-----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, EtNiMfFb/Y+ygVUDCMsWjvDOmA5cea1S0NSm5r7vjV+jDdILwkQvY0kPnvRU/jyQ YDRyotGpmcktWcWgn9hSkA== 0000763049-97-000004.txt : 19970328 0000763049-97-000004.hdr.sgml : 19970328 ACCESSION NUMBER: 0000763049-97-000004 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970327 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: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-13083 FILM NUMBER: 97565542 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 10KSB 1 FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the fiscal year ended December 31, 1996 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period.........to......... Commission file number 0-13083 CONSOLIDATED CAPITAL PROPERTIES V (Name of small business issuer in its charter) California 94-2918560 (State or other jurisdiction of (I.R.S. 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 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Units of Limited Partnership Interest (Title of class) 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year: $4,152,000 State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of a specified date within the past 60 days: Market value information for the Registrant's partnership interests is not available. Should a trading market develop for these interests, it is management's belief that such trading would not exceed $25,000,000. PART I ITEM 1. DESCRIPTION OF BUSINESS Consolidated Capital Properties V (the "Partnership" or "Registrant") was organized on June 30, 1983, as a limited partnership under the California Uniform Limited Partnership Act. On December 15, 1983, the Partnership registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (File No. 2-85850) and commenced a public offering for sale of $100 million of Units, with the general partners' right to increase the offering to $200 million. The Units represent equity interests in the Partnership and entitle the holders thereof to participate in certain allocations and distributions of the Partnership. The Partnership subsequently filed a Form 8-A Registration Statement with the SEC and registered its Units under the Securities Exchange Act of 1934 (File No. 0-13083) in March 1985. The sale of Units closed on December 6, 1984, with 180,037 Units sold at $250 each, or gross proceeds of approximately $45 million to the Partnership. By the end of fiscal 1985, approximately 61% of the proceeds raised had been invested in eleven properties. Of the remaining 39%, 11% was required for organizational and offering expenses, sales commissions and acquisition fees, and 28% was retained in Partnership reserves for project improvements and working capital as required by the Partnership Agreement. The General Partner of the Partnership is ConCap Equities, Inc., a Delaware corporation (the "General Partner" or "CEI"). The principal place of business for the Partnership and for the General Partner is One Insignia Financial Plaza, Greenville, South Carolina 29602. The Partnership's primary business and only industry segment is real estate related operations. The Partnership was formed to acquire, own, operate and ultimately dispose of income-producing real properties for the benefit of its partners. At December 31, 1996, the Partnership owns three properties as described in "Item 2 - Description of Property." Previously, the Partnership disposed of seven properties and during 1995 the Fourth Race Tower was sold to an unaffiliated third party (See "Note F" of the Financial Statements in "Item 7"). See "Item 6 - Management's Discussion and Analysis or Plan of Operations," for a discussion of Partnership liquidity and capital resources. The real estate business is highly competitive. The Registrant's real property investments are subject to competition from similar types of properties in the vicinities in which they are located and the Partnership is not a significant factor in its industry. In addition, various limited partnerships have been formed by related parties to engage in business which may be competitive with the Registrant. The Registrant has no employees. Management and administrative services are performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an affiliate of the General Partner. The property manager is responsible for the day-to-day operations of each property. The General Partner has also selected an affiliate of Insignia to provide real estate advisory and asset management services to the Partnership. As advisor, such affiliate provides all partnership accounting and administrative services, investment management, and supervisory services over property management and leasing. For a further discussion of property and partnership management, see "Item 12". Upon the Partnership's formation in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group ("CCG"), a California general partnership, was the non-corporate general partner. In 1988, through a series of transactions, Southmark Corporation ("Southmark") acquired controlling interest in CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, CEI acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing general partner in all 16 partnerships. The selection of CEI as the sole managing general partner was approved by a majority of the limited partners in the Partnership and in each of the Affiliated Partnerships pursuant to a solicitation of the Limited Partners dated August 10, 1990. As part of this solicitation, the Limited Partners also approved an amendment to the Partnership Agreement to limit changes of control of the Partnership and approved conversion of the general partner interest of the non-corporate general partner, CCG, to that of a special limited partner ("Special Limited Partner") without voting and without other rights of a limited partner except for the economic interest previously held as a general partner. Pursuant to an amendment to the Partnership Agreement, the non-corporate general partner interest of CCG was converted to that of a Special Limited Partner and CEI became the sole general partner of the Partnership on December 31, 1991. All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia Transaction") in which an affiliate of Insignia acquired an option (exercisable in whole or in part from time to time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that stock. As a part of the Insignia Transaction, the Insignia affiliate also acquired all of the outstanding stock of Partnership Services, Inc., an asset management entity, and Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a property management entity. In addition, confidentiality, non-competition, and standstill arrangements were entered into between certain of the parties. Those arrangements, among other things, prohibit GII Realty's former sole shareholder from purchasing Partnership Units for a period of three years. On October 24, 1995, the Insignia affiliate exercised the remaining portion of its option to purchase all of the remaining outstanding capital stock of GII Realty, Inc. ITEM 2. DESCRIPTION OF PROPERTY The Partnership originally acquired eleven properties, of which seven were sold, and one has been foreclosed upon by the lender in years prior to 1996. As of December 31, 1996, the Partnership owned two apartment complexes and one office building as described below:
Date of Property Purchase Type of Ownership Use Aspen Ridge Apartments 08/09/84 Fee ownership subject Apartment - West Chicago, Illinois to first mortgage 253 units Sutton Place Apartments 07/06/84 Fee ownership subject Apartment - Corpus Christi, Texas to first mortgage 201 units 51 North High Building 12/20/84 Fee ownership subject Office Bldg. Columbus, Ohio to first mortgage 85,727 sq.ft.
SCHEDULE OF PROPERTIES: (dollar amounts in thousands)
Gross Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Aspen Ridge $ 7,924 $ 5,091 5-19 years S/L $2,880 Sutton Place 5,867 3,603 5-19 years S/L 2,908 51 North High 6,571 4,377 3-19 years S/L 3,332 Totals $20,362 $ 13,071 $9,120
See "Note A" of the Consolidated Financial Statements included in "Item 7" for a description of the Partnership's depreciation policy. SCHEDULE OF MORTGAGES: (dollar amounts in thousands) Principal Principal Balance At Balance December 31, Interest Maturity Due At Property 1996 Rate Date Maturity Aspen Ridge $ 5,750 7.33% 11/03 $ 5,750 Sutton Place 2,796 9.125% 10/03 2,581 51 North High 2,748 9.0% 06/04 2,115 $11,294 SCHEDULE OF RENTAL RATES AND OCCUPANCY: Average Annual Average Rental Rates Occupancy Property 1996 1995 1996 1995 Aspen Ridge $7,852 $ 7,589 93% 91% Sutton Place 5,801 5,748 93% 90% 51 North High 14.23 14.23 89% 85% The average annual rental rate for 51 North High Street is per square foot. The rate is per unit for the apartment properties. As noted under "Item 1. Description of Business," the real estate industry is highly competitive. All of the Partnership's properties are subject to competition from other retail centers and apartment complexes in the area. The General Partner believes that all of the properties are adequately insured. The occupancy increase at Sutton Place Apartments resulted from additional military troops being relocated to Corpus Christi. The increase in occupancy at 51 North High is due to existing tenants leasing additional space. The following is a schedule of lease expirations for the years 1997-2006 (dollar amounts in thousands): Number of % of Gross Expirations Square Feet Annual Rent Annual Rent 51 North High 1997 5 52,845 $ 790 68.7% 1998 1 1,104 30 2.6% 1999 2 13,359 183 15.9% 2000 1 621 5 .4% 2001 2 3,608 81 7.0% 2002-2006 1 1,785 28 2.5% One month-by-month lease for 2,385 square feet contributes approximately $33,000 to annual rental income and represents 2.9% of gross annual rent for the Partnership. The following schedule presents information on tenants leasing 10% or more of the leasable square footage for 51 North High: Square Footage Annual Rent Per Lease Nature of Business Leased Square Foot Expiration Bank 12,750 $13.86 05/31/99 Government Agency 52,238 14.74 (1) (1)The tenant leases three suites. Two leases with 49,853 of total square feet have an expiration date of 6/30/97. The third suite with 2,385 square feet has a month-by-month lease. SCHEDULE OF REAL ESTATE TAXES AND RATES: Real estate taxes and rates in 1996 for each property were (dollar amounts in thousands): 1996 1996 Billings Rate Aspen Ridge Apartments (1) $ 242 8.7% Sutton Place Apartments 95 2.9% 51 North High Building (1) 70 5.4% (1) Estimate is based on 1995 billing, since 1996 bill has not been received. ITEM 3. LEGAL PROCEEDINGS The Partnership is unaware of any pending or outstanding litigation that is not of a routine nature. The General Partner of the Partnership believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fourth quarter of the year ended December 31, 1996, no matters were submitted to a vote of the security holders through the solicitation of proxies or otherwise. PART II ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED SECURITY HOLDER MATTERS (A) No established public trading market for the Partnership's Units exists nor is one expected to develop. (B) Title of Class Number of Unit Holders of Record Limited Partnership Units 5,287 as of December 31, 1996 There were no cash distributions to the Partners during 1995 or 1996. No distributions are expected to be made in 1997 since the Partnership's working capital reserves did not meet the 5% of Net Invested Capital requirement. Cumulative distributions to the Limited Partners since the inception of the partnership totalled approximately $9.8 million at December 31, 1996. See also "Item 6 - Management's Discussion and Analysis of Financial Condition and Results of Operations." ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Results of Operations The Partnership realized a net loss of approximately $1,152,000 and $2,067,000 for the years ended December 31, 1996, and 1995, respectively. The decreased net loss primarily resulted from the sale of the Fourth and Race Tower office building in December 1995. The sale of the Fourth and Race Tower resulted in decreased rental and other income, operating, maintenance, depreciation and property tax expenses. 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. Additionally, other income was further reduced due to the non- recurring nature of dividends received on the Partnership's investment in Southmark Preferred Stock for the year ended December 31, 1995, and due to decreased interest income resulting from lower cash balances available for investment. These decreases were partially offset by a property tax refund received during the year ended December 31, 1996, for the 51 North High Street Building. General and administrative expenses decreased due to reduced legal costs related to the marketing of the Fourth and Race Tower in 1995 and due to reduced insurance costs. The decrease in maintenance expense resulted primarily from interior building improvements and exterior painting at the 51 North High Building and from exterior building improvements and parking lot repairs at Sutton Place Apartments in 1995. The decrease in interest expense is due primarily to a debt restructure which lowered the imputed interest rate substantially and a principal payment of $700,000 at 51 North High in January (see "Note F in the Notes to Consolidated Financial Statements in Item 7"). The decrease in tax expense is due to the reduction in the assessed value of the 51 North High Street Building in 1996 as well as the sale of the Fourth and Race Tower. The $275,000 loss on refinancing relates to the refinancing of Sutton Place Apartments during the third quarter of 1996 and the refinancing of Aspen Ridge Apartments during the fourth quarter of 1996. Through the Sutton Place refinancing, a new $2,800,000 mortgage note, which bears interest at 9.125% and matures in October of 2003, was obtained. As a result of the refinancing, the Partnership incurred a $22,000 prepayment penalty, which resulted in an extraordinary loss on refinancing. The Aspen Ridge refinancing resulted in a $5,750,000 new mortgage note with interest- only payments bearing a 7.33% rate and maturing in November of 2003. The Partnership realized an extraordinary loss on refinancing due to the payment of a prepayment penalty of approximately $126,000 and an extraordinary loss of approximately $127,000 on the write-off of unamortized loan costs. During the year ended December 31, 1995, the Partnership realized a casualty gain as a result of a fire at the Fourth and Race Tower on June 5, 1995. The total insurance proceeds received of approximately $68,000 exceeded the total estimated costs of replacing the equipment destroyed resulting in a casualty gain of approximately $19,000 which is included in other income. Included in maintenance expenses for the year ended December 31, 1996, is approximately $326,000 of major repairs and maintenance comprised primarily of gutter repairs, exterior building improvements, parking lot repairs and exterior painting. 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 expenses. 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. Liquidity and Capital Resources As of December 31, 1996, the Partnership held unrestricted cash of approximately $290,000 compared to approximately $1,078,000 at December 31, 1995. Net cash provided by operating activities increased primarily due to the decreased cash usages of the Fourth and Race Tower which was sold in December 1995, partially offset by increased payments of certain repair and maintenance items related to interior and exterior improvements made at Sutton Place and 51 North High during the year ended December 31, 1996. Net cash used in investing activities increased due to increased deposits to restricted escrows resulting from the Sutton Place and Aspen Ridge refinancings, a reduction in long-term investments maturing in 1996 and the lack of any property sale proceeds in 1996. These items were partially offset by reduced property improvements and replacements. Net cash provided by financing activities increased due primarily to the refinancing of the Sutton Place Apartments and the Aspen Ridge Apartments mortgages in 1996 as noted above. 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 and investments totalling approximately $490,000, are less than the reserve requirement of approximately $1,761,000 at December 31, 1996. The Partnership intends to replenish the working capital reserve from cash flow from operations after consideration of any capital improvement needs of the properties. The Partnership's recent cash flows from operations, however, 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 distributions to the partners. 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 properties to adequately maintain the physical assets and meet other operating needs of the Partnership. The mortgage indebtedness of approximately $11,294,000, 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. No distributions were declared or paid during 1996 or 1995. On December 29, 1995, the Partnership sold Fourth and Race Tower located in Cincinnati, Ohio, to an unaffiliated party. The property was sold in order to maximize the Partnership's return of its investment. Total consideration received for Fourth and Race Tower was $1,050,000. After the payment of closing costs and related items, the Partnership received net sales proceeds of $863,000 and the sale resulted in a loss of approximately $500,000. Please refer to "Item 7 - Notes to the Consolidated Financial Statements," "Note E - Sale of Real Estate," for a summary of the sales transaction. ITEM 7. FINANCIAL STATEMENTS CONSOLIDATED CAPITAL PROPERTIES V LIST OF FINANCIAL STATEMENTS Report of Independent Auditors Consolidated Balance Sheet - December 31, 1996 Consolidated Statements of Operations - Years ended December 31, 1996 and 1995 Consolidated Statements of Changes in Partners Deficit - Years ended December 31, 1996 and 1995 Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Consolidated Capital Properties V We have audited the accompanying consolidated balance sheet of Consolidated Capital Properties V as of December 31, 1996, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for each of the two years in the period ended December 31, 1996. 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 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 the Partnership's 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, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Consolidated Capital Properties V as of December 31, 1996, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /s/ ERNST & YOUNG LLP Greenville, South Carolina February 6, 1997 CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED BALANCE SHEET (in thousands, except unit data) December 31, 1996 Assets Cash and cash equivalents: Unrestricted $ 290 Restricted--tenant security deposits 93 Investments 107 Accounts receivable 30 Escrows for taxes and insurance 237 Restricted escrows 904 Other assets 308 Investment properties: Land $ 1,969 Buildings and personal property 18,393 20,362 Less accumulated depreciation (13,071) 7,291 $ 9,260 Liabilities and Partners' Deficit Liabilities Accounts payable $ 81 Tenant security deposits 95 Accrued taxes 406 Other liabilities 147 Mortgage notes payable 11,294 Partners' Deficit General partner $ (20) Special limited partners (54) Limited partners (179,617 units issued and outstanding) (2,689) (2,763) $ 9,260 See Accompanying Notes to Consolidated Financial Statements CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data)
Years Ended December 31, 1996 1995 Revenues: Rental income $ 3,985 $ 4,727 Other income 167 281 Total revenues 4,152 5,008 Expenses: Operating 1,491 2,173 General and administrative 250 321 Maintenance 813 841 Depreciation 1,143 1,327 Interest 959 1,343 Property taxes 373 562 Total expenses 5,029 6,567 Loss on disposition of investment property -- (508) Loss before extraordinary item (877) (2,067) Extraordinary loss on refinancings (275) -- Net loss $(1,152) $(2,067) Net loss allocated to general partners (.2%) $ (2) $ (4) Net loss allocated to limited partners (99.8%) (1,150) (2,063) $(1,152) $(2,067) Net loss per limited partnership unit: Loss before extraordinary item $ (4.87) $(11.49) Extraordinary item (1.53) -- Net loss $ (6.40) $(11.49) See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (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' capital (deficit) at December 31, 1994 179,617 $ (14) $ (58) $ 528 $ 456 Amortization of timing differences -- -- 2 (2) -- Net loss for the year ended December 31, 1995 -- (4) -- (2,063) (2,067) Partners' deficit at December 31, 1995 179,617 (18) (56) (1,537) (1,611) Amortization of timing difference (Note D) -- -- 2 (2) -- Net loss for the year ended December 31, 1996 -- (2) -- (1,150) (1,152) Partners' deficit at December 31, 1996 179,617 $ (20) $ (54) $(2,689) $(2,763) See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Years Ended December 31, 1996 1995 Cash flows from operating activities: Net loss $(1,152) $(2,067) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and loan costs 1,143 1,327 Amortization of lease commissions, discounts, and loan costs 136 169 Interest added to mortgage note payable 2 36 Extraordinary loss on refinancing 275 -- Loss on sale of investment property -- 508 Change in accounts: Restricted cash 15 (108) Accounts receivable (8) (11) Escrows for taxes and insurance (42) 71 Other assets 38 (54) Accounts payable (148) 304 Tenant security deposit liabilities (22) (24) Accrued taxes 76 (156) Other liabilities (100) 203 Net cash provided by operating activities 213 198 Cash flows from investing activities: Property improvements and replacements (294) (553) Deposits to restricted escrows (828) (61) Receipts from restricted escrows -- 26 Proceeds from sale of real estate -- 863 Proceeds from sale of investments 100 491 Net cash (used in) provided by investing activities (1,022) 766 Cash flows from financing activities: Payments on mortgage notes (212) (126) Repayment of mortgage note payable (7,941) -- Proceeds from long-term borrowings 8,550 -- Loan costs paid (228) -- Prepayment penalty (148) -- Net cash provided by (used in) financing activities 21 (126) Net (decrease) increase in cash and cash equivalents (788) 838 Cash and cash equivalents at beginning of period 1,078 240 Cash and cash equivalents at end of period $ 290 $ 1,078 Supplemental disclosure of cash flow information: Cash paid for interest $ 889 $ 1,116 See Accompanying Notes to Consolidated Financial Statements
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Consolidated Capital Properties V, a California limited partnership (the "Partnership" or "Registrant"), was formed on June 30, 1983, to acquire and operate commercial and residential properties. As of December 31, 1996, the Partnership owns two residential properties and one commercial property located in or near major urban areas in the United States. At the time of the Partnership's formation in 1983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group ("CCG"), a California general partnership, was the non-corporate general partner. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. As part of its reorganization plan, ConCap Equities, Inc., (the "General Partner" or "CEI") acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and CEI and replaced CCEC as managing general partner in all 16 partnerships. As part of the solicitation for approval of CEI as general partner, the limited partners also approved the conversion of CCG from a general partner to a special limited partner, thereby leaving CEI as the sole general partner of the Partnership. All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia Transaction") in which among other things, an affiliate of Insignia Financial Group Inc., ("Insignia") acquired an option (exercisable in whole or in part from time to time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that stock. As a part of the Insignia Transaction, the Insignia affiliate acquired all of the outstanding stock of Partnership Services, Inc., an asset management entity and Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a property management entity. In addition, confidentiality, non-competition, and standstill arrangements were entered into between certain of the parties. Those arrangements, among other things, prohibit GII Realty's former sole shareholder from purchasing Partnership Units for a period of three years. On October 24, 1995, the Insignia affiliate exercised the remaining portion of its option to purchase all of the remaining outstanding capital stock of GII Realty, Inc. The principal place of business for the Partnership and for the General Partner is One Insignia Financial Plaza, Greenville, South Carolina. Consolidation The Partnership's financial statements include the accounts of its majority- owned limited partnerships (Aspen Ridge Associates, Ltd., Sutton Place CCPV, L.P. and 51 North High Street, L.P.). All intercompany transactions have been eliminated. Investment Properties Prior to 1995, investment properties were carried at the lower of cost or estimated fair value, which was determined using the higher of the property's non-recourse debt amount, when applicable, or the net operating income of the investment property capitalized at a rate deemed reasonable for the type of property. During 1995, the Partnership adopted "FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The effect of adoption was not material. Depreciation Buildings and improvements are depreciated on the straight-line method over the estimated useful lives of the assets, ranging from 3 to 19 years. Tenant improvements are depreciated over the term of the respective lease. Cash and cash equivalents Unrestricted - Unrestricted cash includes cash on hand and in banks, demand deposits and money market funds with original maturities of ninety days or less. At certain times the amount of cash deposited at a bank may exceed the limit on insured deposits. Restricted cash - tenant security deposits - The Partnership requires security deposits from new lessees for the duration of the lease with such deposits being considered restricted cash. Deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments. Restricted Escrows Aspen Ridge maintains a repair and maintenance escrow, included in restricted escrows, of approximately $143,000 at December 31, 1996, and $77,000 at December 31, 1995. Aspen Ridge and Sutton Place hold capital improvement reserves of approximately $588,000 and $173,000, respectively, at December 31, 1996, which were established in the 1996 refinancing (see "Note F - Mortgage Notes Payable"). These escrows are included in restricted escrows. Reclassifications Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Investments The Partnership has adopted "Statements of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities." Investments, consisting primarily of U.S. Treasury notes with original maturities more than ninety days, are considered to be held-to-maturity securities. As the Investments' fair value approximate their cost, any unrealized gains or losses are immaterial and therefore have not been recorded in the accompanying financial statements. The cost of Investments sold is determined using the specific identification method. The Investments mature as follows (dollar amounts in thousands): Description Cost Maturity U.S. Treasury Notes $ 99 February 1998 Equity Securities 8 N/A $ 107 Fair Value In 1995, the Partnership implemented "Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments," which requires disclosure of fair value information about financial instruments for which it is practicable to estimate that value. The carrying amount of the Partnership's cash and cash equivalents approximates fair value due to short- term maturities. The Partnership estimates the fair value of its fixed rate mortgages by discounted cash flow analysis based on estimated borrowing rates currently available to the Partnership. Rental Income The Partnership leases its residential property under short-term operating leases. Lease terms are generally one year or less in duration. Commercial office property leases vary from one to ten years. For leases with scheduled rental increases, rental income is recognized on a straight-line basis over the life of the applicable leases. Deferred Loan Fees Deferred loan fees are amortized using the straight-line method over the terms of the related mortgage notes. Unamortized deferred fees are included in other assets. Lease Commissions Lease commissions are capitalized and amortized using the straight-line method over the term of the applicable lease. Unamortized lease commissions are included in other assets. Allocation of Net Income and Net Loss The Partnership Agreement provides for net income and net losses for both financial and tax reporting purposes to be allocated 99.8% to the Limited Partners and .2% to the General Partner. Advertising Costs Advertising costs of approximately $63,000 in 1996 and $88,000 in 1995 are charged to expenses as incurred and are included in operating expenses. 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 amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE B - RELATED PARTY TRANSACTIONS The Partnership has no employees and is dependent on the General Partner and affiliates of Insignia for the management and administration of all of the Partnership activities, as provided for in the Partnership agreement. The Partnership has paid property management fees based upon collected gross rental revenues for property management services in each of the years ended December 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. Property management fees of approximately $204,000 and $246,000 were paid to affiliates of the General Partner for each of the years ended December 31, 1996 and 1995, respectively. These fees are included in operating expenses. 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. Reimbursements for services of affiliates of approximately $167,000 and $173,000 were paid to the General Partner and its affiliates during each of the years ended December 31, 1996 and 1995, respectively. These reimbursements are primarily included in general and administrative expenses. During the year ended December 31, 1996, the Partnership paid affiliates of the General Partner approximately $36,000 for loan costs which were capitalized and included in other assets in the accompanying Consolidated Balance Sheet. These loan costs related to the refinancing of the Sutton Place Apartments and of the Aspen Ridge Apartments. 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 and investments totalling approximately $490,000, are less than the reserve requirement of approximately $1,761,000 at December 31, 1996. The Partnership intends to replenish the working capital reserve from cash flow from operations after consideration of any capital improvement needs of the properties. The Partnership's recent cash flows from operations, however, 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 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, CCG, to that of special limited partners ("Special Limited Partners"). The Special Limited Partners do not have a vote and do 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 Partners will retain the economic interest in the Partnership which it previously owned as general partner. 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 Partners in order to eliminate their tax basis negative capital account. After the conversion, the various owners of interests in the Special Limited Partners 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 Partners' capital accounts for financial statement and tax reporting purposes is being amortized to the Limited Partners' capital accounts as the components of the timing differences which created the balance reverse. NOTE E - SALE OF REAL ESTATE In December 1995, the Partnership sold Fourth and Race Tower, an office building in Cincinnati, Ohio, for net sales proceeds of approximately $863,000 after payment of closing costs. The Partnership realized a loss of approximately $501,000 on the sale during the fourth quarter of 1995. The sales transaction is summarized as follows (amounts in thousands): Cash proceeds received $ 863 Net real estate (1) (1,439) Net other liabilities 75 Loss on sale of real estate $ (501) (1)Real estate at cost, net of accumulated depreciation of approximately $4.7 million. The following unaudited pro-forma information reflects the operations of the Partnership for the years ended December 31, 1995, as if Fourth and Race had been sold January 1, 1995 (dollar amounts in thousands). 1995 Revenues $ 4,036 Loss from continuing operations (1,167) Net Loss (1,181) Loss per Limited Partnership Unit (6.57) NOTE F - MORTGAGE NOTES PAYABLE The principal terms of mortgage notes payable are as follows (dollar amounts in thousands): Principal Monthly Principal Balance At Payment Stated Balance December 31, Including Interest Maturity Due At Property 1996 Interest Rate Date Maturity Aspen Ridge $ 5,750 $ 35 7.33% 11/03 $ 5,750 Sutton Place 2,796 23 9.125% 10/03 2,581 51 North High 2,748 19 9.0% 06/04 2,115 $11,294 $ 77 Scheduled maturities of principal are as follows (dollars in thousands): Years Ending December 31, 1997 $ 149 1998 157 1999 165 2000 173 2001 182 Thereafter 10,468 $11,294 The estimated fair values of the Partnership's aggregate debt approximates the carrying value of approximately $11,294,000. This estimate represents a general approximation of possible value and is not necessarily indicative of the amounts the Partnership might pay in actual market transactions. 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 imputed rate of 4%, the rate required to equate the present value of the total future cash payments under the new terms to the carrying amount of the loan at the date of restructure. To facilitate the debt restructuring of the 51 North High Street Building in 1996, the property was placed into a lower-tier partnership known as 51 North High Street, L.P. in which the Partnership is the 99.99% limited partner. The Partnership retained substantially all economic benefits from the property. In July 1996, to facilitate the refinancing of the first mortgage indebtedness secured by the Sutton Place Apartments, the property was transferred to a lower- tier partnership known as Sutton Place CCPV, L.P., in which the Partnership is the 99.99% limited partner. The Partnership retained substantially all economic benefits from the property. Under the terms of the refinancing agreement which was completed in September 1996, the new $2.8 million mortgage note which bears interest at 9.125% and matures in October 2003, replaced the previous mortgage note of approximately $2.2 million. As a result of the refinancing, the Partnership incurred a $22,000 prepayment penalty which resulted in an extraordinary loss on refinancing. In conjunction with the refinancing, a capital improvement reserve of approximately $164,000 was established and approximately $102,000 in loan costs were incurred. These loan costs are included in other assets and will be amortized over the term of the loan. In November 1996, the Partnership refinanced the mortgage encumbering Aspen Ridge Apartments. The total mortgage indebtedness of approximately $5,016,000 on the previous note was carried at a stated interest rate of 9.88%. The new mortgage indebtedness of $5,750,000 carries a stated interest rate of 7.33% with a balloon payment due November 1, 2003. An extraordinary loss on refinancing of approximately $253,000 was realized in 1996 due to the payment of approximately $126,000 in prepayment penalties and a loss of approximately $127,000 on the write-off of unamortized loan costs. In conjunction with the refinancing, a capital improvement reserve of approximately $588,000 was established and approximately $126,000 in loan costs were incurred. These loan costs are included in other assets and will be amortized over the term of the loan. NOTE G - OPERATING LEASES Tenants of 51 North High are responsible for their own utilities and maintenance of their space and payment of their proportionate share of common area maintenance, utilities, insurance and real estate taxes. A portion of the real estate taxes, insurance, and common area maintenance expenses are paid directly by the Partnership. The Partnership is then reimbursed by the tenants for their proportionate share. The future minimum rental payments to be received under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of December 31, 1996, are as follows (in thousands): Years Ending December 31, 1997 $ 715 1998 300 1999 195 2000 116 2001 83 Thereafter 78 $1,487 NOTE H - MAJOR TENANTS Rents from tenants exceeding 10% of rental income in 1996 or 1995 were as follows (dollar amounts in thousands): 1996 1995 Amount Percent Amount Percent Department of Youth Services $ 737 18% $ 651 13% NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (dollar amounts in thousands) Initial Cost To Partnership Buildings Cost and Related Capitalized Personal Subsequent to Description Encumbrances Land Property Acquisition Aspen Ridge $ 5,750 $ 593 $ 6,383 $ 948 Sutton Place 2,796 905 4,091 871 51 North High 2,748 561 5,157 853 Totals $11,294 $2,059 $15,631 $2,672
Gross Amount At Which Carried At December 31, 1996 Buildings And Related Personal Accumulated Date Depreciable Description Land Property Total Depreciation Acquired Life-Years Aspen Ridge $ 593 $ 7,331 $ 7,924 $ 5,091 08/09/84 5-19 Sutton Place 850 5,017 5,867 3,603 07/06/84 5-19 51 North High 526 6,045 6,571 4,377 12/20/84 3-19 Totals $1,969 $18,393 $20,362 $13,071
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION Reconciliation of "Investment Properties and Accumulated Depreciation" (in thousands): Years Ended December 31, 1996 1995 Investment Properties Balance at beginning of year $20,068 $27,835 Property improvements 294 553 Dispositions through sale -- (6,160) Dispositions through write-off -- (20) Allocation of allowance for possible losses -- (2,140) Balance at End of Year $20,362 $20,068 Accumulated Depreciation Balance at beginning of year $11,928 $15,336 Additions charged to expense 1,143 1,327 Accumulated depreciation on real estate sold -- (4,722) Accumulated depreciation on write-off -- (13) Balance at end of year $13,071 $11,928
The aggregate cost of the real estate for Federal income tax purposes at December 31, 1996 and 1995, is approximately $22,422,000 and $22,126,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 1996 and 1995, is approximately $13,303,000 and $12,426,000, respectively. NOTE J - INCOME TAXES Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Differences between the net loss as reported and Federal taxable loss result primarily from (1) depreciation over different methods and lives and on differing cost bases of apartment properties, and (2) change in rental income received in advance. The following is a reconciliation of reported net loss and Federal taxable loss (in thousands, except unit data): For the Years Ended December 31, 1996 1995 Net loss as reported $(1,152) $(2,067) Add (deduct): Loss on sale of real estate -- (3,614) Depreciation differences 267 77 Unearned income (33) 19 Other 75 97 Accruals and prepaids 18 (15) Federal taxable loss $ (825) $(5,503) Federal taxable loss per limited partnership unit $ (4.41) $(29.41) The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands): Net deficiency as reported $(2,763) Land and buildings 2,060 Accumulated depreciation (231) Syndication and distribution costs 4,935 Other (405) Net assets - Federal tax basis $ 3,596 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT The Registrant has no officers or directors. The Managing General Partner manages and controls the Registrant and has general responsibility and authority in all matters affecting its business. The names of the directors and executive officers of ConCap Equities Inc. ("CEI"), the Partnership's General Partner, as of December 31, 1995, their ages and the nature of all positions with CEI presently held by them are set forth below. There are no family relationships between or among any officers and directors. Name Age Position William H. Jarrard, Jr. 50 President, Director Ronald Uretta 41 Vice President/Treasurer Martha L. Long 37 Controller John K. Lines, Esq. 37 Vice President/Secretary Kelley M. Buechler 39 Assistant Secretary William H. Jarrard, Jr. has been Vice President of CEI since December 1996 and Managing Director - Partnership Administration of Insignia since January 1991. Mr. Jarrard served as Managing Director - Partnership Administration and Asset Management for Insignia from July 1994 until January 1996. Ronald Uretta has been Vice President/Treasurer of CEI since December 1996 and Insignia's Treasurer since January 1992. Since August 1996, he has also served as Insignia's Chief Operating Officer. He has also served as Insignia's Secretary from January 1992 to June 1996 and as Insignia's Chief Financial Officer from January 1992 to August 1996. Since September 1990, Mr. Uretta has also served as the Chief Financial Officer and Controller of Metropolitan Asset Group. Martha L. Long has been Controller of CEI since December 1996 and Senior Vice President - Finance and Controller of Insignia since January 1997. In June 1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior Vice President - Finance in January 1997. Prior to that time, she was Senior Vice President and Controller of The First Savings Bank, FSB in Greenville, SC. John K. Lines, Esq. has been Secretary of CEI since December 1994 and General Counsel and Secretary of Insignia since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio. Kelley M. Buechler has been Assistant Secretary of CEI since December 1994 and Assistant Secretary of Insignia since January 1991. During the five years prior to joining Insignia in 1991, she served in a similar capacity for U.S. Shelter. CEI is the general partner of the Partnership and 13 other Affiliated Partnerships as of December 31, 1996. ITEM 10. EXECUTIVE COMPENSATION No direct compensation was paid or payable by the Partnership to directors or officers (since it does not have any directors or officers) for the year ended December 31, 1996, nor was any direct compensation paid or payable by the Partnership to directors or officers of the General Partner for the year ended December 31, 1996. The Partnership has no plans to pay any such remuneration to any directors or officers of the General Partner in the future. See "Item 7 - Financial Statements, Note B - Related Party Transactions", for amounts of compensation and reimbursement of salaries paid by the Partnership to the General Partner and its affiliates and the former general partner and former affiliates. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners Except as provided below, as of March 1997, no person was known to CEI to own of record or beneficially more than five percent of the Units of the Partnership. (b) Beneficial Owners of Management Neither CEI nor any of the directors or officers or associates of CEI own any Units of the Partnership of record or beneficially. (c) Changes in Control Beneficial Owners of CEI As of March 1997, the following persons were known to CEI to be the beneficial owners of more than 5 percent (5%) of its common stock: Number of Percent Name and Address CEI Shares Of Total GII Realty, Inc. 100,000 100% One Insignia Financial Plaza Greenville, SC 29602 GII Realty, Inc. is owned by an affiliate of Insignia (See "Item 1"). ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Transactions with Current Management and Others Except for the transactions described below, neither CEI nor any of its directors, officers or associates, or any associates of any of them, has had any interest in any other transaction to which the Partnership is a party. Please refer to "Item 7 - Financial Statements", "Note B - Related Party Transactions", for the amounts and items of permissible compensation and fees and expense reimbursements paid to the General Partner and its affiliates and other related parties for the last two years. The Partnership has paid property management fees to affiliates of the General Partner based upon collected gross rental revenues for property management services in each of the years ended December 31, 1996 and 1995, respectively. All of the above-referenced agreements with affiliates of CEI and related parties of the Partnership are subject to the conditions and limitations imposed by the Partnership Agreement. Conversion of Non-Corporate General Partner Special Allocation In the year ended December 31, 1991, the Partnership Agreement was amended to convert the general partner interest held by the non-corporate general partner, CCG, to that of special limited partners ("Special Limited Partners"). The Special Limited Partners do not have a vote and do not have any of the other rights of a Limited Partner except the right to inspect the Partnership's books and record; however, the Special Limited Partners will retain the economic interest in the Partnership which it previously owned as general partner. CEI became the sole general partner of the Partnership effective as of December 31, 1991. In connection with CCG's conversion, a special allocation of gross income was made to the Special Limited Partners in order to eliminate their tax basis negative capital account. After the conversion, the various owners of interests in the Special Limited Partner transferred portions of their interest to CEI so that CEI now holds a .2 percent interest in all allocable items of income, loss and distribution. The difference between the Special Limited Partners' capital accounts for financial statement and tax reporting purposes is being amortized to the Limited Partners' capital account as the components of the timing differences which created the balance reverse. ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. See Exhibit Index contained herein for listing of exhibits. (b) Reports on Form 8-K filed during the fourth quarter of 1996: None. SIGNATURES In accordance with Section 13 or 15(d) 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/ William H. Jarrard, Jr. William H. Jarrard, Jr. President By: /s/ Ronald Uretta Ronald Uretta Vice President/Treasurer Date: March 27, 1997 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. /s/ William H. Jarrard, Jr. President William H. Jarrard, Jr. /s/ Ronald Uretta Vice President/Treasurer Ronald Uretta INDEX OF EXHIBITS EXHIBIT NO. DOCUMENT DESCRIPTION 3 Certificate of Limited Partnership, as amended to date. 10.1 Property Management Agreement No. 109 dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.2 Property Management Agreement No. 308 dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.3 Property Management Agreement No. 406 dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.4 Bill of Sale and Assignment dated October 23, 1990, by and between CCEC and ConCap Services Company (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.5 Assignment and Assumption Agreement dated October 23, 1990, by and between CCEC and ConCap Management Limited Partnership ("CCMLP") (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.6 Assignment and Agreement as to Certain Property Management Services dated October 23, 1990 by and between CCMLP and ConCap Capital Company (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.7 Assignment and Assumption Agreement dated October 23, 1990, by and between CCMLP and The Hayman Company (100 Series of Property Management Contracts)(Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.8 Assignment and Assumption Agreement dated October 23, 1990, by and between CCMLP and Metro ConCap, Inc.(300 Series of Property Management Contracts)(Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.9 Assignment and Assumption Agreement dated October 23, 1990, by and between CCMLP and R&B Realty Group (400 Series of Property Management Contracts)(Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.10 Construction Management Cost Reimbursement Agreement dated January 1, 1991, by and between the Partnership and Metro ConCap, Inc. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.11 Construction Management Cost Reimbursement Agreement dated January 1, 1991, by and between the Partnership and The Hayman Company. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.12 Construction Management Cost Reimbursement Agreement dated January 1, 1991, by and between the Partnership and R&B Apartment Management Company, Inc. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1991). 10.13 Investor Services Agreement dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.14 Assignment and Assumption Agreement (Investor Services Agreement) dated October 23, 1990, by and between CCEC and ConCap Services Company (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1990). 10.15 Letter of Notice dated December 20, 1991, from Partnership Services, Inc. ("PSI") to the Partnership regarding the change in ownership and dissolution of the ConCap Services Company whereby PSI assumed the Investor Services Agreement. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1990). 10.16 Financial Services Agreement dated October 23, 1990, by and between the Partnership and CCEC (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.17 Assignment and Assumption Agreement (Financial Services Agreement) dated October 23, 1990, by and between CCEC and ConCap Capital Company (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1990). 10.18 Letter of Notice dated December 20, 1991, from PSI to the Partnership regarding the change in ownership and dissolution of ConCap Capital Company whereby PSI assumed the Financial Services Agreement. (Incorporated by reference to the Annual Report on Form 10-k for the year ended December 31, 1991). 10.19 Stock and Asset Purchase Agreement, dated December 8, 1994 (the "Gordon Agreement"), among MAE-ICC, Inc. ("MAE- ICC"), Gordon Realty Inc. ("Gordon"), GII Realty, Inc. ("GII Realty"), and certain other parties. (Incorporated by reference to Form 8-K dated December 8, 1994). 10.20 Exercise of the Option (as defined in the Gordon Agreement), dated December 8, 1994, between MAE-ICC and Gordon. (Incorporated by reference to Form 8-K dated December 8, 1994) 10.21 Exercise of the remaining portion of the Option (as defined in the Gordon Agreement), dated December 8, 1994, between MAE-ICC and Gordon. (Incorporated by reference to Form 8-K dated October 24, 1995). 10.22 Promissory Note dated September 6, 1996, between Sutton Place CCPV, L.P., a South Carolina limited partnership and First Union National Bank of North Carolina, a national banking association. 10.23 Multifamily Note dated November 1, 1996 between Aspen Ridge Associates, ltd., a Texas Limited Partnership and Lehman Brothers Holdings, Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings, Inc. d/b/a Lehman Capital, a division of Lehman Brothers Holdings, Inc. 11 Statement regarding computation of Net Income per Limited Partnership Unit (Incorporated by reference to Note 1 of Item 8 - Financial Statements of this Form 10-K). 16.1 Letter, dated August 12, 1992, from Ernst & Young to the Securities and Exchange Commission regarding change in certifying accountant. (Incorporated by reference to Form 8-K dated August 6, 1992). 16.2 Letter dated May 9, 1995 from the Registrant's former independent accountant regarding its concurrence with the statements made by the Registrant regarding a change in the certifying accountant. (Incorporated by reference to Form 8-K dated May 3, 1995) EX-27 2
5 This schedule contains summary financial information extracted from Consolidated Capital Properties V 1996 Year-End 10-KSB and is qualified in its entirety by reference to such 10-KSB filing. 0000725614 CONSOLIDATED CAPITAL PROPERTIES V 1,000 12-MOS DEC-31-1996 DEC-31-1996 290 107 30 0 0 0 20,362 13,071 9,260 0 11,294 0 0 0 (2,763) 9,260 0 4,152 0 0 5,029 0 959 0 0 0 0 (275) 0 (1,152) (6.40) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
EX-10.23 3 Exhibit 10.23 Loan No. 734105878 Aspen Ridge MULTIFAMILY NOTE US $5,750,000.00 New York, New York As of November 1, 1996 FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World Financial Center, New York, New York 10285, or order, the principal sum of FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars, with interest on the unpaid principal balance from the date of this Note, until paid, at the rate of 7.33 percent per annum. Interest only shall be payable at 3 World Financial Center, New York, New York 10285, or such other place as the holder hereof may designate in writing, in consecutive monthly installments of Thirty-Five Thousand One Hundred Twenty-Two and 92/100 Dollars (US $35,122.92) on the first day of each month beginning December 1, 1996, until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid, shall be due and payable on November 1, 2003. If any installment under this Note is not paid when due, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, at the option of the holder hereof. The holder hereof may exercise this option to accelerate during any default by the undersigned regardless of any prior forbearance. In the event of any default in the payment of this Note, and if the same is referred to an attorney at law for collection or any action at law or in equity is brought with respect hereto, the undersigned shall pay the holder hereof all expenses and costs, including, but not limited to, attorney's fees. Prepayments shall be applied against the outstanding principal balance of this Note and shall not extend or postpone the due date of any subsequent monthly installments or change the amount of such installments, unless the holder hereof shall agree otherwise in writing. The holder hereof may require that any partial prepayments be made on the date monthly installments are due and be in the amount of that part of one or more monthly installments which would be applicable to principal. From time to time, without affecting the obligation of the undersigned or the successors or assigns of the undersigned to pay the outstanding principal balance of this Note and observe the covenants of the undersigned contained herein, without affecting the guaranty of any person, corporation, partnership or other entity for payment of the outstanding principal balance of this Note, without giving notice to or obtaining the consent of the undersigned, the successors or assigns of the undersigned or guarantors, and without liability on the part of the holder hereof, the holder hereof may, at the option of the holder hereof, extend the time for payment of said outstanding principal balance or any part thereof, reduce the payments thereon, release anyone liable on any of said outstanding principal balance, accept a renewal of this Note, modify the terms and time of payment of said outstanding principal balance, join in any extension or subordination agreement, release any security given herefor, take or release other or additional security, and agree in writing with the undersigned to modify the rate of interest or period of amortization of this Note or change the amount of the monthly installments payable hereunder. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. The indebtedness evidenced by this Note is secured by a Mortgage or Deed of Trust dated as of the date hereof, and reference is made thereto for rights as to acceleration of the indebtedness evidenced by this Note. This Note shall be governed by the law of the jurisdiction in which the Property subject to the Mortgage or Deed of Trust is located. The undersigned shall pay any installment of interest due hereunder within ten (10) calendar days after such installment of interest is due. The undersigned shall pay any other installment due hereunder or due in accordance with the terms of the Mortgage or Deed of Trust securing this Note, within thirty (30) calendar days of the date such installment is due. IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same to be executed by its representatives thereunto duly authorized. ASPEN RIDGE ASSOCIATES, LTD, a Texas limited partnership By: Aspen Ridge Properties, Inc. a Texas corporation, its general partner By:/s/ William H. Jarrard Name: William H. Jarrard Title: Vice President PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT RECOURSE. This 1st day of November, 1996. LEHMAN BROTHERS HOLDINGS INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., a Delaware corporation By: /s/ Larry J. Kravetz Name: Larry J. Kravets Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----