FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
(Amended by Exch. Act Rel. No. 312905, eff. 4/26/93.)
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 (864) 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
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
June 30, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 10,922 $ 8,691
Receivables and deposits 689 984
Restricted escrows 127 66
Other assets 1,003 383
Interest receivable on Master Loan 1,544 604
Investment in Master Loan 88,784 91,265
Less: allowance for impairment loss (17,417) (40,686)
71,367 50,579
Investment properties:
Land 3,620 3,620
Building and related personal property 33,556 31,715
37,176 35,335
Less accumulated depreciation (6,108) (5,014)
31,068 30,321
$116,720 $ 91,628
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 101 $ 164
Tenant security deposit liabilities 432 356
Accrued property taxes 33 --
Other liabilities 443 504
Mortgage note payable 4,422 4,448
5,431 5,472
Partners' (Deficit) Capital
General Partner (113) (364)
Limited Partners (199,052 units issued
and outstanding at June 30, 1998, and
December 31, 1997) 111,402 86,520
111,289 86,156
$116,720 $ 91,628
Note: The balance sheet at December 31, 1997, has been derived from the audited
financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Financial Statements
b)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 2,360 $ 1,881 $ 4,541 $ 3,707
Interest income on investment
in Master Loan to affiliate 1,544 558 3,184 1,420
Reduction of provision for
impairment loss 23,269 -- 23,269 --
Interest income 66 104 155 231
Other income 184 138 312 291
Total revenues 27,423 2,681 31,461 5,649
Expenses:
Operating 1,224 1,192 2,624 2,570
Depreciation 558 459 1,102 854
General and administrative 176 126 307 214
Property taxes 150 140 337 280
Interest 80 82 160 163
Total expenses 2,188 1,999 4,530 4,081
Net income $25,235 $ 682 $26,931 $ 1,568
Net income allocated
to general partner (1%) $ 252 $ 7 $ 269 16
Net income allocated
to limited partners (99%) 24,983 675 26,662 1,552
$25,235 $ 682 $26,931 $ 1,568
Net income per Limited
Partnership Unit $125.51 $ 3.39 $133.94 $ 7.80
See Accompanying Notes to Financial Statements
c)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 200,342 $ 1 $200,342 $200,343
Partners' (deficit) capital at
December 31, 1996 199,052 $ (380) $ 84,968 $ 84,588
Distributions -- (20) (1,979) (1,999)
Net income for the six months
ended June 30, 1997 -- 16 1,552 1,568
Partners' (deficit) capital at
June 30, 1997 199,052 $ (384) $ 84,541 $ 84,157
Partners' (deficit) capital at
December 31, 1997 199,052 $ (364) $ 86,520 $ 86,156
Distributions -- (18) (1,780) (1,798)
Net income for the six months
ended June 30, 1998 -- 269 26,662 26,931
Partners' (deficit) capital at
June 30, 1998 199,052 $ (113) $111,402 $111,289
See Accompanying Notes to Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 26,931 $ 1,568
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,130 866
Casualty loss 14 --
Reduction of provision for impairment loss (23,269) --
Change in accounts:
Receivables and deposits 295 444
Other assets (388) (317)
Interest receivable on Master Loan (940) (558)
Accounts payable (63) (1,076)
Tenant security deposit liabilities 76 4
Accrued property taxes 33 33
Other liabilities (61) (42)
Net cash provided by
operating activities 3,758 922
Cash flows from investing activities:
Net deposits to restricted escrows (61) (2)
Property improvements and replacements (1,863) (4,554)
Lease commissions paid (260) (101)
Proceeds from sale of securities available
for sale -- 3
Principal receipts on Master Loan 2,481 1,590
Net cash provided by (used in)
investing activities 297 (3,064)
Cash flows from financing activities:
Distributions to partners (1,798) (1,999)
Payments on notes payable (26) (24)
Net cash used in financing activities (1,824) (2,023)
Net increase (decrease) in cash and cash equivalents 2,231 (4,165)
Cash and cash equivalents at beginning of period 8,691 12,348
Cash and cash equivalents at end of period $ 10,922 $ 8,183
Supplemental disclosure of cash flow information:
Cash paid for interest $ 154 $ 156
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
e)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Consolidated
Capital Institutional Properties (the "Partnership") 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 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 and
six month periods ended June 30, 1998, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the annual report on Form 10-K for the year ended
December 31, 1997 for the Partnership.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - RELATED PARTY TRANSACTIONS
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 General Partner is wholly-owned by Insignia Properties Trust ("IPT"), an
affiliate of Insignia Financial Group, Inc. ("Insignia"). The Partnership paid
property management fees based upon collected gross rental revenues for property
management services as noted below for the six month periods ended June 30, 1998
and 1997. 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 affiliates received reimbursements as reflected in the following
table:
Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees (included in operating expenses) $239 $205
Reimbursement for services of affiliates
(included in operating, general and administrative
expenses, other assets and investment properties) (1) 172 235
(1) Included in "Reimbursement for services of affiliates" for the six months
ended June 30, 1998 and 1997 is approximately $32,000 and $128,000,
respectively, in reimbursements for construction oversight costs. In addition,
approximately $1,000 of lease commissions are included for the six months ended
June 30, 1998.
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 which 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.
On July 30, 1998, an affiliate of Insignia commenced tender offers for limited
partnership interests in five real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 50,000 of the outstanding units of limited
partnership interest in the Partnership, at $415 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 30, 1998 (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 July 30, 1998. 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 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, as a result of the Purchaser's
affiliation with various Insignia affiliates, the manner in which the Purchaser
votes its limited partner interests in the Partnership may not always be
consistent with the best interests of the other limited partners.
On October 30, 1997, an affiliate of Insignia commenced tender offers for
limited partnership interests in two real estate limited partnerships (including
the Partnership) in which various Insignia affiliates act as general partner.
The Purchaser offered to purchase up to 45,000 of the outstanding units of
limited partnership interest in the Partnership, at $400 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 30, 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 October 30, 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 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, as a result of the Purchaser's
affiliation with various Insignia affiliates, the manner in which the Purchaser
votes its limited partner interests in the Partnership may not
always be consistent with the best interests of the other limited partners.
During December 1997 an affiliate of Insignia tendered 27,330 units related to
the tender offer mentioned above. In February 1998 an affiliate of Insignia
tendered an additional 1570.5 units as a result of this tender offer.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
NOTE C - NET INVESTMENT IN MASTER LOAN
The Partnership was formed for the benefit of its limited partners to lend funds
to Consolidated Capital Equity Partners ("CCEP"), a California general
partnership. The Partnership loaned funds to CCEP subject to a nonrecourse note
with a participation interest (the "Master Loan"). At June 30, 1998, the
recorded investment in the Master Loan was considered to be impaired under
Statement of Financial Accounting Standard No. 114 ("SFAS 114"), Accounting by
Creditors for Impairment of a Loan. The Partnership measures the impairment of
the loan based upon the fair value of the collateral due to the fact that
repayment of the loan is expected to be provided solely by the collateral. For
the six months ended June 30, 1998, the Partnership recorded approximately
$23,269,000 in income based upon an increase in the fair value of the
collateral. For the six months ended June 30, 1998 and 1997, the Partnership
recorded approximately $3,184,000 and $1,420,000, respectively, of interest
income based upon cash generated as a result of improved operations at the
properties which secure the loan.
The fair value of the collateral properties was determined using the net
operating income of the collateral properties capitalized at a rate deemed
reasonable for the type of property adjusted for market conditions, the physical
condition of the property and other factors. This methodology has not changed
from that used in prior calculations performed by the General Partner in
determining the fair value of the collateral properties. The approximate
$23,269,000 reduction in the provision for impairment loss that was recognized
during the three months ended June 30, 1998 is attributed to an increase in the
net realizable value of the collateral properties. The General Partner evaluates
the net realizable value on a semi-annual basis. The General Partner has seen a
consistent increase in the net realizable value of the collateral properties,
taken as a whole, over the past two years. The increase is deemed to be
attributable to major capital improvement projects and the strong effort to
complete deferred maintenance items that have been ongoing over the past few
years at the various properties. This has enabled the properties to increase
their respective occupancy levels or in some cases to maintain the properties'
high occupancy levels. The vast majority of this work was funded by cashflow
from the collateral properties themselves as no amounts have been borrowed on
the master loan or from other sources in the past few years. Based upon the
consistent increase in net realizable value of the collateral properties the
General Partner determined the increase to be permanent in nature and
accordingly reduced the allowance for impairment loss on the master loan
during the six months ended June 30, 1998.
Interest, calculated on the accrual basis, due to the Partnership pursuant to
the terms of the Master Loan Agreement, but not recognized in the income
statements due to the impairment of the loan, totaled approximately $18,325,000
and $16,468,000 for the six months ended June 30, 1998 and 1997, respectively.
Interest income is recognized on the cash basis as allowed under SFAS 114. At
June 30, 1998, and December 31, 1997, such cumulative unrecognized interest
totaling approximately $212,941,000 and $197,800,000 was not included in the
balance of the investment in Master Loan. In addition, six of the properties
are collateralized by first mortgages totaling approximately $22,996,000 which
are superior to the Master Loan. Accordingly this fact has been taken into
consideration in determining the fair value of the Master Loan.
During the six months ended June 30, 1998, the Partnership made no advances to
CCEP as an advance on the Master Loan.
During the six months ended June 30, 1998, the Partnership received
approximately $2,481,000 as principal payments on the Master Loan. Cash
received on certain investments by CCEP, which are required to be transferred to
the Partnership per the Master Loan Agreement, accounted for approximately
$79,000. Approximately $296,000 received was due to an excess cash flow payment
received from CCEP as stipulated by the Master Loan Agreement. Approximately
$2,106,000 received was due to the sale of Northlake Quadrangle. Such proceeds
are required to be transferred to the Partnership per the Master Loan Agreement.
Approximately $2,244,000 of interest payments were also made during the six
months ended June 30, 1998.
NOTE D - 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
tenant security deposits, totaling approximately $11,352,000, were greater than
the reserve requirement of approximately $7,261,000 at June 30, 1998.
NOTE E - SUBSEQUENT EVENT
In July 1998, the Partnership sold approximately 55,000 square feet of land
(5.33% of the total land) at The Loft Apartments. The land was situated to the
side of the property. This resulted in a net gain of approximately $19,000 on
the sale.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Partnership's investment properties consist of two properties, The Loft and
The Sterling Apartment Homes and Commerce Center ("The Sterling"). The
Sterling is a multiple-use facility which consists of an apartment complex and
commercial space. The following table sets forth the average occupancies of the
properties for the six months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
The Loft Apartments 92% 95%
Raleigh, North Carolina
The Sterling Apartment Homes 92% 84%
The Sterling Commerce Center 79% 69%
Philadelphia, Pennsylvania
The General Partner attributes the increase in occupancy at The Sterling
Apartment Homes to recent renovations completed over the past year and to
changes in demographics. The increase in occupancy at The Sterling Commerce
Center is attributable to recent major capital improvements including exterior
renovations, elevator rehabilitation, and common area renovations. The decrease
in occupancy at The Loft Apartments is due to a declining market and increased
competition in the area.
Results of Operations
The Partnership's net income for the three and six months ended June 30, 1998,
was approximately $25,235,000 and $26,391,000, respectively, compared to net
income of approximately $682,000 and $1,568,000 for the corresponding periods
ended June 30, 1997. The increase in net income is due to an increase in
revenues, partially offset by an increase in expenses. Revenues increased due
to increases in rental income and interest income recorded on the investment in
Master Loan to affiliate and the reduction of provision for impairment loss.
Rental income increased due to an increase in occupancy at The Sterling despite
a decrease in occupancy at The Loft Apartments, as discussed above. As
discussed in "Item 1 - Financial Statements, Note C - Net Investment in Master
Loan", the Partnership recorded interest income of approximately $3,184,000 and
$1,420,000 for June 30, 1998 and 1997, respectively, and recorded a reduction of
allowance for impairment loss of approximately $23,269,000 for June 30, 1998.
The increase in income recognized is due to an increase in the fair value of the
underlying collateral properties as a result of capital improvements and repairs
performed over the last few years, changing market conditions and due to
improved operations at such properties. Contributing to the increase in
expenses was an increase in depreciation expense, general and administrative
expense, and property tax expense. The increase in depreciation is due to the
major capital improvements and renovations to The Sterling over the past year.
The increase in general and administrative expense is due to an increase in
expense reimbursements and professional fees. Property tax expense increased at
The Sterling for the six months ended June 30, 1998, compared to the six months
ended June 30, 1997, due to a reassessment of the property.
In the first quarter of 1998, there was a fire at The Lofts Apartments that was
contained to one unit. The upstairs was completely destroyed and the downstairs
endured water damage. A loss of approximately $14,000 related to this casualty
has been included in operating expense for the six months ended June 30, 1998.
In July 1998, the Partnership sold approximately 55,000 square feet of land
(5.33% of the total land) at the Loft Apartments. The land was situated to the
side of the property. This resulted in a net gain of approximately $19,000 on
the sale.
Included in operating expense for the six months ended June 30, 1998, is
approximately $274,000 of major repairs and maintenance comprised primarily of
expenses related to window coverings and interior building improvements.
Included in operating expense for the six months ended June 30, 1997, is
approximately $289,000 of major repairs and maintenance comprised primarily of
major landscaping, window coverings and exterior and interior building
improvements.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment 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 June 30, 1998, the Partnership had cash and cash equivalents of approximately
$10,922,000 versus approximately $8,183,000 at June 30, 1997. The net increase
in cash and cash equivalents for the six months ended June 30, 1998, is
approximately $2,231,000 compared to a net decrease of approximately $4,165,000
for the six months ended June 30, 1997. Net cash provided by operating
activities for the six months ended June 30, 1998, increased as a result of an
increase in net income from operations, as discussed above along with a decrease
in cash used to pay accounts payable. The decrease in accounts payable for the
six months ended June 30, 1997, resulted from the payment of invoices relating
to the renovations at The Sterling. The decrease in accounts payable for the six
months ended June 30, 1998, results from the timing of the payment of invoices.
Net cash provided by investing activities increased due to an increase in
principal receipts received on the Master Loan and a decrease in property
improvements and replacements, due to the completion of most of the renovations
at The Sterling. Net cash used in financing activities decreased due to a
decrease in distributions to partners.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and 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 approximately $4,422,000 requires monthly principal and
interest payments and requires a balloon payment on December 1, 2005, at which
time the property will either be refinanced or sold. Distributions of
approximately $1,780,000 were made to the limited partners during the six months
ended June 30, 1998. A matching distribution of approximately $18,000 was made
to the General Partner. Included in these amounts are payments to the North
Carolina Department of Revenue for withholding taxes related to income generated
by the Partnership's investment property located in that state. Distributions
of approximately $1,979,000 were made to the limited partners during the six
months ended June 30, 1997. A matching distribution of approximately $20,000
was made to the General Partner. Included in these amounts are payments to the
North Carolina Department of Revenue for withholding taxes related to income
generated by the Partnership's investment property located in that state.
The General Partner is currently in the process of obtaining financing on The
Sterling Apartment Homes and Commerce Center and anticipates completion of the
financing during the second half of 1998. The General Partner anticipates
making a distribution from the proceeds of the financing. However, there can
be no assurance as to whether the General Partner will obtain this financing
as expected.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined by the Partnership Agreement. Reserves, including cash and cash
equivalents and tenant security deposits totaling approximately $11,352,000,
were greater than the reserve requirement of approximately $7,261,000 at June
30, 1998.
CCEP Property Operations
For the six months ended June 30, 1998, CCEP's net loss totaled approximately
$16,537,000 on total revenues of approximately $11,149,000. CCEP recognizes
interest expense on the New Master Loan Agreement obligation according to the
note terms, although payments to the Partnership are required only to the extent
of Excess Cash Flow, as defined therein. During the six months ended June 30,
1998, CCEP's statement of operations includes total interest expense
attributable to the Master Loan of approximately $18,325,000, all but $2,244,000
of which represents interest accrued in excess of required payments. CCEP is
expected to continue to generate operating losses as a result of such interest
accruals and noncash charges for depreciation
During the six months ended June 30, 1998, the Partnership received
approximately $2,481,000 as principal payments on the Master Loan. Cash received
on certain investments by CCEP, which are required to be transferred to the
Partnership per the Master Loan Agreement, accounted for approximately $79,000.
Approximately $296,000 received was due to an "Excess Cash Flow" payment from
CCEP as described above. Approximately $2,106,000 received was due to the sale
of Northlake Quadrangle, as discussed below.
On April 16, 1998, CCEP sold Northlake Quadrangle to an unrelated third party
for a contract price of $2,325,000. The Partnership received net proceeds of
approximately $2,106,000 after payment of closing costs. The proceeds were
remitted to CCIP to pay down the Master Loan.
A loss on disposal of property of approximately $28,000 was the result of a re-
roofing project at Regency Oaks Apartments in June 1998 and is included in
operating expense at June 30, 1998. This loss was the result of the write-off
of the old roof that was not fully depreciated at the time of the write-off.
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 quarterly 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 quarterly 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 1998, a limited partner of the Partnership commenced an arbitration
proceeding against the General Partner claiming that the General Partner had
breached certain contractual and fiduciary duties allegedly owed to the
claimant. The General Partner believes the claim to be without merit and
intends to vigorously defend the claim.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, the plaintiffs have filed an amended complaint. The
General Partner believes the action to be without merit, and intends to
vigorously defend it.
On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners are affiliates of
Insignia filed a complaint in the Superior Court of the State of California,
County of Los Angeles. The action involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia affiliates allegedly manage or control (the "Subject
Partnerships"). The complaint names as defendants Insignia, several Insignia
affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the General Partner. Plaintiffs
allege that they have requested from, but have been denied by each of the
Subject Partnerships, lists of their respective limited partners for the purpose
of making tender offers to purchase up to 4.9% of the limited partner units of
each of the Subject Partnerships. The complaint also alleges that certain of
the defendants made tender offers to purchase limited partner units in many of
the Subject Partnerships, with the alleged result that plaintiffs have been
deprived of the benefits they would have realized from ownership of the
additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the partnership
statutes of the states in which the Subject Partnerships are organized.
Plaintiffs seek compensatory, punitive and treble damages. The Partnership was
only recently served with the complaint and has not yet responded to it. The
General Partner believes the claims to be without merit and intends to
defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner believes that all such other
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
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.
99.1 Consolidated Capital Equity Partners, L.P., unaudited
financial statements for the six months ended June
30, 1998 and 1997.
(b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1998.
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/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President/Director
By:/s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Consolidated Capital Institutional Properties 1998 Second Quarter 10-Q
and is qualified in its entirety by reference to such 10-Q filing.
</LEGEND>
<CIK> 0000352983
<NAME> CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 10,922
<SECURITIES> 0
<RECEIVABLES> 689
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> (37,176)
<DEPRECIATION> (6,108)
<TOTAL-ASSETS> 116,720
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,422
0
0
<COMMON> 0
<OTHER-SE> 111,289
<TOTAL-LIABILITY-AND-EQUITY> 116,720
<SALES> 0
<TOTAL-REVENUES> 31,461
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,530
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,931
<EPS-PRIMARY> 133.94<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
EXHIBIT 99.1
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
June 30, 1998 AND 1997
EXHIBIT 99.1 (Continued)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 2,157 $ 1,439
Receivables and deposits 1,511 1,241
Restricted escrows 589 798
Other assets 1,347 1,550
Investment properties:
Land 9,237 10,217
Building and related personal property 94,071 97,598
103,308 107,815
Less accumulated depreciation (74,610) (75,746)
28,698 32,069
$ 34,302 $ 37,097
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 378 $ 426
Tenant security deposit liabilities 567 620
Accrued property taxes 587 116
Other liabilities 449 513
Mortgage notes 22,996 23,133
Master loan and interest payable 303,383 289,783
328,360 314,591
Partners' Deficit
General partner (2,940) (2,775)
Limited partners (291,118) (274,719)
(294,058) (277,494)
$ 34,302 $ 37,097
Note: The balance sheet at December 31, 1997, has been derived from the audited
financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Financial Statements
b)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 4,928 $ 4,691 $ 9,867 $ 9,369
Interest income 58 25 93 60
Other income 312 292 666 594
Gain on sale of property 523 -- 523 --
Total revenues 5,821 5,008 11,149 10,023
Expenses:
Operating 2,516 2,803 4,901 5,194
General and administrative 155 275 322 527
Depreciation 1,309 1,283 2,638 2,548
Property taxes 314 317 644 642
Interest 9,564 8,629 19,166 17,321
Bad debt (recovery) expense, net (6) -- 15 --
Total expenses 13,852 13,307 27,686 26,232
Net loss $ (8,031) $ (8,299) $(16,537) $(16,209)
Net loss allocated
to general partner (1%) $ (80) $ (83) $ (165) $ (162)
Net loss allocated
to limited partners (99%) (7,951) (8,216) (16,372) (16,047)
$ (8,031) $ (8,299) $(16,537) $(16,209)
See Accompanying Notes to Financial Statements
c)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
For the Six Months Ended June 30, 1998 and 1997
(in thousands)
General Limited
Partners Partners Total
Partners' deficit at
December 31, 1996 $ (2,449) $(242,488) $(244,937)
Net loss for the six months
ended June 30, 1997 (162) (16,047) (16,209)
Partners' deficit at
June 30, 1997 $ (2,611) $(258,535) $(261,146)
Partners' deficit at
December 31, 1997 $ (2,775) $(274,719) $(277,494)
Distributions -- (27) (27)
Net loss for the six months
ended June 30, 1998 (165) (16,372) (16,537)
Partners' deficit at
June 30, 1998 $ (2,940) $(291,118) $(294,058)
See Accompanying Notes to Financial Statements
d)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net loss $(16,537) $(16,209)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 2,752 2,657
Bad debt expense, net 15 --
Gain on sale of property (523) --
Loss on disposal of property 28 --
Change in accounts:
Receivables and deposits (285) (68)
Other assets 34 (82)
Accounts payable (48) (542)
Tenant security deposit liabilities (22) (20)
Accrued property taxes 458 286
Other liabilities (74) 103
Accrued interest on Master Loan 16,081 15,606
Net cash provided by operating activities 1,879 1,731
Cash flows from investing activities:
Property improvements and replacements (850) (892)
Lease commissions paid (54) (176)
Net withdrawals from restricted escrows 209 803
Proceeds from sale of investment property 2,179 --
Distributions from investments in limited partnerships -- 336
Net cash provided by investing activities 1,484 71
Cash flows from financing activities:
Principal payments on Master Loan (2,481) (1,590)
Principal payments on notes payable (137) (128)
Distributions to partners (27) --
Net cash used in financing activities (2,645) (1,718)
Net increase in cash and cash equivalents 718 84
Cash and cash equivalents at beginning of period 1,439 1,961
Cash and cash equivalents at end of period $ 2,157 $ 2,045
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,046 $ 1,673
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
e)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Consolidated
Capital Equity Partners, L.P. ("CCEP") 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 ConCap Holdings, 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 and six month
periods ended June 30, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
Consolidation
CCEP owns a 75% interest in a limited partnership ("Western Can, Ltd.") which
owns 444 De Haro, an office building in San Francisco, California. CCEP's
investment in Western Can, Ltd. is consolidated in CCEP'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 CCEP.
NOTE B - RELATED PARTY TRANSACTIONS
CCEP has no employees and is dependent on the General Partner and its affiliates
for the management and administration of all partnership activities. CCEP paid
property management fees based upon collected gross rental revenues for property
management services in each of the six month periods ended June 30, 1998 and
1997. The Partnership Agreement ("Agreement") also provides for reimbursement
to the General Partner and its affiliates for costs incurred in connection with
the administration of CCEP activities.
Also, CCEP is subject to an Investment Advisory Agreement between CCEP and an
affiliate of the General Partner. This agreement provides for an annual fee,
payable in monthly installments, to an affiliate of the General Partner for
advising and consulting services for CCEP's properties. The following amounts
were paid or accrued to the General Partner and affiliates:
For the Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees $536 $509
Investment advisory fees 87 91
Lease commissions 16 --
Reimbursement for services of affiliates 157 174
NOTE B - RELATED PARTY TRANSACTIONS (CONTINUED)
There are approximately $24,000 and $39,000, respectively, in reimbursements for
construction oversight costs included in investment properties and operating
expense for the six months ended June 30, 1998 and 1997.
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 (the
"Master Loan"), which is described more fully in the 1997 Annual Report.
Approximately $2,244,000 in interest payments were made during the six month
period ended June 30, 1998. No advances were received under the Master Loan
during the six months ended June 30, 1998. Principal payments of approximately
$2,481,000 were made on the Master Loan during the six months ended June 30,
1998.
For the period January 1, 1997 to August 31, 1997, CCEP insured its properties
under a master policy through an agency affiliated with the General Partner with
an 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 which receives payments on these obligations
from the agent. The amount of CCEP'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 June 30,
1998, and December 31, 1997, are approximately $303,383,000 and $289,783,000,
respectively.
Terms of Master Loan Agreement
Under the terms of the Master Loan, 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 six month periods ended June 30, 1998 and 1997, were 12.5%. Payments are
currently payable quarterly in an amount equal to "Excess Cash Flow", generally
defined in the Master Loan as net cash flow from operations after third-party
debt service and capital expenditures. Any unpaid interest is added to
principal, compounded annually, and is payable at the loan's maturity. Any net
proceeds from the sale or refinancing of any of CCEP's properties are paid to
CCIP under the terms of the Master Loan Agreement. The Master Loan Agreement
matures in November 2000.
During the six months ended June 30, 1998, CCEP paid approximately $2,481,000 to
CCIP as principal payments on the Master Loan. Cash received on certain
investments by CCEP, which are required to be transferred to CCIP per the Master
Loan Agreement, accounted for approximately $79,000. Approximately $296,000 was
due to an excess cash flow payment paid to CCIP as stipulated by the Master
Loan. Approximately $2,106,000 received was due to the sale of Northlake
Quadrangle. Such proceeds are required to be transferred to CCIP as per the
Master Loan Agreement, as mentioned above.
NOTE D - GAIN ON SALE OF PROPERTY
On April 16, 1998, CCEP sold Northlake Quadrangle to an unrelated third party
for a contract price of $2,325,000. The Partnership received net proceeds of
approximately $2,106,000 after payment of closing costs. The proceeds were
remitted to CCIP to pay down the Master Loan, as required by the Master Loan
Agreement.
