FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 312905, eff. 04/26/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-10831
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Exact name of registrant as specified in its charter)
California 94-2744492
(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)
Registrant's telephone number (803) 239-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
Assets
Cash and cash equivalents $ 5,433 $ 1,554
Securities available for sale 5,264 8,329
Prepaid expenses and other assets 178 276
Due from affiliates -- 935
Net investment in master loan to affiliate 92,319 91,786
Investment properties:
Land 1,053 1,053
Building and related personal property 5,236 5,202
6,289 6,255
Less accumulated depreciation (1,821) (1,505)
4,468 4,750
$107,662 $107,630
Liabilities and Partners' Capital (Deficit)
Accounts payable and accrued expenses $ 62 $ 55
Tenant security deposits 33 47
Distributions payable 324 324
419 426
Partners' Capital (Deficit)
General partner (293) (294)
Limited partners (199,052 and 199,045
units outstanding at September 30,
1995, and December 31, 1994,
respectively) 107,536 107,498
107,243 107,204
$107,662 $107,630
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
b) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 360 $ 333 $1,117 $ 974
Interest income on investment
in Master Loan to affiliate 967 752 2,503 1,661
Interest and dividend income
on investments 146 174 364 509
Reduction of allowance for
possible losses 533 -- 533 --
Total revenues 2,006 1,259 4,517 3,144
Expenses:
Property operations 198 171 528 455
Depreciation 106 106 316 313
Administrative 168 88 607 347
Total expenses 472 365 1,451 1,115
Other income -- -- -- 56
Casualty gain -- -- 9 --
Net income $1,534 $ 894 $3,075 $2,085
Net income allocated
to general partner (1%) $ 15 $ 9 $ 31 $ 21
Net income allocated
to limited partners (99%) 1,519 885 3,044 2,064
$1,534 $ 894 $3,075 $2,085
Net income per limited
partnership unit $ 7.63 $ 4.45 $15.29 $10.38
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
c) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (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 200,342 $ 1 $200,342 $200,343
Partners' capital (deficit) at
December 31, 1993 199,046 $ (287) $108,220 $107,933
Distributions -- (37) (3,686) (3,723)
Net income for the nine months
ended September 30, 1994 (1) 20 2,065 2,085
Partners' capital (deficit) at
September 30, 1994 199,045 $ (304) $106,599 $106,295
Partners' capital (deficit) at
December 31, 1994 199,045 $ (294) $107,498 $107,204
Distributions -- (30) (3,006) (3,036)
Net income for the nine months
ended September 30, 1995 7 31 3,044 3,075
Partners' capital (deficit) at
September 30, 1995 199,052 $ (293) $107,536 $107,243
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
d) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,075 $ 2,085
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 316 313
Casualty gain (9) --
Reduction of allowance for possible losses (533) --
Change in accounts:
Prepaid expenses and other assets 97 44
Interest receivable on master loan -- (221)
Due from affiliates 935 --
Accounts payable and accrued expenses 17 (99)
Tenant security deposits (14) (11)
Net cash provided by
operating activities 3,884 2,111
Cash flows from investing activities:
Property improvements and replacements (34) (28)
Purchase of securities available for sale (2,115) (3,392)
Proceeds from sale of securities available
for sale 5,180 5,320
Advances on master loan -- (40)
Net cash provided by
investing activities 3,031 1,860
Cash flows used in financing activities:
Distributions (3,036) (3,717)
Net cash used in financing activities (3,036) (3,717)
Net increase in cash and cash equivalents 3,879 254
Cash and cash equivalents at
beginning of period 1,554 222
Cash and cash equivalents at
end of period $ 5,433 $ 476
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
e) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of the General Partner, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1995, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1995. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-K for the year ended December 31, 1994.
Investment in Master Loan
Beginning in 1995, the Partnership adopted Financial Accounting Standards
Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan."
Under the new standard, the 1995 allowance for credit losses related to loans
that are identified for evaluation in accordance with Statement 114 is based on
discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans. Prior to
1995, the allowance for credit losses related to these loans was based on
undiscounted cash flows or the fair value of the collateral for collateral
dependent loans.
Accounting Change - Investments
In March 1995, the Financial Accounting Standards Board issued 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 recognized for
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. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Partnership adopted Statement 121 at September 30, 1995, and the adoption had no
effect on the financial statements of the Partnership.
Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation.
Note B - Related Party Transactions
Consolidated Capital Institutional Properties ("Partnership") paid property
management fees based upon collected gross rental revenues for property
management services as noted below for the nine month periods ended September
30, 1995 and 1994. For the nine months ended September 30, 1994, a portion of
such property management fees were paid to Coventry Properties, Inc.
("Coventry"), an affiliate of the General Partner, for day-to-day property
management services and a portion was paid to Partnership Services, Inc. ("PSI")
for advisory services related to day-to-day property operations. In late
December 1994, an affiliate of Insignia Financial Group, Inc. ("Insignia")
assumed day-to-day property management responsibilities for all of the
Partnership's properties. Fees paid to affiliates of Insignia during the nine
months ended September 30, 1995, and fees paid to Coventry and PSI for the nine
months ended September 30, 1994, are reflected in the following table:
For the Nine Months Ended
September 30,
1995 1994
(in thousands)
Property management fees $51 $48
The Partnership Agreement ("Agreement") also provides for reimbursement to
the General Partner and its affiliates for costs incurred in connection with the
administration of Partnership activities. The General Partner and its current
and former affiliates, which includes Coventry for the nine months ended
September 30, 1994, received reimbursements as reflected in the following table:
For the Nine Months Ended
September 30,
1995 1994
(in thousands)
Reimbursement for services of affiliates $253 $159
At September 30, 1995, the Partnership had accrued approximately $15,000 of
reimbursements to Insignia Mortgage & Investment Company ("IMIC") related to
refinancing costs, which is included in Reimbursement for services of affiliates
above.
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 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.
Note C - Net Investment in Master Loan
The net investment in master loan consists of the following:
September 30, 1995 December 31, 1994
(in thousands)
Master Loan funds advanced $124,116 $124,116
Accrued deferred basic interest 5,289 5,289
Accrued additional interest 4,829 4,829
Collection reserve (6,548) (6,548)
127,686 127,686
Less: allowance for possible loss (35,367) (35,900)
Net investment in Master Loan $ 92,319 $ 91,786
At September 30, 1995, the recorded investment in Master Loan is considered
to be impaired under Statement 114. The Partnership measured the impairment of
the loan based upon the fair value of the collateral due to the fact repayment
of the loan is expected to be provided solely by the collateral. For the nine
months ended September 30, 1995, the Partnership recorded approximately
$533,000 in income based upon an increase in the fair value of the collateral.
Interest due to the Partnership pursuant to the terms of the Master Loan
Agreement, but not recognized in the income statements, totaled approximately
$20.2 and $18.6 million for the nine months ended September 30, 1995 and 1994,
respectively. At September 30, 1995, and December 31, 1994, such cumulative
unrecognized interest totalling approximately $130 million and $110.8 million
was not included in the balance of the investment in Master Loan.
In February 1994, the Partnership advanced $40,000 to Consolidated Capital
Equity Partners, L.P. ("CCEP") as an advance on the Master Loan. CCEP then
advanced $40,000 to New Carlton House Partners as an advance on the note
receivable secured by the Carlton House Apartment and Office Building ("Carlton
House") to pay the remaining balance of 1993 property taxes.
Note D - Other Income
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly, or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the affiliated partnerships'
allowed claim at $11 million, in the aggregate. In March 1994, the Partnership
received 909 shares of Southmark Corporation Redeemable Series A Preferred Stock
and 6,651 shares of Southmark Corporation New Common Stock with an aggregate
market value on the date of receipt of $6,690 and $49,847 in cash representing
the Partnership's share of the recovery, based on its pro rata share of the
claims filed.
Note E - Commitment
The Partnership is required by the Agreement to maintain working capital
reserves for contingencies of not less than 5% of Net Invested Capital, as
defined in the Agreement. In the event expenditures are made from this reserve,
operating revenue shall be allocated to such reserves to the extent necessary to
maintain the foregoing level. Reserves, including cash and cash equivalents and
securities available for sale, totalling approximately $10.7 million, were
greater than the reserve requirement of approximately $8.0 million at September
30, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of this property for the nine
months ended September 30, 1995 and 1994:
Average
Occupancy
Property 1995 1994
The Loft Apartments
Raleigh, North Carolina 91% 96%
The General Partner attributes the decrease in occupancy to increased market
competition and increased rental rates.
The Partnership's net income for the nine months ended September 30, 1995,
was approximately $3,075,000 as compared to approximately $2,085,000 for the
nine months ended September 30, 1994. The Partnership realized net income of
approximately $1,534,000 for the three months ended September 30, 1995, as
compared to net income of approximately $894,000 for the three months ended
September 30, 1994. The increase in net income for the three and nine month
periods ended September 30, 1995, is due primarily to the reduction of the
allowance for possible losses of the Master Loan as determined under SFAS 114
and an increase in interest income on the investment in Master Loan. Also,
increasing net income is an increase in rental income due to higher rental rates
which more than offset the increase in vacancy loss. Also, the increase in net
income for the nine months ended September 30, 1995, is attributable to $9,000
in casualty income related to insurance proceeds from prior year damages.
Offsetting these increases in net income is a decrease in interest and dividend
income on investments due to lower investment balances as compared to the prior
year. For the three months ended September 30, 1995, interest income on the
Master Loan increased due to an additional payment that was made to the
Partnership although no payment was required (interest payments are required
based on the cash flow of the properties collateralized by the Master Loan).
Also, property operations expenses for the three and nine months ended September
30, 1995, increased due to higher maintenance expenses. The increase in
maintenance expenses is the result of increased interior and exterior painting
and other miscellaneous maintenance work being done at the property.
Administrative expenses increased for the three and nine months ended September
30, 1995. For the three months ended September 30, 1995, this increase was a
result of increased insurance costs and printing costs related to printing
additional 10-K's for investors. The increase for the nine months ended
September 30, 1995, is due to the items noted above and to expenses related to
the combined efforts of the Dallas and Greenville offices during the transition
period that ended June 30, 1995. The increased costs related to the transition
efforts were incurred to minimize any disruption in the year-end reporting
function including the financial reporting and K-1 preparation and
distribution. These expenses decreased in the third quarter of 1995 as the
transition efforts were completed.
Other income realized in the nine months ended September 30, 1994, is due to
the receipt of its pro rata share of the claims filed in Southmark's Chapter 11
bankruptcy proceedings. (See Note D).
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property 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.
At September 30, 1995, the Partnership reported cash of approximately
$5,433,000 versus approximately $476,000 for the corresponding period in 1994.
Net cash provided by operating activities increased primarily due to an increase
in net income, a decrease in the amount due from affiliates, and a decrease in
interest receivable on the Master Loan offset partially by the reduction of the
allowance for possible losses of the Master Loan. The decrease in amounts due
from affiliates is the result of the Master Loan interest payment received from
Consolidated Capital Equity Partners, L.P. during the nine months ended
September 30, 1995. Net cash provided by investing activities increased
primarily due to a decrease in the purchase of securities available for sale.
Net cash used in financing activities decreased due to a decrease in
distributions as compared to the prior year.
The Partnership and CCEP are discussing the financing of certain capital
improvements that are planned for various properties owned by CCEP which are
collateral for the Master Loan. Also, they are discussing certain transactions
concerning the Carlton House Note, which CCEP holds. The note held by CCEP is
collateral for the Master Loan.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. Distributions of
approximately $1,485,000 or $7.46 per Unit were made to the limited partners in
both September and March 1995. A matching distribution of approximately $15,000
was made to the General Partner for each distribution. In July 1995, a
distribution of approximately $36,000 was made to pay the limited partners'
income taxes due to the State of North Carolina for income generated by the
Partnership's investment property located in North Carolina and a matching
distribution of approximately $350 was made to the General Partner. Future cash
distributions will depend on the levels of cash generated from operations,
Master Loan interest income, capital expenditure requirements, property sales,
and the availability of cash reserves.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
S-K Reference
Number Description
27 Financial Data Schedule is filed as an
exhibit to this report.
28.1 Consolidated Capital Equity Partners, L.P.,
unaudited financial statements for the
nine months ended September 30, 1995 and
1994.
(b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1995.
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 INSTITUTIONAL
PROPERTIES
By: CONCAP EQUITIES, INC.
General Partner
By:/s/ Carroll D. Vinson
Carroll D. Vinson
President
By:/s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: November 14, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Captial Institutional Properties 1995 Third Quarter 10-Q and is qualified in
its entirety be reference to such 10-Q.
</LEGEND>
<CIK> 0000352983
<NAME> CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,433
<SECURITIES> 5,264
<RECEIVABLES> 92,319
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 6,289
<DEPRECIATION> (1,821)
<TOTAL-ASSETS> 107,662
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 107,243
<TOTAL-LIABILITY-AND-EQUITY> 107,662
<SALES> 0
<TOTAL-REVENUES> 4,517
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,451
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,075
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,075
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,075
<EPS-PRIMARY> 15.29
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
EXHIBIT 28.1
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
EXHIBIT 28.1 (Continued)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
Assets
Cash $ 2,229 $ 3,393
Securities available for sale -- 195
Prepaid expenses and other assets 3,000 1,254
Investments in limited partnerships 1,508 2,508
Investment properties:
Land 10,452 10,831
Building and related personal
equipment 92,882 93,660
103,334 104,491
Less accumulated depreciation (67,149) (63,288)
36,185 41,203
Real estate assets of property
in-substance foreclosed 21,251 20,722
Less accumulated depreciation (1,906) (1,122)
19,345 19,600
$ 62,267 $ 68,153
Liabilities and Partners' Capital (Deficit)
Accounts payable and accrued expenses $ 3,131 $ 2,038
Mortgage notes and interest payable 4,250 4,700
Master loan and interest payable 258,653 238,486
Due to affiliates 51 969
266,085 246,193
Partners' Capital (Deficit)
General partner (2,038) (1,780)
Limited partners (201,780) (176,260)
(203,818) (178,040)
$ 62,267 $ 68,153
</TABLE>
[FN]
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 28.1 (Continued)
b) CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 6,695 $ 5,766 $ 18,824 $ 16,964
Interest and distribution
income on investments 43 34 101 50
Total revenues 6,738 5,800 18,925 17,014
Expenses:
Property operations 4,606 4,277 12,225 11,814
Depreciation and
amortization 1,655 1,589 4,862 4,568
Interest 7,655 6,945 22,985 20,629
Administrative 169 261 843 650
Write-down of investment
properties and investment
in limited partnerships 3,814 -- 3,814 --
Total expenses 17,899 13,072 44,729 37,661
Loss on disposition of
property (10) -- (19) --
Casualty gain -- -- 45 --
Net loss $(11,171) $(7,272) $(25,778) $(20,647)
Net loss allocated
to general partner (1%) $ (112) $ (73) $ (258) $ (206)
Net loss allocated
to limited partners (99%) (11,059) (7,199) (25,520) (20,441)
$(11,171) $(7,272) $(25,778) $(20,647)
</TABLE>
[FN]
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 28.1 (Continued)
c) CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
For the Nine Months Ended September 30, 1995 and 1994
(in thousands)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
<S> <C> <C> <C>
Partners' deficit at
December 31, 1993 $ (1,507) $(149,178) $(150,685)
Net loss for the nine months
ended September 30, 1994 (206) (20,441) (20,647)
Partners' deficit at
September 30, 1994 $ (1,713) $(169,619) $(171,332)
Partners' deficit at
December 31, 1994 $ (1,780) $(176,260) $(178,040)
Net loss for the nine months
ended September 30, 1995 (258) (25,520) (25,778)
Partners' deficit at
September 30, 1995 $ (2,038) $(201,780) $(203,818)
</TABLE>
[FN]
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 28.1 (Continued)
d) CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(25,778) $(20,647)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 4,862 4,568
Loss on disposition of property 19 --
Write-down of investment properties and
investment in limited partnerships 3,814 --
Casualty gain (45) --
Change in accounts:
Prepaid expenses and other assets (1,817) (247)
Accounts payable and accrued expenses 1,151 428
Interest on master loan 20,167 18,606
Due to affiliates (918) 230
Interest payable 11 --
Net cash provided by operating
activities 1,466 2,938
Cash flows from investing activities:
Property improvements and replacements (2,365) (1,736)
Proceeds from sale of real estate -- 130
Proceeds from sale of securities available
for sale 195 --
Purchase of securities available for sale -- (195)
Net cash used in investing
activities (2,170) (1,801)
Cash flows used in financing activities:
Advances on Master Loan -- 40
Payments on notes payable (460) (480)
Net cash used in financing
activities (460) (440)
Net (decrease) increase in cash (1,164) 697
Cash at beginning of period 3,393 2,429
Cash at end of period $ 2,229 $ 3,126
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 3,721 $ 1,837
</TABLE>
[FN]
See Accompanying Notes to Consolidated Financial Statements
e) CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the General Partner, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 1995, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1995.
Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation.
Consolidation
Consolidated Capital Equity Partners, L.P. ("Partnership") owns a 75%
interest in a limited partnership ("Western Can, Ltd.") which owns 444 De Haro,
an office building in San Francisco, California. The Partnership's investment
in Western Can, Ltd. is consolidated in the Partnership's financial statements.
No minority interest liability has been reflected for the 25% minority interest
because Western Can, Ltd. has a net capital deficit and no minority liability
exists with respect to the Partnership.
The assets and liabilities at September 30, 1995, and December 31, 1994, and
operations for the nine months ended September 30, 1995 and 1994, of Carlton
House are consolidated in the Partnership's financial statements pursuant to
accounting guidelines regarding notes receivable in-substance foreclosed.
Investments in Limited Partnerships
The investments in limited partnerships represent certain interest in three
affiliated limited partnerships that were contributed by EP's general partners
to the Partnership. These investments are stated at the lower of estimated fair
value of the interests at the time of contribution to the Partnership or the
current estimated fair value of the interests. The Partnership wrote this
investment down $1 million to its estimated fair value during the third quarter
of 1995.
Accounting Change - Investments
In March 1995, the Financial Accounting Standards Board ("FASB") issued
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
recognized for 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. Statement 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. The Partnership adopted Statement 121 at September 30, 1995.
Note B - Related Party Transactions
The Partnership paid property management fees based upon collected gross
rental revenues for property management services in each of the nine month
periods ended September 30, 1995 and 1994. For the nine months ended September
30, 1994, a portion of such property management fees were paid to the property
management companies performing day-to-day property management services and a
portion was paid to Partnership Services, Inc. ("PSI") for advisory services
related to day-to-day property operations. Coventry Properties, Inc.
("Coventry"), an affiliate of the General Partner, provided day-to-day property
management responsibilities for four of the Partnership's properties under the
same management fee arrangement as the unaffiliated management companies. In
late December 1994, an affiliate of Insignia Financial Group, Inc. ("Insignia")
assumed day-to-day property management responsibilities for all of the
Partnership's properties. Fees paid to affiliates of Insignia during the nine
months ended September 30, 1995, and fees paid to Coventry and PSI for the nine
months ended September 30, 1994, are reflected in the following table.
Also, the Partnership is subject to an Investment Advisory Agreement between
the Partnership and an affiliate of ConCap Holdings, Inc. ("CHI"). This
agreement provides for an annual fee, payable in monthly installments, to an
affiliate of CHI for advising and consulting services for the Partnership's
properties. Advisory fees paid pursuant to this agreement are reflected in the
following table:
For the Nine Months Ended
September 30,
1995 1994
(in thousands)
Property management fees $966 $326
Investment advisory fees 199 193
Lease commissions 186 70
Property management fees increased for the nine months ended September 30,
1995, compared to the nine months ended September 30, 1994, due to the fact that
all but four of the Partnership's investment properties were managed by
unaffiliated management companies during the nine months ended September 30,
1994. All of the Partnership's investment properties were managed by an
affiliate of Insignia during the nine months ended September 30, 1995.
The Partnership Agreement ("Agreement") also provides for reimbursement to
the General Partner and its affiliates for costs incurred in connection with the
administration of Partnership activities. The General Partner and its current
and former affiliates, which includes Coventry, received reimbursements for the
nine months ended September 30, 1995 and 1994, as reflected in the following
table:
For the Nine Months Ended
September 30,
1995 1994
(in thousands)
Reimbursement for services of affiliates $362 $227
Note B - Related Party Transactions (continued)
Reimbursements for services of affiliates increased during the nine months
ended September 30, 1995, compared to the nine months ended September 30, 1994,
due to increased expense reimbursements related to the combined efforts of the
Dallas and Greenville offices during the transition period that ended June 30,
1995. These increased costs related to the transition efforts which were
incurred to minimize any disruption in the year-end reporting function including
the financial reporting and K-1 preparation and distribution. Administrative
expenses began decreasing in the third quarter of 1995 as the transition efforts
are now complete.
In addition to the compensation and reimbursements described above, interest
payments are made to and loan advances are received from Consolidated Capital
Institutional Properties ("CCIP") pursuant to the Master Loan Agreement, which
is described more fully in the 1994 Annual Report. Such interest payments
totalled approximately $2.5 million and approximately $1.5 million for the nine
months ended September 30, 1995 and 1994, respectively. The Partnership
received advances under the Master Loan Agreement totalling $40,000 in February
1994. (See further discussion in Note C). No advances under the Master Loan
Agreement were made during the nine months ended September 30, 1995.
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.
Note C - Master Loan and Accrued Interest Payable
The Master Loan principal and accrued interest payable balances at September
30, 1995, and December 31, 1994, are $258.7 million and $238.5 million,
respectively.
Terms of Master Loan Agreement
Under the terms of the Master Loan Agreement, interest accrues at a
fluctuating rate per annum adjusted annually on July 15 by the percentage change
in the U.S. Department of Commerce Implicit Price Deflator for the Gross
National Product subject to an interest rate ceiling of 12.5%. The interest
rates for each of the three and nine month periods ended September 30, 1995 and
1994 was 12.5%. Interest payments are currently payable quarterly in an amount
equal to "Excess Cash Flow", generally defined in the Master Loan Agreement as
net cash flow from operations after third-party debt service. If such Excess
Cash Flow payments are less than the current accrued interest during the
quarterly period, the unpaid interest is added to principal, compounded
annually, and is payable at the loan's maturity. If such Excess Cash Flow
payments are greater than the currently payable interest, the excess amount is
applied to the principal balance of the loan. Any net proceeds from sale or
refinancing of any of the Partnership's properties are paid to CCIP under the
terms of the Master Loan Agreement. The Master Loan Agreement matures in
November 2000.
Note C - Master Loan and Accrued Interest Payable - continued
Effective January 1, 1993, the Partnership and CCIP amended the Master Loan
Agreement to stipulate that Excess Cash Flow would be computed net of capital
improvements. Such expenditures were formerly funded from advances on the
Master Loan from CCIP to the Partnership. This amendment and change in the
definition of Excess Cash Flow has had the effect of reducing Master Loan
payments to CCIP by the amount of the Partnership's capital expenditures since
such amounts were previously excluded from Excess Cash Flow. The amendment will
have no effect on the computation of interest expense on the Master Loan for the
Partnership.
In February 1994, the Partnership advanced approximately $589,000 to New
Carlton House Partners ("NCHP"), as an advance on the note receivable ("Carlton
House Note") secured by a deed of trust on the Carlton House Apartment and
Office Building ("Carlton House"), to pay Carlton House's 1994 property taxes.
In February 1994, CCIP advanced $40,000 to the Partnership as an advance on the
Master Loan. CCEP then advanced $40,000 to NCHP as an advance on the Carlton
House Note to pay the remaining balance of 1993 property taxes. The notes
payable are all nonrecourse, collateralized by deeds of trust on the real
property. The notes payable bear interest at rates ranging from 8.0% to 10.5%
per annum and mature between 1998 and 2007.
Note D - Note Receivable Deemed In-Substance Foreclosed
The Partnership holds the Carlton House Note which is secured by a deed of
trust on Carlton House with a scheduled maturity in 1995. According to the note
terms, interest accrues at 10% and compounds monthly on principal plus accrued
but unpaid interest. The note receivable has been in default since 1991. As
described more fully in the 1994 audited financial statements, the required debt
service payments were reduced to only the amount of net cash flow from the
Carlton House. In 1995 and 1994 no interest income was recognized as no cash
related to the note receivable was received by the Partnership.
As more fully described in the 1994 audited financial statements, the Carlton
House Note is deemed in-substance foreclosed. Summarized below are the assets,
liabilities, partner's equity and the results of operations of the Carlton House
that are included in the Partnership's financial statements for the nine months
ended September 30, 1995 and 1994, prepared on the same basis as the
Partnership's financial statements. Any intercompany balances between the
Partnership and the Carlton House have been eliminated in the Partnership's
consolidated financial statements and the summarized financial statements set
forth below:
September 30, December 31,
1995 1994
Assets (in thousands)
Cash and cash equivalents $ 1,086 $ 1,519
Securities available for sale -- 195
Prepaid expenses and other assets 644 103
Real estate:
Land 3,805 3,805
Building and improvements 17,446 16,917
21,251 20,722
Less accumulated depreciation (1,906) (1,122)
19,345 19,600
Total assets $ 21,075 $ 21,417
Note D - Note Receivable Deemed In-Substance Foreclosed - continued
September 30, December 31,
1995 1994
(in thousands)
Liabilities and Partners' Deficit
Master loan and interest payable $ 17 $ 16
Due to affiliates 763 763
Other liabilities 578 467
Total liabilities 1,358 1,246
Partners' equity 19,717 20,171
Total liabilities and partners' equity $ 21,075 $ 21,417
For the Nine Months Ended
September 30,
1995 1994
(in thousands)
Revenues:
Rental revenue $ 4,502 $ 3,498
Interest income on investments 22 --
Total revenues 4,524 3,498
Expenses:
Property operations 3,358 3,136
Depreciation and amortization 791 672
Interest 731 3
Administrative 98 25
Total expenses 4,978 3,836
Net income (loss) $ (454) $ (338)
Note E - Accounting for the Impairment of Long-Lived Assets
At September 30, 1995, the Partnership adopted FASB Statement 121. Estimated
fair value of the investment properties was determined using net operating
income of the property capitalized at a rate deemed reasonable for the type of
property, adjusted for market conditions, physical condition of the property and
other factors to assess whether any permanent impairment in value has occurred.
Estimated fair value of the investments in limited partnerships was determined
using the estimated value of the limited partnership units in each partnership
and the estimated future distributions. As a result of the Partnership's
continuing evaluation of its investments, an impairment loss of approximately
$3.8 million was recorded based on the individual property's operating results
and expected cash flows and the estimated value of the limited partnership units
owned by the Partnership.
