FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
[ ] 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 0-13083
CONSOLIDATED CAPITAL PROPERTIES V
(Exact name of small business issuer as specified in its charter)
California 94-2918560
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
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
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except for unit data)
June 30, 1995
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash $ 318
Securities available for sale 506
Prepaid and other assets 626
Investment properties:
Land $ 2,390
Buildings and personal
property 23,593
25,983
Less accumulated depreciation (15,966) 10,017
$11,467
Liabilities and Partners' Deficit
Liabilities
Accounts payable and accrued expenses $ 961
Mortgage notes and interest payable 10,834
Partners' Deficit
General partner $ (16)
Special limited partners (57)
Limited partners (179,617
units issued and outstanding) (255) (328)
$11,467
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
1
<PAGE>
b) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
<S> <C> <C> <C> <C>
1995 1994 1995 1994
Revenues:
Rental income $1,168 $1,232 $2,383 $2,435
Interest and dividend income 31 42 41 73
Total revenues 1,199 1,274 2,424 2,508
Expenses:
Property operations 788 790 1,695 1,621
Depreciation and amortization 339 402 668 796
Interest 343 390 674 797
Administrative 90 51 203 110
Total expenses 1,560 1,633 3,240 3,324
Loss from operations (361) (359) (816) (816)
Casualty Gain 32 -- 32 --
Other income (Note E) -- -- -- 67
Net loss $ (329) $ (359) $(784) $ (749)
Net loss allocated to general
partners (.2%) $ (1) $ (1) $ (2) $ (1)
Net loss allocated to limited
partners (99.8%) (328) (358) (782) (748)
$ (329) $ (359) $ (784) $ (749)
Net loss per limited partnership
unit:
Net loss from operations $(1.83) $(1.99) $(4.35) $(4.53)
Other income -- -- -- .37
Net loss $(1.83) $(1.99) $(4.35) $(4.16)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
2
<PAGE>
c) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited Special
Partnership General Limited Limited
Units Partners Partner Partners Total
<S> <C> <C> <C> <C> <C>
Original capital contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' deficit at
December 31, 1994 179,617 $ (14) $ (58) $ 528 $ 456
Net loss for the six months
ended June 30, 1995 -- (2) -- (782) (784)
Amortization of timing
difference (Note D) -- -- 1 (1) --
Partners' deficit at
June 30, 1995 179,617 $ (16) $ (57) $ (255) $ (328)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
d) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
<S> <C> <C>
1995 1994
Cash flows from operating activities:
Net loss $ (784) $ (749)
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization of
lease commissions, discounts and
loan costs 732 880
Casualty gain (32) --
Change in accounts:
Prepaids and other assets 100 (38)
Accounts payable and accrued
expenses 163 (170)
Interest payable 20 39
Net cash provided by (used in)
operating activities
199 (38)
Cash flows from investing activities:
Deposits to restricted escrows (33) --
Withdrawals from restricted escrows 26 --
Property improvements and replacements (262) (231)
Proceeds from sale of securities
available for sale 199 --
Net cash used in
investing activities (70) (231)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
<S> <C> <C>
1995 1994
Cash flows from financing activities:
Payments on mortgage notes payable $ (51) $ (51)
Proceeds from refinancing -- 5,150
Repayment of note payable -- (4,530)
Direct financing costs -- (134)
Net cash (used in) provided by
financing activities (51) 435
Net increase in cash 78 166
Cash at beginning of period 240 438
Cash at end of period $ 318 $ 604
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 590 $ 714
Property improvements and replacements
included in accounts payable $ 42 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE>
e) CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the
General Partner, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ended
June 30, 1995, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1995. For further
information, refer to the financial statements and footnotes thereto
included in the annual report on Form 10-K for the fiscal year ended
December 31, 1994, for Consolidated Capital Properties V (the
"Partnership").
Certain reclassifications have been made to the 1994 information to
conform to the 1995 presentation.
Consolidation
The Partnership's financial statements include the accounts of two
wholly-owned limited partnerships (Aspen Ridge Associates, Ltd. and Race
Street Associates, Ltd.). All intercompany transactions have been
eliminated.
Cash
For purposes of reporting cash flows, cash includes cash on hand,
demand deposits and money market funds.
Net Loss Per Weighted Average Limited Partnership Unit
Net loss per weighted average Limited Partnership Unit is computed by
dividing the net loss allocated to the Limited Partners by the weighted
average number of Units outstanding. Per Unit information has been
computed based on weighted average Units outstanding of 179,617 for the
six months ended June 30, 1995 and 1994.
Note B - Related Party Transactions
The Partnership has paid property management fees noted below based
upon collected gross rental revenues ("Rental Revenues") for property
management services in each of the six month periods ended June 30, 1995
and 1994, respectively. For the six months ended June 30, 1994, a
portion of such property management fees equal to 4% of Rental Revenues
were paid to the property management companies performing day-to-day
property management services and a portion equal to 1% of Rental
Revenues were paid to Partnership Services, Inc.
6
<PAGE>
Note B - Related Party
Transactions - continued
("PSI") for advisory services related to day-to-day operations. In
January 1994, Coventry Properties, Inc. ("Coventry"), an affiliate of
the General Partner, assumed day-to-day property management
responsibilities for one of the Partnership's properties under the same
management fee arrangement as the unaffiliated management company. In
late December 1994, an affiliate of Insignia Financial Group,
("Insignia") assumed day-to-day property management responsibilities for
all of the Partnership's properties with the exception of the Fourth and
Race Tower which is managed by a third party. Fees accrued or paid to
Insignia and affiliates for the six months ended June 30, 1995, and fees
accrued or paid to PSI and Coventry for the six months ended June 30,
1994, have been reflected in the following table as compensation to
related parties in the applicable periods:
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1995 1994
(in thousands)
<S> <C> <C> <C>
Property management fees $101 $51
</TABLE>
The Partnership Agreement also provides for reimbursement to the
General Partner and its affiliates for costs incurred in connection with
the administration of Partnership activities. The General Partner and
its affiliates, which includes Coventry for the three months ended March
31, 1994, received reimbursements as reflected in the following table:
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1995 1994
(in thousands)
<S> <C> <C>
Reimbursement for services of affiliates $122 $63
</TABLE>
Note C - Commitment
The Partnership is required to maintain working capital reserves for
normal repairs, replacements, working capital and contingencies of not
less than 5% of Net Invested Capital as defined in the Partnership
Agreement. In the event expenditures are made from these reserves,
operating revenue shall be allocated to such reserves to the extent
necessary to maintain the foregoing level. Reserves, consisting of cash
and securities available for sale totalling $824,000, are less than the
reserve requirement of $1,761,000 at June 30, 1995. The Partnership
intends to replenish the working capital reserve from cash flow from
operations, however, the Partnership's recent cash flows from operations
7
<PAGE>
Note C - Commitment - continued
have not been sufficient to replenish the reserve and there is no
assurance that future levels of cash flow from operations will be
adequate to accomplish this objective. The working capital requirement
must be met prior to any distributions to the partners.
Note D - Change in Status of Non-Corporate General Partner
In the year ended December 31, 1991, the Partnership Agreement was
amended to convert the General Partner interests held by the non-
corporate General Partner, Consolidated Capital Group ("CCG"), to that
of a special Limited Partner ("Special Limited Partner"). The Special
Limited Partner does not have a vote and does not have any of the other
rights of a Limited Partner except the right to inspect the
Partnership's books and records; however, the Special Limited Partner
will retain the economic interest in the Partnership which it previously
owned as general partner. ConCap Equities, Inc. ("CEI") became the sole
general partner of the Partnership effective December 31, 1991. In
connection with CCG's conversion, a special allocation of gross income
was made to the Special Limited Partner in order to eliminate its tax
basis negative capital account.
After the conversion, the various owners of interests in the Special
Limited Partner transferred portions of their interests to CEI so that
CEI now holds a .2% interest in all allocable items of income, loss and
distribution. The difference between the Special Limited Partner's
capital accounts for financial statement and tax reporting purposes is
being amortized to the Limited Partners' capital accounts as the
components of the timing differences which created the balance reversal.
Note E - Other Income
In 1991, the Partnership (and simultaneously other affiliated
partnerships) entered claims in Southmark's Chapter 11 bankruptcy
proceeding. These claims related to Southmark's activities while it
exercised control (directly, or indirectly through its affiliates) over
the Partnership. The Bankruptcy Court set the Partnership's and the
other affiliated partnerships' allowed claim at $11 million, in the
aggregate. In March 1994, the Partnership received 1,078 shares of
Southmark Corporation Redeemable Series A Preferred Stock and 7,882
shares of Southmark Corporation New Common Stock with an aggregate
market value on the date of receipt of approximately $8,000 and
approximately $59,000 in cash representing the Partnership's share of
the recovery, based on its pro rata share of the claims filed.
8
<PAGE>
Note F - Notes Payable
In April 1994, the Partnership refinanced approximately $4.5 million
of mortgage debt secured by the Aspen Ridge Apartments. In order to
facilitate the refinancing, title to the property was transferred to a
wholly-owned limited partnership, Aspen Ridge Associates, Ltd., in April
1994. Under the terms of the refinancing agreement, the new mortgage
note of approximately $5.2 million bears interest at 9.875% and matures
in May 2001. After repayment of the existing debt and refinancing
costs, the Partnership received net proceeds of $455,000.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment
complexes and two commercial properties. The following table sets forth
the average occupancy of the properties for the six months ended June
30, 1995 and 1994:
<TABLE>
<CAPTION>
Average
Occupancy
1995 1994
<S> <C> <C>
Aspen Ridge Apartments
West Chicago, Illinois 93% 96%
Fourth and Race Tower
Cincinnati, Ohio 59% 59%
Sutton Place Apartments
Corpus Christi, Texas 89% 96%
51 North High Street Building
Columbus, Ohio 84% 83%
</TABLE>
The decrease in occupancy at Sutton Place Apartments is primarily due
to the closing of a naval base in the Corpus Christi market.
The Partnership realized a loss from operations of approximately
$816,000 for the six months ended June 30, 1995, as compared to a loss
from operations of approximately $816,000 for the six months ended June
30, 1994. For the three months ended June 30, 1995, the Partnership
incurred a loss from operations of $361,000 compared to a loss from
operations of $359,000 for the three months ended June 30, 1994.
Interest and dividend income decreased for the six months ended June
30, 1995, compared to the six months ended June 30, 1994, as a result of
lower cash balances available for investment. This decrease was
partially offset by dividends received on the Partnership's investment
in Southmark Preferred Stock. Depreciation and amortization expense
decreased due to the reduced carrying values of depreciable assets
resulting from the valuation reserves recorded in prior years. Interest
expense decreased due primarily to the repayment of approximately $1.6
million in mortgage notes payable which were secured by the Fourth and
Race Tower in September of 1994. Administrative expenses increased for
the six months ended June 30, 1995, compared to the six months ended
June 30, 1994, due to increased expense reimbursements related to the
combined efforts of the Dallas and Greenville partnership administration
staffs during the transition period in the first and second quarters of
1995. The reimbursements for the Dallas office amounted to
approximately $84,000 for the six months ended June 30, 1995. These
increased costs related to the transition efforts that were incurred to
minimize any disruption in the year-end reporting function including the
financial reporting and K-1 prepartion and distribution. The General
Partner expects overall administrative expenses to be reduced after the
second quarter of 1995 once the transition efforts are completed.
10
<PAGE>
For the six months ended June 30, 1995, the Partnership realized a
casualty gain as a result of a fire at the Fourth and Race Tower on June
5, 1995. The total insurance proceeds expected to be received exceeds
the total estimated costs of replacing the equipment destroyed resulting
in a casualty gain of $32,000.
Other income realized in the six months ended June 30, 1994, related
to the receipt of the Partnership's pro rata share of the claims filed
in Southmark's Chapter 11 bankruptcy proceeding (See Note E to the
Consolidated Financial Statements in Item 1).
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.
As of June 30, 1995, the Partnership had cash of approximately
$318,000 compared to approximately $604,000 at June 30, 1994. Net cash
provided by operating activities increased due to an increase in
accounts payable and accrued expenses and a decrease in prepaids and
other assets, offset by a decrease in other income. Net cash used in
investing activities decreased primarily due to proceeds from the sale
of securities that were received in 1995 and not 1994, offset by
restricted escrow deposits made in 1995. Net cash used in financing
activities increased due to a debt refinancing in 1994 not recurring in
1995.
The sufficiency of existing liquid assets to meet future liquidity
and capital expenditure requirements is directly related to the level of
capital expenditures required at the property to adequately maintain the
physical assets and other operating needs of the Partnership. The
General Partner is currently in negotiations to sell the Fourth and Race
Tower, and the remaining assets are currently thought to be sufficient
for any near-term needs of the Partnership. The mortgage indebtedness
of approximately $10.8 million, net of discount, matures at various
times with balloon payments due at maturity, at which time the
properties will either be refinanced or sold. Future cash distributions
will depend on the levels of net cash generated from operations, capital
expenditure requirements, property sales and the availability of cash
reserves. During the first six months of 1995, or 1994, no
distributions were declared or paid.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27, Financial Data Schedule, is filed as an
exhibit to this report.
(b) Reports on Form 8-K.
A Form 8-K dated May 3, 1995, was filed reporting a
change in accountants of the Registrant.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL PROPERTIES V
By: CONCAP EQUITIES, INC.
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date:
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Consolidated Capital Properties V's 1995 Second Quarter 10-QSB and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 318
<SECURITIES> 506
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,450
<PP&E> 25,983
<DEPRECIATION> (15,966)
<TOTAL-ASSETS> 11,467
<CURRENT-LIABILITIES> 961
<BONDS> 10,834
<COMMON> 0
0
0
<OTHER-SE> (328)
<TOTAL-LIABILITY-AND-EQUITY> 11,467
<SALES> 0
<TOTAL-REVENUES> 2,424
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,240
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 674
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (784)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> 0
</TABLE>
