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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year ended December 31, 1998
Commission file number 33-00152
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
AMRECORP REALTY FUND III
(Exact name of registrant as specified in its charter)
Texas 75-2045888
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6210 Campbell Road, Suite 140, Dallas, Texas 75248
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (972) 380-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained, to the
best of Registrant's knowledge in definitive proxy or information
to Statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K.
Documents Incorporated by Reference
The Prospectus dated November 26, 1985 filed pursuant to Rule
424(b) as supplemented pursuant to Rule 424(c) on December 5,
1985.
PART I
Item 1. Business
The Registrant, Amrecorp Realty Fund III, (the
"Partnership"), is a limited partnership organized under the
Texas Uniform Limited Partnership Act pursuant to a Certificate
of Limited Partnership dated August 30, 1985 and amended on
November 21, 1985. On December 31, 1998, the Partnership
consisted of a corporate general partner, LBAL, Inc. (wholly
owned by Robert J. Werra) and 336 limited partners owning 2,382
limited partnership interests at $1,000 per interest. The
distribution of limited partnership interests commenced November
26, 1985 pursuant to a Registration Statement on Form S-11 under
the Securities Act of 1933 (Registration #33-00152) as amended.
The Partnership was organized to acquire a diversified
portfolio of income-producing real properties, primarily
apartments, as well as office buildings, industrial buildings,
and other similar properties
The Partnership intends to continue until December 31, 2015
unless terminated by an earlier sale of its Properties.
Univesco, Inc.("Univesco"), a Texas corporation, controlled
by Robert J. Werra, manages the affairs of the Partnership.
Univesco acts as the managing agent with respect to the
Partnership's Properties. Univesco may also engage other on-site
property managers and other agents, to the extent management
considers appropriate. Univesco and the general partner make all
decisions regarding investments in and disposition of Properties
and has ultimate authority regarding all property management
decisions.
No material expenditure has been made or is anticipated for
either Partnership-sponsored or consumer research and development
activities relating to the development or improvement of
facilities or services provided by the Partnership. There neither
has been, nor are any anticipated, material expenditures required
to comply with any federal, state or local environmental
provisions which would materially affect the earnings or
competitive position of the Partnership.
The Partnership is engaged solely in the business of real
estate investments. Its business is believed by management to
fall entirely within a single industry segment. Management does
not anticipate that there will be any material seasonal affects
upon the operation of the Partnership.
Competition and Other Factors
The majority of the Property's leases are of six to twelve month
terms. Accordingly, operating income is highly susceptible to
varying market conditions. Occupancy and local market rents are
driven by general market conditions which include job creation,
new construction of single and multi-family projects, and
demolition and other reduction in net supply of apartment units.
Rents have generally been increasing in recent years due to the
generally positive relationship between apartment unit supply and
demand in the Partnership's markets. However, the property is
subject to substantial competition from similar and often newer
properties in the vicinity in which they are located. Capitalized
expenditures have increased as units are updated and made more
competitive in the market place.
Item 2. Properties
At December 31, 1998 the Partnership owned Las Brisas Apartment,
a 376 unit apartment community located at 2010 South Clark
Street, Abilene, Taylor County, Texas 79606. The Partnership
purchased a fee simple interest in Las Brisas Apartments on July
30, 1986. The property contains approximately 312,532 net
rentable square feet, one clubhouse, and five laundry facilities
located on approximately 19.11 acres of land.
The property is encumbered by a mortgage note payable in monthly
installments of principal and interest through December 31, 2003,
when a lump-sum payment of approximately $2,642,000 is due. For
information regarding the encumbrances to which the property is
subject and the status of the related mortgage loans, see "
Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources"
contained in Item 7 hereof and Note B to the Financial Statements
and Schedule Index contained in Item 8.
Occupancy Rates
Per Cent
1994 1995 1996 1997 1998
Las Brisas 90.3% 92.4% 91.7% 84.8% 90.7%
Item 3. Legal Proceedings
The Partnership is not engaged in any material legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security
holders during the fourth quarter of the fiscal year.
By virtue of its organization as a limited partnership, the
Partnership has outstanding no securities possessing traditional
voting rights. However, as provided and qualified in the Limited
Partnership Agreement, limited partners have voting rights for,
among other things, the removal of the General Partner and
dissolution of the Partnership.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholders Matters
The Partnerships outstanding securities are in the form of
Limited Partnership Interests ("Interests"). As of December 31,
1998 there were approximately 336 limited partners owning 2,382
interests at $1,000 per interest. A public market for trading
Interests has not developed and none is expected to develop. In
addition, transfer of an Interest is restricted pursuant to the
Limited Partnership Agreement.
The General Partner continues to review the Partnership's ability
to make distributions on a quarter by quarter basis, however, no
such distributions have been made to the limited partners in
several years and none are anticipated in the immediate future
due to required debt service payments and the existence of the
Special Limited Partner, Mr. Robert J. Werra. The Special
Limited Partner has first right to all net operating cash flow
and net proceeds from disposals of assets to the extent of the
special limited partner distribution preference. During 1998 and
1997, the Special Limited Partner received distributions from the
Partnership totaling $65,000 and $183,000 respectively.
An analysis of tax income or loss allocated and cash distributed
to Investors per $1,000 unit is as follows:
YEARS INCOME GAIN LOSS CASH DISTRIBUTED
1986 $0 $0 $186 $0
1987 0 0 286 0
1988 0 0 310 0
1989 0 0 278 0
1990 0 0 231 0
1991 0 0 142 0
1992 0 0 0 0
1993 0 153 162 0
1994 24 0 0 0
1995 0 0 5 0
1996 20 0 0 0
1997 0 0 (21) 0
1998 4 0 0 0
Item 6. Selected Financial Data
The following table sets forth selected financial data regarding
the Partnership's results of operations and financial position as
of the dates indicated. this information should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in Item
7 hereof and the financial Statements and notes thereto contained
in Item 8.
Year Ended December 31,
(in thousands except unit and per unit amounts)
1998 1997 1996 1995 1994
Limited Partner Units Outstanding-Basic 2,382 2,382 2,382 2,382 2,382
Statement of Operations
Total Revenues $1,473 $1,430 $1,472 $1,391 $1,307
Net Income (Loss) before 3 (52) 56 (30) 20
extraordinary items
Extraordinary Item-loss on
extinguishment of debt 0 0 0 0 0
Net Income (Loss) 3 (52) 56 (30) 20
Limited Partner Net Income(Loss)
per Unit - Basic 1.28 (21.49) 23.21 (12.34) 8.13 (a)
Cash Distributions to Limited
Partners per Unit - Basic 0 0 0 0 0
Balance Sheet:
Real Estate net $4,109 $4,254 $4,452 $4,604 $4,789
Total Assets 4,459 4,567 4,826 5,010 5,269
Mortages Payable 3,004 3,061 3,115 3,163 3,209
Partner's Equity 1,114 1,175 1,410 1,549 1,749
(a) For Federal Income Tax purposes only income was
reallocated in accordance the regulations promulgated
thereunder of the Internal Revenue Code of 1986 as amended.
Item 7. Management Discussion and Analysis of Financial
Conditions and Results of Operations
This discussion should be read in conjunction with Item 6 -
"Selected Financial Data" and Item 8 - "Financial Statements and
Supplemental Information".
Results of Operations: 1998 VERSUS 1997 -
Revenue from Property Operations increased $43,207 or 3.02%.
Rental income increased $29,737 or 2.2% as compared to 1997,
principally due to an decrease in vacancy. Other income increased
$13,470 or 17.65% mainly due to increased fees from residents.
The following table illustrates the increases or (decreases):
Increase
(Decrease)
Rental income $29,737
Other 13,470
Net Decrease $43,207
Property operating expenses for 1998 decreased $11,584 or 0.78%.
Real estate taxes increased $10,221 or 9.48% primarily due to an
increase in the assessed valuation of the property. Repair and
maintenance expenses decreased from 1997 by $25,402 or 10.72%
primarily due less deferred maintenance activities needed.
Payroll decreased $25,177 or 9.36% due to reduced maintenance
activities. Interest expense decreased by $4,848 from 1997 due
to normal principal amortization. Property management fees are
paid to an affiliated entity and represents 4% of gross operating
revenues (see Note 4 to Financial Statements and Schedule Index
contained in Item 8.) The following table illustrates the
increases or (decreases):
Increase
(Decrease)
Payroll $(25,177)
Utilities 5,219
Real estate taxes 10,221
Repairs and Maintenance (25,402)
General & Administration 12,523
Interest (4,848)
Depreciation and amortization 13,719
Property management fees 2,161
Net Increase $(11,584)
Results of Operations: 1997 VERSUS 1996 -
Revenue from Property Operations decreased $41,475 or 2.82% as
compared to 1996, principally due to an increase in vacancy
resulting from increased competition in the apartment rental
markets in Abilene, Texas. The following table illustrates the
increases or (decreases):
Increase
(Decrease)
Rental income $(42,321)
Other 846
Net Decrease $(41,475)
Property operating expenses for 1997 increased $66,083 or 4.67%
Repair and maintenance expenses increased from 1996 by $41,235 or
21.07% primarily due to various preventative maintenance
programs. Real estate taxes increased $9,376 or 9.53% primarily
due to an increase in the assessed valuation of the property.
Interest expense decreased by $3,885 from 1996 due to normal
principal amortization. Property management fees are paid to an
affiliated entity and represents 4% of gross operating revenues
(see Note 4 to Financial Statements and Schedule Index contained
in Item 8.) The following table illustrates the increases or
(decreases):
Increase
(Decrease)
Payroll $439
Utilities 693
Real estate taxes 9,376
Repairs and maintenance 41,235
General & Administration 7,822
Interest (3,885)
Depreciation and amortization 12,477
Property management fees (2,074)
Net Increase $66,083
Liquidity and Capital Resources
While it is the General Partners primary intention to operate and
manage the existing real estate investment, the General Partner
also continually evaluates this investment in light of current
economic conditions and trends to determine if this asset should
be considered for disposal. At this time, there is no plan to
dispose of Las Brisas Apartments.
As of December 31, 1998, the Partnership had $36,249 in cash and
cash equivalents as compared to $5,212 as of December 31, 1997.
The net increase in cash of $31,037 is principally due to the
operations of the asset.
The property is encumbered by a non-recourse mortgage with a
principal balance of $3,004,001 as of December 31, 1998. The
mortgage payable bears interest at 8.15% and is payable in
monthly installments of principal and interest until December
2003 when a lump-sum payment of approximately $2,642,000 is due.
The required principal reductions for the five years ending
December 31, 2003, are $62,363, $67,640 $73,363, $79,571, and
$2,721,064 respectively.
For the foreseeable future, the Partnership anticipates that
mortgage principal payments ( excluding balloon mortgage
payments), improvements and capital expenditures will be funded
by net cash from operations. The primary source of capital to
fund the balloon mortgage payment will be proceeds from the
sale, financing or refinancing of the Property.
The $1,580,231 in Special Limited Partner equity is the result of
previous fundings for operating deficits and other partner loans
made to the Partnership by a related entity. These loans were
reclassified to equity during 1993. The Special Limited Partner
has first right to all net operating cash flows and net proceeds
from disposals of assets to the extent of the Special Limited
Partners distribution preference. During 1998 and 1997, the
Special Limited Partner received distributions from the
Partnership totaling $65,000 and $183,000, respectively.
Year 2000
The Partnership and Management Company have replaced all data
processing systems within the last three years with year 2000 compliant
software and hardware. The Partnership and Management Company have
completed testing of its data processing systems. While compliance
can not be assured, the systems tested to date are compliant.
Surveys of financial institutions and vendors used by the
Partnership and Management Company also indicate compliance to date.
The surveys are expected to be completed by June 1999. The Partnership
and Management Company have prepared contingency plans. These
include redundant back-ups and paper copies of all system reports
through 1999.
The Partnership anticipates that it will not incur significant costs
associated with its computers and building operating systems as
it relates to the conversion to the year 2000.
Item 7a - Quantitative and Qualitative Disclosure about Market
Risk
Market Risk
The Partnership is exposed to interest rate changes primarily as
a result of its real estate mortgages. The Partnerships interest
rate risk management objective is to limit the impact of interest
rate changes on earnings and cash flows and to lower its overall
borrowing costs. To achieve its objectives, the Partnership
borrows primarily at fixed rates. The Partnership does not enter
into derivative or interest rate transactions for any purpose.
The Partnership's activities do not contain material risk due to
changes in general market conditions. The partners invests only
in fully insured bank certificates of deposits, and mutual funds
investing in United States treasury obligations.
Risk Associated with Forward-Looking Statements Included in this
Form 10-K this Form 10-K contains certain forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934, which are intended to be covered by the safe harbors
created thereby. These statements include the plans and
objectives of management for future operations, including plans
and objectives relating to capital expenditures and
rehabilitation costs on the Properties. The forward-looking
statements included herein are based on current expectations that
involve numerous risks and uncertainties. Assumptions relating
to the foregoing involve judgments with respect to, among other
things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the
control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could be inaccurate and,
therefore, there can be no assurance that the forward-looking
statements included in this Form 10-K will prove to be accurate.
In light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such
information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the
Company will be achieved.
AMRECORP REALTY FUND III
FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORTS
December 31, 1998, 1997, and 1996
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Reports 1
Financial Statements
Balance Sheets as of December 31, 1998 and 1997 3
Statements of Operations for the years ended December 31,
1998, 1997 and 1996 4
Statements of Partners' Equity (Deficit) for the years ended
December 31, 1998, 1997, and 1996 5
Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996 6
Notes to Financial Statements 7
Schedule III - Real Estate and Accumulated Depreciation 13
All other schedules have been omitted because they are not
applicable, not required or the information has been supplied
in the financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partners of
Amrecorp Realty Fund III
We have audited the accompanying balance sheet of Amrecorp Realty
Fund III, a Texas limited partnership (the "Partnership") as of
December 31, 1998, and the related statements of operations,
partners' equity (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of Amrecorp Realty Fund III as of December
31, 1997, were audited by other auditors whose report dated
February 23, 1998, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the December 31, 1998 financial statements
referred to above present fairly, in all material respects, the
financial position of Amrecorp Realty Fund III as of December 31,
1998, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. Schedule III is
presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not a required part of the
basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states, in all
material respects, the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.
FARMER, FUQUA, HUNT & MUNSELLE, P.C.
February 12, 1999
Dallas, Texas
INDEPENDENT AUDITORS' REPORT
To the General Partner
and Limited Partners of
Amrecorp Realty Fund III
Dallas, Texas
We have audited the accompanying balance sheet of Amrecorp Realty
Fund III (a Texas limited partnership) (the "Partnership") as of
December 31, 1997 and the related statements of operations,
partners' equity (deficit) and cash flows for the years ended
December 31, 1997 and 1996. These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of Amrecorp Realty Fund
III as of December 31, 1997 and the results of its operations and
its cash flows for the years ended December 31, 1997 and 1996, in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Dallas, Texas
February 23, 1998
AMRECORP REALTY FUND III
BALANCE SHEETS
December 31, 1998 and 1997
ASSETS
1998 1997
Investments in real estate at cost
Land $1,000,000 $1,000,000
Buildings, improvements and furniture and fixtures 6,427,489 6,279,703
7,427,489 7,279,703
Accumulated depreciation (3,318,128) (3,025,392)
4,109,361 4,254,311
Cash and cash equivalents 36,249 5,212
Restricted cash 44,000 30,000
Escrow deposits 133,983 115,612
Capital replacement reserve 28,187 54,109
Liquidity reserve 95,258 90,503
Other assets 11,651 17,064
TOTAL ASSETS $4,458,689 $4,566,811
LIABILITIES AND PARTNERS' EQUITY
Mortgage payable $3,004,001 $3,061,499
Accrued interest payable 20,402 20,793
Accounts payable 33,688 38,296
Real estate taxes payable 118,013 107,792
Due to affiliates 124,990 128,449
Security deposits 44,045 34,514
TOTAL LIABILITIES 3,345,139 3,391,343
PARTNER'S EQUITY 1,113,550 1,175,468
TOTAL LIABILITIES AND PARTNER'S EQUITY $4,458,689 $4,566,811
AMRECORP REALTY FUND III
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
INCOME
Rentals $1,383,706 $1,353,969 $1,396,290
Other 89,791 76,321 75,475
Total income 1,473,497 1,430,290 1,471,765
OPERATING EXPENSES
Depreciation and amortization 292,736 279,017 266,540
Interest 247,005 251,853 255,738
Payroll 243,695 268,872 268,433
Repairs and maintenance 211,547 236,949 195,714
Utilities 172,089 166,870 166,177
Real estate taxes 118,013 107,792 98,416
General and administrative 111,655 99,132 91,310
Property management fee to affiliate 73,675 71,514 73,588
Total operating expenses 1,470,415 1,481,999 1,415,916
NET INCOME (LOSS) $3,082 $(51,709) $55,849
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT - BASIC $1.28 $(21.49) $23.21
LIMITED PARTNERSHIP UNITS
OUTSTANDING - BASIC 2,382 2,382 2,382
AMRECORP REALTY FUND III
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1998, 1997 and 1996
Special
General Limited Limited
Partner Partners Partners Total
Balance,January 1,1996 $(139,121) $2,023,233 $(334,782) $1,549,330
Distributions --- (195,002) --- (195,002)
Net income 558 --- 55,291 55,849
Balance, December 31,1996 (138,563) 1,828,231 (279,491) 1,410,177
Distributions --- (183,000) --- (183,000)
Net loss (517) --- (51,192) (51,709)
Balance,December 31,1997 (139,080) 1,645,231 (330,683) 1,175,468
Distributions --- (65,000) --- (65,000)
Net income 31 --- 3,051 3,082
Balance,December 31,1998 $(139,049) $1,580,231 $(327,632) $1,113,550
AMRECORP REALTY FUND III
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $3,082 $(51,709) $55,849
Adjustments to reconcile net income (loss) to
net cash provided by operations:
Depreciation and amortization 292,736 279,017 266,540
Changes in assets and liabilities:
Restricted cash (14,000) --- ---
Escrow deposits (18,371) (857) 20,746
Other assets 5,413 (4,049) (795)
Accrued interest payable (391) (360) (332)
Security deposits 9,531 (546) 867
Accounts payable (4,608) 14,020 (2,022)
Real estate taxes payable 10,221 9,376 9,257
Net cash provided by operating activities 283,613 244,892 350,110
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in real estate (147,786) (81,084) (114,614)
Capital replacement reserve 25,922 38,848 51,558
Net cash used for investing activities (121,864) (42,236) (63,056)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgages and notes payable (57,498) (53,013) (48,876)
Net proceeds from (payments on) amounts due
affiliates (3,459) 5,664 (3,725)
Liquidity reserve (4,755) (7,915) (3,755)
Distributions (65,000)(183,000) (195,002)
Net cash used for financing activities (130,712)(238,264) (251,358)
Net increase (decrease) in cash
and cash equivalents 31,037 (35,608) 35,696
Cash and cash equivalents at beginning of period 5,212 40,820 5,124
Cash and cash equivalents at end of period $36,249 $5,212 $40,820
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $246,614 $252,213 $256,070
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998,1997, and 1996
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Amrecorp Realty Fund III (the "Partnership"), a Texas
limited partnership, was formed on August 30, 1985, under
the laws of the state of Texas, for the purpose of
acquiring, maintaining, developing, operating, and selling
buildings and improvements. The Partnership owns and
operates rental apartments in Abilene, Texas. The
Partnership will be terminated by December 31, 2015,
although this date can be extended if certain events occur.
LBAL, Inc., a Texas corporation wholly owned by Mr. Robert
J. Werra, is the general partner. Mr. Werra is the first
special limited partner and third special limited partner.
The second special limited partner is an affiliate of the
general partner.
An aggregate of 25,000 limited partner units at $1,000 per
unit are authorized, of which 2,382 units were outstanding
for each of the three years ended December 31, 1998, 1997
and 1996. Under the terms of the offering, no additional
units will be offered. Effective November 1, 1993, the
partnership agreement was amended to establish a first,
second and third special limited partner status as referred
to above.
Allocation of Net Income (Loss) and Cash
Net income and net operating cash flow, as defined in the
limited partnership agreement, are allocated first to the
limited partners in an amount equal to a distribution
preference (as defined) on capital contributions from the
first day of the month following their capital contribution
and thereafter generally 10% to the general partner and 90%
to the limited partners. Net loss is allocated 1% to the
general partner and 99% to the limited partners.
Net income from the sale of property is allocated first, to
the extent there are cumulative net losses, 1% to the
general partner and 99% to the limited partners; second, to
the limited partners in an amount equal to their
distribution preference as determined on the date of the
partners' entry into the Partnership; and, thereafter, 15%
to the general partner and 85% to the limited partners.
Cash proceeds from the sale of property or refinancing are
allocated first to the limited partners to the extent of
their capital contributions and distribution preference as
determined on the date of the partners' entry into the
Partnership; and, thereafter, 15% to the general partner and
85% to the limited partners.
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
All distributions of net operating cash flow and net
proceeds of the Partnership shall be distributed first to
special limited partners to satisfy the special limited
partner distribution preference, then to repay any
unreturned portion of their contribution. Any additional
available cash will then be distributed in accordance with
the partnership agreement. During 1998, 1997 and 1996,
distributions of $65,000, $183,000 and $195,002,
respectively, were made to the special limited partners in
accordance with this agreement.
Basis of Accounting
The Partnership maintains its books on the basis of
accounting used for federal income tax reporting purposes.
Memorandum entries have been made to present the
accompanying financial statements in accordance with
generally accepted accounting principles.
Investments in Real Estate and Depreciation
Buildings, improvements, and furniture and fixtures are
recorded at cost and depreciated using the straight-line
method over the estimated useful lives of the assets ranging
from 5 to 27.5 years.
Income Taxes
No provision for income taxes has been made since the
partners report their respective share of the results of
operations on their individual income tax return.
Revenue Recognition
The Partnership has leased substantially all of its
investments in real estate under operating leases for
periods generally less than one year.
Syndication Costs
Costs or fees incurred to raise capital for the Partnership
are netted against the respective partners' equity accounts.
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Cash and Cash Equivalents
The Partnership considers all highly liquid instruments with
a maturity of three months or less to be cash equivalents.
Computation of Earnings Per Unit
The Partnership has adopted Statement of Financial
Accounting Standards ("SFAS") No.128, "Earnings per Share".
Comparative earnings per unit data have been restated to
conform to the adoption of this new standard. Basic
earnings per unit is computed by dividing net income (loss)
attributable to the limited partners' interests by the
weighted average number of units outstanding. Earnings per
unit assuming dilution would be computed by dividing net
income (loss) attributable to the limited partners'
interests by the weighted average number of units and
equivalent units outstanding. The Partnership has no
equivalent units outstanding for any period presented.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during that reporting period. Actual results
could differ from those estimates.
Environmental Remediation Costs
The Partnership accrues for losses associated with
environmental remediation obligations when such losses are
probable and reasonably estimable. Accruals for estimated
losses from environmental remediation obligations generally
are recognized no later than completion of the remedial
feasibility study. Such accruals are adjusted as further
information develops or circumstances change. Costs of
future expenditures for environmental remediation
obligations are not discounted to their present value.
Recoveries of environmental remediation costs from other
parties are recorded as assets when their receipt is deemed
probable. Project management is not aware of any
environmental remediation obligations that would materially
affect the operations, financial position or cash flows of
the Project.
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Comprehensive Income
Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, (SFAS 130), requires that
total comprehensive income be reported in the financial
statements. For the years ended December 31, 1998, December
31, 1997, and December 31, 1996, the Partnership's
comprehensive income (loss) was equal to its net income
(loss) and the Partnership does not have income meeting the
definition of other comprehensive income.
Segment Information
The Partnership is in one business segment, the real estate
investments business, and follows the requirements of FAS
131, "Disclosures about Segments of an Enterprise and
Related Information."
NOTE B - MORTGAGE PAYABLE
The mortgage payable of $3,004,001 and $3,061,499 at
December 31, 1998 and 1997, respectively, bears interest at
a rate of 8.15% and is payable in monthly installments of
principal and interest of $25,408 through December 2003, at
which time a lump sum payment of approximately $2,642,000 is
due. This mortgage note is secured by real estate with a
net book value of $4,109,361.
At December 31, 1998, required principal payments due under
the stated terms of the Partnership's mortgage note payable
are as follows:
1999 $ 62,363
2000 67,640
2001 73,363
2002 79,571
2003 2,721,064
$3,004,001
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership agreement specifies that certain fees be
paid to the general partner or his designee. An affiliate
of the general partner receives a property management fee
that is approximately 4% of the Partnership's gross
receipts. In addition, a Partnership fee equal to 1% of
gross revenues from operations is to be paid from Excess
Property Income, as defined in the partnership agreement.
1998 1997 1996
Property management fee $58,940 $57,211 $58,870
Partnership fee 14,735 14,303 14,718
Resulting from the above transactions, amounts due an
affiliate of the general partner as of December 31, 1998 and
1997, totaled $124,990 and $128,449, respectively.
NOTE D - COMMITMENTS
The Partnership will pay a real estate commission to the
general partner or his affiliates in an amount not exceeding
the lessor of 50% of the amounts customarily charged by
others rendering similar services or 3% of the gross sales
price of a property sold by the Partnership.
NOTE E - RECONCILIATION OF BOOK TO TAX LOSS (UNAUDITED)
If the accompanying financial statements had been prepared
in accordance with the accrual income tax basis of
accounting rather than generally accepted accounting
principals ("GAAP"), the excess of expenses over revenues
for 1998 would have been as follows:
Net income per accompanying financial
statements $3,082
Add - book basis depreciation using
straight-line method 292,736
Deduct - income tax basis depreciation
expense using ACRS method
(254,862)
Deduct - income tax basis amortization (19,705)
of loan costs
Deduct - difference in expenses (12,817)
recognized by GAAP
Excess of expenses over revenues, $8,434
accrual income tax basis
AMRECORP REALTY FUND III
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE F - ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair value amounts have been
determined using available market information or other
appropriate valuation methodologies that require
considerable judgement in interpreting market data and
developing estimates. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that
the Partnership could realize in a current market exchange.
The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated
fair value amounts.
The fair value of financial instruments that are short-term
or reprice frequently and have a history of negligible
credit losses is considered to approximate their carrying
value. These include cash and cash equivalents, accounts
payable and other liabilities.
Management has reviewed the carrying values of its mortgages
payable and notes payable to related parties in connection
with interest rates currently available to the Partnership
for borrowings with similar characteristics and maturities
and has determined that their estimated fair value would
approximate their carrying value as of December 31, 1998 and
1997.
The fair value information presented herein is based on
pertinent information available to management. Although
management is not aware of any factors that would
significantly affect the estimated fair value amounts, such
amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and
therefore, current estimates of fair value may differ
significantly from the amounts presented herein.
AMRECORP REALTY FUND III
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1998
Initial Cost
to Partnership
Description Encumbrances Land Building Total Cost
and Subsequent to
Improvements Acquisition
Twenty-eight two-story
apartment buildings of
concrete block construction
with brick veneer,stucco
and wood siding exterior, (b) $1,000,000 $5,721,811 $705,678
and composition shingled
roofs lacated in Abilene,Texas.
Gross Amounts at Which
carried at Close of Year
Buildings
and
Description Land Improvements Total
(c)(d)
Twenty-eight two-story
apartment buildings of
concrete block construction
with brick veneer,stucco
and wood siding exterior, (b) $1,000,000 $6,427,489 $7,427,489
and composition shingled
roofs lacated in Abilene,Texas.
Accumulated Date of Date Life on Which
Depreciation Construction acquired Depreciation
(c) Is Computed
Completed at
$3,318,128 Date acquired 7/31/86 (a)
See notes to Schedule III.
AMRECORP REALTY FUND III
Schedule III - Real Estate and Accumulated Depreciation (Continued)
December 31, 1998
NOTES TO SCHEDULE III:
(a) See Note A to financial statements outlining depreciation methods and
lives.
(b) See description of mortgages and notes payable in Note B to the
financial statements.
(c) The reconciliation of investments in real estate and accumulated
depreciation for the years ended December 31, 1998, 1997 and 1996 is as
follows:
Investments in Accumulated
Real Estate Depreciation
Balance, January 1, 1996 $7,084,005 $2,479,835
Acquisitions 114,614 ---
Depreciation expense --- 266,540
Balance, December 31, 1996 7,198,619 2,746,375
Acquisitions 81,084 ---
Depreciation expense --- 279,017
Balance, December 31, 1997 7,279,703 3,025,392
Acquisitions 147,786 ---
Depreciation expense --- 292,736
Balance, December 31, 1998 $7,427,489 $3,318,128
(d) Aggregate cost for federal income tax purposes is $5,964,673.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On November 6, 1998, an 8-K was filed to disclose the change
in auditors. No financial statements were issued in conjunction
with this filing. The Registrant has not been involved in any
disagreements on accounting and financial disclosure.
PART III
Item 10. Directors and Executive Officer of the Partnership
The Partnership itself has no officers or directors. LBAL,Inc., a
Texas Corporation, which is wholly owned by Robert J. Werra, is the
General Partner of the Partnership.
Robert J. Werra, 60, joined Loewi & Co., Incorporated ("Loewi") in
1967 as a Registered Representative. In 1971, he formed the Loewi real
estate department, and was responsible for its first sales of privately
placed real estate programs. Loewi Realty was incorporated in 1974, as a
wholly owned subsidiary of Loewi & Co., with Mr. Werra as President. In
1980, Mr. Werra, along with three other individuals, formed Amrecorp Inc.
to purchase the stock of Loewi Real Estate Inc., and Loewi Realty. In
1991 Univesco, Inc. became the management agent for the Partnership.
Limited Partners have no right to participate in management of
Partnership.
Item 11. Management Remuneration and Transactions
As stated above, the Partnership has no officers or directors.
Pursuant to the terms of the Limited Partnership Agreement, the General
Partner receives 1% of Partnership income and loss and up to 15% of Net
Proceeds received from sale or refinancing of Partnership properties
(after return of Limited Partner capital contributions and payment of a 6%
Current Distribution Preference thereon).
The Partnership Agreement allows for a management fee of five percent
(5%) of the gross income from operations. In connection with the new loan
obtained from Lexington Mortgage Company, Univesco, Inc. entered into a
management agreement that pays Univesco, Inc., an affiliated company, four
percent (4%) of the monthly gross income from operations. The
Partnership's obligation to pay an additional one percent (1%) of the
monthly gross income from operations shall be paid by the Partnership from
Excess Property Income, as that term is defined in the Loan Agreement
between Lexington Mortgage Company and the Partnership dated November 12,
1993. The Partnership is also permitted to engage in various transactions
involving affiliates of the General Partner as described under the caption
"Compensation and Fees" at pages 6-8, "Management" at pages 18-20 and
"Allocation of Net Income and Losses and Cash Distributions" at pages 49-
51 of the Prospectus as supplemented, incorporated in the Form S-11
Registration Statement which was filed with the Securities and Exchange
Commission and made effective on November 26, 1985.
For the Fiscal year ended December 31, 1998, 1997 and 1996, property
management fees earned totaled $58,940, $57,211, and $58,870,
respectively. An additional administration service fee was paid to the
general partner of $14,735, $14,303, and 14,718 for the years ended
December 31, 1998, 1997 and 1996 respectively.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a)
Title of Class Name and Address Amount and Nature Percent of
Limited William E. Kreger 300 units 12.59%
Partnership 3301 Biddle Ave. #1101
Interest Wyandette, MI 48192
Juanita L. Werra 127 units 5.33%
5881 Prestonview Blvd.
#143
Dallas, TX 75243
Monty L. Parker 127 units 5.33%
9144 North Silver Brook Lane
Brown Deer, WI 53223
(b)
By virtue of its organization as a limited partnership, the
Partnership has no officers or directors. The General Partner is
responsible for management of the Partnership, subject to certain
limited democracy rights of the Limited Partners. The following
persons performing functions similar to those of officers and
directors of the partnership own units of limited partnership
interest in the partnership.
Title of Name and Address Amount and Nature Percent of
Class of Beneficial Owner of Beneficial Ownership Class
Limited Robert J. Werra 10 units .42%
Partnership 6210 Campbell Road, Suite 140
Interest Dallas, TX 75248
(c)
There is no arrangement, known to the Partnership, which may, at a
subsequent date, result in a change in control of the Partnership.
Item 13. Certain Relations and Related Transactions
As stated in item 11., the Partnership has no officers or directors.
Pursuant to the terms of the Limited Partnership Agreement, the general
partner receives 1% of partnership income and loss and up to 15%of Net
Proceeds received from the sale or refinancing of Partnership Properties
(after return of Limited Partner capital contributions and payment of a
Current Distribution Preference thereon).
Univesco, Inc. (an affiliate of the General Partner), is entitled to
receive a management fee with respect to the Properties. For residential
Properties (including all leasing and releasing fees and fees for leasing-
related services), the lesser of 5% of gross receipts of the Partnership
from such Properties or an amount which is competitive in price and terms
with other non-affiliated persons rendering comparable services which
could reasonably be made available to the Partnership. The Partnership is
also permitted to engage in various transactions involving affiliates of
the general partner as described under the caption "Compensation and Fees"
at pages 6-8, "Management" at pages 18-20 and "Allocation of Net Income
and Losses and Cash Distributions" at pages 49-51 of the definitive
Prospectus, incorporated in the form S-11 Registration Statement which was
filed with the Securities and Exchange Commission and made effective of
November 26, 1985 and incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 10-
K
(A) 1. Financial Statements
The financial statements of Amrecorp Realty Fund III are
included in Part II, Item 8.
2. Financial Statements and Schedules
All schedules for which provision is made is the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions,
are inapplicable, or the information is presented in the
financial statements or related notes, and therefore have
been omitted.
3. Exhibits
None.
(B) Reports on Form 8-K for the quarter ended December 31, 1998.
November 6, 1998, an 8-K was filed to disclose the change in
auditors. No financial statements were issued in conjunction with
this filing.
(C) Exhibits
3. Certificate of Limited Partnership, incorporated by
reference to Registration Statement No. 33-00152 effective
November 26, 1985
4. Limited Partnership Agreement, incorporated by reference to
Registration Statement N. 33-00152 effective November 26, 1985.
9. Not Applicable.
10. None.
11. Not Applicable.
12. Not Applicable.
13. Not Applicable.
18. Not Applicable.
19. Not Applicable.
22. Not Applicable.
23. Not Applicable.
24. Not Applicable.
25. Power of Attorney, incorporated by reference to Registration
Statement No.
33-00152 effective November 26, 1985.
28. None.
Pursuant to the requirements of Section 13 or 15(d) 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.
AMRECORP REALTY FUND III
LBAL, Ltd., General Partner
By: _________________________
Robert J. Werra, President
March 29, 1999