-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVkeVcir8J14xYe7cm5nPXQ9gd4tXq3+8gSfTgnQQEx5CX3tjTZy7Va305x7RghT nXr+MBu2gNGUnJp8NugKNQ== 0000725614-96-000007.txt : 19960927 0000725614-96-000007.hdr.sgml : 19960927 ACCESSION NUMBER: 0000725614-96-000007 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960926 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL PROPERTIES V CENTRAL INDEX KEY: 0000725614 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942918560 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13083 FILM NUMBER: 96635280 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB/A 1 FORM 10-QSB/A.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period.........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 (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 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 BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996 Assets Cash: Unrestricted $ 300 Restricted - tenant security deposits 108 Investments 207 Accounts receivable 22 Escrows for taxes and insurance 254 Restricted escrows 93 Prepaid and other assets 243 Investment properties: Land $ 1,969 Buildings and related personal property 18,143 20,112 Less accumulated depreciation (12,210) 7,902 $ 9,129 Liabilities and Partners' Deficit Liabilities Accounts payable $ 118 Tenant security deposits 110 Accrued taxes 396 Other liabilities 171 Mortgage notes payable 10,103 Partners' Deficit General partner $ (18) Special limited partners (55) Limited partners (179,617 units issued and outstanding) (1,696) (1,769) $ 9,129 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 March 31, 1996 1995 Revenues: Rental income $ 978 $1,194 Other income 31 55 Total revenues 1,009 1,249 Expenses: Operating 367 579 General and administrative 56 113 Maintenance 99 202 Depreciation 282 315 Interest 249 331 Property taxes 114 164 Total expenses 1,167 1,704 Net loss $ (158) $ (455) Net loss allocated to general partners (.2%) $ -- $ (1) Net loss allocated to limited partners (99.8%) (158) (454) $ (158) $ (455) Net loss per limited partnership unit: $ (.88) $(2.53) See Accompanying Notes to Consolidated Financial Statements c) CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited)
For the Three Months Ended March 31, 1996 (in thousands, except unit data) Limited Special Partnership General Limited Limited Units Partner Partner Partners Total Original capital contributions 180,037 $ 1 $ -- $45,009 $45,010 Partners' deficit at December 31, 1995 179,617 $ (18) $ (56) $(1,537) $(1,611) Amortization of timing difference (Note -- -- 1 (1) -- Net loss for the three months ended March 31, 1996 -- -- -- (158) (158) Partners' deficit at March 31, 1996 179,617 $ (18) $ (55) $(1,696) $(1,769) See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net loss $ (158) $ (455) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 282 315 Amortization of lease commissions, discounts, and loan costs 42 46 Interest added to mortgage notes payable 3 -- Change in accounts: Restricted cash 1 -- Accounts receivable -- (20) Escrows for taxes and insurance (59) 32 Prepaid and other assets 51 11 Accounts payable (111) 121 Tenant security deposit liabilities (8) (5) Accrued taxes 67 (35) Other liabilities (76) 153 Net cash provided by operating activities 34 163 Cash flows from investing activities: Property improvements and replacements (44) (91) Deposits to restricted escrows (16) (17) Net cash used in investing activities (60) (108) Cash flows from financing activities: Payments on mortgage notes payable (52) (23) Repayment of mortgage note payable (700) -- Net cash used in financing activities (752) (23) Net (decrease) increase in cash and cash equivalents (778) 32 Cash and cash equivalents at beginning of period 1,078 240 Cash and cash equivalents at end of period $ 300 $ 272 Supplemental disclosure of cash flow information: Cash paid for interest $ 244 $ 246 See Accompanying Notes to Consolidated Financial Statements
e) CONSOLIDATED CAPITAL PROPERTIES V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Consolidated Capital Properties V ("the Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Investments Investments consisting primarily of U.S. Treasury Notes with original maturities of more than 90 days, are considered to be held-to-maturity securities. Note B - Transactions with Related Parties The Partnership has paid property management fees noted below based upon collected gross rental revenues for property management services in each of the three month periods ended March 31, 1996 and 1995. In December 1994, affiliates of the General Partner assumed day-to-day property management responsibilities for all of the Partnership's properties with the exception of the Fourth and Race Tower, which was managed by a third party until it was sold in December 1995. Fees paid to affiliates of the General Partner for the three months ended March 31, 1996, are presented below. The property management fees are included in operating expenses. For the Three Months Ended March 31, 1996 1995 (in thousands) Property management fees $50 $49 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. The General Partner and its affiliates received reimbursements as reflected in the following table: Note B - Transactions with Related Parties - (continued) For the Three Months Ended March 31, 1996 1995 (in thousands) Reimbursement for services of affiliates $34 $57 In July 1995, the Partnership began insuring its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. Note C - Commitment The Partnership is required to maintain working capital reserves for normal repairs, replacements, working capital and contingencies of not less than 5% of Net Invested Capital as defined in the Partnership Agreement. In the event expenditures are made from these reserves, operating revenue shall be allocated to such reserves to the extent necessary to maintain the foregoing level. Cash and cash equivalents, tenant security deposits and investments totalling approximately $615,000, are less than the reserve requirement of approximately $1.8 million at March 31, 1996. The Partnership intends to replenish the working capital reserve from cash flow from operations, however, the Partnership's recent cash flows from operations have not been sufficient to replenish the reserve and there is no assurance that future levels of cash flow from operations will be adequate to accomplish this objective. The working capital requirement must be met prior to any consideration for distributions to the partners. Note D - Change in Status of Non-Corporate General Partner In the year ended December 31, 1991, the Partnership Agreement was amended to convert the General Partner interests held by the non-corporate General Partner, Consolidated Capital Group ("CCG"), to that of a special Limited Partner ("Special Limited Partner"). The Special Limited Partner does not have a vote and does not have any of the other rights of a Limited Partner except the right to inspect the Partnership's books and records; however, the Special Limited Partner will retain the economic interest in the Partnership which it previously owned as general partner. ConCap Equities, Inc. ("CEI") became the sole general partner of the Partnership effective December 31, 1991. In connection with CCG's conversion, a special allocation of gross income was made to the Special Limited Partner in order to eliminate its tax basis negative capital account. Note D - Change in Status of Non-Corporate General Partner - (continued) After the conversion, the various owners of interests in the Special Limited Partner transferred portions of their interests to CEI so that CEI now holds a .2% interest in all allocable items of income, loss and distribution. The difference between the Special Limited Partner's capital accounts for financial statement and tax reporting purposes is being amortized as the components of the timing differences which created the balance reverse. Note E - Debt Restructuring The Partnership restructured the debt on the 51 North High Building and made a principal prepayment (without penalty) of $700,000 in January 1996. In addition to this payment, the lender reduced the note's face amount by an additional $700,000 and the stated interest rate of the note was reduced from 13.5% to 9%. The maturity date of June 1, 2004, was unchanged. The debt restructuring was accounted for as a modification of terms. The total future cash payments under the restructured loan exceed the carrying value of the loan as of the date of restructure. Consequently, the carrying amount of the loan was reduced only by the $700,000 principal prepayment actually paid with no gain being recognized on the restructuring. Interest on the restructured debt accrues at an effective rate of 4.075%, the rate required to equate the present value of the total future cash payments under the new terms with the carrying amount of the loan at the date of restructure. To facilitate the debt restructuring of 51 North High Building in 1996, the property was placed into a lower tier partnership known as Fifty-One North High Street, L.P. in which Consolidated Capital Properties V is the 99.99% limited partner. Consolidated Capital Properties V retained substantially all economic benefits from the property. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of two apartment complexes and one commercial property. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Occupancy for the Three Months Ended March 31, 1996 1995 Aspen Ridge Apartments Chicago, Illinois 89% 94% Sutton Place Apartments Corpus Christi, Texas 90% 90% 51 North High Street Building Columbus, Ohio 88% 83% The decrease in occupancy at Aspen Ridge Apartments is primarily due to increased competition in the local market as a result of new townhouses being built and a temporary decline in three-bedroom rentals. The increase in occupancy at the 51 North High Street Building is due to existing tenants leasing additional space. The Partnership realized a net loss of approximately $158,000 for the three months ended March 31, 1996, compared to a net loss of approximately $455,000 for the three months ended March 31, 1995. The decreased net loss primarily resulted from the sale of the Fourth and Race Tower office building in December 1995. The sale of Fourth and Race Tower resulted in decreases in rental and other income. Other income also decreased due to lower lease cancellation fees, cleaning and damage fees and fewer late charges at the Sutton Place Apartments due to a stronger tenant base. Property operations, maintenance, depreciation and property taxes also decreased due to the Fourth and Race Tower sale. The decrease in depreciation was partially offset by an increase in the depreciable asset base at the 51 North High property from capital additions of approximately $215,000 in 1995. General and administrative expenses decreased due to reduced expense reimbursements related primarily to the efforts of the Dallas partnership administration staff during the management transition period in 1995 as well as reduced legal costs related to the marketing of the Fourth and Race Tower for sale in 1995 negatively impacting operations. The decrease in interest expense is due to a debt restructure which lowered the effective interest rate substantially and a principal payment of $700,000 at 51 North High in January 1996. (See "Note E" in the Notes to Consolidated Financial Statements in "Item 1"). As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. As of March 31, 1996, the Partnership held cash and cash equivalents of approximately $300,000 compared to approximately $272,000 at March 31, 1995. Net cash provided by operating activities decreased primarily due to the timing of real estate tax payments and increased payments of certain repair and maintenance items incurred in December of 1995. Net cash used in investing activities decreased due to decreased property improvements for the three months ended March 31, 1996, compared to the three months ended March 31, 1995. Net cash used in financing activities increased due primarily to the payment on the 51 North High Building debt in January 1996 as noted above. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of $10,103,000, net of discount, matures at various times with balloon payments due at maturity, at which time the properties will either be refinanced or sold. Future cash distributions will depend on the levels of net cash generated from operations, capital expenditure requirements, property sales and the availability of cash reserves. During the three months ended March 31, 1995, and March 31, 1996, no distributions were declared or paid. PART II - OTHER INFORMATION 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. None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONSOLIDATED CAPITAL PROPERTIES V By: CONCAP EQUITIES, INC. General Partner By: /s/ Carroll D. Vinson Carroll D. Vinson President By: /s/ Robert D. Long, Jr. Robert D. Long, Jr. Vice President/CAO Date: September 26, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Consolidated Capital Properties V 1996 First Quarter 10-QSB/A and is qualified in its entirety by reference to such 10-QSB/A filing. 0000725614 CONSOLIDATED CAPITAL PROPERTIES V 1,000 3-MOS DEC-31-1996 MAR-31-1996 300 207 22 0 0 0 20,112 12,210 9,129 0 10,103 0 0 0 (1,769) 9,129 0 1,009 0 0 1,167 0 249 0 0 0 0 0 0 (158) (.88) 0 The Partnership has an unclassified balance sheet. Multiplier is 1.
-----END PRIVACY-ENHANCED MESSAGE-----