to September 30, 2010, the Partnership paid the amounts due to affiliates of the General Partner.

The Partnership Agreement provides for a special management fee equal to 9% of the total distributions made to the limited partners from cash flow from operations to be paid to the General Partner for executive and administrative management services. During the nine months ended September 30, 2010 and 2009, no special management fees were paid as no distributions from cash flow from operations were made.

Pursuant to the Partnership Agreement, the General Partner is entitled to receive a commission equal to 3% of the aggregate disposition price of sold properties. The Partnership paid a commission of $108,000 to the General Partner related to the sale of Professional Plaza in 1999. This amount is subordinate to the limited partners receiving their original capital contributions plus a cumulative preferred return of 6% per annum of their adjusted capital investment, as defined in the Partnership Agreement. Subsequent to September 30, 2010, the General Partner returned the $108,000 previously paid by the Partnership as it was determined that the limited partners would not receive the level of return specified in the Partnership Agreement.

During the nine months ended September 30, 2010 and 2009, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $74,000 and $260,000, respectively, to fund operations and capital expenditures at Village Green Apartments and Partnership expenses. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The outstanding advances made to the Partnership accrue interest at 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. The interest rates on outstanding advances at September 30, 2010 ranged from 5.77% to 12.81%. Interest expense on advances was approximately $105,000 and $69,000 for the nine months ended September 30, 2010 and 2009, respectively. At September 30, 2010 and December 31, 2009, the total amount of outstanding advances and associated accrued interest owed to AIMCO Properties, L.P. was approximately $1,294,000 and $1,115,000, respectively, and is included in due to affiliates. The Partnership does not anticipate that there will be sufficient cash available to fully repay the amounts due to AIMCO Properties, L.P. (as further discussed in Note F). 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 property 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 property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the nine months ended September 30, 2010, the Partnership was charged by AIMCO and its affiliates approximately $30,000 for insurance coverage and fees associated with policy claims administration. The Partnership was charged by AIMCO and its affiliates approximately $31,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2009.

Note C – Casualty Event

In July 2008, Village Green Apartments sustained damages of approximately $22,000 to a concrete wall. No apartment units were damaged. During the nine months ended September 30, 2009, the Partnership recognized a casualty gain of approximately $12,000 as a result of the receipt of insurance proceeds of approximately $12,000. The damaged assets were fully depreciated.

In May 2009, Village Green Apartments sustained damages of approximately $29,000 from a storm. No apartment units were damaged. The Partnership recognized a casualty gain of approximately $6,000 during the fourth quarter of 2009 as a result of the receipt of insurance proceeds of approximately $6,000. The damaged assets were fully depreciated.

Note D – Fair Value of Financial Instruments

FASB ASC 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 September 30, 2010, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $7,360,000.

Note E – Contingencies

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees, and the mediation is currently scheduled for November 16, 2010. The General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property 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 hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances 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 presence of hazardous substances 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 hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances 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 property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

Mold

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of discontinued operations.

Note F – Subsequent Event – Sale of Investment Property

On October 20, 2010, the Partnership sold Village Green Apartments, its sole remaining investment property, to an unaffiliated third party for a total sales price of $7,450,000. The net proceeds realized by the Partnership were approximately $495,000 after payment of closing costs and a prepayment penalty of approximately $515,000 and the assumption of the mortgages encumbering the property of approximately $6,440,000 by the buyer. The Partnership agreed to pay a prepayment penalty of approximately $357,000 applicable to reducing the mortgage loans to a stipulated amount in the loan assumption agreement. The Partnership does not anticipate that there will be sufficient cash available to fully repay the amounts due to AIMCO Properties, L.P., an affiliate of the General Partner. The Partnership anticipates recognizing a gain, during the fourth quarter of 2010, of approximately $5,177,000 as a result of the sale. In addition, the Partnership anticipates recognizing a loss on extinguishment of debt, during the fourth quarter of 2010, of approximately $151,000 as a result of the write off of unamortized loan costs. Due to the sale of its sole investment property, the Partnership expects to liquidate by September 30, 2011.

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 effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. 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; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property 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; development risks; 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 consolidated 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 property consists of one apartment complex. The following table sets forth the average occupancy of the property for each of the nine month periods ended September 30, 2010 and 2009:

	Average Occupancy
Property	2010	2009

Village Green Apartments	97%	94%
Altamonte Springs, Florida

The Partnership attributes the increase in occupancy at Village Green Apartments to increased marketing efforts.

Results of Operations

The statements of discontinued operations for both the three and nine months ended September 30, 2010 and 2009 are presented to reflect the operations of Village Green Apartments as discontinued operations. On October 20, 2010, the Partnership sold Village Green Apartments to an unaffiliated third party for a total sale price of $7,450,000. The respective assets and liabilities of Village Green Apartments are classified as held for sale as of September 30, 2010 and December 31, 2009.

The Partnership recognized losses from discontinued operations of approximately $132,000 and $436,000 for the three and nine months ended September 30, 2010, respectively, and approximately $114,000 and $366,000 for the three and nine months ended September 30, 2009, respectively. The increase in loss from discontinued operations for the three months ended September 30, 2010 is due to a decrease in total revenues and an increase in total expenses. The increase in loss from discontinued operations for the nine months ended September 30, 2010 is due to a decrease in total revenues, an increase in total expenses and the recognition of a casualty gain during the nine months ended September 30, 2009.

The decrease in total revenues for both the three and nine months ended September 30, 2010 is due to a decrease in rental income, partially offset by an increase in other income. The decrease in rental income for both periods is primarily due to a decrease in the average rental rate, partially offset by an increase in occupancy at Village Green Apartments. The increase in other income for both periods is primarily due to an increase in tenant utility reimbursements.

The increase in total expenses for both the three and nine months ended September 30, 2010 is due to increases in depreciation and interest expenses, partially offset by decreases in operating, general and administrative and property tax expenses. The decrease in operating expenses for both periods is due to decreases in salaries and related benefits, routine repair and maintenance expenses, contract services and cleanup costs incurred in 2009 due to minor water damage at the Partnership’s investment property. The decrease in operating expenses for the nine month period is also due to a decrease in insurance expense as a result of decreased hazard insurance premiums at the Partnership’s investment property. The decrease in property tax expense for both periods is due to an adjustment recorded during the three months ended September 30, 2010, based on a decrease in the assessed value of the property. The increase in depreciation expense for both periods is due to property improvements and replacements placed into service at the Partnership’s investment property during the past twelve months. The increase in interest expense for both periods is due to an increase in interest on advances from affiliates due to a higher advance balance and additional loan cost amortization. The increase in interest expense for the nine months ended September 30, 2010 is partially offset by the payment in 2009 of interest incurred in connection with the escheatment of unclaimed distributions.

General and administrative expenses decreased for the nine months ended September 30, 2010 primarily due to a decrease in professional expenses associated with the administration of the Partnership. General and administrative expenses also decreased for the three and nine months ended September 30, 2010 due to a decrease in costs associated with the annual audit required by the Partnership Agreement. Also included in general and administrative expenses for the three and nine months ended September 30, 2010 and 2009 are management reimbursements charged by the General Partner as allowed under the Partnership Agreement and costs associated with the quarterly and annual communications with investors and regulatory agencies.

Liquidity and Capital Resources

At September 30, 2010, the Partnership had cash and cash equivalents of approximately $37,000, compared to approximately $52,000 at December 31, 2009. The decrease in cash and cash equivalents of approximately $15,000 from December 31, 2009 is due to approximately $134,000 of cash used in investing activities, partially offset by approximately $108,000 and $11,000 of cash provided by operating and financing activities, respectively. Cash used in investing activities consisted of property improvements and replacements. Cash provided by financing activities consisted of advances received from an affiliate of the General Partner, partially offset by payments of principal made on the mortgages encumbering Village Green Apartments.

During the nine months ended September 30, 2010 and 2009, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $74,000 and $260,000, respectively, to fund operations and capital expenditures at Village Green Apartments and Partnership expenses. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The outstanding advances made to the Partnership accrue interest at 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. The interest rates on outstanding advances at September 30, 2010 ranged from 5.77% to 12.81%. Interest expense on advances was approximately $105,000 and $69,000 for the nine months ended September 30, 2010 and 2009, respectively. At September 30, 2010 and December 31, 2009, the total amount of outstanding advances and associated accrued interest owed to AIMCO Properties, L.P. was approximately $1,294,000 and $1,115,000, respectively, and is included in due to affiliates. The Partnership does not anticipate that there will be sufficient cash available to fully repay the amounts due to AIMCO Properties, L.P. 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.

During the nine months ended September 30, 2010, the Partnership completed approximately $133,000 of capital improvements at Village Green Apartments, consisting primarily of kitchen and bath upgrades, air conditioning upgrades and appliance and floor covering replacements. These improvements were funded from operations and advances from an affiliate of the General Partner. On October 20, 2010, the Partnership sold Village Green Apartments to an unaffiliated third party.

The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of repayment of amounts due to affiliates) of the Partnership. The first mortgage indebtedness encumbering the Partnership’s property of approximately $2,894,000 required monthly payments of principal and interest and a balloon payment of approximately $2,343,000 due at maturity in 2021. The second mortgage indebtedness encumbering the Partnership’s property of approximately $3,553,000 required monthly payments of principal and interest and a balloon payment of approximately $2,934,000 due at maturity in 2019. In connection with the sale of the property on October 20, 2010, the mortgages were assumed by the buyer.

There were no distributions made to the partners during the nine months ended September 30, 2010 or 2009. The General Partner has evaluated the cash requirements of the Partnership and determined that the net sales proceeds and any other remaining cash will be used to repay outstanding payables to an affiliate of the General Partner. No distribution to partners is anticipated.

Other

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 88,477.50 limited partnership units (the "Units") in the Partnership representing 55.80% of the outstanding Units at September 30, 2010. 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 55.80% of the outstanding Units, AIMCO and its affiliates are in a position to control all 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.

Critical Accounting Policies and Estimates

The consolidated 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 Asset

Investment property is 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 the 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 property. 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 asset.

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 4T. 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 such term is 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 1. Legal Proceedings.

Item 6. Exhibits.

See Exhibit Index.

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 PROPERTIES III

	By: CONCAP EQUITIES, INC.
	General Partner

Date: November 15, 2010	By: /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President

Date: November 15, 2010	By: /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

CONSOLIDATED CAPITAL PARTNERS III

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3.1 Certificate of Limited Partnership, as amended to date (Exhibit 3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, is incorporated herein by reference).

3.2 Partnership Agreement dated May 22, 1980 is incorporated by reference to Exhibit A to the Prospectus of the Registration dated August 17, 1981 as filed with the Commission pursuant to Rule 424(b) under the Act.

10.55 Multifamily Note, dated August 31, 2007 between Concap Village Green Associates, Ltd., a Texas limited partnership, and Capmark Bank, a Utah industrial bank, incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007.

10.56 Amended and Restated Multifamily Note, dated August 31, 2007 between Concap Village Green Associates, Ltd., a Texas limited partnership, and Federal Home Loan Mortgage Corporation, incorporated by reference to the Registrant’s Current Report on Form 8-K dated August 31, 2007.

10.62 Purchase and Sale Contract, dated May 24, 2010 between Concap Village Green Associates, Ltd., a Texas limited partnership, and Harbor Group International, LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2010.

10.63 First Amendment to Purchase and Sale Contract, dated May 26, 2010 between Concap Village Green Associates, Ltd., a Texas limited partnership, and Harbor Group International, LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 24, 2010.

10.64 Reinstatement of and Second Amendment to Purchase and Sale Contract, dated July 16, 2010 between Concap Village Green Associates, Ltd., a Texas limited partnership, and Harbor Group International, LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 16, 2010.

10.65 Reinstatement of and Third Amendment to Purchase and Sale Contract, dated October 5, 2010 between Concap Village Green Associates, Ltd., a Texas limited partnership and Village Green Gardens Associates, LLC, a Virginia limited liability company, as assignee of Harbor Group International, LLC, a Delaware limited liability company, incorporated by reference to the Registrant’s Current Report on Form 8-K dated October 5, 2010.

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 the equivalent of the 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.

EX-31.1 2 ccp3_ex31z1.htm EXHIBIT 31.1 Exhibit 31

Exhibit 31.1

CERTIFICATION

I, Steven D. Cordes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Consolidated Capital Properties III;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 15, 2010

/s/Steven D. Cordes

Steven D. Cordes

Senior Vice President of ConCap Equities, Inc., equivalent of the chief executive officer of the Partnership

EX-31.2 3 ccp3_ex31z2.htm EXHIBIT 31.2 Exhibit 31

Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Consolidated Capital Properties III;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 15, 2010

/s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting of ConCap Equities, Inc., equivalent of the chief financial officer of the Partnership

EX-32.1 4 ccp3_ex32z1.htm EXHIBIT 32.1 Exhibit 32

Exhibit 32.1

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Consolidated Capital Properties III (the "Partnership"), for the quarterly period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven D. Cordes, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

	/s/Steven D. Cordes
	Name: Steven D. Cordes
	Date: November 15, 2010

	/s/Stephen B. Waters
	Name: Stephen B. Waters
	Date: November 15, 2010

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.