FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[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, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from.........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: $4,424,000
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 the General Partner's
belief that the aggregate market value of the voting partnership interests 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 $100,000,000 of Units, with the general partners' right to increase the
offering to $200,000,000. 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 $45,009,000 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, 1997, the Partnership owns three properties as
described in "Item 2 - Description of Property." Previously, the Partnership
disposed of eight properties. 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.
Prior to December 1994 all of CEI's outstanding stock was 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
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 also acquired all of
the outstanding stock of Partnership Services, Inc., an asset management entity,
and an affiliate of 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. All of CEI's outstanding stock is now owned by Insignia
Properties Trust, an affiliate of Insignia.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 70,000 of the outstanding
units of limited partnership interest in the Partnership, at $30 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 19, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the General Partner expressed
any opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase. In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates that provide property
management services to the Partnership's properties, the manner in which the
Purchaser votes its limited partner interests in the Partnership may not always
be consistent with the best interests of the other limited partners. During
February 1998, the tender offers were completed and Insignia Properties, L.P.,
an affiliate of Insignia, tendered 43,795.8 units of limited partnership
interest in the Partnership. As a result, Insignia Properties, L.P. owns
44,005.8 units as of February 1998.
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 1997. As of
December 31, 1997, 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 approximately
86,000 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 $ 8,301 $ 5,419 5-19 years S/L $3,057
Sutton Place 5,972 3,887 5-19 years S/L 2,774
51 North High 6,720 4,751 3-19 years S/L 3,243
Totals $20,993 $14,057 $9,074
<FN>
See "Note A" of the Consolidated Financial Statements included in "Item 7" for a
description of the Partnership's depreciation policy.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Maturity Due At
Property 1997 Rate Date Maturity
Aspen Ridge $ 5,750 7.33% 11/03 $ 5,750
Sutton Place 2,772 9.125% 10/03 2,581
51 North High 2,623 9.0% 06/04 1,687
$11,145
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., a wholly-owned subsidiary of the Partnership. 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., a wholly-owned subsidiary of
the Partnership. 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 $2,800,000 mortgage note which bears
interest at 9.125% and matures in October 2003, replaced the previous mortgage
note of approximately $2,200,000. 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 are being 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. Additional loan costs of
$9,000 were incurred during the first quarter of 1997. These loan costs are
included in other assets and are being amortized over the term of the loan.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Aspen Ridge $8,153 $7,852 95% 93%
Sutton Place 6,013 5,801 94% 93%
51 North High 14.74 14.23 95% 89%
The average annual rental rate for 51 North High Street is per square foot. The
rate is per unit for the apartment properties.
The General Partner attributes the increase in occupancy at 51 North High to
existing tenants leasing additional space and the addition of new tenants.
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
multifamily residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
The following is a schedule of lease expirations for the years 1998-2007 (dollar
amounts in thousands):
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
51 North High
1998 2 4,665 $ 79 6.6%
1999 4 72,592 1,015 85.0%
2000 2 2,217 41 3.4%
2001-2002 0 -- -- --
2003 1 1,785 28 2.4%
2004-2006 0 -- -- --
2007 1 1,733 31 2.6%
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
Government Agency 54,666 $14.48 6/30/99
Bank 14,306 12.35 5/31/99
SCHEDULE OF REAL ESTATE TAXES AND RATES:
(dollar amounts in thousands):
1997 1997
Billings Rate
Aspen Ridge Apartments (1) $ 243 8.5%
Sutton Place Apartments 147 3.0%
51 North High Building 70 5.4%
(1) Estimate is based on 1996 billing, since 1997 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 year ended December 31, 1997, 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
179,537 Limited Partnership Units 5,212 as of December 31, 1997
There were no cash distributions to the Partners during 1997 or 1996. No
distributions are expected to be made in 1998 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 totaled approximately $9,800,000 at December 31, 1997. 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
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership had a net loss of approximately $411,000 for the year ended
December 31, 1997 compared to approximately $1,152,000 for the corresponding
period in 1996. The decrease in net loss is primarily due to increases in
rental income and other income and decreases in general and administrative,
depreciation and interest expenses. These decreased expenses were partially
offset by increased property taxes.
Rental income increased due to rental rate increases at the Partnership's
investment properties and due to higher occupancy levels at all of the
Partnership's investment properties. Other income also increased due to
increases in interest income. Interest income increased primarily as a result
of interest earned on capital improvement and reserve escrows for the Aspen
Ridge Apartment. These escrow accounts increased due to the 1996 refinancing
requirements.
General and administrative costs decreased due to additional fees in 1996
related to the 1995 sale of Fourth & Race and legal costs resulting from the
1996 loan modification of the 51 North High Street Building. The decrease in
interest expense is due to a principal payment of $700,000 on the debt secured
by the 51 North High Street Building in 1996. Additionally, the interest rate on
the debt was reduced. In addition, the mortgage notes secured by Sutton Place
Apartments and Aspen Ridge Apartments were refinanced during 1996 at lower
interest rates. The decrease in depreciation expense is primarily due to
assets totaling approximately $5,000,000 becoming fully depreciated in 1996.
The increase in property taxes is due to the increase in the assessed value at
Sutton Place Apartments.
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 approximately $127,000 on the write-off of unamortized loan costs.
Included in operating expenses for the year ended December 31, 1997 is
approximately $175,000 of major repairs and maintenance comprised primarily of
gutter repairs, exterior building improvements and exterior painting. Included
in operating expenses for the year ended December 31, 1996 is approximately
$353,000 of major repairs and maintenance comprised primarily of gutter repairs,
exterior building improvements 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
At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $574,000 compared to approximately $292,000 at December 31, 1996.
The net increase (decrease) in cash and cash equivalents for the years ended
December 31, 1997 and 1996 is $282,000 and ($786,000), respectively. Net cash
provided by operating activities increased due to the timing of payments of
operating expenses out of accounts payable, the decrease in net loss, as
discussed above, and the decrease in prepaid rental payments included in other
liabilities. Net cash used in investing activities decreased primarily due to
receipts from the capital improvement escrow for capital improvements. This
decrease is partially offset by increases in property additions at the Aspen
Ridge Apartments for roof replacements and for installation of an alarm system.
There was also an increase in property additions at the Sutton Place Apartments
for exterior capital improvements to the property. Net cash used in financing
activities increased primarily due to the refinancing of the Sutton Place
Apartments and the Aspen Ridge Apartment mortgages in 1996 as discussed 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, tenant security deposits and investments totaling
approximately $741,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1997. 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 $11,145,000, 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 1997 or 1996.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements speak only as of
the date of this annual report. The Partnership expressly disclaims any
obligation or undertaking to release publicly any updates of revisions to any
forward-looking statements contained herein to reflect any change in the
Partnership's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL PROPERTIES V
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997
and 1996
Consolidated Statements of Changes in Partners Deficit - Years ended
December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
1996
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, 1997, and the related consolidated
statements of operations, changes in partners' deficit and cash flows for each
of the two years in the period ended December 31, 1997. 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 at December 31, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 29, 1998,
except for Note J, as to which the date is
March 17, 1998
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 574
Investments 104
Receivables and deposits 457
Restricted escrows 447
Other assets 298
Investment properties:
Land $ 1,969
Buildings and personal property 19,024
20,993
Less accumulated depreciation (14,057) 6,936
$ 8,816
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 159
Tenant security deposit liabilities 62
Accrued property taxes 465
Other liabilities 159
Mortgage notes payable 11,145
Partners' Deficit
General partner $ (21)
Special limited partners (52)
Limited partners (179,537.20 units
issued and outstanding) (3,101) (3,174)
$ 8,816
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 4,220 $ 3,985
Other income 204 167
Total revenues 4,424 4,152
Expenses:
Operating 2,281 2,304
General and administrative 186 250
Depreciation 1,098 1,143
Interest 818 959
Property taxes 452 373
Total expenses 4,835 5,029
Loss before extraordinary item (411) (877)
Extraordinary item - loss on early extinguishment
of debt -- (275)
Net loss $ (411) $(1,152)
Net loss allocated to general partners (.2%) $ (1) $ (2)
Net loss allocated to limited partners (99.8%) (410) (1,150)
$ (411) $(1,152)
Per limited partnership unit:
Loss before extraordinary item $ (2.28) $ (4.87)
Extraordinary item -- (1.53)
Net loss per limited partnership unit $ (2.28) $ (6.40)
See Accompanying Notes to Consolidated Financial Statements
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' deficit at
December 31, 1995 179,537.20 $ (18) $ (56) $(1,537) $(1,611)
Amortization of timing
differences -- -- 2 (2) --
Net loss for the year ended
December 31, 1996 -- (2) -- (1,150) (1,152)
Partners' deficit at
December 31, 1996 179,537.20 (20) (54) (2,689) (2,763)
Amortization of timing
difference (Note D) -- -- 2 (2) --
Net loss for the year ended
December 31, 1997 -- (1) -- (410) (411)
Partners' deficit at
December 31, 1997 179,537.20 $ (21) $ (52) $(3,101) $(3,174)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (411) $(1,152)
Adjustments to reconcile net loss to net activities:
cash provided by operating activities:
Depreciation 1,098 1,143
Amortization of lease commissions, discounts,
loan costs and debt forgiveness (14) 136
Loss on disposal of property 43 --
Interest added to mortgage note payable -- 2
Extraordinary loss on refinancing -- 275
Change in accounts:
Receivables and deposits (80) 8
Other assets (66) (11)
Accounts payable 75 (145)
Tenant security deposit liabilities (33) (22)
Accrued property taxes 59 76
Other liabilities 8 (95)
Net cash provided by operating activities 679 215
Cash flows from investing activities:
Property improvements and replacements (786) (294)
Net decrease (increase) in restricted escrows 457 (828)
Proceeds from sale of investments -- 100
Dividends received on investments 3 --
Net cash used in investing activities (326) (1,022)
Cash flows from financing activities:
Payments on mortgage notes payable (62) (212)
Repayment of mortgage note payable -- (7,941)
Proceeds from long-term borrowings -- 8,550
Loan costs paid (9) (228)
Prepayment penalty -- (148)
Net cash (used in) provided by
financing activities (71) 21
Net increase (decrease) in cash and cash equivalents 282 (786)
Cash and cash equivalents at beginning of period 292 1,078
Cash and cash equivalents at end of period $ 574 $ 292
Supplemental disclosure of cash flow information:
Cash paid for interest $ 783 $ 889
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
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, 1997, 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 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.
Prior to December 1994 all of CEI's outstanding stock was 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 an affiliate of 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. All of CEI's
outstanding stock is now owned by Insignia Properties Trust, an affiliate of
Insignia.
The principal place of business for the Partnership and for the General Partner
is One Insignia Financial Plaza, Greenville, South Carolina.
Principles of Consolidation
The Partnership's consolidated financial statements include the accounts of its
lower-tier limited partnerships (Aspen Ridge Associates, Ltd., Sutton Place
CCPV, L.P. and 51 North High Street, L.P.). At December 31, 1997, the General
Partner's interest in each of these three limited partnerships was transferred
to three wholly owned (by the Registrant) Limited Liability Companies making the
limited partnerships wholly owned by the Registrant. All significant
interpartnership balances have been eliminated.
Investment Properties
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. The Partnership records impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets. For the years
ended December 31, 1997 and 1996, no adjustments for impairment of value were
recorded.
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
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.
Tenant Security Deposits
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits, totaling approximately $63,000 at December 31, 1997,
are included in receivables and deposits. The security 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 $85,000 at December 31, 1997. Aspen Ridge and Sutton
Place hold capital improvement reserves of approximately $315,000 and $47,000,
respectively, at December 31, 1997, which were established in the 1996
refinancing (see "Note E - Mortgage Notes Payable"). These escrows are included
in restricted escrows.
Investments
The Partnership has adopted SFAS 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 $ 100 February 1998
Equity Securities 4 N/A
$ 104
Fair Value of Financial Instruments
The Partnership believes that the carrying amount of its financial instruments
(except for long term debt) approximates their fair value due to the short term
maturity of these instruments. The fair value of the Partnership's long term
debt, after discounting the scheduled loan payments at an estimated borrowing
rate currently available to the Partnership approximates its carrying value.
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.
Loan Costs
Loan costs are amortized using the straight-line method over the terms of the
related mortgage notes. Unamortized loan costs 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 $87,000 in 1997 and $63,000 in 1996 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.
Reclassifications
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
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, 1997 and 1996. Property management fees of approximately $215,000
and $204,000 were paid to affiliates of the General Partner for each of the
years ended December 31, 1997 and 1996, 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 $151,000 and $158,000 were paid to the General Partner and its
affiliates during each of the years ended December 31, 1997 and 1996,
respectively. Included in these reimbursements are approximately $33,000 and
$4,000 of construction oversight reimbursement in 1997 and 1996, respectively.
These reimbursements are primarily included in operating, general and
administrative expenses and investment properties.
During the year ended December 31, 1997 and 1996, respectively, the Partnership
paid affiliates of the General Partner approximately $5,500 and $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
Aspen Ridge Apartments. Additionally, the Partnership paid $69,000 and $9,000 to
affiliates of the general partner for lease commissions on the Partnership's
commercial property. These lease commissions are included in other assets and
amortized over the term of the respective leases.
For the period from January 1, 1996 to August 31, 1997, the Partnership insured
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 master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who received 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 was not significant.
During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 70,000 of the outstanding
units of limited partnership interest in the Partnership, at $30 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 19, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the General Partner expressed
any opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase. In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates that provide property
management services to the Partnership's properties, the manner in which the
Purchaser votes its limited partner interests in the Partnership may not always
be consistent with the best interests of the other limited partners. During
February 1998, the tender offers were completed and Insignia Properties, L.P.,
an affiliate of Insignia, tendered 43,795.8 units of limited partnership
interest in the Partnership. As a result, Insignia Properties L.P. owns
44,005.8 units.
NOTE C - COMMITMENT
The Partnership is required to maintain working capital reserves for normal
repairs, replacements, working capital and contingencies of not less than 5% of
Net Invested Capital as defined in the Partnership Agreement. In the event
expenditures are made from these reserves, operating revenue shall be allocated
to such reserves to the extent necessary to maintain the foregoing level. Cash
and cash equivalents, tenant security deposits and investments totaling
approximately $741,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1997. 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 - MORTGAGE NOTES PAYABLE
The principle 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 1997 Interest Rate Date Maturity
Aspen Ridge $ 5,750 $ 35 7.33% 11/03 $5,750
Sutton Place 2,772 23 9.125% 10/03 2,581
51 North High 2,623 19 9.0% 06/04 1,687
$11,145 $ 77
Scheduled maturities of principal are as follows (dollars in thousands):
Years Ending December 31,
1998 $ 157
1999 165
2000 173
2001 182
2002 191
Thereafter 10,277
$11,145
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. a wholly-owned subsidiary of the Partnership. 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., a wholly-owned subsidiary of
the Partnership. 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 $2,800,000 mortgage note which bears
interest at 9.125% and matures in October 2003, replaced the previous mortgage
note of approximately $2,200,000. 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. Additional loan costs of
$9,000 were incurred during the first quarter of 1997. These loan costs are
included in other assets and will be amortized over the term of the loan.
NOTE F - 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, 1997, are as follows (in thousands):
Years Ending December 31,
1998 $1,166
1999 648
2000 119
2001 83
2002 62
Thereafter 135
$2,213
NOTE G - MAJOR TENANTS
Rents from tenants exceeding 10% of rental income in 1997 or 1996 were as
follows (dollar amounts in thousands):
1997 1996
Amount Percent Amount Percent
Government Agency $ 723 17% $ 737 18%
NOTE H - 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 $1,325
Sutton Place 2,772 905 4,091 976
51 North High 2,623 561 5,157 1,002
Totals $11,145 $2,059 $15,631 $3,303
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
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 $ 7,708 $ 8,301 $ 5,419 08/09/84 5-19
Sutton Place 850 5,122 5,972 3,887 07/06/84 5-19
51 North High 526 6,194 6,720 4,751 12/20/84 3-19
Totals $1,969 $19,024 $20,993 $14,057
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $20,362 $20,068
Property improvements 786 294
Disposals of property (155) --
Balance at end of year $20,993 $20,362
Accumulated Depreciation
Balance at beginning of year $13,071 $11,928
Additions charged to expense 1,098 1,143
Disposals of property (112) --
Balance at end of year $14,057 $13,071
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $23,208,000 and $22,422,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1997 and 1996, is approximately $14,134,000 and
$13,303,000, respectively.
NOTE I - 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.
The following is a reconciliation of reported net loss and Federal taxable loss
(in thousands, except unit data):
For the Years Ended December 31,
1997 1996
Net loss as reported $ (411) $(1,152)
Add (deduct):
Depreciation differences 266 267
Unearned income 41 (33)
Loss on disposition of fixed assets 43 --
Other 2 75
Accruals and prepaids (12) 18
Federal taxable loss $ (71) $ (825)
Federal taxable loss
per limited partnership unit $ (.39) $ (4.41)
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 $(3,174)
Land and buildings 2,216
Accumulated depreciation (78)
Syndication and distribution costs 4,935
Other (374)
Net assets - Federal tax basis $ 3,525
NOTE J - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
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 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, 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. 51 President/Director
Ronald Uretta 41 Vice President/Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President/Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the General Partner
since December 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the CEI since May 1997. Mr. Jarrard
previously acted as Managing Director - Partnership Administration of Insignia
from January 1991 through September 1997 and served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
Ronald Uretta has been Vice President/Treasurer of the General Partner 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.
Martha L. Long has been Controller of the General Partner 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 in Greenville,
South Carolina.
Robert D. Long, Jr. has been Vice President of the General Partner since January
2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an
affiliate of Insignia, in September 1993. Since 1994 he has acted as Vice
President and Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an
accountant for Insignia until joining MAE in 1993. Prior to joining Insignia,
Mr. Long was an auditor for the State of Tennessee and was associated with the
accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the General Partner
since January 29, 1998 and Insignia's Assistant Secretary since April 30, 1997.
Since July 1996 he has also served as Insignia's Associate General Counsel.
From September 1992 until June 1996, Mr. LeBey was an attorney with the law firm
of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the General Partner since
June 1996 and Assistant Secretary of Insignia since January 1991.
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, 1997, 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, 1997. The Partnership has no plans to pay any such remuneration to
any directors or officers of the General Partner in the future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
Except as provided below, as of February 28, 1998, no person or entity
was known to CEI to own of record or beneficially more than five percent
of the Units of the Partnership.
Number of Percent
Name and Address Units Of Total
Insignia Properties, L.P. 44,005.80 24.51%
One Insignia Financial Plaza
Greenville, SC 29602
Insignia Properties, L.P. is an affiliate of Insignia. (See Item 1).
(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 December 31, 1997, the following entity was 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
Insignia Properties Trust 100,000 100%
One Insignia Financial Plaza
Greenville, SC 29602
Insignia Properties Trust is an affiliate of Insignia (See "Item 1").
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
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.
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, 1997 and 1996. Property management fees of approximately $215,000
and $204,000 were paid to affiliates of the General Partner for each of the
years ended December 31, 1997 and 1996, respectively.
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 $151,000 and $158,000 were paid to the General Partner and its
affiliates during each of the years ended December 31, 1997 and 1996,
respectively. Included in these reimbursements are approximately $33,000 and
$4,000 of construction oversight reimbursement in 1997 and 1996, respectively.
During the year ended December 31, 1997 and 1996, respectively, the Partnership
paid affiliates of the General Partner approximately $5,500 and $36,000 for loan
costs which were capitalized. These loan costs related to the refinancing of
the Aspen Ridge Apartments. Additionally, the Partnership paid $69,000 and
$9,000 to affiliates of the general partner for lease commissions on the
Partnership's commercial property. These lease commissions are included in
other assets and amortized over the term of the respective leases.
For the period from January 1, 1996 to August 31, 1997, the Partnership insured
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 master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who received 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 was not significant.
During December 1997, Insignia affiliates (the "Purchaser") commenced tender
offers for limited partnership interests in ten real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 70,000 of the outstanding
units of limited partnership interest in the Partnership, at $30 per Unit, net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the
related Assignment of Partnership Interest attached as Exhibits (a)(1) and
(a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally
filed with the Securities and Exchange Commission on December 19, 1997. Because
of the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the General Partner expressed
any opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase. In
addition, because of these conflicts of interest, including as a result of the
Purchaser's affiliation with various Insignia affiliates that provide property
management services to the Partnership's properties, the manner in which the
Purchaser votes its limited partner interests in the Partnership may not always
be consistent with the best interests of the other limited partners. During
February 1998, the tender offers were completed and Insignia Properties, L.P.
tendered 43,795.8 units of limited partnership interest in the Partnership. As
a result, Insignia Properties, L.P. owns 44,005.8 units as of February 1998.
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 1997:
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/Director
By: /s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: March 23, 1998
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/Director
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 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 574
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,993
<DEPRECIATION> 14,057
<TOTAL-ASSETS> 8,816
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,145
0
0
<COMMON> 0
<OTHER-SE> (3,174)
<TOTAL-LIABILITY-AND-EQUITY> 8,816
<SALES> 0
<TOTAL-REVENUES> 4,424
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,835
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 818
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (411)
<EPS-PRIMARY> (2.28)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
