FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
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 0-8639
CONSOLIDATED CAPITAL GROWTH FUND
(Name of small business issuer in its charter)
California 94-2382571
(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 Interests
(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 of 1934 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. [ ]
State issuer's revenues for its most recent fiscal year. $11,313,000
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 is not available. Should a trading number
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Consolidated Capital Growth Fund (the "Partnership" or "Registrant") was
organized on December 20, 1976, as a limited partnership under the California
Uniform Limited Partnership Act. On February 25, 1977, the Partnership
registered with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933 (File No. 2-57960) and commenced a public offering for
sale of $50 million of Limited Partnership Units ("Units"). 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 the Units under the Securities Exchange Act of 1934 (file No. 0-
8639) on March 30, 1978. The sale of Units closed on October 10, 1978, with
49,196 Units sold at $1,000 each, or gross proceeds of $49.2 million to the
Partnership.
Upon the Partnership's formation in 1976, five individuals were the general
partners of the Partnership. These individuals were all shareholders of
Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation. As
a result of a succession of agreements, CCEC became the Partnership's Managing
Agent. 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. In 1990, as part of CCEC's
reorganization plan, ConCap Equities, Inc., a Delaware Corporation ("CEI" or
"General Partner"), acquired CCEC's interest as Managing Agent in the
Partnership and its general partner interests in 15 other affiliated public
limited partnerships (the "Affiliated Partnerships") and was elected general
partner in all 16 partnerships. The selection of CEI as the sole general partner
of the Partnership was approved by a majority of the Limited Partners on August
10, 1990. As part of this solicitation, the Limited Partners also approved the
conversion of the five individual general partners from general partners to
special limited partners and an amendment to the Partnership Agreement to limit
changes of control of the Partnership thereby leaving CEI as the sole general
partner of the Partnership. All of CEI's outstanding stock is owned by an
affiliate of Insignia Financial Group, Inc. ("Insignia").
The Partnership currently owns and operates four apartment complexes, ranging in
age from 24 to 27 years old and principally located in the southeastern United
States. All but one of these properties, the Breckenridge Square Apartments,
located in Louisville, Kentucky, were previously sold and have been reacquired
by the Partnership after the borrowers were unable to perform under the terms of
their note agreements.
CCGF Associates, Ltd. ("CCGF Associates"), the 99% owned limited partnership
that held title to the Forest Hills Apartments filed for protection under
Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in May 1992. During the
first quarter of 1994, CCGF Associates filed a first amendment to the Plan of
Reorganization with the Bankruptcy Court, and in May 1994, the Plan of
Reorganization was approved. The Plan of Reorganization provided for a
reduction of the lender's allowed claim from in excess of $6.5 million,
including accrued interest, to $5.8 million, required that CCGF Associates make
a $1 million principal paydown in May 1994, provided for a reduction of the
interest rate on the remaining $4.8 million note at 7.5% and extended the
maturity date until April 16, 1995. The Partnership recognized an extraordinary
gain of approximately $189,000 on the early extinguishment and modification of
indebtedness pursuant to the Plan of Reorganization.
In February 1995, the General Partner, on behalf of the Partnership, sold the
Forest Hills Apartments for a gross sales price of $8.25 million. The
Partnership realized a net gain of approximately $3.7 million on the sale after
repayment of approximately $4.4 million of debt and related closing and other
costs.
The Ridgmar Square Apartments secured a mortgage note and accrued interest
aggregating approximately $6.3 million at September 30, 1994 financed by the
U.S. Department of Housing and Urban Development ("HUD"). Operating cash flow
from the Ridgmar Square Apartments did not support the scheduled debt payment
and the property was leveraged in excess of its economic value. As a result, in
September 1991, the Partnership suspended scheduled debt service payments.
During 1994, the Partnership had paid excess cash flow to HUD totaling $298,000.
The General Partner informed HUD that it would cooperate with HUD's planned sale
of the property, and in October 1994, the Property was foreclosed upon by HUD.
The Partnership recognized a net gain of approximately $2.7 million on the
property disposition and extinguishment of debt in October 1994.
The Partnership also held a nonrecourse note receivable collateralized by the
Camelot East Apartments. The note receivable had an original face amount of
$860,000 and a stated interest rate of 10%. The related note receivable
discount, recorded to reflect mortgage interest at the market rate prevailing
when the Partnership accepted the note, was based on an imputed rate of 11.12%.
In October 1993, the General Partner entered into an extension agreement with
the borrower on the note receivable. Under the terms of the agreement, the
note's original principal amount was modified to $917,000, the note's original
maturity in October 1993 was extended to February 1994, and the borrower was
required to make a principal payment of approximately $157,000. In April 1994,
in consideration for an additional $10,000 principal payment, the General
Partner extended the maturity. In September 1994, the Partnership received
approximately $750,000 in full satisfaction of the note agreement at par.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
performed by CEI, the General Partner, and by Insignia Residential Group, L.P.,
an affiliate of Insignia Financial Group, Inc. ("Insignia"), an affiliate of the
General Partner. Pursuant to a management agreement between them, Insignia
Residential Group, L.P. provides property management services to the Registrant.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Breckinridge Square Apartments 10/78 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 294 units
Churchill Park Apartments 05/90 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 385 units
The Lakes Apartments 05/88 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 600 units
Tahoe Springs Apartments 11/87 Fee ownership subject Apartment
Miami, Florida to first mortgage 368 units
Schedule of Properties:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Breckinridge Square
Apartments $ 7,478 $ 5,247 5-22 yrs S/L $ 2,524
Churchill Park
Apartments 8,069 3,322 5-20 yrs S/L 4,301
The Lakes
Apartments 13,865 6,972 5-19 yrs S/L 8,899
Tahoe Springs
Apartments 11,693 5,142 5-20 yrs S/L 8,486
Total $41,105 $20,683 $24,210
See "Note A" to the financial statements in "Item 7." for a description of
Partnership's depreciation policy.
Schedule of Mortgages:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Breckinridge Square
1st mortgage $ 6,000 6.95% (1) 12/1/05 $ 6,000
Churchill Park
1st mortgage 6,450 6.95% (1) 12/1/05 6,450
The Lakes
1st mortgage 12,240 6.95% (1) 12/1/05 12,240
Tahoe Springs
1st mortgage 6,000 7.33% (1) 11/1/03 6,000
Total $30,690
(1) Payments are interest only.
Average Annual Rental Rate and Occupancy:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Breckinridge Square $6,895/unit $6,617/unit 93% 93%
Churchill Park 6,313/unit 6,094/unit 93% 94%
The Lakes 6,801/unit 6,503/unit 94% 93%
Tahoe Springs 7,476/unit 7,227/unit 95% 94%
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties of the partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The
multifamily residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
Breckinridge Square $ 95 0.59%
Churchill Park 85 0.94%
The Lakes 158 1.24%
Tahoe Springs 250 2.27%
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 Registrant believes that all
such matters are adequately covered by insurance and will be resolved without a
material adverse effect on the business, financial condition, results of
operations, or liquidity of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fiscal year ended December 31, 1996, no matter was submitted to a
vote of unit holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Partnership Equity and Related Partner Matters
There is no established market for the Units and it is not anticipated that any
will occur in the foreseeable future. As of December 31, 1996, there were 2,997
holders of record owning an aggregate of 49,196 Units. Distributions of
approximately $2,908,000 and approximately $22,944,000 were made to the limited
partners in 1996 and 1995, respectively. Additionally, distributions of
approximately $82,000 and $2,665,000 were made to the General Partner in 1996
and 1995, respectively.
Future distributions will depend on the levels of cash generated from
operations, refinancings, property sales, and the availability of cash reserves.
Subsequent to year end, the Partnership paid a distribution of approximately
$6.2 million.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the twelve months ended December 31, 1996, was
approximately $992,000 versus approximately $5,079,000 for the corresponding
period of 1995. The decrease in net income is primarily attributable to the
recognition of a gain of approximately $3,693,000 on the sale of Forest Hills
Apartments in February 1995. Additionally in 1995, the Partnership recognized
an extraordinary gain of approximately $21,000 on the early extinguishment of
debt for Forest Hills Apartments as opposed to the recognition of an
extraordinary loss of approximately $119,000 in 1996 due to early extinguishment
of debt at Tahoe Springs. The 1996 extraordinary loss was a result of the write
off of the related mortgage note discounts and prepayment penalties paid in
connection with the early payoff of the mortgage notes. Also contributing to
the decrease in net income was a decrease in other income resulting from a
decrease in interest income due to a decrease in securities available for sale
and cash reserves. Prior to March 31, 1995, all securities available for sale
were liquidated in order to facilitate approximately $7.1 million of the $25.6
million distributed to the partners in 1995. The remainder of the 1995
distributions were paid from the proceeds of the December 1995 refinancing of
Breckenridge Square, Churchill Park and The Lakes. Additionally, interest
bearing accounts were further depleted to fund the $2,990,000 distributed to the
partners during 1996. The decrease in other income was partially offset by the
receipt of a $76,000 tax refund on the 1995 taxes in July 1996.
Net income also decreased during the year ended December 31, 1996, due to an
increase in total expenses. The increase in total expenses was primarily
attributable to an increase in interest expense, which resulted from the
mortgage refinancing at Breckinridge Square and new mortgage financing at The
Lakes and Churchill Park, all of which closed in December 1995.
Partially offsetting the increase in total expenses was a decrease in
partnership management fees, maintenance expense, property taxes and the loss on
disposal of property.
Maintenance expenses decreased for the year ended December 31, 1996, due to
increased expenses in 1995. During the year ended December 31, 1995, the Lakes
incurred major repairs and replacements of stairwells, atrium area repairs and
floor coverings. In addition, the property incurred major landscaping
renovation costs. Breckenridge Square Apartments incurred maintenance expenses
for roof and balcony repairs as well as hallway texturing in 1995. Included in
maintenance expense in 1996 is approximately $676,000 of major repairs and
maintenance comprised primarily of major landscaping, exterior painting, window
coverings, parking lot and swimming pool repairs and exterior and interior
building improvements.
Property tax expense decreased for the year ended December 31, 1996, as a result
of lower tax billings for 1996. These lower billings are primarily the result
of the successful appeal of the taxes assessed at Tahoe Springs in 1995.
Partnership management fees for the year ended December 31, 1996, decreased due
to the decrease in distributions made to limited partners from "cash available
for distribution" as defined in the Limited Partnership Agreement. The loss on
disposal of property recognized in 1995 was the result of roof write-offs at
three of the investment properties due to ongoing roof repairs in 1995.
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.
Liquidity and Capital Resources
At December 31, 1996, the Partnership had unrestricted cash of approximately
$7,763,000 versus approximately $4,718,000 at December 31, 1995. Net cash
provided by operating activities decreased primarily due to a decrease in
accounts payable due to the timing of payments to vendors. Net cash used in
investing activities increased due to cash received in 1995 from securities
available for sale and the proceeds received in 1995 from the sale of Forest
Hills Apartments. Net cash provided by financing activities increased due to
the repayment of the mortgage note payable on Forest Hills in 1995, and a
decrease in cash distributions paid during the twelve months ended December 31,
1996.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
On December 15, 1995, the Partnership refinanced the mortgage notes at
Breckinridge Square, Churchill Park and The Lakes. Of the $24,690,000 gross
proceeds received in the refinancing, approximately $4,834,000 was used to pay
off the old mortgage debt on Breckinridge Square. All three notes require
monthly interest only payments at a stated interest rate of 6.95% and have
balloon payments due December 1, 2005. In March 1996, the General Partner paid
off the first and second mortgages of Tahoe Springs totaling $1,314,000 with a
portion of the refinancing proceeds. Per the terms of these Notes, sixty (60)
days written notice had been submitted to the Lender to notify them of such
payment. On November 13, 1996, the Partnership financed Tahoe Springs. The
Partnership received $6 million in gross proceeds from the financing. The
mortgage note requires monthly interest only payments at a stated interest rate
of 7.33% and has a balloon payment due November 1, 2003.
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 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 $30,690,000 requires monthly interest only payments.
These notes require balloon payments on November 1, 2003, and December 1, 2005,
at which time the properties will either be refinanced or sold. During the year
ended December 31, 1996, the Partnership distributed approximately $2,908,000 to
the limited partners and approximately $82,000 to the General Partner. Included
in these amounts are payments made by the Partnership to the Georgia Department
of Revenue and the North Carolina Department of Revenue for withholding taxes
related to income generated by the Partnership's investment properties located
in those states. These payments were treated as distributions to the partners.
In December 1995, the Partnership generated approximately $18,912,000 in net
refinancing proceeds, and made a special distribution of $15,910,000 to the
limited partners. A related distribution of approximately $2,590,000 was made
to the General Partner. The remainder of the refinancing proceeds were used to
pay off the $1,282,000 debt due on Tahoe Springs in March 1996. A distribution
of $5,449,000 was made to the limited partners in March 1995. A related
distribution of $60,000 was made to the General Partner. Also, during the third
quarter of 1995, the Partnership distributed $1,363,000 to the limited partners.
The General Partner received a related distribution of $14,000. During the third
and fourth quarters of 1995, the Partnership paid $222,000 to the North Carolina
Department of Revenue for withholding taxes related to income generated by the
Partnership's investment property located in North Carolina. These taxes have
been treated as a distribution to the limited partners. The General Partner
received a distribution of approximately $1,000 related to these payments.
Subsequent to December 31, 1996, the Partnership paid a distribution of
approximately $6.2 million to the partners. Future cash distributions will
depend on the levels of cash generated from operations, capital expenditure
requirements, property sales, refinancings and the availability of cash
reserves.
Item 7. Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
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' Capital (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 Growth Fund:
We have audited the accompanying consolidated balance sheet of Consolidated
Capital Growth Fund as of December 31, 1996, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for each of 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 audits 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 Growth Fund as of December 31, 1996, and the consolidated
results of its operations and its cash flows for each of two years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 24, 1997
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 7,763
Restricted-tenant security deposits 346
Accounts receivable 46
Escrow for taxes 223
Restricted escrows 915
Other assets 707
Investment properties:
Land $ 4,610
Buildings and related personal property 36,495
41,105
Less accumulated depreciation (20,683) 20,422
$30,422
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 227
Tenant security deposits 346
Other liabilities 367
Mortgage notes payable 30,690
Partners' Capital (Deficit)
General partner $ (3,339)
Limited partners (49,196 units
issued and outstanding) 2,131 (1,208)
$30,422
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $10,531 $10,300
Other income 782 1,133
Gain on disposition of investment property -- 3,693
Total revenues 11,313 15,126
Expenses:
Operating 3,511 3,717
General and administrative 443 408
Partnership management fees 213 613
Maintenance 1,664 2,011
Depreciation 1,894 1,869
Interest 1,884 712
Property taxes 593 671
Loss on disposal of property -- 67
Total expenses 10,202 10,068
Income before extraordinary items 1,111 5,058
Extraordinary (loss) gains on early
extinguishments of debt, net (119) 21
Net income $ 992 $ 5,079
Net income allocated to
general partner (1%) $ 10 $ 51
Net income allocated to
limited partner (99%) 982 5,028
$ 992 $ 5,079
Per limited partnership unit:
Income before extraordinary items $ 22.36 $101.79
Extraordinary (loss) gains on early
extinguishments of debt, net (2.40) .42
Net income per limited partnership unit $ 19.96 $102.21
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197
Partners' capital (deficit)
at December 31, 1994 49,196 (653) 21,973 21,320
Net income 51 5,028 5,079
Distributions (2,665) (22,944) (25,609)
Partners' capital (deficit)
at December 31, 1995 49,196 (3,267) 4,057 790
Net income 10 982 992
Distributions (82) (2,908) (2,990)
Partners' capital (deficit)
at December 31, 1996 49,196 $ (3,339) $ 2,131 $ (1,208)
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 992 $ 5,079
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,894 1,869
Amortization of discounts and loan costs 55 35
Extraordinary loss (gain) on early
extinguishments of debt, net 119 (21)
Gain on disposition of investment property -- (3,693)
Loss on disposal of property -- 67
Changes in assets and liabilities:
Restricted cash (35) 85
Accounts receivable (10) 42
Escrows for taxes (77) (146)
Other assets 30 (30)
Accounts payable (81) 233
Property taxes -- (289)
Tenant security deposit liabilities 36 (47)
Other liabilities (49) (99)
Net cash provided by operating activities 2,874 3,085
Cash flows from investing activities:
Property improvements and replacements (1,302) (1,239)
Cash received from sale of securities
available for sale -- 4,441
Proceeds from sale of investment property -- 7,966
Deposits to restricted escrow (451) (899)
Receipts from restricted escrow 435 679
Net cash (used in) provided by
investing activities (1,318) 10,948
Cash flows from financing activities:
Proceeds from long-term borrowings 6,000 24,690
Loan costs (184) (474)
Payments on mortgage notes payable (55) (662)
Repayment of mortgage notes payable (1,282) (9,618)
Distributions paid (2,990) (25,609)
Net cash provided by (used in) financing activities 1,489 (11,673)
Net increase in cash and cash equivalents 3,045 2,360
Cash and cash equivalents at beginning of period 4,718 2,358
Cash and cash equivalents at end of period $ 7,763 $ 4,718
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,689 $ 653
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL GROWTH FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Organization and Significant Accounting Policies
Organization: Consolidated Capital Growth Fund (the "Partnership"), a
California limited partnership, was formed on December 20, 1976, to acquire and
operate commercial and residential properties. Partnership operations commenced
June 30, 1977, the date on which impound requirements were met. Upon the
Partnership's formation in 1976, five individuals were the general partners of
the Partnership. These individuals were all shareholders of Consolidated Capital
Equities Corporation ("CCEC"), a Colorado corporation. As a result of a series
of transactions, CCEC became the Partnership's Managing Agent. 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, ConCap
Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") acquired
CCEC's interest as managing agent in the Partnership and its general partner
interests in 15 other affiliated public limited partnerships (the "Affiliated
Partnerships") and was elected 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 the five
individual general partners from general partners to special limited partners,
thereby leaving CEI as the sole general partner of the Partnership. The
Partnership owns and operates four apartment properties located in the South.
All of CEI's outstanding stock is owned by an affiliate of Insignia Financial
Group, Inc. ("Insignia").
Principles of Consolidation: The Partnership's financial statements include the
accounts of CCGF Associates, Ltd. ("CCGF Associates") as of December 31, 1996
and 1995. CCGF Associates is the limited partnership which held title to the
Forest Hills Apartments prior to its sale in February 1995. CCGF Associates is
99% owned by the Partnership. All intercompany transactions have been
eliminated.
CCGF Associates was under protection of Chapter 11 of the U.S. Bankruptcy Code
("Chapter 11") on May 29, 1992, and in February 1995, the Partnership executed a
contract for the sale of Forest Hills Apartments, as more fully described in
"Note E."
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principals 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.
Restricted Escrows:
Replacement Reserve Account - At the time of the December 15, 1995,
refinancing, approximately $357,000 of the proceeds were designated for a
"replacement reserve fund" for certain capital replacements (as defined in the
Replacement Reserve Agreement) at Breckinridge Square, Churchill Park and The
Lakes. At December 31, 1996, the balance was approximately $455,000.
Repair Escrow Account - In addition to the Replacement Reserve Account,
$542,269 of the refinancing proceeds were designated for a "repair escrow" to
cover necessary repairs and replacements to be completed at Breckinridge Square,
Churchill Park, and The Lakes within one year of closing. Additionally, at the
time of the November 13, 1996, financing of Tahoe Springs, approximately $58,000
of the proceeds were also designated for a "repair escrow." At December 31,
1996, these repairs had not been completed. At December 31, 1996, the balance
was approximately $460,000. All excess funds will be transferred into the
Replacement Reserve Account once the required repairs are complete.
Escrows for Taxes: These funds are held by the Partnership and are designated
for the payment of real estate taxes.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 5 to 15
years.
Loan Costs: Loan costs of approximately $685,000, less accumulated amortization
of approximately $57,000 are included in other assets and are being amortized on
a straight-line basis over the life of the loans. During 1996, in connection
with the refinancing of Tahoe Springs, an additional $183,000 in loan costs was
capitalized.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks,
certificates of deposit, and money market funds with original maturities less
than 90 days. 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 lessees for the duration of the lease and such deposits
are 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.
Income Taxes: No provision has been made in the financial statements for
Federal income taxes because, under current law, no Federal income taxes are
paid directly by the Partnership. The unit holders are responsible for their
respective shares of Partnership net income or loss. The Partnership reports
certain transactions differently for tax than for financial statement purposes.
The tax basis of the Partnership's assets and liabilities is approximately $9.5
million greater than the assets and liabilities as reported in the financial
statements.
Partners' Capital (Deficit): The Limited Partnership Agreement ("Agreement")
provides that net income and net losses from operations for both financial and
tax reporting purposes shall be allocated 99% to the Limited Partners and 1% to
the General Partner.
All distributions other than Surplus Funds distributions (as defined in the
Agreement) are allocated 99% to the Limited Partners and 1% to the General
Partner. Distributions of Surplus Funds were allocated 100% to the Limited
Partners until 1986 when the Limited Partners had received a return of their
capital contributions plus a 10% cumulative return. Pursuant to the provisions
of the Agreement, the General Partners have been entitled to 14% of Surplus Fund
distributions since 1986. However, in connection with the settlement of
litigation between CCEC and two affiliated partnerships, a portion of the
General Partner's interest in the Partnership was assigned to the two affiliated
partnerships. Each of the two affiliated partnerships received distributions of
approximately $32,000 from the Partnership during 1996.
Distributions since inception of the Partnership have aggregated approximately
$119.2 million to the Limited Partners and approximately $4.9 million to the
General Partner(s). Distributions of approximately $2.9 million and
approximately $82,000 were paid to the Limited Partners and the General
Partners, respectively, during 1996. Subsequent to December 31, 1996,
approximately $5.4 million and $808,000 was distributed to the Limited Partners
and General Partner, respectively.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expenses as incurred.
Investment Properties: Prior to the fourth quarter of 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 the fourth quarter
of 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.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $107,000
and approximately $125,000 for the years ended December 31, 1996 and 1995,
respectively.
Fair Value: In 1995, the Partnership implemented "Statement of Financial
Accounting Standards No. 107, Disclosure 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.
Reclassifications: Certain reclassifications have been made to the 1995
information to conform to the 1996 presentation.
Note B - 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
Breckinridge Square
1st Mortgage $ 6,000 $ 35 6.95% 12/01/05 $ 6,000
Churchill Park
1st Mortgage 6,450 37 6.95% 12/01/05 6,450
The Lakes
1st Mortgage 12,240 71 6.95% 12/01/05 12,240
Tahoe Springs
1st Mortgage 6,000 37 7.33% 11/01/03 6,000
Totals $30,690
The estimated fair value of the Partnership's aggregate debt is approximately
$30,690,000. This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.
On November 13, 1996, the Partnership financed Tahoe Springs. The Partnership
received $6 million in gross proceeds from the financing. The mortgage note
requires monthly interest only payments at a stated interest rate of 7.33% and
has a balloon payment due November 1, 2003. The Partnership recognized an
extraordinary loss of approximately $119,000 on the early extinguishment of debt
at Tahoe Springs as a result of the write-off of the related mortgage note
discounts and prepayment penalties paid in connection with the early payoff of
the mortgage notes.
On December 15, 1995, the Partnership refinanced the mortgage notes at
Breckinridge Square, Churchill Park and The Lakes. Of the $24,690,000 gross
proceeds received in the refinancing, approximately $4,834,000 was used to pay
off the old mortgage debt on Breckinridge Square. All three notes require
monthly interest only payments at a stated interest rate of 6.95% and have
balloon payments due December 1, 2005. In March 1996, the General Partner paid
off the first and second mortgages of Tahoe Springs totaling $1,314,000 with a
portion of the refinancing proceeds. Per the terms of these Notes, sixty (60)
days written notice had been submitted to the Lender to notify them of such
payment.
In February 1995, the Partnership realized a $121,000 extraordinary gain on
early extinguishment of debt, resulting from the repayment of the mortgage note
during the sale of Forest Hills Apartments. The Partnership realized a $58,000
extraordinary loss on the refinancing of Breckinridge Square due to the write-
off of loan costs pertaining to the previous mortgage and the payment of a
prepayment penalty. The Partnership also incurred a $42,000 extraordinary loss
due to the write-down of a mortgage discount related to the early extinguishment
of approximately $215,000 of debt at Tahoe Springs. The effective interest rate
on the Tahoe Springs mortgage was 10.25%.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services as noted below for the years ended
December 31, 1996 and 1995, respectively. Such fees are included in operating
expenses on the consolidated statements of operations and are reflected in the
following table. The Limited Partnership Agreement ("Agreement") 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 and fees as reflected in the
following table:
For the Years Ended
December 31,
1996 1995
(in thousands)
Property management fees $554 $536
Reimbursements for services of affiliates (1) 269 227
Partnership management fees (2) 213 613
(1)Included in "reimbursements for services of affiliates" for 1996 is
approximately $15,000 in reimbursements for construction oversight costs.
(2)The Agreement provides for a fee equal to 9% of the total distributions made
to the limited partners from "cash available for distribution" to the limited
partners (as defined in the Agreement) to be paid to the General Partner for
executive and administrative management services.
On July 1, 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 payments 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.
At December 31, 1996, Insignia was the beneficial owner of 19,236 (39.1%) of the
Partnership's limited partnership units.
Note D - Real Estate and Accumulated Depreciation
Investment Properties
(dollar amounts in thousands)
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Breckinridge Square $ 6,000 $ 641 $ 4,720 $ 2,117
Louisville, Kentucky
Churchill Park 6,450 566 6,510 993
Louisville, Kentucky
The Lakes 12,240 946 9,605 3,314
Raleigh, North Carolina
Tahoe Springs 6,000 2,848 8,492 353
Miami, Florida
Totals $30,690 $5,001 $29,327 $ 6,777
<TABLE>
<caption
Gross Amount At Which Carried
At December 31 996
Buildings
And
Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Breckinridge Square $ 641 $ 6,837 $ 7,478 $ 5,247 1971 10/78 5-22
Louisville, Kentucky
Churchill Park 566 7,503 8,069 3,322 1970 05/90 5-20
Louisville, Kentucky
The Lakes 946 12,919 13,865 6,972 1973 05/88 5-19
Raleigh, North Carolina
Tahoe Springs 2,457 9,236 11,693 5,142 1972-1975 11/87 5-20
Miami, Florida
Totals $4,610 $36,495 $41,105 $20,683
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation:"
Years Ended December 31,
1996 1995
(in thousands)
Real Estate
Balance at beginning of year $39,803 $45,992
Property improvements 1,302 1,239
Disposals of property -- (7,428)
Balance at End of Year $41,105 $39,803
Accumulated Depreciation
Balance at beginning of year $18,789 $20,008
Additions charged to expense 1,894 1,869
Disposals of property -- (3,088)
Balance at end of year $20,683 $18,789
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is approximately $38,369,000 and approximately
$37,458,000, respectively. The accumulated depreciation taken for Federal
income tax purposes at December 31, 1996 and 1995, is approximately $14,159,000
and approximately $12,695,000, respectively.
Note E - Disposition of Real Estate
On February 10, 1995, the General Partner, on behalf of the Partnership,
executed a contract for the sale of Forest Hills Apartments for a gross sales
price of $8.25 million. The Partnership realized a net gain of approximately
$3.7 million on the sale after repayment of the related mortgage debt and other
closing costs. The Partnership also realized an extraordinary gain of
approximately $121,000 on early extinguishment of debt related to the sale of
Forest Hills Apartments.
The following table sets forth the statement of operations for Forest Hills
Apartments which was included in the Partnership's statement of operations at
December 31, 1995 (in thousands):
For the Year Ended
December 31, 1995
Revenues:
Rental income $ 234
Interest income 77
Total revenues 311
Expenses:
Operating 272
Maintenance 57
Depreciation 45
Interest 39
Property taxes 70
Total expenses 483
Gain on sale of real estate 3,693
Income before extraordinary item
items 3,521
Extraordinary gain on early
extinguishment of debt 121
Net income $3,642
Note F - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner believes that all such matters are
adequately covered by insurance and will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
As of May 3, 1995, Arthur Andersen LLP, the independent accountant previously
engaged as the principal accountant to audit the financial statements of the
Registrant was dismissed. As of the same date, the firm of Ernst & Young LLP
was engaged to provide that service for the Registrant.
During the Partnership's two most recent fiscal years, and any subsequent
interim period preceding the change, there were no disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The names of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's Managing General Partner as of December 31, 1996,
their ages and the nature of all positions with CEI presently held by them are
as follows:
NAME OF INDIVIDUAL POSITION IN CEI AGE
William H. Jarrard, Jr. President 50
Ronald Uretta Vice President/Treasurer 41
John K. Lines Vice President/Secretary 37
Kelley M. Buechler Assistant Secretary 39
Martha L. Long Controller 37
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management 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 Chief Operating Officer. He also served as Secretary from January 1992 to
June 1994 and as 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.
John K. Lines has been Vice President and Secretary of CEI since December 1994,
Secretary of the MAE subsidiaries since August 1994, General Counsel of Insignia
since June 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,
Assistant Secretary of the MAE subsidiaries since January 1992, 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.
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, South
Carolina.
Market Ventures, L.L.C. ("Ventures") and Liquidity Assistance, L.L.C.
("Liquidity") delinquently reported 6 and 5 transactions, respectively as of
December 31, 1996, on a Form 5 filed in January 1997, with respect to the
entities' purchases of Units of Limited Partner Interest of the Partnership.
Each of Insignia Financial Group, Inc., Insignia Commercial Group, Inc. and
Andrew L. Farkas also delinquently reported the same transactions on a Form 5 by
virtue of their status as affiliates of Ventures and Liquidity, through which
they may be deemed to be beneficial owners of the securities owned by such
entities.
Item 10. Executive Compensation
No remuneration was paid to the General Partner nor any of its directors and
officers during the year ended December 31, 1996.
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 by the
Registrant to own of record or beneficially more than five percent of the
Units of the Partnership:
NUMBER OF PERCENT
NAME AND ADDRESS UNITS OF TOTAL
Insignia Properties, L.P. 19,268.65 39.17%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
(b) Beneficial Owners of Management
Except as described in 11(a) above, 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 December 31, 1996, 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
P. O. Box 1089
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 Registrant is a party. Please
refer to "Item 7. Financial Statements, Note C - Transactions with Affiliated
Parties," for the amounts and items of permissible compensation and fees paid to
the General Partner and its affiliates and other related parties for the last
two years.
The Registrant has paid property management fees based upon collected gross
rental revenues for property management services for the years ended
December 31, 1996 and 1995. 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.
Item 13. 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 filed in the fourth quarter of fiscal year
1996: None.
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL GROWTH FUND
By: CONCAP EQUITIES, INC.
Its General Partner,
Date March 20, 1997 By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date March 20, 1997 By: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date March 20, 1997 By: /s/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Date March 20, 1997 By: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
EXHIBIT INDEX
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
3 Certificate of Limited Partnership, as amended N/A
to date.
10.1 Property Management Agreement No. 201 N/A
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).
10.2 Property Management Agreement No. 302 N/A
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. 401 N/A
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, N/A
1990, by and between CCEC and ConCap Services
Company (Incorporated by reference to the Quar-
terly Report on Form 10-Q for the quarter ended
September 30, 1990).
10.5 Assignment and Assumption Agreement dated N/A
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 N/A
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 N/A
October 23, 1990, by and between CCMLP
and Horn-Barlow Companies (200 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 N/A
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 N/A
October 23, 1990, by and between CCMLP and
R&B Realty Group (400 Series of Property Manage-
ment Contracts), (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).
10.10 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Incorporated by refer-
ence to the Annual Report on Form 10-K for the
year ended December 31, 1991).
10.11 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and Horn-Barlow Companies (the
"Horn-Barlow Construction Management Agree-
ment"). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).
10.12 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Horn-Barlow Construction
Management Agreement). (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.13 Construction Management Cost Reimbursement N/A
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).
10.14 Construction Management Cost Reimbursement N/A
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).
10.15 Investor Services Agreement dated October 23, N/A
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).
10.16 Assignment and Assumption Agreement (Investor N/A
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).
10.17 Letter of Notice dated December 20, 1991, from N/A
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution
of 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, 1991).
10.18 Financial Services Agreement dated October 23, N/A
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).
10.19 Assignment and Assumption Agreement N/A
(Financial Service 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).
10.20 Letter of Notice dated December 20, 1991, from N/A
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).
10.21 Property Management Agreement No. 414 dated N/A
May 13, 1993, by and between the Partnership
and Coventry Properties, Inc. (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1993).
10.22 Assignment and Assumption Agreement N/A
(Property Management Agreement No. 414)
dated May 13, 1993, by and between Coventry
Properties, Inc., R&B Apartment Management
Company, Inc. and Partnership Services, Inc.
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1993).
10.23 Assignment and Agreement as to Certain N/A
Property Management Services dated May 13,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc. (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993).
10.24 Property Management Agreement No. 506 dated N/A
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.
10.25 Assignment and Assumption Agreement as to N/A
Certain Property Management Services dated
November 17, 1993, by and between Coventry
Properties, Inc. and Partnership Services, Inc.
10.27 Assignment and Assumption Agreement as to Certain N/A
Property Management Services dated November 17,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc.
10.28 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
10.29 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
10.30 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.
10.31 Multifamily Note dated November 1, 1996, between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings, Inc.
11 Statement regarding computation of Net Income N/A
per Limited Partnership Unit (Incorporated by
reference to Note 7 of Item 8 - Financial
Statements of this Form 10-K).
16 Letter, dated August 12, 1992, from Ernst & Young N/A
to the Securities and Exchange Commission regard-
ing change in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6, 1992).
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Growth Fund 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000201529
<NAME> CONSOLIDATED CAPITAL GROWTH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 7,763
<SECURITIES> 0
<RECEIVABLES> 46
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 41,105
<DEPRECIATION> (20,683)
<TOTAL-ASSETS> 30,422
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,690
0
0
<COMMON> 0
<OTHER-SE> (1,208)
<TOTAL-LIABILITY-AND-EQUITY> 30,422
<SALES> 0
<TOTAL-REVENUES> 11,313
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,202
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,884
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (119)
<CHANGES> 0
<NET-INCOME> 992
<EPS-PRIMARY> 19.96<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10.31
Loan No. 734079753
Tahoe Springs
MULTIFAMILY NOTE
US $6,000,000
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 SIX
MILLION 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-Six Thousand Six Hundred Fifty and
00/100 Dollars ($36,650.00) 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 wazzu 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 locatedhereunder .
The undersigned shall pay any installment of interest due within ten (10)
calendar days after such installment of interest is due. The undersigned shall
pay any other 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.
CONSOLIDATED CAPITAL GROWTH FUND, a California
limited partnership d/b/a Consolidated Capital Growth Fund,
Ltd. in Florida
WITNESSES:
By: ConCap Equities, Inc. a Delaware
corporation, its general partner
/s/ Toni Malek
Name: Toni Malek
By: /s/ William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
/s/ Carson Leonard Title: President
Name: Carson Leonard
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. Kravetz
Title: Authorized Signatory
