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 March 31, 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)
March 31, 1996
Assets
Cash:
Unrestricted $ 300
Restricted - tenant security deposits 108
Investments 207
Accounts receivable 22
Escrows for taxes and insurance 254
Restricted escrows 93
Prepaid and other assets 243
Investment properties:
Land $ 1,969
Buildings and related personal property 18,143
20,112
Less accumulated depreciation (12,210) 7,902
$ 9,129
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 118
Tenant security deposits 110
Accrued taxes 396
Other liabilities 171
Mortgage notes payable 10,103
Partners' Deficit
General partner $ (18)
Special limited partners (55)
Limited partners (179,617 units
issued and outstanding) (1,696) (1,769)
$ 9,129
See Accompanying Notes to Consolidated Financial Statements
b) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 978 $1,194
Other income 31 55
Total revenues 1,009 1,249
Expenses:
Operating 367 579
General and administrative 56 113
Maintenance 99 202
Depreciation 282 315
Interest 249 331
Property taxes 114 164
Total expenses 1,167 1,704
Net loss $ (158) $ (455)
Net loss allocated to general
partners (.2%) $ -- $ (1)
Net loss allocated to limited
partners (99.8%) (158) (454)
$ (158) $ (455)
Net loss per limited partnership unit: $ (.88) $(2.53)
See Accompanying Notes to Consolidated Financial Statements
c) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1996
(in thousands, except unit data)
Limited Special
Partnership General Limited Limited
Units Partner Partner Partners Total
<S> <C> <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
three months ended
March 31, 1996 -- -- -- (158) (158)
Partners' deficit at
March 31, 1996 179,617 $ (18) $ (55) $(1,696) $(1,769)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (158) $ (455)
Adjustments to reconcile net loss to net
cash provided by operating
activities:
Depreciation 282 315
Amortization of lease commissions, discounts,
and loan costs 42 46
Interest added to mortgage notes payable 3 --
Change in accounts:
Restricted cash 1 --
Accounts receivable -- (20)
Escrows for taxes and insurance (59) 32
Prepaid and other assets 51 11
Accounts payable (111) 121
Tenant security deposit liabilities (8) (5)
Accrued taxes 67 (35)
Other liabilities (76) 153
Net cash provided by
operating activities 34 163
Cash flows from investing activities:
Property improvements and replacements (44) (91)
Deposits to restricted escrows (16) (17)
Net cash used in investing activities (60) (108)
Cash flows from financing activities:
Payments on mortgage notes payable (52) (23)
Repayment of mortgage note payable (700) --
Net cash used in financing activities (752) (23)
Net (decrease) increase in cash and cash equivalents (778) 32
Cash and cash equivalents at beginning of period 1,078 240
Cash and cash equivalents at end of period $ 300 $ 272
Supplemental disclosure of cash flow information:
Cash paid for interest $ 244 $ 246
<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") 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 month period ended March 31, 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 noted below based upon
collected gross rental revenues for property management services in each of the
three month periods ended March 31, 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. Fees paid to affiliates of the General Partner for the three months ended
March 31, 1996, are presented below. The property management fees are included
in operating expenses.
For the Three Months Ended
March 31,
1996 1995
(in thousands)
Property management fees $50 $49
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 received
reimbursements as reflected in the following table:
Note B - Transactions with Related Parties - (continued)
For the Three Months Ended
March 31,
1996 1995
(in thousands)
Reimbursement for services of affiliates $34 $57
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
approximately $615,000, are less than the reserve requirement of approximately
$1.8 million at March 31, 1996. The Partnership intends to replenish the
working capital reserve from cash flow from operations, however, the
Partnership's recent cash flows from operations 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 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.
Note D - Change in Status of Non-Corporate General Partner - (continued)
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 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 Consolidated Capital Properties V is the 99.99% limited
partner. Consolidated Capital Properties V 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 three months ended March 31, 1996 and 1995:
Occupancy for the Three Months Ended
March 31,
1996 1995
Aspen Ridge Apartments
Chicago, Illinois 89% 94%
Sutton Place Apartments
Corpus Christi, Texas 90% 90%
51 North High Street Building
Columbus, Ohio 88% 83%
The decrease in occupancy at Aspen Ridge Apartments is primarily due to
increased competition in the local market as a result of new townhouses being
built and a temporary decline in three-bedroom rentals. 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 approximately $158,000 for the three
months ended March 31, 1996, compared to a net loss of approximately $455,000
for the three months ended March 31, 1995. 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. 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 of the Fourth and Race
Tower for sale in 1995 negatively impacting operations. 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").
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.
As of March 31, 1996, the Partnership held cash and cash equivalents of
approximately $300,000 compared to approximately $272,000 at March 31, 1995.
Net cash provided by operating activities decreased primarily due to the timing
of real estate tax payments and increased payments of certain repair and
maintenance items incurred in December of 1995. Net cash used in investing
activities decreased due to decreased property improvements for the three months
ended March 31, 1996, compared to the three months ended March 31, 1995. Net
cash used in financing activities increased due primarily to the payment on the
51 North High Building debt in January 1996 as 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 $10,103,000, 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 three months ended March 31,
1995, and March 31, 1996, 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 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 300
<SECURITIES> 207
<RECEIVABLES> 22
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,112
<DEPRECIATION> 12,210
<TOTAL-ASSETS> 9,129
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,103
0
0
<COMMON> 0
<OTHER-SE> (1,769)
<TOTAL-LIABILITY-AND-EQUITY> 9,129
<SALES> 0
<TOTAL-REVENUES> 1,009
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,167
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 249
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (158)
<EPS-PRIMARY> (.88)<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
