FORM 10-QSB/A.--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/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........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 (864) 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 283
Restricted - tenant security deposits 105
Investments 207
Accounts receivable 34
Escrows for taxes and insurance 205
Restricted escrows 110
Prepaid and other assets 267
Investment properties:
Land $ 1,969
Buildings and related personal property 18,203
20,172
Less accumulated depreciation (12,495) 7,677
$ 8,888
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 89
Tenant security deposits 107
Accrued taxes 323
Other liabilities 198
Mortgage notes payable 10,069
Partners' Deficit
General partner $ (19)
Special limited partners (55)
Limited partners (179,617 units
issued and outstanding) (1,824) (1,898)
$ 8,888
See Accompanying Notes to Consolidated Financial Statements
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,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,006 $1,129 $1,984 $2,323
Other income 66 131 97 186
Total revenues 1,072 1,260 2,081 2,509
Expenses:
Operating 389 522 756 1,101
General and administrative 80 90 136 203
Maintenance 141 167 240 369
Depreciation 285 328 567 643
Interest 244 343 493 674
Property taxes 62 139 176 303
Total expenses 1,201 1,589 2,368 3,293
Net loss (129) (329) (287) (784)
Net loss allocated to
general partners (.2%) $ -- $ (1) $ (1) $ (2)
Net loss allocated to
limited partners (99.8%) (129) (328) (286) (782)
$ (129) $ (329) $ (287) $ (784)
Net loss per limited
partnership unit: $ (.72) $(1.83) $(1.59) $(4.35)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
For the Six Months Ended June 30, 1996
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
<S> <C> <C> <C> <C>
Original capital
contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' deficit at
December 31, 1995 179,617 $ (18) $ (56) $(1,537) $(1,611)
Amortization of
timing difference (Note -- -- 1 (1) --
Net loss for the
six months ended
June 30, 1996 -- (1) -- (286) (287)
Partners' deficit at
June 30, 1996 179,617 $ (19) $ (55) $(1,824) $(1,898)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (287) $ (784)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 567 643
Amortization of lease commissions, discounts,
and loan costs 84 89
Casualty gain -- (32)
Change in accounts:
Restricted cash 3 (17)
Accounts receivable (12) 10
Escrows for taxes and insurance (10) 41
Prepaid and other assets 12 66
Accounts payable (140) 190
Tenant security deposit liabilities (10) (4)
Accrued taxes (6) (102)
Other liabilities (48) 99
Net cash provided by
operating activities 153 199
Cash flows from investing activities:
Property improvements and replacements (104) (262)
Deposits to restricted escrows (33) (33)
Receipts from restricted escrows -- 26
Proceeds from sale of investments -- 199
Net cash used in investing activities (137) (70)
Cash flows from financing activities:
Payments on mortgage notes payable (111) (51)
Repayment of mortgage note payable (700) --
Net cash used in financing activities (811) (51)
Net (decrease) increase in cash and cash equivalents (795) 78
Cash and cash equivalents at beginning of period 1,078 240
Cash and cash equivalents at end of period $ 283 $ 318
Supplemental disclosure of cash flow information:
Cash paid for interest $ 455 $ 590
Property improvements and replacements included in
accounts payable $ -- $ 42
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Consolidated Capital
Properties V ("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-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 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 six months ended June 30, 1996, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1996. For further information, refer to the financial statements and
footnotes thereto included in the Partnership's annual report on Form 10-KSB
for the fiscal year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Investments
Investments consisting primarily of U.S. Treasury Notes with original
maturities of more than 90 days, are considered to be held-to-maturity
securities.
Note B - Transactions with Related Parties
The Partnership has paid property management fees based upon collected gross
rental revenues for property management services in each of the six month
periods ended June 30, 1996 and 1995. In December 1994, affiliates of the
General Partner assumed day-to-day property management responsibilities for
all of the Partnership's properties with the exception of the Fourth and Race
Tower, which was managed by a third party until it was sold in December 1995.
Property management fees of $100,000 and $101,000 were paid to affiliates of
the General Partner for the six months ended June 30, 1996 and 1995,
respectively. These fees are included in operating expenses.
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. Reimbursements for services of
affiliates of $84,000 and $122,000 were paid to the General Partner and its
affiliates during the six months ended June 30, 1996 and 1995, respectively.
In July 1995, the Partnership began insuring its properties under a master
policy through an agency and insurer unaffiliated with the General Partner.
An affiliate of the General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was
later acquired by the agent who placed the current year's master policy. The
current agent assumed the financial obligations to the affiliate of the
General Partner who receives payment on these obligations from the agent. The
amount of the Partnership's insurance premiums accruing to the benefit of the
affiliate of the General Partner by virtue of the agent's obligations is not
significant.
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. Cash and cash equivalents, tenant security deposits and investments
totalling $595,000, are less than the reserve requirement of $1,761,000 at
June 30, 1996. The Partnership intends to replenish the working capital
reserve from cash flow from operations after consideration of any capital
improvement needs of the properties. The Partnership's recent cash flows from
operations, however, 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 consideration for 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 a 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 as the
components of the timing differences which created the balance, reverse.
Note E - Debt Restructuring
The Partnership restructured the debt on the 51 North High Building and made a
principal prepayment (without penalty) of $700,000 in January 1996. In
addition to this payment, the lender reduced the note's face amount by an
additional $700,000 and the stated interest rate of the note was reduced from
13.5% to 9%. The maturity date of June 1, 2004, was unchanged.
The debt restructuring was accounted for as a modification of terms. The
total future cash payments under the restructured loan exceed the carrying
value of the loan as of the date of restructure. Consequently, the carrying
amount of the loan was reduced only by the $700,000 principal prepayment
actually paid with no gain being recognized on the restructuring. Interest on
the restructured debt accrues at an effective rate of 4.075%, the rate
required to equate the present value of the total future cash payments under
the new terms with the carrying amount of the loan at the date of restructure.
To facilitate the debt restructuring of the 51 North High Building in 1996,
the property was placed into a lower-tier partnership known as Fifty-One North
High Street, L.P. in which the Partnership is the 99.99% limited partner. The
Partnership retained substantially all economic benefits from the property.
Note F - Subsequent Event
Subsequent to June 30, 1996, Sutton Place Apartments was transferred to a
lower-tier partnership known as Sutton Place CCPV, L.P., in which the
Partnership is the 99.99% limited partner, to facilitate the potential
refinancing of the first mortgage indebtedness secured by the property. The
Partnership retained substantially all economic benefits from the property.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes and
one commercial property. The following table sets forth the average occupancy
of the properties for the six months ended June 30, 1996 and 1995:
Average Occupancy
1996
1995
Aspen Ridge Apartments
Chicago, Illinois 93% 93%
Sutton Place Apartments
Corpus Christi, Texas 92% 89%
51 North High Street Building
Columbus, Ohio 88% 84%
The occupancy increase at Sutton Place Apartments resulted from additional
military troops being relocated to Corpus Christi. The increase in occupancy
at the 51 North High Street Building is due to existing tenants leasing
additional space.
The Partnership realized a net loss of $129,000 and $287,000 for the three and
six months ended June 30, 1996, respectively, compared to a net loss of
$329,000 and $784,000 for the three and six months ended June 30, 1995,
respectively. The decreased net loss primarily resulted from the sale of the
Fourth and Race Tower office building in December 1995.
The sale of Fourth and Race Tower resulted in decreases in rental and other
income. Other income also decreased due to lower lease cancellation fees,
cleaning and damage fees and fewer late charges at the Sutton Place Apartments
due to a stronger tenant base. Additionally, the Partnership received no
dividends on its investment in Southmark Preferred Stock during 1996 which
further reduced other income. The Partnership had received approximately
$21,000 in dividends during the six months ended June 30, 1995. These
decreases in other income were partially offset by a property tax refund
received during the six months ended June 30, 1996, resulting from an appeal
of the 1994 taxes for the 51 North High Street Building. Property operations,
maintenance, depreciation and property taxes also decreased due to the Fourth
and Race Tower sale. The decrease in depreciation was partially offset by an
increase in the depreciable asset base at the 51 North High property from
capital additions of approximately $215,000 in 1995. General and
administrative expenses decreased due to reduced expense reimbursements
related primarily to the efforts of the Dallas partnership administration
staff during the management transition period in 1995 as well as reduced legal
costs related to the marketing for sale of the Fourth and Race Tower in 1995
which negatively impacted operations in 1995. The decrease in interest
expense is due to a debt restructure which lowered the effective interest rate
substantially and a principal payment of $700,000 at 51 North High in January
1996. (See "Note E" in the Notes to Consolidated Financial Statements in
"Item 1").
During 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 which is included in other income.
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 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.
At June 30, 1996, the Partnership held cash and cash equivalents of $283,000
compared to $318,000 at June 30, 1995. Net cash provided by operating
activities decreased primarily due to increased payments of certain repair and
maintenance items related to painting and other unit interior and exterior
maintenance incurred in December of 1995, partially offset by the elimination
of the negative cash flows of the Fourth and Race Tower subsequent to the
building sale in late 1995. Net cash used in investing activities increased
primarily due to no long-term investments maturing in 1996. Net cash used in
financing activities increased due primarily to the payment on the 51 North
High Street Building debt in January 1996 noted above.
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. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $10,069,000, 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 six months ended June 30, 1996, and June 30, 1995, no distributions were
declared or paid.
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.
None.
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.
Vice President/CAO
Date: September 26, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties V 1996 Second Quarter 10-QSB/A and is qualified in its
entirety by reference to such 10-QSB/A filing.
</LEGEND>
<CIK> 0000725614
<NAME> CONSOLIDATED CAPITAL PROPERTIES V
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 283
<SECURITIES> 207
<RECEIVABLES> 34
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,172
<DEPRECIATION> 12,495
<TOTAL-ASSETS> 8,888
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,069
0
0
<COMMON> 0
<OTHER-SE> (1,898)
<TOTAL-LIABILITY-AND-EQUITY> 8,888
<SALES> 0
<TOTAL-REVENUES> 2,081
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,368
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 493
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (287)
<EPS-PRIMARY> (1.59)<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Mutiplier is 1.
</FN>
</TABLE>
