FORM 10-Q-_ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-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 September 30, 1999
[ ] 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 small business issuer 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)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the 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)
September 30 December 31
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 30,721 $ 8,683
Receivables and deposits 927 985
Restricted escrows 561 1,912
Other assets 1,675 1,243
Investment in Master Loan 68,425 88,578
Less: allowance for impairment loss (17,417) (17,417)
51,008 71,161
Investment properties:
Land 3,564 3,564
Building and related personal property 36,684 34,932
40,248 38,496
Less: accumulated depreciation (9,272) (7,298)
30,976 31,198
$115,868 $115,182
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 201 $ 431
Tenant security deposits liabilities 575 504
Accrued property taxes 49 62
Distributions payable 20,375 --
Other liabilities 574 691
Mortgage note payable 27,147 27,360
48,921 29,048
Partners' (Deficit) Capital
General partner (62) (96)
Limited partners (199,045.20 units issued and
outstanding) 67,009 86,230
66,947 86,134
$115,868 $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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 2,470 $ 2,300 $ 7,389 $ 6,841
Interest income on investment in
Master Loan to affiliate 1,691 1,543 2,744 4,727
Reduction of provision for
impairment loss -- -- -- 23,269
Interest income 54 138 195 308
Other income 145 179 454 476
Total revenues 4,360 4,160 10,782 35,621
Expenses:
Operating 936 1,106 3,144 3,730
Depreciation 711 598 1,974 1,700
General and administrative 120 142 417 449
Property taxes 142 146 366 483
Interest 485 106 1,447 266
Total expenses 2,394 2,098 7,348 6,628
Net income $ 1,966 $ 2,062 $ 3,434 $ 28,993
Net income allocated
to general partner (1%) $ 19 $ 21 $ 34 $ 290
Net income allocated
to limited partners (99%) 1,947 2,041 3,400 28,703
$ 1,966 $ 2,062 $ 3,434 $ 28,993
Net income per limited partnership unit $ 9.78 $ 10.26 $ 17.08 $ 144.20
Distributions per limited partnership
unit $104.35 $100.48 $ 113.64 $ 109.42
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) (21,780) (21,798)
Net income for the nine months
ended September 30, 1998 -- 290 28,703 28,993
Partners' (deficit) capital
at September 30, 1998 199,052 $ (92) $ 93,443 $ 93,351
Partners' (deficit) capital at
December 31, 1998 199,045.2 (96) $ 86,230 $ 86,134
Distributions -- -- (22,621) (22,621)
Net income for the nine months
ended September 30, 1999 -- 34 3,400 3,434
Partners' (deficit) capital at
September 30, 1999 199,045.2 $ (62) $ 67,009 $ 66,947
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 3,434 $28,993
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,067 1,747
Casualty loss -- 14
Reduction of provision for impairment loss -- (23,269)
Gain on sale of land -- (19)
Change in accounts:
Receivables and deposits 58 72
Other assets (517) (311)
Interest receivable on Master Loan -- (938)
Accounts payable (230) (28)
Tenant security deposit liabilities 71 127
Accrued property taxes (13) 46
Other liabilities (117) (72)
Net cash provided by operating activities 4,753 6,362
Cash flows from investing activities:
Receipts from (net deposits) to restricted escrows 1,351 (1,860)
Property improvements and replacements (1,752) (2,613)
Lease commissions paid -- (259)
Proceeds from sale of land -- 75
Principal receipts on Master Loan 20,153 2,481
Net cash provided by (used in) investing activities 19,752 (2,176)
Cash flows from financing activities:
Distributions to partners (2,246) (21,798)
Proceeds from mortgage note payable -- 23,000
Payments on notes payable (213) (39)
Loan costs paid (8) (279)
Net cash (used in) provided by financing activities (2,467) 884
Net increase in cash and cash equivalents 22,038 5,070
Cash and cash equivalents at beginning of period 8,683 8,691
Cash and cash equivalents at end of period $ 30,721 $ 13,761
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,404 $ 257
Supplemental disclosure of non-cash activity:
As of September 30, 1999, distributions payable was adjusted by approximately
$20,375,000 relating to non-cash activity.
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 nine month periods ended September 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 Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
Principles of Consolidation
The Partnership's financial statements include the accounts of Kennedy Boulevard
Associates I, L.P. ("KBA-I, L.P."), Kennedy Boulevard Associates II, L.P. ("KBA-
II, L.P."), Kennedy Boulevard Associates III, L.P. ("KBA-III, L.P."), Kennedy
Boulevard Associates IV, L.P. ("KBA-IV, L.P."), which are all Pennsylvania
Limited Partnerships, 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 nine months ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $ 395 $ 362
Reimbursement for services of affiliates (included in
operating, and general and administrative expenses, other
assets and investment properties) 187 337
During the nine months ended September 30, 1999 and 1998, affiliates of the
General Partner were entitled to receive 5% of gross receipts from the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $395,000 and $362,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $187,000 and $337,000 for the
nine months ended September 30, 1999 and 1998, respectively. Included in these
expenses is approximately $20,000 and $33,000 in reimbursements for construction
oversight costs for the nine months ended September 30, 1999 and 1998,
respectively. In addition, approximately $66,000 of lease commissions and
approximately $35,000 in loan financing costs were paid to an affiliate of the
General Partner for the nine months September 30, 1998. No such costs were
incurred for the nine months ended September 30, 1999.
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 units of limited
partnership interest in the Partnership (approximately 24.61% of the total
outstanding units) 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 96,887.20 units of
limited partnership interest in the Partnership representing approximately
48.68% 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. (See "Note H - Legal Proceedings").
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 September 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 nine months ended September 30, 1999 and 1998, the Partnership recorded
approximately $2,744,000 and $4,727,000, 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 nine months ended September 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 nine months ended September 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. For the nine months ended September
30, 1999, approximately $2,092,000 of capital improvements have been completed
at the collateral properties. These improvements have been 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. During
the nine months ended September 30, 1999, the Partnership made no advances to
CCEP as an advance on the Master Loan.
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 nine months ended September 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 $27,471,000
and $27,356,000 for the nine months ended September 30, 1999 and 1998,
respectively. Interest income is recognized on the cash basis as allowed under
SFAS 114. At September 30, 1999, and December 31, 1998, such cumulative
unrecognized interest totaling approximately $257,467,000 and $229,995,000 was
not included in the balance of the investment in Master Loan. In addition, nine
of the properties are collateralized by first mortgages totaling approximately
$22,632,000 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 nine months ended September 30, 1999, the Partnership received
approximately $20,153,000 as principal payments on the Master Loan.
Approximately $153,000 of these payments represent cash received on certain
investments by CCEP, which are required to be transferred to the Partnership per
the Master Loan Agreement. In addition, approximately $20,000,000 represents
part of the approximately $21,900,000 in net proceeds from the sale of 444
DeHaro. The remaining net proceeds will be paid to CCIP during the fourth
quarter of 1999. Approximately $2,744,000 of interest payments were also made
during the nine months ended September 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
$31,287,000, were greater than the reserve requirement of approximately
$4,959,000 at September 30, 1999. At September 30, 1999 the Partnership had
declared a distribution payable of approximately $20,375,000. This distribution
was subsequently paid during October 1999, thereby reducing the reserve amount
noted above to approximately $10,912,000.
NOTE F - SALE OF LAND
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 derives its revenues:
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment 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 twelve
months or less. 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
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 nine months ended September 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
the reportable segment.
1999 Residential Commercial Other Totals
Rental income $ 6,325 $ 1,064 $ -- $ 7,389
Interest income 20 4 171 195
Other income 343 111 -- 454
Interest income on investment in
Master Loan -- -- 2,744 2,744
Interest expense 1,290 157 -- 1,447
Depreciation 1,912 62 -- 1,974
General and administrative
expense -- -- 417 417
Segment profit 569 367 2,498 3,434
Total assets 34,718 1,860 79,290 115,868
Capital expenditures for
investment properties 1,716 36 -- 1,752
1998 Residential Commercial Other Totals
Rental income $ 5,795 $ 1,046 $ -- $ 6,841
Interest income 20 4 284 308
Other income 358 118 -- 476
Interest income on investment
in Master Loan -- -- 4,727 4,727
Reduction of provision for
impairment loss -- -- 23,269 23,269
Interest expense 266 -- -- 266
Depreciation 1,662 38 -- 1,700
General and administrative
expense -- -- 449 449
Segment profit 757 405 27,831 28,993
Total assets 34,847 1,294 85,716 121,857
Capital expenditures for
investment properties 2,369 244 -- 2,613
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 one 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 and the Insignia Merger (see
"Note B - Transfer of Control"). 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 filed demurrers to the amended complaint which
were heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement ("Stipulation"), settling claims, subject to final
court approval, on behalf of the Partnership and all limited partners who own
units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the General Partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The General Partner does not anticipate that costs
associated with this case 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 OR PLAN OF OPERATIONS
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
operations. 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 occupancy of the properties
for the nine months ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
The Loft Apartments 96% 91%
Raleigh, North Carolina
The Sterling Apartment Homes 91% 91%
The Sterling Commerce Center 88% 82%
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 major capital improvements including exterior renovations,
elevator rehabilitation and common area renovations which have been completed
over the last year.
Results of Operations
The Partnership's net income for the nine months ended September 30, 1999 was
approximately $3,434,000 compared to a net income of approximately $28,993,000
for the corresponding period in 1998. The Partnership recorded net income of
approximately $1,966,000 for the three months ended September 30, 1999 compared
to net income of $2,062,000 for the corresponding period in 1998. The decrease
in net income for the nine months ended September 30, 1999 compared with the
corresponding period 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 nine months
ended September 30, 1998 was approximately $5,724,000. For the comparable nine
month periods, total revenues decreased exclusive of the reduction of provision
for impairment loss, 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 nine months ended September 30, 1999 as a result of capital
expenditures at the properties. The increase in rental income was due to an
increase in occupancy at The Loft and The Sterling Commerce Center and an
increase in the average annual rental rates at The Loft and The Sterling
Apartment Homes.
The increase in total expenses for both the three and nine months ended
September 30, 1999 is primarily attributable to increases in interest and
depreciation expenses, partially offset by decreases in operating, general and
administrative 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 nine months ended September 30, 1999. The decrease in operating expenses
was mainly due to the completion of interior building improvements at The
Sterling during the nine months ended September 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
during the nine months ended September 30, 1998 to defend the Partnership's
objection of an increase in assessment values at The Sterling. General and
administrative expense decreased due to a decrease in reimbursements to the
General Partner for accountable administrative expenses, which is partially
offset by an increase in legal fees due to the settlement of legal disputes as
previously disclosed in prior quarters. Property tax expense decreased due to a
refund received at The Sterling during the nine months ended September 30, 1999
as a result of the successful appeal of the increase in the property's
assessment values.
Included in general and administrative expenses for the three and nine month
periods ended September 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 each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. 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 September 30, 1999, the Partnership had cash and cash equivalents of
approximately $30,721,000 as compared to approximately $13,761,000 at September
30, 1998. Cash and cash equivalents increased approximately $22,038,000 for the
nine months ended September 30, 1999 from the Partnership's fiscal year end.
This increase was primarily due to approximately $19,752,000 of net cash
provided by investing activities and, to a lesser extent, to approximately
$4,753,000 of net cash provided by operating activities which was partially
offset by approximately $2,467,000 of net cash used in financing activities.
Cash provided by investing activities consisted primarily of principal
repayments received on the Master Loan and, to a lesser extent, net receipts
from escrow accounts maintained by the mortgage lender which is partially offset
by property improvements and replacements. 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. 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 $31,287,000,
were greater than the reserve requirement of approximately $4,959,000 at
September 30, 1999. At September 30, 1999 the Partnership had declared a
distribution payable of approximately $20,375,000. This distribution was
subsequently paid during October 1999, thereby reducing the reserve amount noted
above to approximately $10,912,000.
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 various properties to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, state, and local legal and regulatory requirements. Capital
improvements planned for each of the Registrant's properties are detailed below.
The Loft
During the nine months ended September 30, 1999, the Partnership completed
approximately $75,000 of capital improvements at The Loft, consisting primarily
of flooring replacement, roof and air conditioning improvements, landscaping 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 upgrades.
The Sterling
During the nine months ended September 30, 1999, the Partnership completed
approximately $1,677,000 of capital improvements at The Sterling, consisting
primarily of plumbing and electrical upgrades, new appliances, cabinet and
furniture replacements and interior building improvements. These improvements
were funded primarily 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
$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 upgrades, 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 27,147,000 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.
Distributions from surplus cash of approximately $2,246,000 were paid to limited
partners ($11.28 per limited partnership unit) during the nine months ended
September 30, 1999. In addition, distributions totaling approximately
$20,375,000 were declared as of September 30, 1999 and paid from surplus funds
in October 1999 to the limited partners ($102.36 per limited partnership unit).
During the nine months ended September 30, 1998, the Partnership paid
approximately $21,798,000 in distributions from operations, of which $21,780,000
was paid to limited partners ($109.42 per limited partnership unit). 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. The Registrant's distribution policy
is reviewed on a semi-annual 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 planned capital improvement
expenditures, to permit further distributions to its partners during the
remainder of 1999 or subsequent periods.
CCEP Property Operations
For the nine months ended September 30, 1999, CCEP's net loss totaled
approximately $11,516,000 on total revenues of approximately $14,329,000. CCEP
recognizes interest expense on the 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 nine months ended
September 30, 1999, CCEP's statement of operations includes total interest
expense attributable to the Master Loan of approximately $30,215,000, all but
$2,744,000 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 nine months ended September 30, 1999, the Partnership received
approximately $20,153,000 as principal payments on the Master Loan.
Approximately $153,000 of this amount was received on certain investments by
CCEP, which are required to be transferred to the Partnership per the Master
Loan Agreement. The remaining $20,000,000 represents part of the net proceeds
from the sale of 444 DeHaro. The property was sold in September 1999 to an
unrelated third party for a contract price of approximately $23,250,000. CCEP
received net proceeds of approximately $21,900,000 after the payment of closing
costs. The remaining net proceeds will be paid to CCIP during the fourth
quarter of 1999.
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 (approximately 24.61% of
the total outstanding units) units of limited partnership interest 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 96,887.20 units of
limited partnership interest in the Partnership representing approximately
48.68% 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. (See "Item 1. Financial Statements, Note
H - Legal Proceedings").
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 September 30, 1999, had virtually completed 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.
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 virtually all of the server operating systems.
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 virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 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
September 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 has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 expenses
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 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 in 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 September 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 one 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 and the Insignia Merger (see
"Part I _ Financial Information, Item 1. Financial Statements, Note B _ Transfer
of Control"). 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 filed demurrers to the amended complaint which were heard
February 1999. Pending the ruling on such demurrers, settlement negotiations
commenced. On November 2, 1999, the parties executed and filed a Stipulation of
Settlement ("Stipulation"), settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. The Court has preliminarily approved the Settlement and scheduled a
final approval hearing for December 10, 1999. In exchange for a release of all
claims, the Stipulation provides that, among other things, an affiliate of the
General Partner will make tender offers for all outstanding limited partnership
interests in 49 partnerships, including the Registrant, subject to the terms and
conditions set forth in the Stipulation, and has agreed to establish a reserve
to pay an additional amount in settlement to qualifying class members (the
"Settlement Fund"). At the final approval hearing, Plaintiffs' counsel will
make an application for attorneys' fees and reimbursement of expenses, to be
paid in part by the partnerships and in part from the Settlement Fund. The
General Partner does not anticipate that costs associated with this case 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 statement
for the nine months ended September 30, 1999 and 1998.
b) Reports on Form 8-K during the quarter ended September 30, 1999:
Current report on Form 8-K dated September 7, 1999 and filed on September
21, 1999 disclosing the sale of 444 DeHaro in CCEP.
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/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Instutional Properties 1999 Third Quarter 10-Q and is qualified in its
entirety by reference to such 10-Q filing.
</LEGEND>
<CIK> 0000352983
<NAME> CONSOLIDATED CAPITAL INSTUTIONAL PROPERTIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 30,721
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 40,248
<DEPRECIATION> 9,272
<TOTAL-ASSETS> 115,868
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,147
0
0
<COMMON> 0
<OTHER-SE> 66,947
<TOTAL-LIABILITY-AND-EQUITY> 115,868
<SALES> 0
<TOTAL-REVENUES> 10,782
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,348
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,447
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,434
<EPS-BASIC> 17.08<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 NINE MONTHS ENDED
September 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, except unit data)
September 30 December 31
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 2,868 $ 1,992
Receivables and deposits 1,647 1,282
Restricted escrows 599 759
Other assets 681 1,262
Investment in discontinued operations 231 --
Investment properties:
Land 8,290 9,237
Building and related personal property 84,279 95,236
92,569 104,473
Less accumulated depreciation (70,318) (77,251)
22,251 27,222
$ 28,277 $ 32,517
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 239 $ 353
Tenant security deposit liabilities 463 573
Accrued property taxes 861 245
Other liabilities 379 590
Mortgage notes 22,632 22,855
Master loan and interest payable 326,006 318,688
350,580 343,304
Partners' Deficit
General partner (3,223) (3,108)
Limited partners (319,080) (307,679)
(322,303) (310,787)
$ 28,277 $ 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)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 4,458 $ 4,411 $ 13,363 $ 13,049
Other income 292 404 966 1,114
Total revenues 4,750 4,815 14,329 14,163
Expenses:
Operating 2,090 2,314 6,179 6,610
General and administrative 166 133 453 454
Depreciation 1,197 1,155 3,538 3,418
Property taxes 296 277 917 867
Interest 10,466 9,449 31,460 28,615
Total expenses 14,215 13,328 42,547 39,964
Loss before discontinued operations $ (9,465) $ (8,513) $(28,218) $(25,801)
(Loss) income from discontinued
operations (172) 129 12 357
Gain on sale of discontinued
operations 16,690 -- 16,690 523
Net income (loss) 7,053 (8,384) (11,516) (24,921)
Net income (loss) allocated
to general partner (1%) $ 71 $ (84) $ (115) $ (249)
Net income (loss) allocated
to limited partners (99%) 6,982 (8,300) (11,401) (24,672)
$ 7,053 $ (8,384) $(11,516) $(24,921)
</TABLE>
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 Nine Months Ended September 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 nine months
ended September 30, 1998 (249) (24,672) (24,921)
Partners' deficit
at September 30, 1998 $ (3,024) $(299,418) $(302,442)
Partners' deficit
at December 31, 1998 $ (3,108) $(307,679) $(310,787)
Net loss for the nine months
ended September 30, 1999 (115) (11,401) (11,516)
Partners' deficit at
September 30, 1999 $ (3,223) $(319,080) $(322,303)
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)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net loss $(11,516) $(24,921)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 3,598 4,118
Gain on sale of discontinued operations (16,690) (523)
Loss on disposal of property -- 28
Change in accounts:
Receivables and deposits (602) (706)
Other assets (91) 35
Investment in discontinued operations (814) --
Accounts payable (103) (65)
Tenant security deposit liabilities 42 (9)
Accrued property taxes 616 778
Other liabilities (80) (49)
Accrued interest on Master Loan 27,471 23,568
Net cash provided by operating activities 1,831 2,254
Cash flows from investing activities:
Property improvements and replacements (2,092) (1,328)
Lease commissions paid -- (54)
Net receipts from restricted escrows 160 238
Proceeds from sale of investment property 21,900 2,179
Net cash provided by investing activities 19,968 1,035
Cash flows from financing activities:
Principal payments on Master Loan (20,153) (2,481)
Principal payments on notes payable (223) (207)
Distributions to partners -- (27)
Net cash used in financing activities (20,376) (2,715)
Net increase in cash and cash equivalents 1,423 574
Cash and cash equivalents at beginning of period 1,445 1,439
Cash and cash equivalents at end of period $ 2,868 $ 2,013
Supplemental disclosure of cash flow information:
Cash paid for interest $ 3,930 $ 4,990
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" or the "Partnership") 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 nine month periods ended September 30, 1999, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1999.
Certain reclassifications 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 by CCEP.
This settlement effectively terminated Western Can Ltd. as CCEP became the sole
limited partner. Accordingly as of May 1999 CCEP completely owns 444 De Haro.
CCEP's investment in Western Can, Ltd. is consolidated in CCEP's financial
statements. In September 1999, 444 DeHaro was sold (see "Note C - Discontinued
Segment").
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 - DISCONTINUED SEGMENT
In September 1999, 444 De Haro located in San Francisco, California was sold to
an unaffiliated third party for approximately $23,250,000. In conjunction with
the sale, a fee of approximately $698,000 was paid to the General Partner
subsequent to the quarter ended September 30, 1999 in accordance with the
Partnership Agreement. Such amount is included in investment in discontinued
operations as of September 30, 1999. After payment of closing expenses and the
fee to the General Partner, the net proceeds received by the Partnership were
approximately $21,900,000. The sale of the property resulted in a gain on sale
of discontinued operations of approximately $16,690,000 after writing off the
undepreciated value of the property and CCEP's investment in Western Can, Ltd.
(as discussed above). As required by the terms of the Master Loan Agreement
(see "Note E"), the Partnership remitted $20,000,000 of the net sale proceeds to
CCIP representing principal payments on the Master Loan, with the balance to be
paid during the fourth quarter of 1999.
In April 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.
444 DeHaro was the only remaining property in the commercial segment of the
Partnership. Due to the sale of this property, the net assets of 444 Deharo
were classified as "Investment in Discontinued Operations" as of September 30,
1999, on the consolidated balance sheet. The results of operations of the
property have been classified as "Income from Discontinued Operations" for the
three and nine months ended September 30, 1999 and 1998, and the gain on sale of
the property is reported as "Gain from sale of discontinued operations".
NOTE D _ 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 nine months ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $ 725 $ 805
Investment advisory fees (included in general
and administrative expense) 134 131
Reimbursement for services of affiliates (included in
operating, general and administrative expenses,
other assets and investment properties) 279 274
During the nine months ended September 30, 1999 and 1998, affiliates of the
General Partner were entitled to receive 5% of gross receipts from the
Partnership's residential properties for providing property management
services. The Partnership paid to such affiliates approximately $725,000 and
$708,000 for the nine months ended September 30, 1999 and 1998, respectively.
For the nine months ended September 30, 1998, affiliates of the General Partner
were entitled to receive varying percentages of gross receipts from the
Partnership's two commercial properties for providing property management
services. The Partnership paid to such affiliates approximately $97,000 for the
nine months ended September 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 $134,000 and $131,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $279,000 and $274,000 for the
nine months ended September 30, 1999 and 1998, respectively. Included in these
costs for the nine months ended September 30, 1999 and 1998 is approximately
$21,000 and $28,000 in reimbursements for construction oversight costs and
approximately $16,000 of lease commissions for the nine months September 30,
1998. There were no lease commissions paid to affiliates of the General Partner
for the nine months ended September 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 was
repaid in September 1999.
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 $2,744,000 and $4,727,000 for the nine
months ended September 30, 1999 and 1998, respectively. There were no advances
during the nine months ended September 30, 1999 or 1998. During the nine months
ended September 30, 1999 CCEP paid approximately $20,153,000 to CCIP as
principal payments on the Master Loan. Approximately $153,000 was from cash
received on certain investments by CCEP, which are required to be transferred to
CCIP as per the Master Loan Agreement and the remaining $20,000,000 resulted
from the receipt of net sale proceeds from 444 De Haro.
During the nine months ended September 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 sale
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. However, no
limited partnership interests were purchased pursuant to this tender offer. It
is possible that AIMCO or its affiliate will make one or more additional offers
to acquire limited partnership interests in the Partnership for cash or in
exchange for units in the operating partnership of AIMCO.
NOTE E - MASTER LOAN AND ACCRUED INTEREST PAYABLE
The Master Loan principal and accrued interest payable balances at September 30,
1999 and December 31, 1998, are approximately $326,006,000 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%. 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 nine months ended September 30, 1999, CCEP paid approximately
$20,153,000 to CCIP as principal payments on the Master Loan. Approximately
$153,000 was from cash received on certain investments by CCEP, which are
required to be transferred to CCIP per the Master Loan Agreement and the
remaining $20,000,000 resulted from the receipt of net sale proceeds from 444 De
Haro. There were no advances on the Master Loan for the nine months ended
September 30, 1999 or 1998.
NOTE F _ 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 September 30, 1999, had virtually completed 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.
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 virtually all of the server operating systems.
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 virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 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
September 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 has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 expenses
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.
