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 March 31, 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)
March 31, December 31,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 7,230 $ 8,683
Receivables and deposits 597 985
Restricted escrows 1,994 1,912
Other assets 1,757 1,243
Investment in Master Loan 88,457 88,578
Less: allowance for impairment loss (17,417) (17,417)
71,040 71,161
Investment properties:
Land 3,564 3,564
Building and related personal property 35,482 34,932
39,046 38,496
Less: accumulated depreciation (7,872) (7,298)
31,174 31,198
$113,792 $115,182
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 101 $ 431
Tenant security deposits 525 504
Accrued property taxes 16 62
Other liabilities 585 691
Mortgage note payable 27,282 27,360
28,509 29,048
Partners' (Deficit) Capital
General Partner (86) (96)
Limited Partners (199,045.20 units issued and
outstanding at March 31, 1999, and
December 31, 1998) 85,369 86,230
85,283 86,134
$113,792 $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
March 31,
1999 1998
Revenues:
Rental income $ 2,456 $ 2,181
Interest income on investment in
Master Loan to affiliate 800 1,640
Interest income 72 89
Other income 133 128
Total revenues 3,461 4,038
Expenses:
Operating 1,158 1,400
Depreciation 574 544
General and administrative 116 131
Property taxes 143 187
Interest 471 80
Total expenses 2,462 2,342
Net income $ 999 $ 1,696
Net income allocated to general partner (1%) $ 10 $ 17
Net income allocated to limited partners (99%) 989 1,679
$ 999 $ 1,696
Net income per Limited Partnership Unit $ 4.97 $ 8.43
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 three months
ended March 31, 1998 -- 17 1,679 1,696
Partners' (deficit) capital at
March 31, 1998 199,052 $ (365) $ 86,419 $ 86,054
Partners' (deficit) capital at
December 31, 1998 199,045.2 $ (96) $ 86,230 $ 86,134
Distributions -- -- (1,850) (1,850)
Net income for the three months
ended March 31, 1999 -- 10 989 999
Partners' (deficit) capital at
March 31, 1999 199,045.2 $ (86) $ 85,369 $ 85,283
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net income $ 999 $ 1,696
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 604 554
Casualty loss -- 14
Change in accounts:
Receivables and deposits 388 470
Other assets (536) (388)
Interest receivable on Master Loan -- (1,036)
Accounts payable (330) (51)
Tenant security deposit liabilities 21 61
Accrued property taxes (46) 17
Other liabilities (106) (75)
Net cash provided by operating
activities 994 1,262
Cash flows from investing activities:
Property improvements and replacements (550) (1,178)
Principal receipts on Master Loan 121 375
Net deposits to restricted escrows (82) (60)
Net cash used in
investing activities (511) (863)
Cash flows from financing activities:
Distributions to partners (1,850) (1,798)
Payments on notes payable (78) (13)
Loan costs paid (8) --
Net cash used in
financing activities (1,936) (1,811)
Net decrease in cash and cash equivalents (1,453) (1,412)
Cash and cash equivalents at beginning of period 8,683 8,691
Cash and cash equivalents at end of period $ 7,230 $ 7,279
Supplemental disclosure of cash flow information:
Cash paid for interest $ 461 $ 77
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 month period ended March 31, 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 Corporations 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 Corporation of which the Partnership is
the sole member. Therefore, the Partnership controls the affiliated Limited and
General Partnerships and consolidation is appropriate. 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 a 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 three months ended March 31, 1999 and 1998:
Three Months
Ended
March 31,
1999 1998
(in thousands)
Property management fees (included in operating expenses) $133 $117
Reimbursement for services of affiliates (included in
operating, general and administrative expenses, other
assets and investment properties) 69 101
Included in "Reimbursement for services of affiliates" for the three months
March 31, 1998 is approximately $31,000 in reimbursements for construction
oversight costs and approximately $4,000 of lease commissions. No such costs
were incurred for the three months ended March 31, 1999.
During the three months ended March 31, 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 $133,000 and $117,000 for the
three months ended March 31, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $69,000 and $101,000 for the
three months ended March 31, 1999 and 1998, respectively.
On October 30, 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 45,000 of the outstanding units of
limited partnership interest in the Partnership, at $400 per Unit, net to the
seller in cash. During December 1997, the Purchaser acquired 27,330 units at
$400 per Unit related to this tender offer. In February 1998, the Purchaser
acquired an additional 1,570.5 units at $400 per Unit as a result of this tender
offer.
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 March 31, 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 three months ended March 31, 1999 and 1998, the Partnership recorded
approximately $800,000 and $1,640,000, respectively, of interest income based
upon cash generated as a result of improved operations at the properties which
secure the loan.
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 $9,293,000
and $9,181,000 for the three months ended March 31, 1999 and 1998, respectively.
Interest income is recognized on the cash basis as allowed under SFAS 114. At
March 31, 1999, and December 31, 1998, such cumulative unrecognized interest
totaling approximately $239,288,000 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 $22,783,000 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 three months ended March 31, 1999, the Partnership made no advances
to CCEP as an advance on the Master Loan.
During the three months ended March 31, 1999, the Partnership received
approximately $121,000 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
$800,000 of interest payments were also made during the three months ended March
31, 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 $7,754,000,
were greater than the reserve requirement of approximately $5,998,000 at March
31, 1999.
NOTE F - 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 three months ended March 31, 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 $ 2,130 $ 326 $ -- $ 2,456
Interest income 10 1 61 72
Other income 109 24 -- 133
Interest expense 412 59 -- 471
Depreciation 561 13 -- 574
General and administrative expense -- -- 116 116
Interest income on investment in
Master Loan -- -- 800 800
Segment profit 203 51 745 999
Total assets 34,461 1,422 77,909 113,792
Capital expenditures for
investment properties 549 1 -- 550
1998 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $1,890 $ 291 $ -- 2,181
Interest income 9 1 79 89
Other income 107 21 -- 128
Interest expense 80 -- -- 80
Depreciation 533 11 -- 544
General and administrative expense -- -- 131 131
Interest income on investment
in Master Loan -- -- 1,640 1,640
Segment profit 54 54 1,588 1,696
Total assets 32,460 719 58,286 91,465
Capital expenditures for
investment properties 1,024 154 -- 1,178
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.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on 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 three months ended March 31, 1999 and 1998:
Average
Occupancy
1999 1998
Property
The Loft Apartments 96% 91%
Raleigh, North Carolina
The Sterling Apartment Homes 94% 92%
The Sterling Commerce Center 79% 75%
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 three months ended March 31, 1999 was
approximately $999,000 compared to net income of approximately $1,696,000 for
the three months ended March 31, 1998. The decrease in net income is due to a
decrease in total revenues as well as an increase in total expenses. Total
revenues decreased due primarily to a decrease 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 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 three months ended March 31, 1999 as a result of capital
expenditures at the properties. The increase in rental income was due to
increases in occupancy and the average rental rates at the Registrant's
investment properties.
The increase in total expenses is primarily attributable to increases in
interest expense and, to a lesser extent, depreciation expense, partially offset
by decreases in operating, general and administrative, and property tax expense.
Interest expense increased due to the financing of The Sterling in September
1998. Depreciation expense increased due to major capital improvements and
renovations at the Sterling during 1998. Decreases in operating expenses were
mainly due to the completion of interior building improvements at The Sterling
during the three months ended March 31, 1998. In addition, there was a fire at
The Loft Apartments during the three months ended March 31, 1998. The fire 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 has been included in operating expense for the three
months ended March 31, 1998.
Property tax expense decreased as a result of all the improvements completed at
The Sterling over the last few years. In the first part of 1998, the assessed
value of the property was increased with a corresponding bill being received for
a portion of the prior tax year which was then paid during the three months
ended March 31, 1998. General and administrative expense decreased slightly
during the three months ended March 31, 1999. Included in general and
administrative expenses 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 March 31, 1999, the Registrant had cash and cash equivalents of approximately
$7,230,000 as compared to approximately $7,279,000 at March 31, 1998. Cash and
cash equivalents decreased approximately $1,453,000 for the three month period
ended March 31, 1999, from the Registrant's fiscal year end and is primarily due
to approximately $1,936,000 of cash used in financing activities and to a lesser
extent, approximately $511,000 of cash used in investing activities, which was
partially offset by approximately $994,000 of cash provided by operating
activities. Cash used in investing activities consisted of property
improvements and replacements and net deposits to escrow accounts maintained by
the mortgage lender, which was partially offset by principal repayments received
on the Master Loan. Cash used in financing activities consisted primarily of
partner distributions and, to a lesser extent, payments of principal made on the
mortgages encumbering the Registrant's properties and payments of loan costs.
The Registrant invests its working capital reserves in money market accounts.
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 $7,754,000, were
greater than the reserve requirement of approximately $5,998,000 at March 31,
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 three months ended March 31, 1999, the Partnership completed
approximately $14,000 of capital improvements at The Loft, consisting primarily
of carpet replacement 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 near-term. Capital improvements planned for 1999 consist of HVAC condensing
units, carpet and vinyl improvements, landscaping, and roof repairs. These
improvements are budgeted for, but not limited to, approximately $132,000.
The Sterling:
During the three months ended March 31, 1999, the Partnership expended
approximately $536,000 on capital improvements at The Sterling, consisting
primarily of plumbing and electrical upgrades, cabinet 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 near-term.
Capital improvements budgeted for, but not limited to, approximately $3,013,000
are planned for 1999, including 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 $27,282,000 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 ($9.29 per
limited partnership unit) were paid during the three months ended March 31, 1999
and approximately $1,798,000 ($8.94 per limited partnership unit) from
operations during the three months ended March 31, 1998. Included in these
amounts are payments to the North Carolina Department of Revenue for withholding
taxes related to income generated by the Partnership's investment property
located in that state. The 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 three months ended March 31, 1999, CCEP's net loss totaled approximately
$9,220,000 on total revenues of approximately $5,349,000. 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 three months ended March
31, 1999, CCEP's statement of operations includes total interest expense
attributable to the Master Loan of approximately $10,069,000, all but $800,000
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 three months ended March 31, 1999, the Partnership received
approximately $121,000 as principal payments on the Master Loan. This amount
was cash received on certain investments by CCEP, which are required to be
transferred to the Partnership per the Master Loan Agreement.
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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, 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
March 31, 1999, had completed approximately 75% 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 July
31, 1999.
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.
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 the testing process is
expected to be completed by July 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
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 May 1999.
The Managing Agent has updated data transmission standards with two of the three
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 June 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 $2.8 million ($0.6 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. QUANTITIVE 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 does 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 March 31, 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.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on 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 three months ended March 31, 1999 and 1998.
(b) Reports on Form 8-K:
None filed during the quarter ended March 31, 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: May 17, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Institutional Properties 1999 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,230
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 39,046
<DEPRECIATION> (7,872)
<TOTAL-ASSETS> 113,792
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 27,282
0
0
<COMMON> 0
<OTHER-SE> 85,283
<TOTAL-LIABILITY-AND-EQUITY> 113,792
<SALES> 0
<TOTAL-REVENUES> 3,461
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 471
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 999
<EPS-PRIMARY> 4.97<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 THREE MONTHS ENDED
March 31, 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)
March 31, December 31,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 2,372 $ 1,992
Receivables and deposits 1,359 1,282
Restricted escrows 823 759
Other assets 1,350 1,262
Investment properties:
Land 9,237 9,237
Building and related personal property 95,699 95,236
104,936 104,473
Less accumulated depreciation (78,546) (77,251)
26,390 27,222
$ 32,294 $ 32,517
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 205 $ 353
Tenant security deposit liabilities 593 573
Accrued property taxes 347 245
Other liabilities 513 590
Mortgage notes 22,783 22,855
Master loan and interest payable 327,860 318,688
352,301 343,304
Partners' Deficit
General partner (3,200) (3,108)
Limited partners (316,807) (307,679)
(320,007) (310,787)
$ 32,294 $ 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
March 31,
1999 1998
Revenues:
Rental income $ 4,947 $ 4,918
Other income 402 389
Total revenues 5,349 5,307
Expenses:
Operating 2,312 2,385
General and administrative 138 167
Depreciation 1,295 1,329
Property taxes 314 330
Interest 10,510 9,602
Total expenses 14,569 13,813
Net loss $ (9,220) $ (8,506)
Net loss allocated
to general partner (1%) $ (92) $ (85)
Net loss allocated
to limited partners (99%) (9,128) (8,421)
$ (9,220) $ (8,506)
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 Three Months Ended March 31, 1999 and 1998
General Limited
Partners Partners Total
Partners' deficit at
December 31, 1997 $ (2,775) $(274,719) $(277,494)
Net loss for the three months
ended March 31, 1998 (85) (8,421) (8,506)
Partners' deficit at
March 31, 1998 $ (2,860) $(283,140) $(286,000)
Partners' deficit at
December 31, 1998 $ (3,108) $(307,679) $(310,787)
Net loss for the three months
ended March 31, 1999 (92) (9,128) (9,220)
Partners' deficit at
March 31, 1999 $ (3,200) $(316,807) $(320,007)
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)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net loss $ (9,220) $ (8,506)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 1,352 1,388
Change in accounts:
Receivables and deposits (77) (165)
Other assets (103) 36
Accounts payable (148) (194)
Tenant security deposit liabilities 20 (6)
Accrued property taxes 102 268
Other liabilities (77) (85)
Accrued interest on Master Loan 9,293 8,578
Net cash provided by operating activities 1,142 1,314
Cash flows from investing activities:
Property improvements and replacements (463) (283)
Lease commissions paid (42) (35)
Net (deposits to) receipts from restricted escrows (64) 154
Net cash used in investing activities (569) (164)
Cash flows from financing activities:
Principal payments on Master Loan (121) (375)
Principal payments on notes payable (72) (68)
Net cash used in financing activities (193) (443)
Net increase in cash and cash equivalents 380 707
Cash and cash equivalents at beginning of period 1,992 1,439
Cash and cash equivalents at end of period $ 2,372 $ 2,146
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,197 $ 1,006
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 months ended
March 31, 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
CCEP owns a 75% interest in a limited partnership ("Western Can, Ltd.") which
owns 444 De Haro, an office building in San Francisco, California. CCEP's
investment in Western Can, Ltd. is consolidated in CCEP's financial statements.
No minority interest liability has been reflected for the 25% minority interest
because Western Can, Ltd. has a net capital deficit and no minority liability
exists with respect to CCEP.
NOTE B - 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, a publicly traded real
estate investment trust, "(AIMCO") 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 three months ended March 31, 1999 and 1998:
Three months ended
March 31,
1999 1998
Property management fees (included in
operating expenses) $ 240 $ 266
Investment advisory fees (included in 43 44
general and administrative expense)
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses and
investment properties) 72 102
Included in "Reimbursements for services of affiliates" for the three months
ended March 31, 1998 is approximately $15,000 in reimbursements for construction
oversight costs and approximately $2,000 in lease commissions. No such costs
were incurred for the three months ended March 31, 1999.
During the three months ended March 31, 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 $240,000 and $231,000 for
the three months ended March 31, 1999 and 1998, respectively. For the three
months ended March 31, 1998, affiliates of the General Partner were entitled to
receive varying percentages of gross receipts from all of the Partnership's
commercial properties for providing property management services. The
Partnership paid to such affiliates approximately $35,000 for the three months
ended March 31, 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 $43,000 and $44,000 for the
three months ended March 31, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $72,000 and $102,000 for the
three months ended March 31, 1999 and 1998, respectively.
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 $800,000 and $1,640,000 for the three
months ended March 31, 1999 and 1998, respectively. There were no advances
during the three months ended March 31, 1999 or 1998. During the three months
ended March 31, 1999 CCEP paid approximately $121,000 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 three months ended March 31, 1998, CCEP paid approximately $375,000
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.
NOTE D - MASTER LOAN AND ACCRUED INTEREST PAYABLE
The Master Loan principal and accrued interest payable balances at March 31,
1999 and December 31, 1998, are approximately $327,860,000 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 three month periods ended March 31, 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 three months ended March 31, 1999, CCEP paid approximately $121,000
to CCIP as principal payments on the Master Loan. This amount was 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
three months ended March 31, 1999 or 1998.
NOTE E - 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 mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, 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
March 31, 1999, had completed approximately 75% 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 July
31, 1999.
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.
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 the testing process is
expected to be completed by July 31, 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 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
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. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
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 May 1999.
The Managing Agent has updated data transmission standards with two of the three
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 June 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 $2.8 million ($0.6 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 F - 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.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on 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.
