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, 1999
or
[ ] 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 0-10831
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.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
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
(Unaudited)
(in thousands, except unit data)
June 30, December 31,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 7,515 $ 8,683
Receivables and deposits 1,009 985
Restricted escrows 2,046 1,912
Other assets 1,766 1,243
Investment in Master Loan 88,454 88,578
Less: allowance for impairment loss (17,417) (17,417)
71,037 71,161
Investment properties:
Land 3,564 3,564
Building and related personal property 35,959 34,932
39,523 38,496
Less: accumulated depreciation (8,561) (7,298)
30,962 31,198
$114,335 $115,182
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 245 $ 431
Tenant security deposits liabilities 524 504
Accrued property taxes 33 62
Other liabilities 566 691
Mortgage note payable 27,215 27,360
28,583 29,048
Partners' (Deficit) Capital
General Partner (81) (96)
Limited Partners (199,045.20 units issued and
outstanding at June 30, 1999, and
December 31, 1998) 85,833 86,230
85,752 86,134
$114,335 $115,182
Note:The balance sheet at December 31, 1998, 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 Consolidated 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,
1999 1998 1999 1998
Revenues:
Rental income $ 2,463 $ 2,360 $ 4,919 $ 4,541
Interest income on investment
in Master Loan to affiliate 252 1,544 1,053 3,184
Reduction of provision for
impairment loss -- 23,269 -- 23,269
Interest income 69 81 141 170
Other income 177 169 309 297
Total revenues 2,961 27,423 6,422 31,461
Expenses:
Operating 1,050 1,224 2,208 2,624
Depreciation 689 558 1,263 1,102
General and administrative 181 176 297 307
Property taxes 81 150 224 337
Interest 491 80 962 160
Total expenses 2,492 2,188 4,954 4,530
Net income $ 469 $25,235 $ 1,468 $26,931
Net income allocated
to general partner (1%) $ 5 $ 252 $ 15 $ 269
Net income allocated
to limited partners (99%) 464 24,983 1,453 26,662
$ 469 $25,235 $ 1,468 $26,931
Net income per Limited
Partnership Unit $ 2.33 $125.51 $ 7.30 $133.94
Distributions per Limited
Partnership Unit $ -- $ -- $ 9.29 $ 8.94
See Accompanying Notes to Consolidated 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, 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
Partners' (deficit) capital at
December 31, 1998 199,045.2 $ (96) $ 86,230 $ 86,134
Distributions -- -- (1,850) (1,850)
Net income for the six months
ended June 30, 1999 -- 15 1,453 1,468
Partners' (deficit) capital at
June 30, 1999 199,045.2 $ (81) $ 85,833 $ 85,752
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 1,468 $ 26,931
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,327 1,130
Casualty loss -- 14
Reduction of provision for impairment loss -- (23,269)
Change in accounts:
Receivables and deposits (24) 295
Other assets (505) (388)
Interest receivable on Master Loan -- (940)
Accounts payable (186) (63)
Tenant security deposit liabilities 20 76
Accrued property taxes (29) 33
Other liabilities (125) (61)
Net cash provided by
operating activities 1,946 3,758
Cash flows from investing activities:
Net deposits to restricted escrows (134) (61)
Property improvements and replacements (1,027) (1,863)
Lease commissions paid (74) (260)
Principal receipts on Master Loan 124 2,481
Net cash (used in) provided by
investing activities (1,111) 297
Cash flows from financing activities:
Distributions to partners (1,850) (1,798)
Payments on notes payable (145) (26)
Loan costs paid (8) --
Net cash used in financing activities (2,003) (1,824)
Net (decrease) increase in cash and cash equivalents (1,168) 2,231
Cash and cash equivalents at beginning of period 8,683 8,691
Cash and cash equivalents at end of period $ 7,515 $ 10,922
Supplemental disclosure of cash flow information:
Cash paid for interest $ 933 $ 154
See Accompanying Notes to Consolidated Financial Statements
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" or "Registrant") 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, 1999, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1999. 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, 1998, for the Partnership.
Principles of Consolidation: The Partnership's financial statements include the
accounts of Kennedy Boulevard Associates, I, L.P., a Pennsylvania Limited
Partnership ("KBA-I, L.P."), Kennedy Boulevard Associates II, L.P. a
Pennsylvania Limited Partnership ("KBA-II, L.P."), Kennedy Boulevard Associates
III, L.P. a Pennsylvania Limited Partnership ("KBA-III, L.P."), Kennedy
Boulevard Associates IV, L.P. a Pennsylvania Limited Partnership ("KBA-IV,
L.P.") and Kennedy Boulevard GP I, a Pennsylvania Partnership. The general
partners of each of the affiliated limited and general partnerships are Limited
Liability Companies of which the Partnership is the sole member. The Limited
Partners of each of the affiliated limited and general partnerships are either
the Partnership or a Limited Liability Company of which the Partnership is the
sole member. Therefore, the Partnership owns 100% of and controls the
affiliated limited and general partnerships. KBA-I, L.P. holds title to The
Sterling Apartment Home and Commerce Center ("Sterling").
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
will have a material effect on the affairs and operations of the Partnership.
NOTE C - 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 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 following payments were made to the General
Partner and affiliates during the six months ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $266 $239
Reimbursement for services of affiliates (included in
operating, general and administrative expenses, other
assets and investment properties) 126 172
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner, were entitled to receive 5% of gross receipts from both of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $266,000 and $239,000 for the
six months ended June 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $126,000 and $172,000 for the
six months ended June 30, 1999 and 1998, respectively. Included in these
expenses is approximately $19,000 and $32,000 in reimbursements for construction
oversight costs for the six months ended June 30, 1999 and 1998, respectively,
and approximately $4,000 of lease commissions for the six months June 30, 1998.
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 48,977.06 (24.61% of the total
outstanding units) units of limited partnership in the Partnership for a
purchase price of $424 per unit. The offer expired on July 14, 1999. Pursuant
to the offer, AIMCO Properties, L.P. acquired 3,736.20 units. As a result,
AIMCO and its affiliates currently own 95,857.60 units of limited partnership
interest in the Partnership representing 48.16% of the total outstanding units.
It is possible that AIMCO or its affiliate 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.
NOTE D - 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, 1999, 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, 1999 and 1998, the Partnership recorded
approximately $1,053,000 and $3,184,000, 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, or by obtaining an appraisal by an
independent third party. 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. During the six months ended June 30, 1998,
a reduction in the provision for impairment loss was recognized for
approximately $23,269,000 due to an increase in the net realizable value of the
collateral properties. There was no change in the provision for impairment loss
for the six months ended June 30, 1999. 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 concerted 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 cash flow
from the collateral properties themselves as no amounts have been borrowed on
the master loan or from other sources in the past few years in order to fund
such improvements. The General Partner attributes the increase in the net
realizable value of the collateral properties securing the Master Loan to the
increase in occupancy and/or average rental rates of such properties. The
increase in occupancy at the properties is attributable to approximately
$8,403,000 of combined capital improvements made at most of the properties for
the three years ended December 31, 1998. These improvements were funded
primarily from property operations and cash flows as the only advances from the
Partnership to CCEP total approximately $367,000 for 1998, 1997 and 1996.
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 $19,108,000
and $18,325,000 for the six months ended June 30, 1999 and 1998, respectively.
Interest income is recognized on the cash basis as allowed under SFAS 114. At
June 30, 1999, and December 31, 1998, such cumulative unrecognized interest
totaling approximately $249,104,000 and $229,995,000 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 $22,709,000 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, 1999, the Partnership made no advances to
CCEP as an advance on the Master Loan.
During the six months ended June 30, 1999, the Partnership received
approximately $124,000 as principal payments on the Master Loan. Such payments
represent cash received on certain investments by CCEP, which are required to be
transferred to the Partnership per the Master Loan Agreement. Approximately
$1,053,000 of interest payments were also made during the six months ended June
30, 1999.
NOTE E - COMMITMENT
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 in the Partnership 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 $8,039,000,
were greater than the reserve requirement of approximately $5,998,000 at June
30, 1999.
NOTE F - 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.
NOTE G - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derived its revenues:
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's property segments consist of one
apartment complex in North Carolina and one multiple use facility consisting of
apartment units and commercial space in Pennsylvania. The Partnership rents
apartment units to tenants for terms that are typically less than twelve months.
The commercial property leases space to various medical offices, various career
services facilities, and a credit union at terms ranging from two months to
fifteen years.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segments are investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the six months ended June 30, 1999 and 1998 is shown in
the tables below (in thousands). The "Other" column includes Partnership
administration related items and income and expense not allocated to reportable
segments.
1999 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $ 4,240 $ 679 $ -- $ 4,919
Interest income 15 2 124 141
Other income 240 69 -- 309
Interest income on investment in
Master Loan -- -- 1,053 1,053
Interest expense 844 118 -- 962
Depreciation 1,228 35 -- 1,263
General and administrative expense -- -- 297 297
Segment profit 413 175 880 1,468
Total assets 34,663 1,638 78,034 114,335
Capital expenditures for
investment properties 1,012 15 -- 1,027
1998 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $3,830 $ 711 $ -- $ 4,541
Interest income 12 2 156 170
Other income 220 77 -- 297
Interest income on investment
in Master Loan -- -- 3,184 3,184
Reduction of provision for
impairment loss -- -- 23,269 23,269
Interest expense 160 -- -- 160
Depreciation 1,080 22 -- 1,102
General and administrative expense -- -- 307 307
Segment profit 379 250 26,302 26,931
Total assets 32,380 1,139 83,201 116,720
Capital expenditures for
investment properties 1,620 243 -- 1,863
NOTE H - LEGAL PROCEEDINGS
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 Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia 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 filed an amended
complaint. The General Partner has filed demurrers to the amended complaint
which were heard during February 1999. No ruling on such demurrers has been
received. The General Partner does not anticipate that costs associated with
this case, if any, will be material to the Partnership's overall operations.
The Partnership is unaware of any other 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 OF FINANCIAL CONDITION
The matters discussed in this Form 10-Q 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-Q 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 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, 1999 and 1998:
Average
Occupancy
1999 1998
Property
The Loft Apartments 96% 92%
Raleigh, North Carolina
The Sterling Apartment Homes 93% 92%
The Sterling Commerce Center 88% 79%
Philadelphia, Pennsylvania
The General Partner attributes the increase in occupancy at The Loft Apartments
to increased marketing and capital improvements to increase the curb appeal of
the property. Also, the property changed the timing of lease expirations. They
now expire during the spring and summer months when there is more rental traffic
at the property rather than during the winter months when traffic is
historically slower. 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.
Results of Operations
The Partnership's net income for the six months ended June 30, 1999 was
approximately $1,468,000 compared to a net income of approximately $26,931,000
for the corresponding period in 1998. The Partnership recorded net income of
approximately $469,000 for the three months ended June 30, 1999 compared to net
income of $25,235,000 for the corresponding period in 1998. The decrease in net
income for the three and six month periods ended June 30, 1999 compared with the
corresponding periods in 1998 was primarily due to the $23,269,000 reduction of
provision for impairment loss recognized in 1998. Excluding the reduction of
provision for impairment loss, the Partnership's net income for the three and
six months ended June 30, 1998 was approximately $1,966,000 and $3,662,000,
respectively. The decrease in total revenues, exclusive of the reduction of
provision for impairment loss, is due to a decline in interest income related to
the Master Loan, which was partially offset by an increase in rental income. The
decrease in interest income related to the Master Loan is a factor of the method
used to recognize income. Income is only recognized to the extent that actual
cash is received. The receipt of cash is dependent on the corresponding cash
flow of the properties, which secure the Master Loan. Cash flow for these
properties was lower for the six months ended June 30, 1999 as a result of
capital expenditures at the properties. The increase in rental income was due
to an increase in occupancy at all three of the Registrant's investment
properties and an increase in the average rental rates at The Loft and The
Sterling Apartment Homes.
The increase in total expenses is primarily attributable to increases in
interest and depreciation expenses, partially offset by decreases in operating
and property tax expenses. Interest expense increased due to the financing of
The Sterling in September 1998. Depreciation expense increased due to major
capital improvements and replacements at The Sterling during 1998 and the first
half of 1999. The decrease in operating expenses was mainly due to the
completion of interior building improvements at The Sterling during the six
months ended June 30, 1998. Also contributing to the decrease in operating
expense is a decrease in insurance expense due to a change in insurance carriers
and a decrease in legal fees which were incurred in the six months ended June
30, 1998 to defend the Partnership's objection of an increase in assessment
values at The Sterling. In addition, there was a fire at The Loft Apartments
during the six months ended June 30, 1998 which was contained in one unit of the
property. The upstairs was completely destroyed and the downstairs endured water
damage. A loss of approximately $14,000 related to this casualty was included
in operating expense for the six months ended June 30, 1998. Property tax
expense decreased due to a payment of prior year taxes being included in the
expense through June 30, 1998. This was a result of the assessed value of The
Sterling increasing as a result of the significant amount of improvements
completed at the property during 1997 and 1998. This assessment increase
affected the 1997 tax year which had already passed and therefore the payment
was reflected in the six month expense of June 30, 1998.
Included in general and administrative expenses for the three and six months
ended June 30, 1999 and 1998 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.
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, 1999, the Partnership had cash and cash equivalents of approximately
$7,515,000 as compared to approximately $10,922,000 at June 30, 1998. Cash and
cash equivalents decreased approximately $1,168,000 for the six months ended
June 30, 1999 from the Partnership's fiscal year end. This decrease was
primarily due to approximately $2,003,000 of net cash used in financing
activities and approximately $1,111,000 of net cash used in investing
activities, which was partially offset by approximately $1,946,000 of net cash
provided by operating activities. Cash used in financing activities consisted
primarily of distributions to partners and, to a lesser extent, payments of
principal made on the mortgages encumbering the Registrant's properties and the
payment of loan costs. Cash used in investing activities consisted of property
improvements and replacements, net deposits to escrow accounts maintained by the
mortgage lender and lease commissions paid, which is partially offset by
principal repayments received on the Master Loan. The Registrant invests its
working capital reserves in a money market account.
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 $8,039,000, were
greater than the reserve requirement of approximately $5,998,000 at June 30,
1999.
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 Registrant and to comply with Federal,
state and local legal and regulatory requirements. Capital improvements planned
for the Registrant's properties are detailed below.
The Loft:
During the six months ended June 30, 1999, the Partnership completed
approximately $47,000 of capital improvements at The Loft, consisting primarily
of flooring replacement, roof and air conditioning repairs, and drapery and
blinds. These improvements were funded from cash flow and replacement reserves.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$152,000 of capital improvements over the next few years. Capital improvements
budgeted for, but not limited to, approximately $132,000 are planned for 1999
which include certain of the required improvements and consist of HVAC
condensing units, carpet and vinyl improvements, landscaping, and roof repairs.
The Sterling:
During the six months ended June 30, 1999, the Partnership expended
approximately $980,000 on capital improvements at The Sterling, consisting
primarily of plumbing and electrical upgrades, new appliances, cabinet and
furniture replacements, interior decorating and other building improvements.
These improvements were funded primarily from cash flow. Based on a report
received from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $4,407,000 of capital
improvements over the next few years. Capital improvements budgeted for, but
not limited to, approximately $3,013,000 are planned for 1999, which include
certain of the required improvements and consist of electrical repairs, plumbing
fixtures, cabinets, and HVAC condensing units.
The additional capital improvements planned for 1999 at the Partnership's
properties will be made only to the extent of cash 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 Registrant'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 $27,215,000 requires monthly payments of principal
and interest and balloon payments of approximately $3,903,000 and $19,975,000 on
December 1, 2005 and October 1, 2008, respectively. The General Partner will
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 may risk losing such properties through foreclosure.
Cash distributions from surplus cash of approximately $1,850,000 were paid to
limited partners ($9.29 per limited partnership unit) during the six months
ended June 30, 1999 and approximately $1,798,000 from operations, of which
$1,780,000 was paid to limited partners ($8.94 per limited partnership unit),
during the six months ended June 30, 1998. Included in the 1998 amounts were
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. Subsequent to the quarter ended June 30, 1999, the General Partner
approved a distribution of approximately $400,000 to be paid to limited partners
from surplus funds ($2.01 per limited partnership unit). The Registrant's
distribution policy will be 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 further distributions to its partners in 1999 or
subsequent periods.
CCEP Property Operations
For the six months ended June 30, 1999, CCEP's net loss totaled approximately
$18,569,000 on total revenues of approximately $10,601,000. 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,
1999, CCEP's statement of operations includes total interest expense
attributable to the Master Loan of approximately $20,161,000, all but $1,053,000
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, 1999, the Partnership received
approximately $124,000 as principal payments on the Master Loan. This amount
was received on certain investments by CCEP, which are required to be
transferred to the Partnership per the Master Loan Agreement.
CCEP's commercial property, 444 Deharo, is under contract for sale. The sale,
which is subject to the purchaser's due diligence and other customary
conditions, is expected to close during the third quarter of 1999. However,
there can be no assurance that the sale will be consummated.
Tender Offer
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase up to 48,977.06 (24.61% of the total
outstanding units) units of limited partnership in the Partnership for a
purchase price of $424 per unit. The offer expired on July 14, 1999. Pursuant
to the offer, AIMCO Properties, L.P. acquired 3,736.20 units. As a result,
AIMCO and its affiliates currently own 95,857.60 units of limited partnership
interest in the Partnership representing 48.16% of the total outstanding units.
It is possible that AIMCO or its affiliate 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.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks associated with its Master Loan to
Affiliate ("Loan"). Receipts (interest income) on the Loan are based upon the
operations and cash flow of the underlying investment properties that
collateralize the Loan. Both the income and expenses of operating the
investment properties are subject to factors outside of the Partnership's
control, such as an oversupply of similar properties resulting from
overbuilding, increases in unemployment or population shifts, reduced
availability of permanent mortgage financing, changes in zoning laws, or changes
in the patterns or needs of users. The investment properties are also
susceptible to the impact of economic and other conditions outside of the
control of the Partnership as well as being affected by current trends in the
market area which they operate. In this regard, the General Partner of the
Partnership closely monitors the performance of the properties collateralizing
the loans. Based upon the fact that the loan is considered impaired under
Statement of Financial Accounting Standard No. 114, Accounting by Creditors for
Impairment of a Loan, interest rate fluctuations do not offset the recognition
of income, as income is only recognized to the extent of cash flow. Therefore,
market risk factors do not offset the Partnership's results of operations as it
relates to the Loan.
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the Partnership's cash and cash equivalents as well as interest paid on its
indebtedness. As a policy, the Partnership does not engage in speculative or
leveraged transactions, nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations.
To mitigate the impact of fluctuations in U.S. interest rates, the Partnership
maintains its debt as fixed rate in nature by borrowing on a long-term basis.
Based on interest rates at June 30, 1999, a 1% increase or decrease in market
interest rates would not have a material impact on the Partnership.
The following table summarizes the Partnership's debt obligations at December
31, 1998. The interest rates represent the weighted-average rates. The fair
value of the debt obligations approximate the recorded value as of December 31,
1998.
Principal Amount by Expected Maturity
Fixed Rate Debt
Long-term Average Interest
Debt Rate 6.86%
(in thousands)
1999 $ 282
2000 297
2001 323
2002 346
2003 371
Thereafter 25,741
Total $ 27,360
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia 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 filed an amended
complaint. The General Partner has filed demurrers to the amended complaint
which were heard during February 1999. No ruling on such demurrers has been
received. The General Partner does not anticipate that costs associated with
this case, if any, will be material to the Partnership's overall operations.
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, 1999 and 1998.
(b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
By: CONCAP EQUITIES, INC.
General Partner,
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: August 12, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Institutional Properties 1999 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-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,515
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 39,523
<DEPRECIATION> 8,561
<TOTAL-ASSETS> 114,335
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,215
0
0
<COMMON> 0
<OTHER-SE> 85,752
<TOTAL-LIABILITY-AND-EQUITY> 114,335
<SALES> 0
<TOTAL-REVENUES> 6,422
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,954
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 962
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,468
<EPS-BASIC> 9.29<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, 1999 and 1998
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,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 3,156 $ 1,992
Receivables and deposits (net of allowance
for doubtful accounts of $96) 1,490 1,282
Restricted escrows 819 759
Other assets 1,408 1,262
Investment properties:
Land 9,237 9,237
Building and related personal property 96,406 95,236
105,643 104,473
Less accumulated depreciation (79,879) (77,251)
25,764 27,222
$ 32,637 $ 32,517
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 568 $ 353
Tenant security deposit liabilities 612 573
Accrued property taxes 557 245
Other liabilities 575 590
Note payable - affiliate 650 --
Mortgage notes 22,709 22,855
Master loan and interest payable 337,672 318,688
363,343 343,304
Partners' Deficit
General partner (3,294) (3,108)
Limited partners (327,412) (307,679)
(330,706) (310,787)
$ 32,637 $ 32,517
Note: The balance sheet at December 31, 1998 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 Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
b)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 4,932 $ 4,934 $ 9,879 $ 9,852
Other income 320 370 722 759
Gain on sale of property -- 523 -- 523
Total revenues 5,252 5,827 10,601 11,134
Expenses:
Operating 2,272 2,516 4,584 4,901
General and administrative 150 155 288 322
Depreciation 1,333 1,309 2,628 2,638
Property taxes 362 314 676 644
Interest 10,484 9,564 20,994 19,166
Total expenses 14,601 13,858 29,170 27,671
Net loss $ (9,349) $ (8,031) $(18,569) $(16,537)
Net loss allocated
to general partner (1%) $ (93) $ (80) $ (186) $ (165)
Net loss allocated
to limited partners (99%) (9,256) (7,951) (18,383) (16,372)
$ (9,349) $ (8,031) $(18,569) $(16,537)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
c)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands)
For the Six Months Ended June 30, 1999 and 1998
General Limited
Partners Partners Total
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)
Partners' deficit at
December 31, 1998 $ (3,108) $(307,679) $(310,787)
Return of capital -- (1,350) (1,350)
Net loss for the six months
ended June 30, 1999 (186) (18,383) (18,569)
Partners' deficit at
June 30, 1999 $ (3,294) $(327,412) $(330,706)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
d)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net loss $(18,569) $(16,537)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 2,736 2,752
Gain on sale of property -- (523)
Loss on disposal of property -- 28
Change in accounts:
Receivables and deposits (208) (270)
Other assets (116) 34
Accounts payable 215 (48)
Tenant security deposit liabilities 39 (22)
Accrued property taxes 312 458
Other liabilities (15) (74)
Accrued interest on Master Loan 19,108 16,081
Net cash provided by operating activities 3,502 1,879
Cash flows from investing activities:
Property improvements and replacements (1,170) (850)
Lease commissions paid (138) (54)
Net (deposits to) receipts from restricted escrows (60) 209
Proceeds from sale of investment property -- 2,179
Net cash (used in) provided by investing
activities (1,368) 1,484
Cash flows from financing activities:
Principal payments on Master Loan (124) (2,481)
Principal payments on notes payable (146) (137)
Distributions to partners -- (27)
Return of capital (1,350) --
Proceeds from note payable to affiliate 650 --
Net cash used in financing activities (970) (2,645)
Net increase in cash and cash equivalents 1,164 718
Cash and cash equivalents at beginning of period 1,992 1,439
Cash and cash equivalents at end of period $ 3,156 $ 2,157
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,845 $ 3,046
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 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, 1999, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998.
Certain classifications have been made to the 1998 information to conform to the
1999 presentation.
Consolidation
As of December 31, 1998, CCEP owned a 75% interest in a limited partnership
("Western Can, Ltd.") which owns 444 De Haro, an office building in San
Francisco, California. No minority interest liability was reflected, as of
December 31, 1998, for the 25% minority interest because Western Can, Ltd. has a
net capital deficit and no minority liability existed with respect to CCEP. In
May 1999 a limited partner in Western Can, Ltd. withdrew in connection with a
settlement with CCEP pursuant to which the partner was paid $1,350,000. This
settlement effectively terminated Western Can Ltd. as CCEP became the sole
limited partner. Accordingly as of May 1999 CCEP completely owns 444 DeHaro.
CCEP's investment in Western Can, Ltd. is consolidated in CCEP's financial
statements.
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
will have a material effect on the affairs and operations of the Partnership.
NOTE C - 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 Partnership Agreement provides for (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates for
services. The following payments were made to the General Partner and
affiliates during the six months ended June 30, 1999 and 1998:
1999 1998
Property management fees (included in
operating expenses) $ 484 $ 536
Investment advisory fees (included in 90 87
general and administrative expense)
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses and
investment properties) 173 197
Note payable to affiliate 650 --
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Partnership's residential properties for providing property management services.
The Partnership paid to such affiliates approximately $484,000 and $468,000 for
the six months ended June 30, 1999 and 1998, respectively. For the six months
ended June 30, 1998, affiliates of the General Partner were entitled to receive
varying percentages of gross receipts from all the Partnership's two commercial
properties for providing property management services. The Partnership paid to
such affiliates approximately $68,000 for the six months ended June 30, 1998.
Effective October 1, 1998 (the effective date of the Insignia Merger), these
services for the commercial properties were provided by an unrelated party.
The Partnership is also subject to an Investment Advisory Agreement between the
Partnership 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
Partnership paid to such affiliates approximately $90,000 and $87,000 for the
six months ended June 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $173,000 and $197,000 for the
six months ended June 30, 1999 and 1998, respectively. Included in these costs
for the six months ended June 30, 1999 and 1998 is approximately $11,000 and
$24,000, respectively, in reimbursements for construction oversight costs and
approximately $16,000 in lease commissions for the six months ended June 30,
1998. There were no lease commissions paid for the six months ended June 30,
1999.
In May 1999, an affiliate of the General Partner loaned the Partnership
$650,000 in order to facilitate the settlement with the 25% limited partner
in Western Can, Ltd. (see "Note A"). In connection with this settlement, the
limited partner in Western Can, Ltd. withdrew from the partnership and, as a
result effectively terminated Western Can, Ltd. as the Partnership became the
sole limited partner. The note payable to the affiliate of the General Partner
is expected to be repaid before the 1999 fiscal year end.
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 1998 annual report. Such
interest payments totaled approximately $1,053,000 and $3,184,000 for the six
months ended June 30, 1999 and 1998, respectively. There were no advances
during the six months ended June 30, 1999 or 1998. During the six months ended
June 30, 1999 CCEP paid approximately $124,000 to CCIP as principal payments on
the Master Loan. This amount was from cash received on certain investments by
CCEP, which are required to be transferred to CCIP as per the Master Loan
Agreement.
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 excess cash flow payments paid to CCIP as stipulated by the Master Loan
Agreement. Approximately $2,106,000 was due to receipt of sales proceeds from
Northlake Quadrangle.
On June 18, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase all of the total outstanding limited
partnership interests in the Partnership for a purchase price of $300 per 1%
limited partnership interest. The offer expired on July 30, 1999. It is
possible that AIMCO or its affiliate 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.
NOTE D - MASTER LOAN AND ACCRUED INTEREST PAYABLE
The Master Loan principal and accrued interest payable balances at June 30, 1999
and December 31, 1998, are approximately $337,672,000 and $318,688,000,
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, 1999 and 1998, 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, 1999, CCEP paid approximately $124,000 to
CCIP as principal payments on the Master Loan. This amount was from cash
received on certain investments by CCEP, which are required to be transferred to
CCIP per the Master Loan Agreement. There were no advances on the Master Loan
for the six months ended June 30, 1999 or 1998.
CCEP's commercial property, 444 Deharo, is under contract for sale. The sale,
which is subject to the purchaser's due diligence and other customary
conditions, is expected to close during the third quarter of 1999. However,
there can be no assurance that the sale will be consummated.
NOTE E - 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.
NOTE F - YEAR 2000 COMPLIANCE
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
NOTE G - LEGAL PROCEEDINGS
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 Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia 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 filed an amended
complaint. The General Partner has filed demurrers to the amended complaint
which were heard during February 1999. No ruling on such demurrers has been
received. The General Partner does not anticipate that costs associated with
this case, if any, will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
