10QSB 1 0001.txt QUARTER ENDING SEPTEMBER 30, 2000 FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (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, 2000 [ ] 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 0-13083 CONSOLIDATED CAPITAL PROPERTIES V (Exact name of small business issuer as specified in its charter) California 94-2918560 (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 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION (Unaudited) (in thousands, except unit data) September 30, 2000
Assets Cash and cash equivalents $ 8,318 Other assets 22 $ 8,340 Liabilities Accounts payable 90 Other liabilities 308 Distribution payable 6,552 Estimated costs during the period of liquidation 185 7,135 Net assets in liquidation $ 1,205 See Accompanying Notes to Consolidated Financial Statements
b) CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 Revenues: (Restated) (Restated) Rental income $ 448 $ 781 $ 2,045 $ 2,325 Other income 75 53 212 135 Gain on sale of investment property 10,909 -- 10,909 -- Total revenues 11,432 834 13,166 2,460 Expenses: Operating 312 377 994 1,004 General and administrative 117 53 221 158 Depreciation 113 205 530 602 Interest 121 176 472 529 Property taxes (refund) (12) 103 162 283 Total expenses 651 914 2,379 2,576 Income (loss) before discontinued operations and extraordinary loss on early extinguishment of debt 10,781 (80) 10,787 (116) (Loss) income from discontinued operations (11) (9) (84) 33 Gain on sale of discontinued operations -- -- 1,658 -- Income (loss) before extraordinary loss on early extinguishment of debt 10,770 (89) 12,361 (83) Loss on early extinguishment of debt (438) -- (276) -- Net income $10,332 $ (89) $12,085 $ (83) Net income allocated to general partner (0.2%) 20 -- 24 -- Net income allocated to limited partner (99.8%) 10,312 (89) 12,061 (83) Net income (loss) $10,332 $ (89) $12,085 $ (83) Net income (loss) per limited partnership unit: Income (loss) before discontinued operations and extraordinary loss on early extinguishments of debt $ 59.93 $ (0.45) $ 59.96 $ (0.65) (Loss) income from discontinued operations (0.07) (0.05) (0.47) 0.18 Gain on sale of discontinued operations -- -- 9.22 -- Income (loss) before extraordinary loss on early extinguishment of debt 59.86 (0.50) 68.71 (0.47) Loss on early extinguishment of debt (2.43) -- (1.53) -- Net income per limited partnership unit $ 57.43 $ (0.50) $ 67.18 $ (0.47) Distribution per limited partnership unit $ 40.36 $ -- $ 40.36 $ -- See Accompanying Notes to Consolidated Financial Statements
c) CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL NET ASSETS IN LIQUIDATION (Unaudited) (in thousands, except unit data)
Limited Special Partnership General Limited Limited Units Partner Partners Partners Total Original capital contributions 180,037 $ 1 $ -- $45,009 $45,010 Partners' deficit at December 31, 1999 179,537.20 $ (21) $ (48) $(3,365) $(3,434) Distributions to partners -- (1) (13) (7,247) (7,261) Net income for the nine months ended September 30, 2000 -- 24 -- 12,061 12,085 Partners' capital at September 30, 2000 179,537.20 $ 2 $ (61) $ 1,449 $ 1,390 Adjustment to liquidation basis (Note A) (185) Net assets in liquidation at September 30, 2000 $ 1,205 See Accompanying Notes to Consolidated Financial Statements
d) CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2000 1999 Cash flows from operating activities: Net income (loss) $ 12,085 $ (83) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Gain on sale of discontinued operations (1,658) -- Gain on sale of investment property (10,909) -- Extraordinary loss on early extinguishment of debt 276 -- Depreciation 690 840 Amortization of lease commissions, loan costs, and debt forgiveness 46 (3) Change in accounts: Receivables and deposits 290 87 Other assets 16 (23) Accounts payable (2) 26 Tenant security deposit liabilities (75) 22 Accrued property taxes (461) (71) Other liabilities (80) (3) Net cash provided by operating activities 218 792 Cash flows from investing activities: Property improvements and replacements (181) (395) Proceeds from sale of investment property 18,133 -- Lease commissions paid (7) (58) Net withdrawals from (deposits to) restricted escrows 109 (83) Net cash provided by (used in) investing activities 18,054 (536) Cash flows from financing activities: Prepayment penalty (520) -- Principal payments on mortgage notes payable (76) (57) Repayment of mortgage note payable (10,404) -- Distributions to partners (709) -- Net cash used in financing activities (11,709) (57) Net increase in cash and cash equivalents 6,563 199 Cash and cash equivalents at beginning of period 1,755 1,177 Cash and cash equivalents at end of period $ 8,318 $ 1,376 Supplemental disclosure of cash flow information: Cash paid for interest $ 537 $ 581 Supplemental disclosure of non-cash activity: Distribution payable $ 6,552 $ -- See Accompanying Notes to Consolidated Financial Statements
e) CONSOLIDATED CAPITAL PROPERTIES V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation As of September 30, 2000, Consolidated Capital Properties V (the "Partnership" or "Registrant") adopted the liquidation basis of accounting due to the sale of the Partnership's two remaining investment properties during the three months ended September 30, 2000. As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at September 30, 2000, to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value (including subsequent actual transactions described below) and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities is based upon the General Partner's estimates as of the date of the consolidated financial statements. Included in liabilities in the statement of net assets in liquidation, as of September 30, 2000, are approximately $185,000 of costs, net of income, that the General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by March 31, 2001. These cost principally include the estimated administrative expenses for the Partnership. Because the success in realization of assets and the settlement of liabilities is based on the General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. Principles of Consolidation The Partnership's consolidated financial statements include the accounts of the Partnership and its 99% limited partnership interests in the lower tier limited partnerships Aspen Ridge Associates, Ltd., Sutton Place CCPV, L.P. and 51 North High Street, L.P. The general partner of these lower tier limited partnerships is limited liability companies of which the Partnership is the sole member. Accordingly all entities are consolidated by the Partnership. All significant interpartnership balances have been eliminated. Reclassifications Certain reclassifications have been made to the 1999 information to conform to the 2000 presentation. Note B - Transfer of Control Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the General Partner. The General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership. Note C - Disposition of Property/Operating Segment On June 1, 2000, 51 North High Street Building, located in Columbus, Ohio, was sold to an unaffiliated third party for approximately $3,227,000. After closing expenses and other payments of approximately $230,000, the net proceeds received by the Partnership were approximately $2,997,000. The Partnership recorded an extraordinary gain on early extinguishment of debt of approximately $162,000 due to the write off of the remaining unamortized debt forgiveness which was offset slightly by the payment of prepayment penalties. In addition the Partnership recorded a gain on sale of discontinued operations of approximately $1,658,000 during the nine months ended September 30, 2000. 51 North High Street Building was the only commercial property owned by the Partnership and represented one segment of the Partnership's operations. Due to the sale of this property, the results of the commercial segment have been shown as income or loss from discontinued operations and gain on sale of discontinued operations for both the three and nine months ended September 30, 2000 and 1999. Revenue for this property was approximately $0 and $492,000, for the three and nine months ended September 30, 2000, respectively, as compared to approximately $303,000 and $901,000, for the three and nine months ended September 30, 1999, respectively. Loss from discontinued operations was approximately $11,000 and $84,000 for the three and nine months ended September 30, 2000, respectively, as compared to (loss) income from discontinued operations of approximately $(9,000) and $33,000 for the three and nine months ended September 30, 1999, respectively. Note D - Sale of Investment Property On August 16, 2000, Aspen Ridge Apartments was sold to an unaffiliated third party for approximately $10,000,000. After closing expenses and other payments of approximately $152,000, the net proceeds received by the Partnership were approximately $9,847,000. The Partnership recorded a gain on the sale of approximately $7,342,000. The Partnership recorded an extraordinary loss on early extinguishment of debt of approximately $213,000 due to the payment of prepayment penalties and the write-off of unamortized loan costs. On September 7, 2000, Sutton Place Apartments was sold to an unaffiliated third party for approximately $5,400,000. After closing expenses and other payments of approximately $111,000, the net proceeds received by the Partnership were approximately $5,289,000. The Partnership recorded a gain on the sale of approximately $3,567,000. The Partnership recorded an extraordinary loss on early extinguishment of debt of approximately $225,000 due to the payment of prepayment penalties. Note E - Transactions with Affiliated Partners The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all Partnership activities. During the nine months ended September 30, 2000 and 1999, affiliates of the General Partner were entitled to receive 5% of gross receipts from both of the Registrant's residential properties for providing property management services. The Registrant paid to such affiliates approximately $121,000 and $130,000 for the nine months ended September 30, 2000 and 1999, respectively. The Partnership Agreement also provides for reimbursement to the General Partner and its affiliates for costs incurred in connection with the administration of Partnership activities. An affiliate of the General Partner received reimbursement of accountable administrative expenses amounting to approximately $103,000 and $73,000 for the nine months ended September 30, 2000 and 1999, respectively. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates currently own 83,288.50 limited partnership units in the Partnership representing 46.39% of the outstanding units. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make one or more additional offers to acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 46.39% of the outstanding units, AIMCO is in a position to significantly influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the General Partner because of their affiliation with the General Partner. Note F - Commitment Until October 17, 2000, the Partnership was required by the Partnership Agreement to maintain working capital reserves for contingencies of not less than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the event expenditures were made from this reserve, operating revenues were to be allocated to such reserve to the extent necessary to maintain the foregoing level. Reserves, including cash and securities available for sale, totaling approximately $8,200,000, were more than the reserve requirement of approximately $1,724,000 at September 30, 2000. On September 16, 2000, the Partnership sought the vote of limited partners to amend the Partnership Agreement to eliminate the requirement for the Partnership to maintain reserves equal to at least 5% of the limited partner's capital contributions less distributions to limited partners and instead permit the General Partner to determine reasonable reserve requirements of the Partnership. The vote was sought pursuant to a Consent Solicitation that expired on October 16, 2000 at which time the amendment was approved by the requisite percent of limited partnership interests. Upon expiration of the consent period, a total number of 119,130.90 units had voted of which 113,444.90 units had voted in favor of the amendment, 4,167.00 units voted against the amendment and 1,519.00 units abstained. Note G - Distributions During the nine months ended September 30, 2000 the partnership distributed approximately $709,000 of surplus cash all to the limited partners ($3.95 per limited partnership unit). This amount represented the distributable sale proceeds from the sale of 51 North High Street Building. As of September 30, 2000 the partnership had declared an additional distribution payable of approximately $6,552,000. Of this approximately $352,000 is from operations (approximately $338,000 to limited partners or $1.88 per limited partnership unit) and approximately $6,200,000 is from distributable sale proceeds of Aspen Ridge and Sutton Place to the limited partners or $34.53 per limited partnership unit. Note H - Segment Reporting Description of the types of products and services from which the reportable segment derives its revenues: The Partnership had two reportable segments: residential properties and commercial property. The Partnership's residential property segment consisted of two apartment complexes, one located in West Chicago, Illinois which was sold on August 16, 2000 and the other in Corpus Christi, Texas was sold on September 7, 2000. The Partnership rents apartment units to tenants for terms that are typically twelve months or less. The commercial property segment consisted of an office building located in Columbus, Ohio, which was sold on June 1, 2000. As a result of the sale of the commercial property during 2000, the commercial segment is shown as discontinued operations (see "Note C - Disposition of Property/Operating Segment" for further discussion regarding the commercial property sale). Measurement of segment profit or loss: The Partnership evaluates performance based on segment profit (loss) before depreciation. The accounting policies of the reportable segments are the same as those in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999. Factors management used to identify the enterprise's reportable segments: The Partnership's reportable segments consist of investment properties that offer different products and services. The reportable segments are each managed separately because they provide distinct services with different types of products and customers. Segment information for the three and nine months ended September 30, 2000 and 1999, is shown in the tables below. The "Other" column includes partnership administration related items and income and expense not allocated to the reportable segment (in thousands).
Three Months Ended September 30, 2000 Residential Commercial Other Totals (discontinued) Rental income $ 448 $ -- $ -- $ 448 Other income 50 -- 25 75 Interest expense 121 -- -- 121 Depreciation 113 -- -- 113 General and administrative expense -- -- 117 117 Gain on sale of investment properties 10,909 -- -- 10,909 Loss from discontinued operations -- (11) -- (11) Loss on early extinguishment of debt (438) -- -- (438) Segment profit (loss) 10,435 (11) (92) 10,332
Nine Months Ended September 30, 2000 Residential Commercial Other Totals (discontinued) Rental income $ 2,045 $ -- $ -- $ 2,045 Other income 169 -- 43 212 Interest expense 472 -- -- 472 Depreciation 530 -- -- 530 General and administrative expense -- -- 221 221 Gain on sale of investment properties 10,909 -- -- 10,909 Loss from discontinued operations -- (84) -- (84) Gain on sale of discontinued operations -- 1,658 -- 1,658 (Loss) gain on early extinguishment of debt (438) 162 -- (276) Segment profit (loss) 10,527 1,736 (178) 12,085 Total assets -- -- 8,340 8,340 Capital expenditures for investment properties 175 6 -- 181
Three Months Ended September 30, 1999 Residential Commercial Other Totals (discontinued) Rental income $ 781 $ -- $ -- $ 781 Other income 48 -- 5 53 Interest expense 176 -- -- 176 Depreciation 205 -- -- 205 General and administrative expense -- -- 53 53 Loss from discontinued operations -- (9) -- (9) Segment profit (loss) (33) (9) (47) (89)
Nine Months Ended September 30, 1999 Residential Commercial Other Totals (discontinued) Rental income $ 2,325 $ -- $ -- $ 2,325 Other income 115 -- 20 135 Interest expense 529 -- -- 529 Depreciation 602 -- -- 602 General and administrative expense -- -- 158 158 Income from discontinued operations -- 33 -- 33 Segment profit (loss) 21 33 (137) (83) Total assets 5,528 1,801 838 8,167 Capital expenditures for investment properties 372 23 -- 395
Note I - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussions of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operation. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. As of September 30, 2000, the Partnership adopted the liquidation basis of accounting due to the sale of its two remaining investment properties during the three months ended September 30, 2000. Results of Operations Prior to adopting the liquidation basis of accounting, the Partnership realized net income of approximately $12,085,000 for the nine months ended September 30, 2000 and a net loss of approximately $83,000 for the nine months ended September 30, 1999. The Partnership realized net income of approximately $10,332,000 for the three months ended September 30, 2000 and a net loss of approximately $89,000 for the three months ended September 30, 1999. The increase in net income is primarily due to the gain on sale of investment properties and discontinued operations which was partially offset by a loss on early extinguishment of debt. Included in general and administrative expenses for both of the nine month periods ended September 30, 2000 and 1999 are reimbursements to the General Partner allowed under the Partnership Agreement associated with its management of the Partnership. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit requested by the Partnership are also included. On June 1, 2000, 51 North High Street Building, located in Columbus, Ohio, was sold to an unaffiliated third party for approximately $3,227,000. After closing expenses and other payments of approximately $230,000 the net proceeds received by the Partnership was approximately $2,997,000. The Partnership recorded an extraordinary gain on early extinguishment of debt of approximately $162,000 due to write off of the remaining unamortized debt forgiveness which was offset slightly by the payment of prepayment penalties. In addition, the Partnership recorded a gain on sale of discontinued operations of approximately $1,658,000 during the nine months ended September 30, 2000. On August 16, 2000, Aspen Ridge Apartments was sold to an unaffiliated third party for approximately $10,000,000. After closing expenses and other payments of approximately $152,000, the net proceeds received by the Partnership were approximately $9,847,000. The Partnership recorded a gain on the sale of approximately $7,342,000. The Partnership recorded an extraordinary loss on early extinguishment of debt of approximately $213,000 due to the payment of prepayment penalties and the write-off of unamortized loan costs. On September 7, 2000, Sutton Place Apartments was sold to an unaffiliated third party for approximately $5,400,000. After closing expenses and other payments of approximately $111,000, the net proceeds received by the Partnership were approximately $5,289,000. The Partnership recorded a gain on the sale of approximately $3,567,000. The Partnership recorded an extraordinary loss on early extinguishment of debt of approximately $225,000 due to the payment of prepayment penalties. Liquidity and Capital Resources As of September 30, 2000, the Partnership adopted the liquidation basis of accounting due to the sale of the Partnership's remaining two investment properties during the three months ended September 30, 2000. The statement of net liabilities in liquidation as of September 30, 2000 includes approximately $185,000 of costs, net of income, that the General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by March 31, 2001. These costs principally include the estimated administrative expenses for the Partnership. Because the success in realization of assets and the settlement of liabilities is based on the General Partner's best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period. At September 30, 2000, the Partnership had cash and cash equivalents of approximately $8,318,000 as compared to approximately $1,376,000 at September 30, 1999. Cash and cash equivalents increased approximately $6,563,000 during the nine months ended September 30, 2000 from the Partnership's year ended December 31, 1999, primarily due to approximately $18,054,000 of cash provided by investing activities and approximately $218,000 of cash provided by operating activities, which was partially offset by approximately $11,709,000 of cash used in financing activities. Cash provided by investing activities consisted primarily of net proceeds received as a result of the sale of 51 North Street Building, Aspen Ridge Apartments and Sutton Place Apartments and net withdrawals from escrow accounts maintained by the mortgage lender which were slightly offset by property improvements and replacements and lease commissions paid. Cash used in financing activities consisted of principal payments and the repayment of the mortgage on 51 North Street Building, Aspen Apartments and Sutton Place Apartments and prepayment penalties paid along with distributions to Partners. The Partnership invests its working capital reserves in money market accounts. Aspen Ridge Apartments During the nine months ended September 30, 2000, the Partnership completed approximately $113,000 of capital improvements at Aspen Ridge Apartments consisting of floor covering and appliance replacements and parking lot improvements. These improvements were funded from operating cash flow. This property was sold on August 16, 2000. Sutton Place Apartments During the nine months ended September 30, 2000, the Partnership completed approximately $62,000 of capital improvements at Sutton Place Apartments consisting of floor covering replacements, HVAC condensing unit, lighting, and water heater replacements. These improvements were funded from operating cash flow. This property was sold on September 7, 2000. 51 North High During the nine months ended September 30, 2000, the Partnership completed approximately $6,000 of capital improvements at 51 North High Apartments consisting of tenant improvements. These improvements were funded from operating cash flow. This property was sold on June 1, 2000. Until October 17, 2000, the Partnership was required by the Partnership Agreement to maintain working capital reserves for contingencies of not less than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the event expenditures were made from this reserve, operating revenues were to be allocated to such reserve to the extent necessary to maintain the foregoing level. Reserves, including cash and securities available for sale, totaling approximately $8,200,000, were more than the reserve requirement of approximately $1,724,000 at September 30, 2000. On September 16, 2000, the Partnership sought the vote of limited partners to amend the Partnership Agreement to eliminate the requirement for the Partnership to maintain reserves equal to at least 5% of the limited partner's capital contributions less distributions to limited partners and instead permit the General Partner to determine reasonable reserve requirements of the Partnership. The vote was sought pursuant to a Consent Solicitation that expired on October 16, 2000 at which time the amendment was approved by the requisite percent of limited partnership interests. Upon expiration of the consent period, a total number of 119,130.90 units had voted of which 113,444.90 units had voted in favor of the amendment, 4,167.00 units voted against the amendment and 1,519.00 units abstained. During the nine months ended September 30, 2000 the partnership distributed approximately $709,000 of surplus cash all to the limited partners ($3.95 per limited partnership unit). This amount represented the distributable sale proceeds from the sale of 51 North High Street Building. As of September 30, 2000 the partnership had declared an additional distribution payable of approximately $6,552,000. Of this approximately $352,000 is from operations (approximately $338,000 to limited partners or $1.88 per limited partnership unit) and approximately $6,200,000 is from distributable sale proceeds of Aspen Ridge and Sutton Place to the limited partners or $34.53 per limited partnership unit. During the nine months ended September 30, 1999, there were no cash distributions. Future cash distributions will depend on the level of cash remaining after costs incurred by the Partnership during the liquidation period. It is estimated that the liquidation process will be completed by March 31, 2001. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On September 16, 2000, the Partnership sought the vote of limited partners to amend the Partnership Agreement to eliminate the requirement for the Partnership to maintain reserves equal to at least 5% of the limited partners' capital contributions less distributions to limited partners and instead permit the General Partner to determine reasonable reserve requirements of the Partnership. The vote was sought pursuant to a Consent Solicitation that expired on October 16, 2000 at which time the amendment was approved by the requisite percent of limited partnership interests. Upon expiration of the consent period, a total number of 119,130.90 units had voted of which 113,444.90 units had voted in favor of the amendment, 4,167.80 voted against the amendment and 1,519.00 units abstained. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: Current report on Form 8-K dated August 16, 2000 and filed on September 5, 2000 in connection with the sale of Aspen Ridge Apartments on August 16, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the Partnership caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONSOLIDATED CAPITAL PROPERTIES V By: CONCAP EQUITIES, INC. Its General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: November 14, 2000