10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q/A

 Amendment No. 1

(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). [X] 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

Explanatory Note

This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Consolidated Capital Institutional Properties/3, LP for the quarter ended June 30, 2011 filed on August 12, 2011 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.

ITEM 6.     EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q/A 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/A not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q/A 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: September 28, 2011	By:   /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President
Date: September 28, 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.

101.INS**        XBRL Instance Document

101.SCH**        XBRL Taxonomy Extension Schema Document

101.CAL**        XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**        XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**        XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**        XBRL Taxonomy Extension Definition Linkbase Document

* Previously filed or furnished with Consolidated Capital Institutional Properties/3, LP’s Form 10-Q filed on August 12, 2011.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.

XML



Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 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 Series A limited partners	(280)	0	(280)	0
Net income (loss) allocated to Series B limited partners	$ 15,891	$ 0	$ 15,891	$ 0
Net income (loss) per limited partnership unit total	$ 40.13	$ (1.92)	$ 38.45	$ 15.16
Per limited partnership unit info by series:
Loss from continuing operations per limited partnership unit	$ (0.67)	$ (1.99)	$ (2.24)	$ (4.28)
Income (loss) from discontinued operations per limited partnership unit	$ 0.03	$ 0.02	$ (0.08)	$ (0.48)
Gain on sale of discontinued operations per limited partnership unit		$ 0.05		$ 19.92
Distribution per limited partnership unit			$ 0.77	$ 4.33
Series A - Per Limited Partnership Interest
Per limited partnership unit info by series:
Loss from continuing operations per limited partnership unit	$ (0.73)		$ (0.73)
Distribution per limited partnership unit	$ 6.46		$ 6.46
Series B - Per Limited Partnership Interest
Per limited partnership unit info by series:
Income (loss) from discontinued operations per limited partnership unit	$ (9.10)		$ (9.10)
Gain on sale of discontinued operations per limited partnership unit	$ 50.60		$ 50.60
Distribution per limited partnership unit	$ 26.89		$ 26.89

XML



Statement of Shareholders Equity (Deficit) (Unaudited) (USD $) In Thousands	Total	General Partner	Limited Partners	Limited Partners Series A	Limited Partners Series B	Limited Partners Subtotal
Partners' (deficit) capital, beginning balance at Dec. 31, 2010	$ (12,256)	$ (965)	$ (11,291)	$ 0	$ 0	$ (11,291)
Distributions to partners January 1, 2011 through May 9, 2011	(300)	(3)	(297)	0	0	(297)
Net loss for the period January 1, 2011 through May 9, 2011	(896)	(8)	(888)	0	0	(888)
Partners' deficit at May 9, 2011	(13,452)	(976)	(12,476)	0	0	(12,476)
Allocation of Units	0	0	12,476	(7,056)	(5,420)	0
Distributions to partners May 10, 2011 through June 30, 2011	(12,901)	(129)	0	(2,475)	(10,297)	(12,772)
Net income (loss) for the period May 10, 2011 through June 30, 2011	15,768	157	0	(280)	15,891	15,611
Partners' (deficit) capital, ending balance at Jun. 30, 2011	$ (10,585)	$ (948)	$ 0	$ (9,811)	$ 174	$ (9,637)

XML



Document and Entity Information	6 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000768890
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	382,925.60
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

XML



Extraordinary and Unusual Items

6 Months Ended

Jun. 30, 2011

Extraordinary and Unusual Items

Unusual or Infrequent Items Disclosure [Text Block]

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.

XML



Property, Plant, and Equipment

6 Months Ended

Jun. 30, 2011

Property, Plant, and Equipment

Property, Plant, and Equipment, Additional Disclosures

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.

XML



Related Party Disclosures

6 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

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.

XML



Organization, Consolidation and Presentation of Financial Statements

6 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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.

XML



Commitment and Contingencies

6 Months Ended

Jun. 30, 2011

Commitment and Contingencies

Commitments and Contingencies Disclosure [Text Block]

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.

XML



Equity

6 Months Ended

Jun. 30, 2011

Equity

Schedule of Distributions Made to Members or Limited Partners, by Distribution [Table Text Block]

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, 2011	Unit	June 30, 2010	Unit
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.

XML



Discontinued Operations and Disposal Groups

6 Months Ended

Jun. 30, 2011

Discontinued Operations and Disposal Groups

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

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.

XML



Statements of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income (loss)	$ 14,872	$ 5,866
Adjustments to reconcile net income (loss) 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 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 flow activity:
Property improvements and replacements in accounts payable	451	39
Note receivable, net of discount		2,389
Assumption of mortgage by buyer		$ 10,586

XML



Receivables, Loans, Notes Receivable, and Others

6 Months Ended

Jun. 30, 2011

Receivables, Loans, Notes Receivable, and Others

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

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.

XML



Balance Sheets (Unaudited) (USD $) In Thousands	Jun. 30, 2011	Dec. 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
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