FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-8639
CONSOLIDATED CAPITAL GROWTH FUND
(Exact name of small business issuer as specified in its charter)
California 94-2382571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Partnership was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No____
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CONSOLIDATED CAPITAL GROWTH FUND
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 1,593
Receivables and deposits 325
Restricted escrows 408
Other assets 555
Investment properties:
Land $ 4,610
Buildings and related personal property 41,013
45,623
Less accumulated depreciation (27,484) 18,139
$ 21,020
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 165
Tenant security deposit liabilities 218
Accrued property taxes 203
Other liabilities 553
Mortgage notes payable 30,690
Partners' Deficit
General partner $ (4,786)
Limited partners (49,196 units issued and
outstanding) (6,023) (10,809)
$ 21,020
See Accompanying Notes to Financial Statements
</TABLE>
b)
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
2000 1999
Revenues:
Rental income $2,759 $ 2,704
Other income 147 139
Total revenues 2,906 2,843
Expenses:
Operating 1,139 1,214
General and administrative 148 74
Depreciation 604 523
Interest 558 558
Property taxes 175 153
Total expenses 2,624 2,522
Net income $ 282 $ 321
Net income allocated to general partner (1%) $ 3 $ 3
Net income allocated to limited partners (99%) 279 318
$ 282 $ 321
Net income per limited partnership unit $ 5.67 $ 6.46
Distribution per limited partnership unit $20.33 $ --
See Accompanying Notes to Financial Statements
c)
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 49,196 $ 1 $49,196 $49,197
Partners' deficit at
December 31, 1999 49,196 $ (4,779) $(5,302) $(10,081)
Distribution to partners -- (10) (1,000) (1,010)
Net income for the three months
ended March 31, 2000 -- 3 279 282
Partners' deficit
at March 31, 2000 49,196 $ (4,786) $ (6,023) $(10,809)
See Accompanying Notes to Financial Statements
</TABLE>
d)
CONSOLIDATED CAPITAL GROWTH FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 282 $ 321
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 604 523
Amortization of loan costs 19 19
Change in accounts:
Receivables and deposits (12) 78
Other assets (64) (79)
Accounts payable (102) 23
Tenant security deposit liabilities (23) (13)
Accrued property taxes 180 (5)
Other liabilities 119 39
Net cash provided by operating activities 1,003 906
Cash flows from investing activities:
Property improvements and replacements (420) (232)
Net deposits to restricted escrows (49) (121)
Net cash used in investing activities (469) (353)
Cash flows used in financing activities:
Distributions to partners (1,010) --
Net (decrease) increase in cash and cash equivalents (476) 553
Cash and cash equivalents at beginning of period 2,069 968
Cash and cash equivalents at end of period $ 1,593 $ 1,521
Supplemental disclosure of cash flow information:
Cash paid for interest $ 539 $ 539
See Accompanying Notes to Financial Statements
</TABLE>
e)
CONSOLIDATED CAPITAL GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Consolidated Capital Growth
Fund (the "Partnership" or "Registrant") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Article 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of ConCap Equities, Inc. (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 2000, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2000. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
Note C - Distributions
Cash distributions of approximately $1,010,000 (approximately $1,000,000 of
which was paid to the limited partners, $20.33 per limited partnership unit)
were paid from operations during the three months ended March 31, 2000. No
distributions were made to the partners during the three months ended March 31,
1999.
Note D - Casualty Event
In January 2000, The Lakes Apartments experienced a fire, which resulted in the
destruction of twelve apartment units. It is estimated that the property
incurred damages of approximately $174,000. As of March 31, 2000, insurance
proceeds of approximately $169,000 have been received to cover the estimated
damages and are being held in escrow by the mortgage lender until repairs are
complete.
Note E - 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 Agreement provides for (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. The General Partner and its affiliates received
reimbursements and fees during the three months ended March 31, 2000 and 1999 as
reflected in the following table:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $ 147 $ 144
Reimbursement for services of affiliates (included in
operating and general and administrative expense
and investment properties) 50 48
Partnership management fees (included in general
and administrative expense) 90 --
During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $147,000 and $144,000 for the
three months ended March 31, 2000 and 1999, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $50,000 and $48,000 for the
three months ended March 31, 2000 and 1999, respectively.
The Partnership Agreement provides for a fee equal to 9% of the total
distributions made to the limited partners from "cash available for
distribution" (as defined in the Agreement) to be paid to the General Partner
for executive and administrative management services. During the three months
ended March 31, 2000, affiliates of the General Partner received $90,000 for
providing these services. There was no such cost incurred for the three months
ended March 31, 1999.
AIMCO and its affiliates currently own 25,036.15 limited partnership units in
the Partnership representing 50.89% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership of 50.89% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Registrant. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
Note F - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of four apartment complexes
located in Florida (1), Kentucky (2), and North Carolina (1). The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those described in the Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
are managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three month periods ended March 31, 2000 and 1999 is
shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
<TABLE>
<CAPTION>
2000 Residential Other Totals
(in thousands)
<S> <C> <C> <C>
Rental income $ 2,759 $ -- $ 2,759
Other income 145 2 147
Interest expense 558 -- 558
Depreciation 604 -- 604
General and administrative expense -- 148 148
Segment profit (loss) 428 (146) 282
Total assets 20,690 330 21,020
Capital expenditures for
investment properties 420 -- 420
</TABLE>
<TABLE>
<CAPTION>
1999 Residential Other Totals
(in thousands)
<S> <C> <C> <C>
Rental income $ 2,704 $ -- $ 2,704
Other income 132 7 139
Interest expense 558 -- 558
Depreciation 523 -- 523
General and administrative expense -- 74 74
Segment profit (loss) 388 (67) 321
Total assets 20,733 1,021 21,754
Capital expenditures for
investment properties 232 -- 232
</TABLE>
Note G - Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of four apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
Breckinridge Square 93% 94%
Louisville, Kentucky
Churchill Park 97% 96%
Louisville, Kentucky
The Lakes 85% 90%
Raleigh, North Carolina
Doral Springs (formerly Tahoe Springs) 96% 94%
Miami, Florida
The General Partner attributes the decrease in occupancy at The Lakes Apartments
due to the fire at the property which occurred in January 2000 as discussed
below.
Results of Operations
The Partnership's net income for the three months ended March 31, 2000 and 1999
was approximately $282,000 and $321,000, respectively. The decrease in net
income is due to an increase in total expenses which was partially offset by an
increase in total revenues. Total expenses increased primarily due to increases
in depreciation and general and administrative expenses and to a lesser extent
an increase in property tax expense. The increase in depreciation expense
resulted from an increase in capital improvements performed at all of the
investment properties during the past twelve months to improve the overall
appearance and quality of the properties. The increase in property tax expense
is due primarily to increased tax billings due to an increase in the assessed
value of the properties by the taxing authorities for Doral Springs Apartments
and Churchill Park Apartments.
General and administrative expenses increased due to Partnership management fees
paid as a result of the distribution from operations made during the three
months ended March 31, 2000, as required by the Partnership Agreement. No such
operating distributions were made during the three months ended March 31, 1999.
Included in general and administrative expense at both March 31, 2000 and 1999
are management reimbursements to the General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
The increase in total expenses was partially offset by a decrease in operating
expenses. The decrease in operating expenses is due primarily to decreases in
property and maintenance expenses. The decrease in property expense is due
primarily to a decrease in salaries and related employee benefits. Maintenance
expense decreased due to interior and exterior building improvements which were
incurred during 1999. Total revenues increased due to an increase in occupancy
at Doral Springs and an increase in the average rental rates at all four of the
Registrant's investment properties which more than offset the decrease in
occupancy at The Lakes.
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 March 31, 2000, the Partnership had cash and cash equivalents of
approximately $1,593,000 compared to approximately $1,521,000 at March 31, 1999.
The decrease in cash and cash equivalents of approximately $476,000 for the
three months ended March 31, 2000, from the Partnership's calendar year end of
December 31, 1999, is due to approximately $1,010,000 of cash used in financing
activities and approximately $469,000 of cash used in investing activities,
which was partially offset by approximately $1,003,000 of cash provided by
operating activities. Cash used in investing activities consisted of property
improvements and replacements, and to a lesser extent, escrow accounts
maintained by the mortgage lender. Cash used in financing activities consisted
of partner distributions. The Partnership invests its working capital reserves
in money market accounts.
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 investment properties to adequately maintain the
physical assets and other operating needs of the Registrant and to comply with
Federal, state, local, legal and regulatory requirements. Capital improvements
planned for each of the Registrant's properties are detailed below.
Breckinridge Square Apartments: For 2000 the Partnership has budgeted
approximately $205,000 for capital improvements, consisting primarily of
plumbing upgrades, floor covering and appliance replacements, water heaters, and
air conditioning upgrades. The Partnership completed approximately $128,000 in
capital expenditures at Breckinridge Square Apartments as of March 31, 2000,
consisting primarily of air conditioning upgrades, water heater replacements,
plumbing upgrades and appliance and floor covering replacements. These
improvements were funded primarily from operations.
Churchill Park Apartments: For 2000 the Partnership has budgeted approximately
$275,000 for capital improvements, consisting primarily of plumbing upgrades,
appliances, and floor covering replacements. The Partnership completed
approximately $93,000 in capital expenditures at Churchill Park Apartments as of
March 31, 2000, consisting primarily of plumbing upgrades and appliance and
floor covering replacements. These improvements were funded primarily from
replacement reserves.
The Lakes Apartments: For 2000 the Partnership has budgeted approximately
$207,000 for capital improvements, consisting primarily of floor covering,
appliance, and HVAC replacements. The Partnership completed approximately
$75,000 in capital expenditures at The Lakes Apartments as of March 31, 2000,
consisting primarily of floor covering and appliance replacements. These
improvements were funded primarily from operations. In January 2000, The Lakes
Apartments experienced a fire, which resulted in damage to twelve apartment
units. It is estimated that the property incurred damages of approximately
$174,000. As of March 31, 2000, insurance proceeds of approximately $169,000
have been received to cover the estimated damages and are being held in escrow
by the mortgage lender until repairs are complete.
Doral Springs Apartments: For 2000 the Partnership has budgeted approximately
$341,000 for capital improvements, consisting primarily of fencing and equipment
enhancements, swimming pool upgrades, and floor covering and appliance
replacements and elevator improvements. The Partnership completed approximately
$124,000 in capital expenditures at Doral Springs Apartments as of March 31,
2000, consisting primarily of interior decorating enhancements, floor covering
replacement and other building improvements. These improvements were funded
primarily from operations.
The additional capital expenditures will be incurred only if cash is available
from operations and Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $30,690,000 requires monthly interest only
payments. These notes require balloon payments on November 1, 2003, and December
1, 2005. The General Partner may attempt to refinance such indebtedness and/or
sell the properties prior to such maturity date. If the properties cannot be
refinanced or sold for a sufficient amount, the Registrant will risk losing such
properties through foreclosure.
Cash distributions of approximately $1,010,000 (approximately $1,000,000 of
which was paid to the limited partners, $20.33 per limited partnership unit)
were paid from operations during the three months ended March 31, 2000. No
distributions were made to the partners during the three months ended March 31,
1999. The Partnership's distribution policy is reviewed on a quarterly basis.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, and the timing of debt
maturities, refinancings, and/or property sales. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations,
after required capital expenditures, to permit any additional distributions to
its partners during the remainder of 2000 or subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED CAPITAL GROWTH FUND
By: CONCAP EQUITIES, INC.
its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: May 15, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Growth Fund 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000201529
<NAME> Consolidated Capital Growth Fund
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,593
<SECURITIES> 0
<RECEIVABLES> 325
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 45,623
<DEPRECIATION> 27,484
<TOTAL-ASSETS> 21,020
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 30,690
0
0
<COMMON> 0
<OTHER-SE> (10,809)
<TOTAL-LIABILITY-AND-EQUITY> 21,020
<SALES> 0
<TOTAL-REVENUES> 2,906
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,624
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 558
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 282
<EPS-BASIC> 5.67 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
