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, 1997
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)
(864) 239-1000
Issuer's telephone number
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. [X]
State issuer's revenues for its most recent fiscal year. $11,488,000
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 market
develop for these interests, it is the General Partner's belief that the
aggregate market value of the voting partnership interests 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 approximately $49,200,000
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 Insignia
Properties Trust, an affiliate of Insignia Financial Group, Inc. ("Insignia").
The Partnership currently owns and operates four apartment complexes, ranging in
age from 25 to 28 years old and principally located in the southern United
States. All but one of these properties, the Breckinridge 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 (the remaining asset of CCGF Associates) for a gross
sales price of $8,250,000. The Partnership realized a net gain of approximately
$3,700,000 on the sale after repayment of approximately $4,400,000 of debt and
related closing and other costs.
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, 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 properties are subject to competition from similar properties
in the vicinity in which the properties are 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 $ 7,742 $ 5,587 5-22 yrs S/L $ 2,420
Churchill Park
Apartments 8,407 3,788 5-20 yrs S/L 4,371
The Lakes
Apartments 14,253 7,631 5-19 yrs S/L 8,789
Tahoe Springs
Apartments 11,856 5,624 5-20 yrs S/L 8,258
Total $42,258 $22,630 $23,838
See "Note A" to the financial statements 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 Period Maturity Due At
Property 1997 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 1997 1996 1997 1996
Breckinridge Square $7,173/unit $6,895/unit 93% 93%
Churchill Park 6,549/unit 6,313/unit 93% 93%
The Lakes 7,096/unit 6,801/unit 91% 94%
Tahoe Springs 7,730/unit 7,476/unit 93% 95%
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 1997 for each property were (dollar amounts in
thousands):
1997 1997
Billing Rate
Breckinridge Square $ 93 0.58%
Churchill Park 83 0.92%
The Lakes 159 1.25%
Tahoe Springs 252 2.29%
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 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, 1997, 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
As of December 31, 1997, there was minimal trading of the Units in the secondary
market establishing both a high and low value of $240 per Unit quoted in the
October/November 1997 edition of The Partnership Spectrum. 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, 1997, there were 2,940 holders of
record owning an aggregate of 49,196 Units. Distributions of approximately
$6,557,000 and approximately $2,908,000 were made to the limited partners in
1997 and 1996, respectively. Additionally, distributions of approximately
$933,000 and $82,000 were made to the General Partner in 1997 and 1996,
respectively.
The General Partner is planning a distribution of approximately $895,000 to be
made in March 1998. Future distributions will depend on the levels of cash
generated from operations, refinancings, property sales, and the availability of
cash reserves.
During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 15,000 of the outstanding
units of limited partnership interest in the Partnership, at $300 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 19, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates that
provide property management services to the Partnership's properties, the manner
in which the Purchaser votes its limited partner interest in the Partnership may
not always be consistent with the best interests of the other limited partners.
During February 1998, the tender offers were completed and an affiliate of
Insignia tendered 2,690 units of limited partnership interest in the
Partnership.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income for the year ended December 31, 1997, was
approximately $1,233,000 versus approximately $992,000 for the corresponding
period of 1996. The increase in net income is primarily attributed to an
increase in rental income and decreases in operating, general and administrative
expenses, and extraordinary loss on early extinguishment of debt. The increase
in rental income is due to rental rate increases at all of the Partnership's
investment properties. This rental rate increase was partially offset by
occupancy decreases at The Lakes and Tahoe Springs. The General Partner
attributes the decrease in occupancy at The Lakes to the large number of units
constructed in the Raleigh area. The General Partner is offering incentives to
prospective tenants in an effort to increase occupancy. The decrease in
operating expenses is the result of decreases in major landscaping performed in
1996 at The Lakes to deter water retention which was partially offset by
increases in advertising and concessions in order to increase occupancy at the
properties. General and administrative expenses decreased as a result of a
decrease in partnership management fees, occupational license fees and audit
expense. Partnership management fees decreased due to the decrease in the
distribution of funds "available from operations" as defined in the Partnership
Agreement. During the year ended December 31, 1997 approximately $6,573,000 was
distributed from surplus funds. As noted in Note C - "Transactions with
Affiliated Parties," the Partnership 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 Partnership Agreement)
to be paid to the General Partner for executive and management services. During
the year ended December 31, 1996, the Partnership paid approximately $36,000 for
occupational license fees for Breckinridge Square and Churchill Park. During
1997 the Partnership was notified that its request for a refund of $26,000 of
the amount incurred during 1996 would be received. Approximately $12,000 of
this refund has been transferred to pay the 1997 occupational tax expense.
Audit expense has decreased as a result of an under accrual of audit and tax
expense at December 31, 1995. Additional fees related to the 1995 audit were
billed and paid in 1996, thereby increasing the 1996 audit expense. Finally, an
extraordinary loss of approximately $119,000 was recognized by the Partnership
in 1996, due to the early extinguishment of debt at Tahoe Springs (see Note B to
the Notes to Consolidated Financial Statements).
Included in maintenance expense in 1997 and 1996 is approximately $270,000 and
$676,000, respectively, of major repairs and maintenance comprised primarily of
exterior painting, major landscaping, interior and exterior building
improvements.
These decreases in expenses were offset by an increase in interest expense.
This increase is due to the financing of Tahoe Springs in November 1996, as
discussed in Note B to the Notes to Consolidated Financial Statements.
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, 1997, the Partnership had cash and cash equivalents of
approximately $2,493,000 versus approximately $7,763,000 at December 31, 1996.
The net decrease in cash and cash equivalents for the year ended December 31,
1997 was $5,270,000 and the net increase in cash and cash equivalents for the
year ended December 31, 1996 was $3,045,000. Net cash provided by operating
activities increased primarily due to an increase in accrued property taxes.
The increase was offset by a decrease in tenant security deposits. Net cash
used in investing activities decreased due to a decrease in additions to
property improvements and replacements, and to a decrease in deposits to
restricted escrows. Net cash used in financing activities increased due to the
increase in cash distributions paid during the year ended December 31, 1997.
The Partnership has no material capital programs scheduled to be performed in
1998, 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.
In March 1996, the General Partner paid off the first and second mortgages of
Tahoe Springs totaling $1,282,000 with a portion of the refinancing proceeds
received in December 1995 from the refinancing of Breckinridge Square, Churchill
Park and The Lakes. Per the terms of these Notes, sixty (60) days written
notice had been submitted to the Lender to notify them of such payment. An
extraordinary loss on early extinguishment of debt in the amount of
approximately $119,000 was recorded upon payoff of the mortgage notes. Of this
amount, approximately $96,000 was recorded due to the write off of the remaining
mortgage note discount and approximately $23,000 was recorded due to prepayment
penalties included. On November 13, 1996, the Partnership financed Tahoe
Springs. The Partnership received $6,000,000 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 or December 1, 2005, at
which time the properties will either be refinanced or sold. During the year
ended December 31, 1997, the Partnership distributed approximately $6,557,000 to
the limited partners and approximately $933,000 to the General Partner. 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 the 1996 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. 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.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if
such modifications and conversions are not made, or are not completed timely,
the Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL GROWTH FUND
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheet--December 31, 1997
Statements of Operations--Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit)--Years ended
December 31, 1997 and 1996
Statements of Cash Flows--Years ended December 31, 1997 and 1996
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Growth Fund
We have audited the accompanying balance sheet of Consolidated Capital Growth
Fund as of December 31, 1997, and the related statements of operations, changes
in partners' capital (deficit) and cash flows for each of the two years in the
period ended December 31, 1997. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Consolidated Capital Growth
Fund at December 31, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 23, 1998
CONSOLIDATED CAPITAL GROWTH FUND
BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 2,493
Receivables and deposits 812
Restricted escrows 586
Other assets 636
Investment properties:
Land $ 4,610
Buildings and related personal property 37,648
42,258
Less accumulated depreciation (22,630) 19,628
$24,155
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 130
Tenant security deposit liabilities 291
Accrued property taxes 159
Other liabilities 350
Mortgage notes payable 30,690
Partners' Deficit
General partner $ (4,260)
Limited partners (49,196 units
issued and outstanding) (3,205) (7,465)
$24,155
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $10,756 $10,531
Other income 732 782
Total revenues 11,488 11,313
Expenses:
Operating 5,105 5,175
General and administrative 341 656
Depreciation 1,982 1,894
Interest 2,236 1,884
Property taxes 591 593
Total expenses 10,255 10,202
Income before extraordinary item 1,233 1,111
Extraordinary loss on early
extinguishment of debt -- (119)
Net income $ 1,233 $ 992
Net income allocated to
general partner (1%) $ 12 $ 10
Net income allocated to
limited partners (99%) 1,221 982
$ 1,233 $ 992
Per limited partnership unit:
Income before extraordinary item $ 24.82 $ 22.36
Extraordinary loss on early
extinguishment of debt -- (2.40)
Net income per limited partnership unit $ 24.82 $ 19.96
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF CHANGES IN 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, 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)
Net income -- 12 1,221 1,233
Distributions -- (933) (6,557) (7,490)
Partners' capital (deficit)
at December 31, 1997 49,196 $ (4,260) $ (3,205) $ (7,465)
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,233 $ 992
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,982 1,894
Amortization of loan costs 80 55
Loss on disposal of property 34 --
Extraordinary loss on early
extinguishment of debt -- 119
Changes in assets and liabilities:
Receivables and deposits (197) (122)
Other assets (13) 30
Accounts payable (97) (81)
Tenant security deposit liabilities (55) 36
Accrued property taxes 159 --
Other liabilities (17) (49)
Net cash provided by operating activities 3,109 2,874
Cash flows from investing activities:
Property improvements and replacements (1,218) (1,302)
Receipts from (deposits to) restricted escrows 329 (16)
Net cash used in investing activities (889) (1,318)
Cash flows from financing activities:
Proceeds from long-term borrowings -- 6,000
Loan costs -- (184)
Payments on mortgage notes payable -- (32)
Repayment of mortgage notes payable -- (1,282)
Prepayment penalties -- (23)
Distributions paid (7,490) (2,990)
Net cash (used in) provided by financing activities (7,490) 1,489
Net (decrease) increase in cash and cash equivalents (5,270) 3,045
Cash and cash equivalents at beginning of period 7,763 4,718
Cash and cash equivalents at end of period $ 2,493 $ 7,763
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,156 $ 1,689
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
CONSOLIDATED CAPITAL GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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 Insignia Properties Trust ("IPT"), an
affiliate of Insignia Financial Group, Inc. ("Insignia").
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.
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, 1997, the balance was approximately $448,000.
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,
1997, these repairs had not been completed. At December 31, 1997, the balance
was approximately $57,000. All excess funds will be transferred into the
Replacement Reserve Account once the required repairs are complete.
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 $695,000, less accumulated amortization
of approximately $137,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.
Cash and Cash Equivalents: 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.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged the space and is current on the
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.
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. Net income per limited partnership unit for both 1997 and
1996 was computed as 99% of net income divided by 49,196 units outstanding.
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 $373,000 and $32,000 from the Partnership during 1997 and 1996,
respectively.
Distributions since inception of the Partnership have aggregated approximately
$125,800,000 to the Limited Partners and approximately $5,800,000 to the General
Partner(s). Distributions of approximately $6,557,000 and approximately
$933,000 were paid to the Limited Partners and the General Partner,
respectively, during 1997.
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: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," the
Partnership records impairment losses on long-lived assets used in operations
when events and circumstances indicate that the assets might be impaired and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts of those assets.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $136,000
and approximately $107,000 for the years ended December 31, 1997 and 1996,
respectively.
Fair Value of Financial Instruments: "SFAS No. 107, Disclosures about Fair
Value of Financial Instruments", as amended by "SFAS No. 119, Disclosures about
Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.
Reclassifications: Certain reclassifications have been made to the 1996
information to conform to the 1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principle 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 1997 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
On November 13, 1996, the Partnership financed Tahoe Springs. The Partnership
received $6,000,000 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.
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, 1997 and 1996, 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,
1997 1996
(in thousands)
Property management fees $567 $554
Reimbursements for services of affiliates (1) 201 269
Partnership management fees (2) 82 213
(1)Included in "reimbursements for services of affiliates" for 1997 and
1996 is approximately $6,000 and $15,000, respectively, in reimbursements
for construction oversight costs. In addition, approximately $53,000 is
included in 1996 for mortgage reimbursements in connection with the 1996
financing of Tahoe Springs.
(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.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
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 master policy. The
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, 1997, Insignia Properties, L.P. was the beneficial owner of
19,306 (39.2%) 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 $ 2,381
Louisville, Kentucky
Churchill Park 6,450 566 6,510 1,331
Louisville, Kentucky
The Lakes 12,240 946 9,605 3,702
Raleigh, North Carolina
Tahoe Springs 6,000 2,848 8,492 516
Miami, Florida
Totals $30,690 $5,001 $29,327 $ 7,930
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
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 $ 7,101 $ 7,742 $ 5,587 1971 10/78 5-22
Louisville, Kentucky
Churchill Park 566 7,841 8,407 3,788 1970 05/90 5-20
Louisville, Kentucky
The Lakes 946 13,307 14,253 7,631 1973 05/88 5-19
Raleigh, North Carolina
Tahoe Springs 2,457 9,399 11,856 5,624 1972-1975 11/87 5-20
Miami, Florida
Totals $4,610 $37,648 $42,258 $22,630
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation:"
Years Ended December 31,
1997 1996
(in thousands)
Real Estate
Balance at beginning of year $41,105 $39,803
Property improvements 1,218 1,302
Disposals of property (65) --
Balance at End of Year $42,258 $41,105
Accumulated Depreciation
Balance at beginning of year $20,683 $18,789
Additions charged to expense 1,982 1,894
Disposals of property (35) --
Balance at end of year $22,630 $20,683
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is approximately $39,586,000 and approximately
$38,369,000, respectively. The accumulated depreciation taken for Federal income
tax purposes at December 31, 1997 and 1996, is approximately $15,748,000 and
approximately $14,159,000, respectively.
NOTE E - SUBSEQUENT EVENT
During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 15,000 of the outstanding
units of limited partnership interest in the Partnership, at $300 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 19, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates that
provide property management services to the Partnership's properties, the manner
in which the Purchaser votes its limited partner interest in the Partnership may
not always be consistent with the best interests of the other limited partners.
During February 1998, the tender offers were completed and an affiliate of
Insignia tendered 2,690 units of limited partnership interest in the
Partnership.
NOTE F - INCOME TAXES
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.
The following is a reconciliation of reported net income and Federal taxable
income (in thousands, except unit data):
1997 1996
Net income as reported $ 1,233 $ 992
Add (deduct):
Fixed asset write-offs and casualty gain 29 --
Depreciation differences 393 430
Prepaid rent 139 (111)
Other 37 41
Federal taxable income $ 1,831 $ 1,352
Federal taxable income per limited
partnership unit $ 36.84 $ 27.21
The tax basis of the Partnership's assets and liabilities is approximately
$10,074,945 greater than the assets and liabilities as reported in the financial
statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
There were no disagreements with Ernst & Young LLP regarding the 1997 and 1996
audits of the Partnership's financial statements.
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 General Partner, 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/Director 51
Ronald Uretta Vice President/Treasurer 41
Daniel M. LeBey Vice President/Secretary 32
Robert D. Long, Jr. Vice President 30
Kelley M. Buechler Assistant Secretary 40
Martha L. Long Controller 38
William H. Jarrard, Jr. has been President and Director of CEI since December
1996. He has acted as Senior Vice President of Insignia Properties Trust
("IPT"), parent of CEI since, May 1997. Mr. Jarrard previously acted as
Managing Director - Partnership Administration of Insignia from January 1991
through September 1997 and served as Managing Director - Partnership
Administration and Asset Management from July 1994 until January 1996.
Ronald Uretta has been Vice President and 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.
Daniel M. LeBey has been Vice President and Secretary of CEI since January 29,
1998 and Insignia's Assistant Secretary since April 30, 1997. Since July 1996
he has also served as Insignia's Associate General Counsel. From September 1992
until June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird
LLP, Atlanta, Georgia.
Robert D. Long, Jr. has been Vice President of CEI since January 2, 1998. Mr.
Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia, in September 1993. Since 1994 he has acted as Vice President and
Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an accountant
for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was
an auditor for the State of Tennessee and was associated with the accounting
firm of Harsman Lewis and Associates.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994, and
Assistant Secretary of Insignia since January 1991.
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, in Greenville, South
Carolina.
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, 1997.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of February 28, 1998, 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. 21,995.65 44.71%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
Insignia Properties, L.P. is an affiliate of Insignia. (See "Item 1".)
(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, 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
Insignia Properties Trust 100,000 100%
One Insignia Financial Plaza
P. O. Box 1089
Greenville, SC 29602
Insignia Properties Trust is 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.
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, 1997 and 1996, 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,
1997 1996
(in thousands)
Property management fees $567 $554
Reimbursements for services of affiliates (1) 201 269
Partnership management fees (2) 82 213
(1)Included in "reimbursements for services of affiliates" for 1997 and
1996 is approximately $6,000 and $15,000, respectively, in reimbursements
for construction oversight costs. In addition, approximately $53,000 is
included in 1996 for mortgage reimbursements in connection with the 1996
financing of Tahoe Springs.
(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.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
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 master policy. The
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, 1997, Insignia Properties, L.P. was the beneficial owner of
19,306 (39.2%) of the Partnership's limited partnership units.
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
1997: 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,
March 6, 1998 By: /s/ William H. Jarrard, Jr.
Date William H. Jarrard, Jr.
President/Director
March 6, 1998 By: /s/ Ronald Uretta
Date 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.
March 6, 1998 By: /s/ William H. Jarrard, Jr.
Date William H. Jarrard, Jr.
President/Director
March 6, 1998 By: /s/ Ronald Uretta
Date Ronald Uretta
Vice President/Treasurer
EXHIBIT INDEX
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
3 Certificate of Limited Partnership, N/A
as amended 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 N/A
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 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
Management 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 reference 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 N/A
Certain 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 A of Item 7 - Financial
Statements of this Form 10-K).
16 Letter, dated August 12, 1992, from N/A
Ernst & Young to the Securities and Exchange
Commission regarding 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 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,493
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 42,258
<DEPRECIATION> (22,630)
<TOTAL-ASSETS> 24,155
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,690
0
0
<COMMON> 0
<OTHER-SE> (7,465)
<TOTAL-LIABILITY-AND-EQUITY> 24,155
<SALES> 0
<TOTAL-REVENUES> 11,488
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,255
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,236
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,233
<EPS-PRIMARY> 24.82<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
