FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-13083
CONSOLIDATED CAPITAL PROPERTIES V
(Name of small business issuer in its charter)
California 94-2918560
(State or other jurisdiction of (I.R.S. 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $4,950,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
PART I
Item 1. Description of Business
Consolidated Capital Properties V (the "Partnership") was organized on June
30, 1983, as a limited partnership under the California Uniform Limited
Partnership Act. On December 15, 1983, the Partnership registered with the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933 (File No. 2-85850) and commenced a public offering for sale of $100
million of Units, with the general partners' right to increase the offering to
$200 million. The Units represent equity interests in the Partnership and
entitle the holders thereof to participate in certain allocations and
distributions of the Partnership. The Partnership subsequently filed a Form
8-A Registration Statement with the SEC and registered its Units under the
Securities Exchange Act of 1934 (File No. 0-13083) in March 1985. The sale of
Units closed on December 6, 1984, with 180,037 Units sold at $250 each, or
gross proceeds of $45 million to the Partnership.
By the end of fiscal 1985, approximately 61% of the monies raised had been
invested in eleven properties. Of the remaining 39%, 11% was required for
organizational and offering expenses, sales commissions and acquisition fees,
and 28% was retained in Partnership reserves for project improvements and
working capital as required by the Partnership Agreement.
The General Partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The principal place of business
for the Partnership and for the General Partner is One Insignia Financial
Plaza, Greenville, South Carolina 29602.
The Partnership's primary business and only industry segment is real estate
related operations. The Partnership was formed to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
partners. At December 31, 1995, the Partnership owns three properties as
described in Item 2 - Description of Property. Previously, the Partnership
disposed of seven properties and during 1995 the Fourth Race Tower was sold to
an unaffiliated third party (See "Note F" of the Financial Statements in "Item
7"). As of December 31, 1995, the Partnership's working capital reserves are
less than 5% of Net Invested Capital, as required by its Partnership
Agreement. Reserves, consisting of cash and cash equivalents and securities
available for sale totalling $1,393,000 are less than the reserve requirements
of $1,761,000 at December 31, 1995. The Partnership intends to replenish the
working capital reserve from cash flow from operations. The working capital
requirement must be met prior to any consideration for distributions to the
partners. See "Item 6 - Management's Discussion and Analysis or Plan of
Operations," for a discussion of Partnership liquidity and capital resources.
The real estate business is highly competitive. The Registrant's real
property investments are subject to competition from similar types of
properties in the vicinities in which they are located and the Partnership is
not a significant factor in its industry. In addition, various limited
partnerships have been formed by related parties to engage in business which
may be competitive with the Registrant.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an
affiliate of the General Partner. The property manager is responsible for the
day-to-day operations of each property. The General Partner has also selected
an affiliate of Insignia to provide real estate advisory and asset management
services to the Partnership. As advisor, such affiliate provides all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing. For a further
discussion of property and partnership management, see "Item 12".
Upon the Partnership's formation in 1983, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general
partner and Consolidated Capital Group ("CCG"), a California general
partnership, was the non-corporate general partner. In 1988, through a series
of transactions, Southmark Corporation ("Southmark") acquired controlling
interest in CCEC. In December 1988, CCEC filed for reorganization under
Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's
reorganization plan, CEI acquired CCEC's general partner interests in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships") and CEI replaced CCEC as managing general partner
in all 16 partnerships. The selection of CEI as the sole managing general
partner was approved by a majority of the limited partners in the Partnership
and in each of the Affiliated Partnerships pursuant to a solicitation of the
Limited Partners dated August 10, 1990. As part of this solicitation, the
Limited Partners also approved an amendment to the Partnership Agreement to
limit changes of control of the Partnership and approved conversion of the
general partner interest of the non-corporate general partner, CCG, to that of
a special limited partner ("Special Limited Partner") without voting and
without other rights of a limited partner except for the economic interest
previously held as a general partner. Pursuant to an amendment to the
Partnership Agreement, the non-corporate general partner interest of CCG was
converted to that of a Special Limited Partner and CEI became the sole general
partner of the Partnership on December 31, 1991.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P., ("MAE") and an affiliate
of Insignia acquired an option (exercisable in whole or in part from time to
time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a
partial exercise of such option, acquired 50.5% of that stock. As a part of
the Insignia Transaction, MAE-ICC, Inc. also acquired all of the outstanding
stock of Partnership Services, Inc., an asset management entity, and Insignia
acquired all of the outstanding stock of Coventry Properties, Inc., a property
management entity. In addition, confidentiality, non-competition, and
standstill arrangements were entered into between certain of the parties.
Those arrangements, among other things, prohibit GII Realty's former sole
shareholder from purchasing Partnership Units for a period of three years. On
October 24, 1995, MAE-ICC, Inc. exercised the remaining portion of its option
to purchase all of the remaining outstanding capital stock of GII Realty, Inc.
Item 2. Description of Property
The Partnership originally acquired eleven properties of which six were sold,
and one has been foreclosed upon by the lender in years prior to 1995.
Fourth and Race Tower, an office building, was sold by the Partnership in
December 1995. As of December 31, 1995, the Partnership owned two apartment
complexes and one office building as described below:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Aspen Ridge Apartments 08/09/84 Fee ownership Apartment -
West Chicago, Illinois to first mortgage 253 units
Sutton Place Apartments 07/06/84 Fee ownership Apartment -
Corpus Christi, Texas to first mortgage 201 units
51 North High Building 12/20/84 Fee ownership Office Bldg.
Columbus, Ohio to first mortgage 85,727 sq.ft.
</TABLE>
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C>
Aspen Ridge Apartments $ 7,854 $ 4,662 5-19 years S/L $3,136
Sutton Place Apartments 5,721 3,294 5-19 years S/L 3,030
51 North High Building 6,493 3,972 3-19 years S/L 3,534
Totals $20,068 $11,928 $9,700
</TABLE>
See "Note A" of the Consolidated Financial Statements included in "Item 7" for
a description of the Partnership's depreciation policy.
Schedule of Mortgages:
Principal Principal
Balance At Balance
December 31, Interest Maturity Due At
Property 1995 Rate Date Maturity
(dollar amounts in thousands)
Aspen Ridge Apartments
1st mortgage $ 5,069 9.88% 05/01 $ 4,673
Sutton Place Apartments
1st mortgage 2,270 10.25% 05/99 2,010
51 North High Building
1st mortgage 3,557 13.50% 06/04 2,157
10,896
Mortgage discount (72)
$10,824
Schedule of Rental Rates and Occupancy:
Average Annual Average
Rental Rates Occupancy
Property 1995 1994 1995 1994
Aspen Ridge Apartments $7,589 $ 7,237 91% 96%
Sutton Place Apartments 5,748 5,555 90% 95%
51 North High Building 14.23 14.97 85% 82%
The average annual rental rate for 51 North High Street is per square foot.
The rate is per unit for the apartment properties.
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the Partnership's properties are subject to
competition from other retail centers and apartment complexes in the area. The
General Partner believes that all of the properties are adequately insured.
The occupancy decrease at the Aspen Ridge Apartments is due to increased
competition in the local market as a result of new townhouses being built. The
occupancy decrease at the Sutton Place Apartments is primarily due to the
closing of a naval base in the Corpus Christi market.
The following is a schedule of lease expirations for the years 1996-2005:
<TABLE>
<CAPTION>
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
<S> <C> <C> <C> <C>
51 North High
1996 1 607 $ 32 2.9%
1997 4 51,249 759 69.9%
1998 2 2,979 56 5.1%
1999 2 13,359 183 16.8%
2000 1 621 5 0.4%
2001-2005 1 1,785 28 2.6%
</TABLE>
One month-by-month lease contributes approximately $15,000 to annual rental
income and represents 1.4% of gross annual rent for the Partnership from 2,385
square feet.
The following schedule presents information on tenants leasing 10% or more of
the leasable square footage for each property:
<TABLE>
<CAPTION>
Square Footage Annual Rent Per Lease
Nature of Business Leased Square Foot Expiration
<S> <C> <C> <C> <C>
51 North High Building Bank 12,750 $13.86 05/31/99
Government Agency 52,238 14.46 (1)
<FN>
(1) The tenant leases three suites. Two leases have an expiration date of
6/30/97 and total square footage of 49,853. The third suite with 2,385
square feet has a month-to-month lease.
</TABLE>
Schedule of Real Estate Taxes and Rates:
Real estate taxes and rates in 1995 for each property were:
1995 1995
Taxes Rate
(in thousands)
Aspen Ridge Apartments (1) $ 238 8.8%
Sutton Place Apartments 101 2.8%
51 North High Building 92 5.1%
(1) Estimate is based on 1994 billing, since 1995 bill has not been received.
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the quarter ended December 31, 1995, no matters were submitted to a vote
of the security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Units of Limited Partnership and Related
Security Holder Matters
(A) No established public trading market for the Partnership's Units exists
nor is one expected to develop.
(B) Title of Class Number of Unit Holders of Record
Limited Partnership Units 5,313 as of December 31, 1995
There were no cash distributions to the Partners during 1994 or 1995. No
distributions are expected to be made in 1996 since the Partnership's working
capital reserves did not meet the 5% of Net Invested Capital requirement.
Cumulative distributions to the Limited Partners since the inception of the
partnership totalled $9.8 million at December 31, 1995. See also "Item 6 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Item 6. Management's Discussion and Analysis or Plan of Operations
Results of Operations
The Partnership realized a loss from operations of $1,552,000 for the year
ended December 31, 1995, compared to a loss from operations of $2,087,000 for
the year ended December 31, 1994.
Interest and other income decreased for the year ended December 31, 1995,
compared to the year ended December 31, 1994, as a result of lower cash
balances available for investment and due to the receipt in 1994 of the
Partnership's pro-rata share of the claims filed in Southmark's Chapter 11
bankruptcy proceeding. This decrease was partially offset by dividends
received on the Partnership's investment in Southmark preferred stock in 1995.
Depreciation and amortization expense decreased due to the reduced carrying
values of depreciable assets resulting from the valuation adjustments recorded
in prior years. In 1994, the Partnership recognized a $502,000 write-down of
the carrying value of the Fourth and Race Tower to its estimated fair market
value. Interest expense decreased due 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 and the refinancing of the $4.5 million mortgage
secured by Aspen Ridge in April 1994. Administrative expenses increased for
the year ended December 31, 1995, compared to the year ended December 31, 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 were $84,000 for the year ended December 31, 1995.
The increased costs related to the transition efforts were incurred to minimize
any disruption in the year-end reporting function including the financial
reporting and K-1 preparation and distribution. The General Partner expects
recurring administrative expenses to be reduced now that the management
transition is completed.
For the year ended December 31, 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 received as of December 31, 1995, were $68,000. These
proceeds exceed the total estimated costs of replacing the destroyed equipment,
resulting in a casualty gain of $19,000.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that
the General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
As of December 31, 1995, the Partnership held unrestricted cash of $1,078,000
compared to $240,000 at December 31, 1994. Net cash provided by operating
activities increased primarily due to the Partnership paying approximately
$250,000 less in interest for 1995 compared to 1994, as well as reduced
payments of outstanding payables and accrued expenses. Net cash provided by
investing activities increased primarily due to the receipt of the Fourth and
Race Tower sales proceeds in 1995 (as discussed below), partially offset by
reduced proceeds from the sale of securities. Net cash used in financing
activities decreased due to the payment of the Fourth and Race Tower's note in
1994.
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 cash equivalents and securities available for
sale totalling $1,393,000, are less than the reserve requirement of $1,761,000
at December 31, 1995. 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 distributions to the partners.
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 meet other operating 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. No
distributions were declared or paid, during 1995 or 1994.
On December 29, 1995, the Partnership sold Fourth and Race Tower located in
Cincinnati, Ohio to an unaffiliated party. The property was sold in order to
maximize the Partnership's return of its investment. Total consideration
received for Fourth and Race Tower was $1,050,000. After the payment of
closing costs and related items, the Partnership received net sales proceeds of
$863,000 and the sale resulted in a loss of approximately $500,000. Please
refer to "Item 7 - Notes to the Consolidated Financial Statements," "Note F -
Sale of Real Estate," for a summary of the sales transaction.
In April 1994, the General Partner obtained a refinancing of 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 first lien of approximately
$5.2 million bears interest at 9.875% and matures in May 2001. After repayment
of the existing debt and payment of refinancing and closing costs, the
Partnership received net proceeds of $455,000.
At December 31, 1993, the Partnership was obligated under two mortgage notes
payable aggregating approximately $1.6 million secured by the Fourth and Race
Tower. During 1994, the General Partner and the lender negotiated an
arrangement which provided for repayment of the notes at a substantial
discount. The Partnership paid $1 million to the lender in September 1994 in
full settlement of the mortgage debt. The Partnership recognized an
extraordinary gain of $275,000 related to the debt extinguishment and the non-
cash write-off of the unamortized mortgage discount.
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly, or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the affiliated partnerships'
allowed claim at an aggregate $11 million. 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.
Item 7. Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
LIST OF FINANCIAL STATEMENTS
Reports of Independent Auditors
Consolidated Balance Sheet - December 31, 1995
Consolidated Statements of Operations - Years ended December 31, 1995
and 1994
Consolidated Statement of Changes in Partners Deficit - Years ended
December 31, 1995 and 1994
Consolidated Statements of Cash Flows - Years ended December 31, 1995 and
1994
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Properties V
We have audited the accompanying consolidated balance sheet of Consolidated
Capital Properties V as of December 31, 1995, and the related consolidated
statements of operations, changes in partners capital (deficit) and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership s management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Properties V as of December 31, 1995, and the consolidated
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 15, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Consolidated Capital Properties V:
We have audited the accompanying consolidated statements of operations,
partners' capital (deficit) and cash flows of Consolidated Capital Properties V
(a California limited partnership) for the year ended December 31, 1994. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Consolidated
Capital Properties V for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.
/s/ Arthur Andersen, LLP
Dallas, Texas
March 23, 1995
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $1,078
Restricted--tenant security deposits 108
Securities available for sale 207
Prepaid and other assets 602
Investment properties:
Land $ 1,969
Buildings and personal property 18,099
20,068
Less accumulated depreciation (11,928) 8,140
$10,135
Liabilities and Partners' Deficit
Liabilities
Accounts payable and accrued expenses $ 821
Mortgage notes and interest payable 10,925
Partners' Deficit
General partner $ (18)
Special limited partners (56)
Limited partners (179,617 units
issued and outstanding) (1,537) (1,611)
$10,135
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $ 4,863 $ 4,765
Interest and other income 87 188
Total revenues 4,950 4,953
Expenses:
Property operations 3,468 3,211
Depreciation and amortization 1,370 1,575
Write-down of investment property -- 502
Interest 1,343 1,516
Administrative 321 236
Total expenses 6,502 7,040
Loss from operations (1,552) (2,087)
(Loss) gain on sale of securities
available for sale (7) 12
Loss on dispositions of investment property (508) --
Loss before extraordinary item (2,067) (2,075)
Extraordinary item -- 275
Net loss $(2,067) $(1,800)
Net loss allocated to general
partners (.2%) $ (4) $ (4)
Net loss allocated to limited
partners (99.8%) (2,063) (1,796)
$(2,067) $(1,800)
Net loss per limited partnership unit:
Loss before extraordinary item $(11.49) $(11.53)
Extraordinary item -- 1.53
Net loss $(11.49) $(10.00)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
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, 1993 179,617 (10) (60) 2,326 2,256
Net Loss for the year ended
December 31, 1994 -- (4) -- (1,796) (1,800)
Amortization of timing
difference -- -- 2 (2) --
Partners' deficit at
December 31, 1994 179,617 $ (14) $ (58) $ 528 $ 456
Net loss for the year
ended December 31, 1995 -- (4) -- (2,063) (2,067)
Amortization of timing
difference -- -- 2 (2) --
Partners' deficit at
December 31, 1995 179,617 $ (18) $ (56) $(1,537) $(1,611)
<FN>
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,067) $(1,800)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization of lease
commissions, discounts and loan costs 1,496 1,715
Extraordinary item -- (275)
Loss (gain) on sale of securities 7 (12)
Loss on sale of investment property 508 --
Write-down of investment property -- 502
Interest added to mortgage note payable 36 --
Change in accounts:
Tenant security deposits (108) --
Prepaids and other assets (1) (133)
Accounts payable and accrued expenses 226 (132)
Interest payable 101 --
Net cash provided by (used in)
operating activities 198 (135)
Cash flows from investing activities:
Deposits to restricted escrows (61) --
Receipts from restricted escrows 26 --
Property improvements and replacements (553) (450)
Purchases of securities available for sale -- (441)
Proceeds from sale of real estate 863 --
Proceeds from sale of securities for sale 491 1,451
Net cash provided by investing activities 766 560
Cash flows from financing activities:
Payments on mortgage notes payable (126) (109)
Proceeds from refinancing -- 5,150
Repayment of note payable -- (5,530)
Direct financing costs -- (134)
Net cash used in financing activities (126) (623)
Net increase (decrease) in cash 838 (198)
Cash at beginning of year 240 438
Cash at end of year $ 1,078 $ 240
<FN>
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995
Note A - Organization and Summary of Significant Accounting Policies
Organization
Consolidated Capital Properties V, a California limited partnership (the
"Partnership"), was formed on June 30, 1983, to acquire and operate commercial
and residential properties. As of December 31, 1995, the Partnership owns two
residential properties and one commercial property located in or near major
urban areas in the United States.
At the time of the Partnership's formation in 1983, Consolidated Capital
Equities Corporation ("CCEC"), a Colorado corporation, was the corporate
general partner and Consolidated Capital Group ("CCG"), a California general
partnership, was the non-corporate general partner. In December 1988, CCEC
filed for reorganization under Chapter 11 of the United States Bankruptcy
Code. As part of its reorganization plan, ConCap Equities, Inc., (the
"General Partner" or "CEI") acquired CCEC's general partner interests in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships") and CEI and replaced CCEC as managing general
partner in all 16 partnerships. As part of the solicitation for approval of
CEI as general partner, the limited partners also approved the conversion of
CCG from a general partner to a special limited partner, thereby leaving CEI
as the sole general partner of the Partnership.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P., ("MAE") and an affiliate
of Insignia Financial Group, Inc., ("Insignia") acquired an option
(exercisable in whole or in part from time to time) to purchase all of the
stock of GII Realty, Inc. and, pursuant to a partial exercise of such option,
acquired 50.5% of that stock. As a part of the Insignia Transaction, MAE-ICC,
Inc. also acquired all of the outstanding stock of Partnership Services, Inc.,
an asset management entity and Insignia acquired all of the outstanding stock
of Coventry Properties, Inc., a property management entity. In addition,
confidentiality, non-competition, and standstill arrangements were entered
into between certain of the parties. Those arrangements, among other things,
prohibit GII Realty's former sole shareholder from purchasing Partnership
Units for a period of three years. On October 24, 1995, MAE-ICC, Inc.
exercised the remaining portion of its option to purchase all of the remaining
outstanding capital stock of GII Realty, Inc.
The principal place of business for the Partnership and for the General
Partner is One Insignia Financial Plaza, Greenville, South Carolina.
Note A - Organization and Summary of Significant Accounting Policies (continued)
Consolidation
The Partnership's financial statements include the accounts of two wholly-
owned limited partnerships (Aspen Ridge Associates, Ltd. and Race Street
Assoc., Ltd.). All intercompany transactions have been eliminated.
Investment Properties
Prior to 1995, investment properties were carried at the lower of cost or
estimated fair value, which was determined using the higher of the property's
non-recourse debt amount, when applicable, or the net operating income of the
investment property capitalized at a rate deemed reasonable for the type of
property. During 1995, the Partnership adopted FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of," which requires impairment losses to be recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The effect of
adoption was not material.
Depreciation
Buildings and improvements are depreciated on the straight-line method over
the estimated useful lives of the assets, ranging from 3 to 19 years. Tenant
improvements are depreciated over the term of the respective lease.
Cash and cash equivalents
Unrestricted - Unrestricted cash includes cash on hand, demand deposits
and money market funds with original maturities of three months or less. At
certain times the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Restricted cash - tenant security deposits - The Partnership requires
security deposits from new lessees for the duration of the lease with such
deposits being considered restricted cash. Deposits are refunded when the
tenant vacates, provided the tenant has not damaged its space and is current
on its rental payments.
Restricted Escrows
Aspen Ridge maintains a repair and maintenance escrow, included in other
assets, of $77,000 at December 31, 1995 and $42,000 at December 31, 1994.
Note A - Organization and Summary of Significant Accounting Policies (continued)
Reclassification
Certain reclassifications have been made to the 1994 information to conform to
the 1995 presentation.
Securities Available For Sale
In 1994, the Partnership adopted Statements of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
As the fair values of the securities available for sale ("Securities")
approximate their cost, any unrealized gains or losses are immaterial and
therefore have not been recorded in the accompanying consolidated financial
statements. The cost of Securities sold is determined using the specific
identification method.
The Securities mature as follows:
Description Cost Maturity
(in thousands)
U.S. Treasury Notes $ 199 February 1998
Equity Securities 8 N/A
$ 207
Fair Value
In 1995, the Partnership implemented Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
which requires disclosure of fair value information about financial
instruments for which it is practicable to estimate that value. The carrying
amount of the Partnership's cash and cash equivalents approximates fair value
due to short-term maturities. The Partnership estimates the fair value of its
fixed rate mortgages by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership.
Rental Income
The Partnership leases its residential property under short-term operating
leases. Lease terms are generally one year or less in duration. Commercial
office property leases vary from one to ten years. For leases with scheduled
rental increases, rental income is recognized on a straight-line basis over
the life of the applicable leases.
Note A - Organization and Summary of Significant Accounting Policies (continued)
Deferred Loan Fees
Deferred loan fees are amortized using the straight-line method over the lives
of the related mortgage notes. Unamortized deferred fees are included in
prepaid expenses and other assets.
Lease Commissions
Lease commissions are capitalized and amortized using the straight-line method
over the life of the applicable lease. Unamortized lease commissions are
included in prepaid expenses and other assets.
Discounts on Notes Payable
Discounts on notes payable are amortized using the effective interest method
over the remaining terms of the related notes. Unamortized discounts are
included in mortgage notes and interest payable.
Income Taxes
No provision has been made in the financial statements for Federal income
taxes. Under current law, no Federal income taxes are paid directly by the
Partnership, and the Partners are responsible for their respective shares of
Partnership net income or loss.
The tax basis of the Partnership's assets and liabilities is approximately
$6,032,000 greater than the assets and liabilities as reported in the
financial statements.
Allocation of Net Income and Net Loss
The Partnership Agreement provides for net income and net losses for both
financial and tax reporting purposes to be allocated 99.8% to the Limited
Partners and .2% to the General Partner.
Advertising Costs
Advertising costs of approximately $88,000 in 1995, and $58,000 in 1994 are
charged to expenses as incurred and are included in operating expenses.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Note B - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and
affiliates of Insignia for the management and administration of all of the
Partnership activities, as provided for in the Partnership agreement.
The Partnership has paid the property management fees noted below based upon
collected gross rental revenues ("Rental Revenues") for property management
services in each of the years ended December 31, 1995, and 1994, respectively.
For the year ended December 31, 1994, a portion of such property management
fees equal to 4% of Rental Revenues was paid to the property management
companies performing day-to-day property management services and a portion
equal to 1% of Rental Revenues was paid to Partnership Services, Inc. ("PSI")
for advisory services related to day-to-day operations. Prior to July 1993,
day-to-day property management services were provided to the Partnership
properties by unaffiliated management companies. In July 1993, Coventry
Properties, Inc. ("Coventry"), an affiliate of the General Partner, assumed
day-to-day property management responsibilities for two of the Partnership's
properties under the same management fee arrangement as the unaffiliated
management companies. Coventry assumed day-to-day property management
responsibilities for one additional Partnership property in January 1994. In
December 1994, affiliates of 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 was managed by a third party until it was
sold in December 1995. Fees paid to Insignia affiliates for the year ended
December 31, 1995, and fees paid to PSI and Coventry for the year ended
December 31, 1994, have been reflected in the following table as compensation
to related parties in the applicable periods:
Years Ended December 31,
1995 1994
(in thousands)
Property management fees $246 $100
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 year ended December 31, 1994,
received reimbursements as reflected in the following table:
Years Ended December 31,
1995 1994
(in thousands)
Reimbursement for services of affiliates $169 $134
Note B - Related Party Transactions (continued)
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 - Other Income
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation'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 an aggregate $11 million. 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 $59,000 in cash representing the Partnership's share of the recovery,
based on its pro rata share of the claims filed.
Note D - 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 equivalents and securities available
for sale totalling $1,393,000, are less than the reserve requirement of
$1,761,000 at December 31, 1995. 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 distributions to the
partners.
Note E - 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, 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. 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 reverse.
Note F - Sale of Real Estate
In December 1995, the Partnership sold Fourth and Race Tower, an office
building in Cincinnati, Ohio, for net sales proceeds of approximately $863,000
after payment of closing costs. The Partnership realized a loss of
approximately $501,000 on the sale during the fourth quarter of 1995.
The sales transaction is summarized as follows (amounts in thousands):
Cash proceeds received $863
Net real estate (1) (1,439)
Net other liabilities 75
Loss on sale of real estate ($501)
(1) Real estate at cost, net of accumulated depreciation of
approximately $4.7 million.
Note F - Sale of Real Estate (continued)
The following unaudited pro-forma information reflects the operations of the
Partnership for the years ended December 31, 1995 and 1994, as if Fourth and
Race had been sold January 1, 1994.
Pro-Forma Results of Operations
for the Years Ended December 31,
1995 1994
(in thousands)
(unaudited)
Revenues $4,036 $4,125
Loss from continuing operations (1,167) (824)
Net Loss (1,181) (839)
Loss per Limited Partnership Unit (6.57) (4.66)
Note G - Mortgage 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.
At December 31, 1993, the Partnership was obligated under two mortgage notes
payable aggregating approximately $1.6 million secured by the Fourth and Race
Office Building. During 1994, the General Partner and the lender negotiated
an arrangement which provided for prepayment of the notes at a substantial
discount. The Partnership paid $1 million to the lender in September, 1994 in
full settlement of the mortgage debt. The Partnership recognized an
extraordinary gain of $275,000 on the transaction, related to the debt
extinguishment and a non-cash expense to write-off the remaining mortgage
discount.
Cash paid for interest was approximately $1,116,000 and $1,368,000 for the
years ended December 31, 1995 and 1994, respectively.
Note G - Mortgage Notes Payable (continued)
</TABLE>
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December Including Interest Maturity Due At
Property 1995 Interest Rate Date Maturity
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C>
Aspen Ridge Apartments
1st mortgage $ 5,069 $ 46 9.88% 05/01 $ 4,681
Sutton Place Apartments
1st mortgage 2,270 25 10.25% 05/99 2,010
51 North High Building
1st mortgage 3,557 40 13.50% 06/04 2,157
10,896
Mortgage discount (72)
$10,824 $ 111
</TABLE>
Scheduled maturities of principal are as follows:
Years Ending December 31, (in thousands)
1996 $ 827
1997 141
1998 155
1999 2,119
2000 86
The estimated fair values of the Partnership's aggregate debt is approximately
$11,449,000. This value represents a general approximation of possible value
and is not necessarily indicative of the amounts the Partnership might pay in
actual market transactions.
Note H - Operating Leases
Tenants of 51 North High are responsible for their own utilities and
maintenance of their space and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes. A portion of
the real estate taxes, insurance, and common area maintenance expenses are
paid directly by the Partnership. The Partnership is then reimbursed by the
tenants for their proportionate share.
Note H - Operating Leases (continued)
The future minimum rental payments to be received under operating leases that
have initial or remaining noncancellable lease terms in excess of one year as
of December 31, 1995 are as follows:
Years Ending December 31, (in thousands)
1996 $1,033
1997 657
1998 243
1999 110
2000 31
Thereafter 100
$2,174
Note I - Major Tenants
Rents from tenants exceeding 10% of rental income in 1995 or 1994 were as
follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
1995 1994
Amount Percent Amount Percent
<S> <C> <C> <C> <C>
Department of Youth Services 651 13% 527 11%
</TABLE>
Note J - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Aspen Ridge Apartments $ 5,069 $ 593 $ 6,383 $ 878
Sutton Place Apartments 2,270 905 4,091 725
51 North High Building 3,557 561 5,157 775
Totals $10,896 $2,059 $15,631 $2,378
</TABLE>
Note J - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Aspen Ridge Apartments
West Chicago, Illinois $ 593 $ 7,261 $7,854 $ 4,662 08/09/84 5-19
Sutton Place Apartments
Corpus Christi, Texas 850 4,871 5,721 3,294 07/06/84 5-19
51 North High Street Building
Columbus, Ohio 526 5,967 6,493 3,972 12/20/84 3-19
Totals $1,969 $18,099 $20,068 $11,928
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation:"
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
(in thousands)
Investment Properties
<S> <C> <C>
Balance at beginning of year $27,835 $27,385
Property improvements 553 450
Dispositions through sale (6,160) --
Dispositions through write-off (20) --
Allocation of allowance for possible losses (2,140) --
Balance at End of Year $20,068 $27,835
Accumulated Depreciation
Balance at beginning of year $15,336 $13,825
Additions charged to expense 1,327 1,511
Accumulated depreciation on real estate sold (4,722) --
Accumulated depreciation on write-off (13) --
Balance at end of year $11,928 $15,336
</TABLE>
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994, is approximately $22,126,000 and $30,334,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1995 and 1994, is approximately $12,426,000 and $14,963,000, respectively.
Note K - Subsequent Event
The Partnership restructured the debt on the 51 North High Building by making a
principal prepayment (without premium or penalty) of $700,000 in January 1996.
In addition to this payment, the lender reduced the debt by an additional
$700,000, resulting in a total principal reduction of $1,400,000. The interest
rate of the loan was reduced from 13.5% to 9%. The maturity date of June 1,
2004 was unchanged.
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 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
As reported in the Partnership's Form 8-K filed May 10, 1995, as of May 3,
1995, Arthur Andersen LLP, the independent accountant previously engaged as the
principal accountant to audit the financial statements of the Partnership was
dismissed. As of the same date, the firm of Ernst & Young LLP was engaged to
provide that service for the Partnership.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The Managing General Partner
manages and controls the Registrant and has general responsibility and
authority in all matters affecting its business.
The name of the directors and executive officers of ConCap Equities Inc.
("CEI"), the Partnership's General Partner, as of December 31, 1995, their ages
and the nature of all positions with CEI presently held by them are set forth
below. There are no family relationships between or among any officers and
directors.
Name Age Position
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Chief
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of CEI since December 1994 and President
of Metropolitan Asset Enhancement, L.P. ("MAE") subsidiaries since August 1994.
Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (a regional CPA firm) and engaged in various other
investment and consulting activities, which included portfolio acquisitions,
asset dispositions, debt restructurings and financial reporting. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993 Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President
and Director of U.S. Shelter Corporation, a real estate services company, which
sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI
since December 1994 and Chief Accounting Officer and Controller of the MAE
subsidiaries since February 1994. Prior to joining MAE in September 1993, Mr.
Long served as a senior regional accountant with Insignia Management Group,
Inc. since December 1991. From January 1991 until December 1991, Mr. Long was
associated with the accounting firm of Harshman, Lewis and Associates. From
July 1989 until January 1991, Mr. Long was an auditor for the State of
Tennessee. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. has been Vice President of CEI since December 1994,
Vice President of the MAE subsidiaries since January 1992, and Managing
Director - Partnership Administration of Insignia since January 1991. During
the five years prior to joining Insignia in 1991, he served in a similar
capacity for U.S. Shelter. Mr. Jarrard is a graduate of the University of
South Carolina and a certified public accountant.
John K. Lines has been Secretary of CEI since December 1994, Secretary of the
MAE subsidiaries since August 1994 and General Counsel and Secretary of
Insignia since July 1994. From May 1993 until June 1994, Mr. Lines was the
Assistant General Counsel and Vice President of Ocwen Financial Corporation in
West Palm Beach, Florida. From October 1991 until April 1993, Mr. Lines was a
Senior Attorney with Banc One Corporation in Columbus, Ohio. From May 1984
until October 1991, Mr. Lines was employed as an associate with Squire Sanders
& Dempsey in Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992 and Assistant
Secretary of Insignia since January 1991. During the five years prior to
joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
CEI is the General Partner of the Partnership and 15 other Affiliated
Partnerships as of December 31, 1995.
Item 10. Executive Compensation
No direct compensation was paid or payable by the Partnership to directors or
officers (since it does not have any directors or officers) for the year ended
December 31, 1994, nor was any direct compensation paid or payable by the
Partnership to directors or officers of the General Partner for the year ended
December 31, 1994. The Partnership has no plans to pay any such remuneration
to any directors or officers of the General Partner in the future.
See "Item 7 - Financial Statements", "Note B - Related Party Transactions", for
amounts of compensation and reimbursement of salaries paid by the Partnership
to the General Partner and its affiliates and the former general partner and
former affiliates.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of February 1996, no person was known to
CEI to own of record or beneficially more than five percent of the
Units of the Partnership.
(b) Beneficial Owners of Management
Neither CEI nor any of the directors or officers or associates of CEI
own any Units of the Partnership of record or beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of February 1996, the following persons were known to CEI to be
the beneficial owners of more than 5 percent (5%) of its common
stock:
Number of Percent
Name and Address CEI Shares Of Total
GII Realty, Inc. 100,000 100%
GII Realty, Inc. is owned by MAE,ICC, Inc. (See "Item 1").
Item 12. Certain Relationships and Related Transactions
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had
any interest in any other transaction to which the Partnership is a party.
Please refer to "Item 7 - Financial Statements", "Note B - Related Party
Transactions", for the amounts and items of permissible compensation and fees
paid to the General Partner and its affiliates and other related parties for
the last two years.
The Partnership has paid the property management fees noted below based upon
collected gross rental revenues ("Rental Revenues") for property management
services in each of the years ended December 31, 1995, and 1994, respectively.
For the year ended December 31, 1994, a portion of such property management
fees equal to 4% of Rental Revenues was paid to the property management
companies performing day-to-day property management services and a portion
equal to 1% of Rental Revenues was paid to Partnership Services, Inc. ("PSI")
for advisory services related to day-to-day operations. Prior to July 1993,
day-to-day property management services were provided to the Partnership
properties by unaffiliated management companies. In July 1993, Coventry
Properties, Inc. ("Coventry"), an affiliate of the General Partner, assumed
day-to-day property management responsibilities for two of the Partnership's
properties under the same management fee arrangement as the unaffiliated
management companies. Coventry assumed day-to-day property management
responsibilities for one additional Partnership property in January 1994. In
December 1994, affiliates of Insignia assumed day-to-day property management
responsibilities for all of the Partnership's properties with the exception of
the Fourth and Race Tower. This property was managed by a third party until it
was sold in December 1995.
Litigation with Former Related Parties
Please refer to "Item 7 - Financial Statements", "Note B" - Related Party
Transactions, for the amounts and items of compensation and fees paid to former
affiliates.
In 1991, the Partnership (and simultaneously each of the 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 Affiliated Partnership's allowed
claim at an aggregate $11 million. 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
estimated 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 it pro rate share of the claims filed.
Conversion of Non-Corporate General Partner Special Allocation
In the year ended December 31, 1991, the Partnership Agreement was amended to
convert the general partner interest held by the non-corporate general partner,
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 record; however, the Special Limited Partner will retain the economic
interest in the Partnership which it previously owned as general partner. CEI
became the sole general partner of the Partnership effective as of 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 interest to CEI so that CEI now holds a
.2 percent interest in all allocable items of income, loss and distribution.
The difference between the Special Limited Partners' capital accounts for
financial statement and tax reporting purposes is being amortized to the
Limited Partners' capital account as the components of the timing differences
which created the balance reverse.
All of the above-referenced agreements with affiliates of CEI and related
parties of the Partnership are subject to the conditions and limitations
imposed by the Partnership Agreement.
Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed during the fourth quarter of 1995:
A form 8-K dated October 24, 1995 was filed reporting a change in
the ownership of GII Realty, Inc., the sole stockholder of the
general partner of the Registrant.
SIGNATURES
In accordance with Section 13 or 15(d) 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: March 27, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
/s/Carroll D. Vinson President Date: March 27, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal Date: March 27, 1996
Robert D. Long, Jr. Accounting Officer
INDEX OF EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
3 Certificate of Limited Partnership, as amended to
date.
10.1 Property Management Agreement No. 109 dated October 23,
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.2 Property Management Agreement No. 308 dated October 23,
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.3 Property Management Agreement No. 406 dated October 23,
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.4 Bill of Sale and Assignment dated October 23, 1990,
by and between CCEC and ConCap Services Company
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.5 Assignment and Assumption Agreement dated October 23,
1990, by and between CCEC and ConCap Management
Limited Partnership ("CCMLP") (Incorporated by
reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.6 Assignment and Agreement as to Certain Property
Management Services dated October 23, 1990 by and
between CCMLP and ConCap Capital Company (Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.7 Assignment and Assumption Agreement dated October 23,
1990, by and between CCMLP and The Hayman Company
(100 Series of Property Management Contracts)
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.8 Assignment and Assumption Agreement dated October 23,
1990, by and between CCMLP and Metro ConCap, Inc.(300
Series of Property Management Contracts)(Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.9 Assignment and Assumption Agreement dated October 23,
1990, by and between CCMLP and R&B Realty Group (400
Series of Property Management Contracts)(Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.10 Construction Management Cost Reimbursement Agreement
dated January 1, 1991, by and between the Partnership
and Metro ConCap, Inc. (Incorporated by reference to
the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.11 Construction Management Cost Reimbursement Agreement
dated January 1, 1991, by and between the Partnership
and The Hayman Company. (Incorporated by reference
to the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.12 Construction Management Cost Reimbursement Agreement
dated January 1, 1991, by and between the Partnership
and R&B Apartment Management Company, Inc.
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1991).
10.13 Investor Services Agreement dated October 23, 1990,
by and between the Partnership and CCEC (Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.14 Assignment and Assumption Agreement (Investor
Services Agreement) dated October 23, 1990, by and
between CCEC and ConCap Services Company
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1990).
10.15 Letter of Notice dated December 20, 1991, from
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution of
the ConCap Services Company whereby PSI assumed the
Investor Services Agreement. (Incorporated by
reference to the Annual Report on Form 10-K for the
year ended December 31, 1990).
10.16 Financial Services Agreement dated October 23, 1990,
by and between the Partnership and CCEC (Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.17 Assignment and Assumption Agreement (Financial
Services Agreement) dated October 23, 1990, by and
between CCEC and ConCap Capital Company (Incorporated
by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.18 Letter of Notice dated December 20, 1991, from PSI to
the Partnership regarding the change in ownership and
dissolution of ConCap Capital Company whereby PSI
assumed the Financial Services Agreement.
(Incorporated by reference to the Annual Report on
Form 10-k for the year ended December 31, 1991).
10.19 Stock and Asset Purchase Agreement, dated December 8,
1994 (the "Gordon Agreement"), among MAE-ICC, Inc.
("MAE-ICC"), Gordon Realty Inc. ("Gordon"), GII
Realty, Inc. ("GII Realty"), and certain other
parties. (Incorporated by reference to Form 8-K
dated December 8, 1994).
10.20 Exercise of the Option (as defined in the Gordon
Agreement), dated December 8, 1994, between MAE-ICC
and Gordon. (Incorporated by reference to Form 8-K
dated December 8, 1994)
11 Statement regarding computation of Net Income per
Limited Partnership Unit (Incorporated by reference
to Note 1 of Item 8 - Financial Statements of this
Form 10-K).
16.1 Letter, dated August 12, 1992, from Ernst & Young to
the Securities and Exchange Commission regarding
change in certifying accountant. (Incorporated by
reference to Form 8-K dated August 6, 1992).
16.2 Letter dated May 9, 1995 from the Registrant's former
independent accountant regarding its concurrence with
the statements made by the Registrant regarding a
change in the certifying accountant. (Incorporated
by reference to Form 8-K dated May 3, 1995)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties V 1995 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000725614
<NAME> CONSOLIDATED CAPITAL PROPERTIES V
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,078
<SECURITIES> 207
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,068
<DEPRECIATION> 11,928
<TOTAL-ASSETS> 10,135
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,925
0
0
<COMMON> 0
<OTHER-SE> (1,611)
<TOTAL-LIABILITY-AND-EQUITY> 10,135
<SALES> 0
<TOTAL-REVENUES> 4,950
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,502
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,343
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,067)
<EPS-PRIMARY> (11.49)
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
