FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
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: $4,152,000
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 a specified date within the past 60 days: 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" or "Registrant") 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 approximately $45 million to the Partnership.
By the end of fiscal 1985, approximately 61% of the proceeds 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, 1996, 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"). 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 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, the Insignia affiliate
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, the Insignia affiliate
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 seven were sold,
and one has been foreclosed upon by the lender in years prior to 1996. As of
December 31, 1996, 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 subject Apartment -
West Chicago, Illinois to first mortgage 253 units
Sutton Place Apartments 07/06/84 Fee ownership subject Apartment -
Corpus Christi, Texas to first mortgage 201 units
51 North High Building 12/20/84 Fee ownership subject Office Bldg.
Columbus, Ohio to first mortgage 85,727 sq.ft.
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Aspen Ridge $ 7,924 $ 5,091 5-19 years S/L $2,880
Sutton Place 5,867 3,603 5-19 years S/L 2,908
51 North High 6,571 4,377 3-19 years S/L 3,332
Totals $20,362 $ 13,071 $9,120
</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:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Maturity Due At
Property 1996 Rate Date Maturity
Aspen Ridge $ 5,750 7.33% 11/03 $ 5,750
Sutton Place 2,796 9.125% 10/03 2,581
51 North High 2,748 9.0% 06/04 2,115
$11,294
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Aspen Ridge $7,852 $ 7,589 93% 91%
Sutton Place 5,801 5,748 93% 90%
51 North High 14.23 14.23 89% 85%
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 increase at Sutton Place Apartments resulted from additional
military troops being relocated to Corpus Christi. The increase in occupancy at
51 North High is due to existing tenants leasing additional space.
The following is a schedule of lease expirations for the years 1997-2006 (dollar
amounts in thousands):
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
51 North High
1997 5 52,845 $ 790 68.7%
1998 1 1,104 30 2.6%
1999 2 13,359 183 15.9%
2000 1 621 5 .4%
2001 2 3,608 81 7.0%
2002-2006 1 1,785 28 2.5%
One month-by-month lease for 2,385 square feet contributes approximately $33,000
to annual rental income and represents 2.9% of gross annual rent for the
Partnership.
The following schedule presents information on tenants leasing 10% or more of
the leasable square footage for 51 North High:
Square Footage Annual Rent Per Lease
Nature of Business Leased Square Foot Expiration
Bank 12,750 $13.86 05/31/99
Government Agency 52,238 14.74 (1)
(1)The tenant leases three suites. Two leases with 49,853 of total square feet
have an expiration date of 6/30/97. The third suite with 2,385 square feet
has a month-by-month lease.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billings Rate
Aspen Ridge Apartments (1) $ 242 8.7%
Sutton Place Apartments 95 2.9%
51 North High Building (1) 70 5.4%
(1) Estimate is based on 1995 billing, since 1996 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 fourth quarter of the year ended December 31, 1996, 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 5,287 as of December 31, 1996
There were no cash distributions to the Partners during 1995 or 1996. No
distributions are expected to be made in 1997 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 approximately $9.8 million at December 31, 1996. 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 net loss of approximately $1,152,000 and $2,067,000
for the years ended December 31, 1996, and 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 the Fourth and Race Tower resulted in decreased rental and other
income, operating, maintenance, depreciation and property tax expenses. 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, other income was further reduced due to the non-
recurring nature of dividends received on the Partnership's investment in
Southmark Preferred Stock for the year ended December 31, 1995, and due to
decreased interest income resulting from lower cash balances available for
investment. These decreases were partially offset by a property tax refund
received during the year ended December 31, 1996, for the 51 North High Street
Building. General and administrative expenses decreased due to reduced legal
costs related to the marketing of the Fourth and Race Tower in 1995 and due to
reduced insurance costs. The decrease in maintenance expense resulted primarily
from interior building improvements and exterior painting at the 51 North High
Building and from exterior building improvements and parking lot repairs at
Sutton Place Apartments in 1995. The decrease in interest expense is due
primarily to a debt restructure which lowered the imputed interest rate
substantially and a principal payment of $700,000 at 51 North High in January
(see "Note F in the Notes to Consolidated Financial Statements in Item 7"). The
decrease in tax expense is due to the reduction in the assessed value of the 51
North High Street Building in 1996 as well as the sale of the Fourth and Race
Tower.
The $275,000 loss on refinancing relates to the refinancing of Sutton Place
Apartments during the third quarter of 1996 and the refinancing of Aspen Ridge
Apartments during the fourth quarter of 1996. Through the Sutton Place
refinancing, a new $2,800,000 mortgage note, which bears interest at 9.125% and
matures in October of 2003, was obtained. As a result of the refinancing, the
Partnership incurred a $22,000 prepayment penalty, which resulted in an
extraordinary loss on refinancing. The Aspen Ridge refinancing resulted in a
$5,750,000 new mortgage note with interest- only payments bearing a 7.33% rate
and maturing in November of 2003. The Partnership realized an extraordinary
loss on refinancing due to the payment of a prepayment penalty of approximately
$126,000 and an extraordinary loss of approximately $127,000 on the write-off of
unamortized loan costs.
During 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 of approximately $68,000 exceeded the total
estimated costs of replacing the equipment destroyed resulting in a casualty
gain of approximately $19,000 which is included in other income.
Included in maintenance expenses for the year ended December 31, 1996, is
approximately $326,000 of major repairs and maintenance comprised primarily of
gutter repairs, exterior building improvements, parking lot repairs and exterior
painting.
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, 1996, the Partnership held unrestricted cash of approximately
$290,000 compared to approximately $1,078,000 at December 31, 1995. Net cash
provided by operating activities increased primarily due to the decreased cash
usages of the Fourth and Race Tower which was sold in December 1995, partially
offset by increased payments of certain repair and maintenance items related to
interior and exterior improvements made at Sutton Place and 51 North High during
the year ended December 31, 1996. Net cash used in investing activities
increased due to increased deposits to restricted escrows resulting from the
Sutton Place and Aspen Ridge refinancings, a reduction in long-term investments
maturing in 1996 and the lack of any property sale proceeds in 1996. These
items were partially offset by reduced property improvements and replacements.
Net cash provided by financing activities increased due primarily to the
refinancing of the Sutton Place Apartments and the Aspen Ridge Apartments
mortgages in 1996 as noted above.
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 and investments totalling approximately $490,000, are less
than the reserve requirement of approximately $1,761,000 at December 31, 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
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 $11,294,000, 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 1996 or 1995.
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 E - Sale of
Real Estate," for a summary of the sales transaction.
ITEM 7. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL PROPERTIES V
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996
and 1995
Consolidated Statements of Changes in Partners Deficit - Years ended December
31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
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, 1996, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for each of the two years in the period ended December 31, 1996. 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 audits.
We conducted our audits 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 audits provide 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, 1996, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 6, 1997
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 290
Restricted--tenant security deposits 93
Investments 107
Accounts receivable 30
Escrows for taxes and insurance 237
Restricted escrows 904
Other assets 308
Investment properties:
Land $ 1,969
Buildings and personal property 18,393
20,362
Less accumulated depreciation (13,071) 7,291
$ 9,260
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 81
Tenant security deposits 95
Accrued taxes 406
Other liabilities 147
Mortgage notes payable 11,294
Partners' Deficit
General partner $ (20)
Special limited partners (54)
Limited partners (179,617 units
issued and outstanding) (2,689) (2,763)
$ 9,260
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,
1996 1995
<S> <C> <C>
Revenues:
Rental income $ 3,985 $ 4,727
Other income 167 281
Total revenues 4,152 5,008
Expenses:
Operating 1,491 2,173
General and administrative 250 321
Maintenance 813 841
Depreciation 1,143 1,327
Interest 959 1,343
Property taxes 373 562
Total expenses 5,029 6,567
Loss on disposition of investment property -- (508)
Loss before extraordinary item (877) (2,067)
Extraordinary loss on refinancings (275) --
Net loss $(1,152) $(2,067)
Net loss allocated to general partners (.2%) $ (2) $ (4)
Net loss allocated to limited partners (99.8%) (1,150) (2,063)
$(1,152) $(2,067)
Net loss per limited partnership unit:
Loss before extraordinary item $ (4.87) $(11.49)
Extraordinary item (1.53) --
Net loss $ (6.40) $(11.49)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
<S> <C> <C> <C> <C> <C>
Original capital contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' capital (deficit) at
December 31, 1994 179,617 $ (14) $ (58) $ 528 $ 456
Amortization of timing
differences -- -- 2 (2) --
Net loss for the year ended
December 31, 1995 -- (4) -- (2,063) (2,067)
Partners' deficit at
December 31, 1995 179,617 (18) (56) (1,537) (1,611)
Amortization of timing
difference (Note D) -- -- 2 (2) --
Net loss for the year ended
December 31, 1996 -- (2) -- (1,150) (1,152)
Partners' deficit at
December 31, 1996 179,617 $ (20) $ (54) $(2,689) $(2,763)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,152) $(2,067)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and loan costs 1,143 1,327
Amortization of lease commissions, discounts,
and loan costs 136 169
Interest added to mortgage note payable 2 36
Extraordinary loss on refinancing 275 --
Loss on sale of investment property -- 508
Change in accounts:
Restricted cash 15 (108)
Accounts receivable (8) (11)
Escrows for taxes and insurance (42) 71
Other assets 38 (54)
Accounts payable (148) 304
Tenant security deposit liabilities (22) (24)
Accrued taxes 76 (156)
Other liabilities (100) 203
Net cash provided by
operating activities 213 198
Cash flows from investing activities:
Property improvements and replacements (294) (553)
Deposits to restricted escrows (828) (61)
Receipts from restricted escrows -- 26
Proceeds from sale of real estate -- 863
Proceeds from sale of investments 100 491
Net cash (used in) provided by
investing activities (1,022) 766
Cash flows from financing activities:
Payments on mortgage notes (212) (126)
Repayment of mortgage note payable (7,941) --
Proceeds from long-term borrowings 8,550 --
Loan costs paid (228) --
Prepayment penalty (148) --
Net cash provided by (used in)
financing activities 21 (126)
Net (decrease) increase in cash and cash equivalents (788) 838
Cash and cash equivalents at beginning of period 1,078 240
Cash and cash equivalents at end of period $ 290 $ 1,078
Supplemental disclosure of cash flow information:
Cash paid for interest $ 889 $ 1,116
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Consolidated Capital Properties V, a California limited partnership (the
"Partnership" or "Registrant"), was formed on June 30, 1983, to acquire and
operate commercial and residential properties. As of December 31, 1996, 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, 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, the Insignia affiliate 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, the Insignia affiliate 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.
Consolidation
The Partnership's financial statements include the accounts of its majority-
owned limited partnerships (Aspen Ridge Associates, Ltd., Sutton Place CCPV,
L.P. and 51 North High Street, L.P.). 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 and in banks, demand
deposits and money market funds with original maturities of ninety days 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 restricted
escrows, of approximately $143,000 at December 31, 1996, and $77,000 at December
31, 1995. Aspen Ridge and Sutton Place hold capital improvement reserves of
approximately $588,000 and $173,000, respectively, at December 31, 1996, which
were established in the 1996 refinancing (see "Note F - Mortgage Notes
Payable"). These escrows are included in restricted escrows.
Reclassifications
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Investments
The Partnership has adopted "Statements of Financial Accounting Standards No.
115, Accounting for Certain Investments in Debt and Equity Securities."
Investments, consisting primarily of U.S. Treasury notes with original
maturities more than ninety days, are considered to be held-to-maturity
securities. As the Investments' fair value approximate their cost, any
unrealized gains or losses are immaterial and therefore have not been recorded
in the accompanying financial statements. The cost of Investments sold is
determined using the specific identification method.
The Investments mature as follows (dollar amounts in thousands):
Description Cost Maturity
U.S. Treasury Notes $ 99 February 1998
Equity Securities 8 N/A
$ 107
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.
Deferred Loan Fees
Deferred loan fees are amortized using the straight-line method over the terms
of the related mortgage notes. Unamortized deferred fees are included in other
assets.
Lease Commissions
Lease commissions are capitalized and amortized using the straight-line method
over the term of the applicable lease. Unamortized lease commissions are
included in other assets.
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 $63,000 in 1996 and $88,000 in 1995 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 property management fees based upon collected gross
rental revenues for property management services in each of the years ended
December 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. Property
management fees of approximately $204,000 and $246,000 were paid to affiliates
of the General Partner for each of the years ended December 31, 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
approximately $167,000 and $173,000 were paid to the General Partner and its
affiliates during each of the years ended December 31, 1996 and 1995,
respectively. These reimbursements are primarily included in general and
administrative expenses.
During the year ended December 31, 1996, the Partnership paid affiliates of the
General Partner approximately $36,000 for loan costs which were capitalized and
included in other assets in the accompanying Consolidated Balance Sheet. These
loan costs related to the refinancing of the Sutton Place Apartments and of the
Aspen Ridge Apartments.
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 and investments totalling approximately $490,000, are less
than the reserve requirement of approximately $1,761,000 at December 31, 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
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,
CCG, to that of special limited partners ("Special Limited Partners"). The
Special Limited Partners do not have a vote and do 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 Partners 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 Partners in order to eliminate their tax basis negative capital account.
After the conversion, the various owners of interests in the Special Limited
Partners 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 Partners' 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 E - 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.
The following unaudited pro-forma information reflects the operations of the
Partnership for the years ended December 31, 1995, as if Fourth and Race had
been sold January 1, 1995 (dollar amounts in thousands).
1995
Revenues $ 4,036
Loss from continuing operations (1,167)
Net Loss (1,181)
Loss per Limited Partnership Unit (6.57)
NOTE F - MORTGAGE NOTES PAYABLE
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
Aspen Ridge $ 5,750 $ 35 7.33% 11/03 $ 5,750
Sutton Place 2,796 23 9.125% 10/03 2,581
51 North High 2,748 19 9.0% 06/04 2,115
$11,294 $ 77
Scheduled maturities of principal are as follows (dollars in thousands):
Years Ending December 31,
1997 $ 149
1998 157
1999 165
2000 173
2001 182
Thereafter 10,468
$11,294
The estimated fair values of the Partnership's aggregate debt approximates the
carrying value of approximately $11,294,000. This estimate represents a general
approximation of possible value and is not necessarily indicative of the amounts
the Partnership might pay in actual market transactions.
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 imputed rate of 4%, the rate required to equate
the present value of the total future cash payments under the new terms to the
carrying amount of the loan at the date of restructure.
To facilitate the debt restructuring of the 51 North High Street Building in
1996, the property was placed into a lower-tier partnership known as 51 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.
In July 1996, to facilitate the refinancing of the first mortgage indebtedness
secured by the Sutton Place Apartments, the property was transferred to a lower-
tier partnership known as Sutton Place CCPV, L.P., in which the Partnership is
the 99.99% limited partner. The Partnership retained substantially all economic
benefits from the property.
Under the terms of the refinancing agreement which was completed in September
1996, the new $2.8 million mortgage note which bears interest at 9.125% and
matures in October 2003, replaced the previous mortgage note of approximately
$2.2 million. As a result of the refinancing, the Partnership incurred a
$22,000 prepayment penalty which resulted in an extraordinary loss on
refinancing. In conjunction with the refinancing, a capital improvement reserve
of approximately $164,000 was established and approximately $102,000 in loan
costs were incurred. These loan costs are included in other assets and will be
amortized over the term of the loan.
In November 1996, the Partnership refinanced the mortgage encumbering Aspen
Ridge Apartments. The total mortgage indebtedness of approximately $5,016,000
on the previous note was carried at a stated interest rate of 9.88%. The new
mortgage indebtedness of $5,750,000 carries a stated interest rate of 7.33% with
a balloon payment due November 1, 2003. An extraordinary loss on refinancing of
approximately $253,000 was realized in 1996 due to the payment of approximately
$126,000 in prepayment penalties and a loss of approximately $127,000 on the
write-off of unamortized loan costs. In conjunction with the refinancing, a
capital improvement reserve of approximately $588,000 was established and
approximately $126,000 in loan costs were incurred. These loan costs are
included in other assets and will be amortized over the term of the loan.
NOTE G - 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.
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, 1996, are as follows (in thousands):
Years Ending December 31,
1997 $ 715
1998 300
1999 195
2000 116
2001 83
Thereafter 78
$1,487
NOTE H - MAJOR TENANTS
Rents from tenants exceeding 10% of rental income in 1996 or 1995 were as
follows (dollar amounts in thousands):
1996 1995
Amount Percent Amount Percent
Department of Youth Services $ 737 18% $ 651 13%
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Aspen Ridge $ 5,750 $ 593 $ 6,383 $ 948
Sutton Place 2,796 905 4,091 871
51 North High 2,748 561 5,157 853
Totals $11,294 $2,059 $15,631 $2,672
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Aspen Ridge $ 593 $ 7,331 $ 7,924 $ 5,091 08/09/84 5-19
Sutton Place 850 5,017 5,867 3,603 07/06/84 5-19
51 North High 526 6,045 6,571 4,377 12/20/84 3-19
Totals $1,969 $18,393 $20,362 $13,071
</TABLE>
NOTE I - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
<TABLE>
<capiton>
Years Ended December 31,
1996 1995
<S> <C> <C>
Investment Properties
Balance at beginning of year $20,068 $27,835
Property improvements 294 553
Dispositions through sale -- (6,160)
Dispositions through write-off -- (20)
Allocation of allowance for possible losses -- (2,140)
Balance at End of Year $20,362 $20,068
Accumulated Depreciation
Balance at beginning of year $11,928 $15,336
Additions charged to expense 1,143 1,327
Accumulated depreciation on real estate sold -- (4,722)
Accumulated depreciation on write-off -- (13)
Balance at end of year $13,071 $11,928
</TABLE>
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $22,422,000 and $22,126,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1996 and 1995, is approximately $13,303,000 and
$12,426,000, respectively.
NOTE J - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) depreciation over different methods and lives and on
differing cost bases of apartment properties, and (2) change in rental income
received in advance. The following is a reconciliation of reported net loss and
Federal taxable loss (in thousands, except unit data):
For the Years Ended December 31,
1996 1995
Net loss as reported $(1,152) $(2,067)
Add (deduct):
Loss on sale of real estate -- (3,614)
Depreciation differences 267 77
Unearned income (33) 19
Other 75 97
Accruals and prepaids 18 (15)
Federal taxable loss $ (825) $(5,503)
Federal taxable loss
per limited partnership unit $ (4.41) $(29.41)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net deficiency as reported $(2,763)
Land and buildings 2,060
Accumulated depreciation (231)
Syndication and distribution costs 4,935
Other (405)
Net assets - Federal tax basis $ 3,596
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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 names 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
William H. Jarrard, Jr. 50 President, Director
Ronald Uretta 41 Vice President/Treasurer
Martha L. Long 37 Controller
John K. Lines, Esq. 37 Vice President/Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Vice President of CEI since December 1996 and
Managing Director - Partnership Administration of Insignia since January 1991.
Mr. Jarrard served as Managing Director - Partnership Administration and Asset
Management for Insignia from July 1994 until January 1996.
Ronald Uretta has been Vice President/Treasurer of CEI since December 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Insignia's Chief Operating Officer. He has also served as Insignia's
Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996. Since September 1990, Mr. Uretta has
also served as the Chief Financial Officer and Controller of Metropolitan Asset
Group.
Martha L. Long has been Controller of CEI since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior
Vice President - Finance in January 1997. Prior to that time, she was Senior
Vice President and Controller of The First Savings Bank, FSB in Greenville, SC.
John K. Lines, Esq. has been Secretary of CEI since December 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 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.
CEI is the general partner of the Partnership and 13 other Affiliated
Partnerships as of December 31, 1996.
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, 1996, 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, 1996. 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 March 1997, 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 March 1997, 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%
One Insignia Financial Plaza
Greenville, SC 29602
GII Realty, Inc. is owned by an affiliate of Insignia (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 and expense
reimbursements paid to the General Partner and its affiliates and other related
parties for the last two years.
The Partnership has paid property management fees to affiliates of the General
Partner based upon collected gross rental revenues for property management
services in each of the years ended December 31, 1996 and 1995, respectively.
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.
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 special limited partners ("Special Limited Partners"). The
Special Limited Partners do not have a vote and do 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 Partners 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 Partners in order to eliminate their 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.
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
See Exhibit Index contained herein for listing of exhibits.
(b) Reports on Form 8-K filed during the fourth quarter of 1996:
None.
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/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
By: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: March 27, 1997
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/ William H. Jarrard, Jr. President
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President/Treasurer
Ronald Uretta
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)
10.21 Exercise of the remaining portion 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 October 24, 1995).
10.22 Promissory Note dated September 6, 1996, between Sutton
Place CCPV, L.P., a South Carolina limited partnership
and First Union National Bank of North Carolina, a
national banking association.
10.23 Multifamily Note dated November 1, 1996 between Aspen
Ridge Associates, ltd., a Texas Limited Partnership and
Lehman Brothers Holdings, Inc. d/b/a Lehman Capital, a
division of Lehman Brothers Holdings, Inc. d/b/a Lehman
Capital, a division of Lehman Brothers Holdings, Inc.
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 1996 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-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 290
<SECURITIES> 107
<RECEIVABLES> 30
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,362
<DEPRECIATION> 13,071
<TOTAL-ASSETS> 9,260
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,294
0
0
<COMMON> 0
<OTHER-SE> (2,763)
<TOTAL-LIABILITY-AND-EQUITY> 9,260
<SALES> 0
<TOTAL-REVENUES> 4,152
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,029
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 959
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (275)
<CHANGES> 0
<NET-INCOME> (1,152)
<EPS-PRIMARY> (6.40)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Exhibit 10.23 Loan No. 734105878
Aspen Ridge
MULTIFAMILY NOTE
US $5,750,000.00
New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of FIVE
MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars, with interest on the
unpaid principal balance from the date of this Note, until paid, at the rate of
7.33 percent per annum. Interest only shall be payable at 3 World Financial
Center, New York, New York 10285, or such other place as the holder hereof may
designate in writing, in consecutive monthly installments of Thirty-Five
Thousand One Hundred Twenty-Two and 92/100 Dollars (US $35,122.92) on the first
day of each month beginning December 1, 1996, until the entire indebtedness
evidenced hereby is fully paid, except that any remaining indebtedness, if not
sooner paid, shall be due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
ASPEN RIDGE ASSOCIATES, LTD, a Texas
limited partnership
By: Aspen Ridge Properties, Inc. a
Texas corporation, its general
partner
By:/s/ William H. Jarrard
Name: William H. Jarrard
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/ Larry J. Kravetz
Name: Larry J. Kravets
Title: Vice President
