FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
(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, 1998
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.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
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: $4,458,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. No market exists for the limited
partnership interests of the Registrant, and, therefore, no aggregate market
value can be determined.
DOCUMENT INCORPORATED BY REFERENCE
NONE
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. The general partner responsible for management
of the Partnership's business is ConCap Equities, Inc., a Delaware corporation
(the "General Partner" or "CEI"). The General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2013
unless terminated prior to such date.
The Registrant is engaged in the business of operating and holding real
properties for investment. From 1983 through 1985, during its acquisition
phase, the Registrant acquired eleven existing properties. The Registrant
continues to own and operate three of these properties (See "Item 2, Description
of Properties.").
On December 10, 1984, the Partnership sold pursuant to Registration Statements
filed with the Securities and Exchange Commission (the "SEC") 180,057 units of
limited partnership interest ("Units") at $250 each, or gross proceeds of
approximately $45,009,000 to the Partnership. Since its initial offering, the
Registrant has not received, nor are limited partners required to make,
additional capital contributions.
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.
A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
provided by the General Partner and by agents retained by the General Partner.
With respect to the Partnership's residential properties these services were
provided by affiliates of the General Partner for the years ended December 31,
1998 and 1997. With respect to the Partnerships sole commercial property these
services were provided by affiliates of the General Partner for the nine months
ended September 30, 1998 and the year ended December 31, 1997. As of October 1,
1998 the management services only were provided by an unaffiliated party.
The real estate business in which the Partnership is engaged is highly
competitive. There are other residential and commercial properties within the
market area of the Registrant's properties. The number and quality of
competitive properties, including those which may be managed by an affiliate of
the General Partner in such market areas could have a material effect on the
rental market for the apartments and commercial space at the Registrant's
properties and the rents that may be charged for such apartments and space.
While the General Partner and its affiliates are a significant factor in the
United States in the apartment industry, competition for apartments is local.
In addition, various limited partnerships have been formed by the General
Partners and/or affiliates to engage in business which may be competitive with
the Registrant.
Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential and
commercial properties because such properties are susceptible to the impact of
economic and other conditions outside of the control of the Partnership.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
During December 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
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. During February 1998, the tender offer was completed and the
Purchaser acquired 43,795.8 units of limited partnership interest in the
Partnership of 24.39% of the total outstanding units.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a second tender offer for limited partnership interests in
the Partnership. The Second Purchaser offered to purchase up to 40,000 of the
outstanding units of limited partnership interest in the Partnership, at $33 per
unit, net to the seller in cash. During November 1998, the tender offer was
completed and the Second Purchaser acquired 11,175.00 units of limited
partnership interest in the Partnership or 6.22% of the total outstanding units.
Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership (1) Use
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.
(1) All of the properties are held 100% by Limited Partnerships which in turn
are held by Limited Liability Companies of which the Registrant is the sole
member.
SCHEDULE OF PROPERTIES:
Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
federal tax basis.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Aspen Ridge $ 8,762 $ 5,907 5-19 years S/L $ 3,044
Sutton Place 6,018 4,169 5-19 years S/L 2,576
51 North High 6,807 5,097 3-19 years S/L 3,085
Totals $21,587 $15,173 $ 8,705
See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation
policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.
Principal Principal
Balance At Balance
December 31, Interest Maturity Due At
Property 1998 Rate Date Maturity
(in thousands) (in thousands)
Aspen Ridge $ 5,750 7.33% 11/03 $ 5,750
Sutton Place 2,746 9.125% 10/03 2,581
51 North High 2,492 9.0% 06/04 1,687
$10,988 $10,018
(1) See "Item 7. Financial Statements, Note F" for information with respect to
the Registrant's ability to prepay these loans and other specific details
about the loans.
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. At December 31,
1997, the General Partner's interest in the limited partnership was transferred
to a wholly owned (by the Registrant) Limited Liability Company, CCP/V Fifty-One
GP LLC, making the limited partnership wholly owned by the Registrant. The
Partnership retained substantially all economic benefits from the property.
The Partnership refinanced the first mortgage indebtedness secured by the Sutton
Place Apartments. 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.
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. At December 31, 1997, the General Partner's interest in the
limited partnership was transferred to a wholly owned (by the Registrant)
Limited Liability Company, CCP/V Sutton Place GP, LLC, making the limited
partnership wholly owned by the Registrant. The Partnership retained
substantially all economic benefits from the property.
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.
RENTAL RATES AND OCCUPANCY:
Average annual rental rates and occupancy for 1998 and 1997 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997
Aspen Ridge $8,489 $8,174 94% 95%
Sutton Place 6,304 6,013 91% 94%
51 North High 14.26 14.74 100% 95%
The average annual rental rate for 51 North High Street is per square foot. The
rate is per unit for the apartment properties, Aspen Ridge, and Sutton Place.
The General Partner attributes the decrease in occupancy at Sutton Place
Apartments to the increased purchase of new homes as a result of low mortgage
rates and an increase in competition due to the addition of new apartment
complexes in the area. 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 residential apartment complexes in the
area. The General Partner believes that all of the properties are adequately
insured. Aspen Ridge and Sutton Place are apartment complexes which lease units
for lease terms of one year or less. No residential tenant leases 10% or more of
the available rental space. 51 North High is an office complex which leases
available rental space on terms ranging from one to ten years. Information as
to lease expirations at 51 North High and tenants whom lease 10% or more of the
available rental space at 51 North High is listed below. All of the properties
are in good physical condition subject to normal depreciation and deterioration
as is typical for assets of this type and age.
The following is a schedule of lease expirations at 51 North High for the years
1999-2007:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
51 North High
1999 4 72,592 $1,015 85.0%
2000 2 2,217 41 3.4%
2001 2 3,983 57 4.8%
2002 0 -- -- --
2003 2 2,889 52 4.4%
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 Annual Percent of
Footage Rent Per Lease Gross Annual
Nature of Business Leased Square Foot Expiration Rent
Government Agency 54,666 $14.48 6/30/99 19%
Bank 14,306 12.35 5/31/99 4.2%
SCHEDULE OF REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1998 for each property were:
1998 1998
Billings Rate
(in thousands)
Aspen Ridge Apartments (1) $ 260 8.7%
Sutton Place Apartments 126 3.0%
51 North High Building (1) 74 5.7%
(1) Estimate is based on 1997 billing, since 1998 bill has not been received.
CAPITAL IMPROVEMENTS
Aspen Ridge Apartments
During 1998, the Partnership completed $461,000 of capital improvements at the
property, consisting primarily of swimming pool repairs, clubhouse renovations,
cabinet and countertop replacements, carpet replacement and other building
improvements. These improvements were funded primarily from cash flow and
Partnership reserves. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $210,000 of capital improvements over the near term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $266,000 for 1999 consisting of HVAC condensing unit replacement,
parking lot, and swimming pool repairs.
Sutton Place Apartments
During 1998, the Partnership completed $46,000 of capital improvements at the
property, consisting primarily of carpet, appliance and HVAC condensing unit
replacement. These improvements were funded primarily from cash flow. Based on
a report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the General Partner on interior
improvements, it is estimated that the property requires approximately $169,000
of capital improvements over the near term. The Partnership has budgeted, but
it is not limited to, approximately $192,000 for 1999 consisting of HVAC
condensing unit replacement, parking lot and swimming pool repairs.
51 North High Building
During 1998, the Partnership completed $87,000 of capital improvements at the
property, consisting primarily of other interior improvements and tenant
improvements. These improvements were funded primarily from cash flow. Based on
a report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the General Partner on interior
improvements, it is estimated that the property requires approximately $300,000
of capital improvements over the near term. The Partnership has budgeted, but
is not limited to, capital improvements of approximately $53,000 for 1999
consisting of tenant improvements and interior and exterior repairs.
The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, plaintiffs have recently filed an amended complaint. The General
Partner has filed demurrers to the amended complaint which were heard during
February 1999. No ruling on such demurrers has been received. The General
Partner does not anticipate that costs associated with this case, if any, to be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, 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
The Partnership, a publicly-held limited partnership, offered and sold 180,037
limited partnership units aggregating $45,009,000. The Partnership currently
has 3,514 holders of record owning an aggregate of 179,537.2 Units. Affiliates
of the General Partner owned 58,006.8 units or 32.31% at December 31, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.
There were no cash distributions to the Partners during 1998 or 1997. No
distributions are expected to be made in 1999 since the Partnership's working
capital reserves do not meet the 5% of Net Invested Capital requirement. See
"Note A" to the Notes to Consolidated Financial Statements for a description of
the requirements. Cumulative distributions to the Limited Partners since the
inception of the Partnership totaled approximately $9,800,000 at December 31,
1998. See also "Item 2. Description of Properties" and "Item 6. Management's
Discussion and Analysis and Plan of Operation" for information relating to
anticipated capital expenditures at the properties.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussions
of the Registrant's business and results of operations, including forward-
looking statements pertaining to such matters, does not take into account the
effects of any changes to the Registrant's business and results of operations.
Accordingly, actual results could differ materially from those projected in the
forward-looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Registrant's net loss for the year ended December 31, 1998 was approximately
$131,000 as compared to approximately $411,000 for the year ended December 31,
1997. (See "Note K" of the consolidated financial statements for a
reconciliation of these amounts to the Registrant's federal taxable losses).
The decrease in net loss is primarily attributed to a decrease in expenses and
to a lesser extent an increase in total revenue. Revenues increased due to an
increase in rental income which was partially offset by a decrease in other
income. The increase in rental income is due to rental rate increases at Aspen
Ridge and Sutton Place Apartments and an occupancy increase at 51 North High
Building which more than offset the small occupancy decrease at Aspen Ridge and
Sutton Place. This increase was partially offset by a decrease in tenant
reimbursement income due to a decrease in miscellaneous tenant charges. The
decrease in total expenses was primarily attributable to a decrease in operating
expenses due to the completion of on-going projects that involved exterior
building improvements at Sutton Place and Aspen Ridge Apartments during 1997.
These decreases more than offset an increase in maintenance expense due to
contract cleaning and interior painting at Sutton Place and Aspen Ridge
Apartments.
General and administrative, interest, and depreciation expense remained
relatively constant for the comparable periods. Included in general and
administrative expenses at both December 31, 1998 and 1997 are management
reimbursements to the General Partner allowed under the Partnership Agreement.
In addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
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, 1998 , the Registrant had cash and cash equivalents of
approximately $1,177,000 as compared to approximately $574,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$910,000 of cash provided by operating activities, which was partially offset by
approximately $229,000 of cash used in investing activities and approximately
$78,000 of cash used in financing activities. Cash used in investing activities
consisted of capital improvements, partially offset by net receipts from
restricted escrow accounts maintained by the mortgage lender and proceeds from
the sale of investments. Cash used in financing activities consisted of
payments of principal made on the mortgages encumbering the Registrant's
properties. The Registrant invests its working capital reserves in money market
funds.
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 other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Registrant has budgeted
approximately $511,000 capital improvements for all of its properties in 1999.
Budgeted capital improvements at Aspen Ridge include HVAC condensing unit
replacement, parking lot repairs, and swimming pool repairs. Budgeted capital
improvements at Sutton Place include HVAC condensing unit replacement, parking
lot and swimming pool repairs. Budgeted capital improvements at 51 North High
include tenant improvements and interior and exterior building repair. The
capital expenditures will be incurred only if cash is available from operations
or from partnership reserves. To the extent that such budgeted capital
improvements are completed, the Registrant's distributable cash flow, if any,
may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $10,988,000 matures at various times with balloon
payments due at maturity. The General Partner will attempt to refinance such
indebtedness or sell the properties prior to such maturity dates. If the
property cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such property through foreclosure.
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 $1,238,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1998. 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.
There were no cash distributions to the Partners during 1998 or 1997. No
distributions are expected to be made in 1999 since the Partnership's working
capital reserves do 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, 1998.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS
CONSOLIDATED CAPITAL PROPERTIES V
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1998
Consolidated Statements of Operations - Years ended December 31, 1998
and 1997
Consolidated Statements of Changes in Partners Deficit - Years ended
December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31, 1998 and
1997
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, 1998, 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, 1998. These financial state-
ments 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Consolidated
Capital Properties V at December 31, 1998, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
March 3, 1999
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets
Cash and cash equivalents $ 1,177
Receivables and deposits 397
Restricted escrows 182
Other assets 225
Investment properties (Notes F and H):
Land $ 1,969
Buildings and personal property 19,618
21,587
Less accumulated depreciation (15,173) 6,414
$ 8,395
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 57
Tenant security deposit liabilities 54
Accrued property taxes 460
Other liabilities 141
Mortgage notes payable (Note F) 10,988
Partners' Deficit
General partner $ (21)
Special limited partners (50)
Limited partners (179,537.20 units
issued and outstanding) (3,234) (3,305)
$ 8,395
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 4,264 $ 4,167
Other income 194 204
Total revenues 4,458 4,371
Expenses:
Operating 2,023 2,228
General and administrative 199 186
Depreciation 1,116 1,098
Interest 813 818
Property taxes 438 452
Total expenses 4,589 4,782
Net loss (Note K) $ (131) $ (411)
Net loss allocated to general partner (.2%) $ -- $ (1)
Net loss allocated to limited partners (99.8%) (131) (410)
$ (131) $ (411)
Net loss per limited partnership unit $ (.73) $ (2.28)
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
Original capital contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' deficit at
December 31, 1996 179,537.20 $ (20) $ (54) $(2,689) $(2,763)
Amortization of timing
differences -- -- 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)
Amortization of timing
difference (Note E) -- -- 2 (2) --
Net loss for the year ended
December 31, 1998 -- -- -- (131) (131)
Partners' deficit at
December 31, 1998 179,537.20 $ (21) $ (50) $(3,234) $(3,305)
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net loss $ (131) $ (411)
Adjustments to reconcile net loss to net
activities cash provided by operating activities:
Depreciation 1,116 1,098
Amortization of lease commissions, discounts,
loan costs and debt forgiveness (6) (14)
Loss on disposal of property -- 43
Change in accounts:
Receivables and deposits 60 (80)
Other assets 4 (66)
Accounts payable (102) 75
Tenant security deposit liabilities (8) (33)
Accrued property taxes (5) 59
Other liabilities (18) 8
Net cash provided by operating activities 910 679
Cash flows from investing activities:
Property improvements and replacements (594) (786)
Net receipts from restricted escrows 265 457
Dividends received on investments -- 3
Proceeds from sale of investments 100 --
Net cash used in investing activities (229) (326)
Cash flows from financing activities:
Payments on mortgage notes payable (78) (62)
Loan costs paid -- (9)
Net cash used in financing activities (78) (71)
Net increase in cash and cash equivalents 603 282
Cash and cash equivalents at beginning of period 574 292
Cash and cash equivalents at end of period $ 1,177 $ 574
Supplemental disclosure of cash flow information:
Cash paid for interest $ 776 $ 783
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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. The general partner responsible for management
of the Partnership's business is ConCap Equities, Inc., a Delaware corporation
(the "General Partner" or "CEI"). The General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). See "Note B - Transfer
of Control". The directors and officers of the General Partner also serve as
executive officers of AIMCO. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2013 unless terminated prior to such
date. The Partnership commenced operations on December 15, 1983, and completed
its acquisition of commercial and apartment properties during 1985. The
Partnership currently operates two apartment complexes and one office complex.
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.
The principal place of business for the Partnership and for the General Partner
is 55 Beattie Place, 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.
Allocation of Cash and Distributions
Cash distributions by the Partnership are allocated between general and limited
partners in accordance with the provisions of the Partnership Agreement. The
Partnership Agreement provides that distributable cash from operations shall
mean revenues received less operating expenses paid, adjusted for certain
specified items which primarily include mortgage payments of debt, property
improvements and replacements not previously reserved, and the effects of other
adjustments to reserves including reserve amounts deemed necessary by the
General Partner. Distributions made from reserves no longer considered
necessary by the general partner are considered to be additional net cash from
operations for allocation purposes.
The Partnership Agreement provides that 96% of distributions of net cash from
operations are allocated to the limited partners, 3.8% to the special limited
partner, and .2% to the general partner. The General Partner is also entitled
to a Special Management Allocation which is equal to 9% of operating
distributions.
All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 12% per annum of the average of the limited partners' adjusted
capital value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the limited partners will receive
86% and the general partners will receive 14% (allocated to Special LP and
General Partner).
Distributions may be restricted by the requirement to deposit net operating
income into the Reserve Account. The Partnership Agreement specifies that the
Partnership shall maintain reasonable reserves for normal repairs, replacements,
working capital and contingencies in an amount equal to at least 5% of Invested
Capital. (Surplus funds from the sale of Partnership properties shall be
deducted from Capital Contributions in determining Invested Capital.) In the
event expenditures are made from these reserves, operating revenues shall be
allocated to such reserves to the extent necessary to maintain the 5% level. No
distributions were made during 1998 or 1997 since the Partnership's working
capital reserves did not meet the 5% of Net Invested Capital requirement.
Allocation of Profits, Gains and Losses
Profits, gains and losses of the Partnership are allocated between general and
limited partners in accordance with the provisions of the Partnership Agreement.
Net profits and net losses shall be allocated 96% to the limited partners, 3.8%
to the special limited partner, and .2% to the General Partner.
Investment Properties
Investment properties consist of two apartment complexes and an office complex
and are stated at cost. Acquisition fees are capitalized as a cost of real
estate. In accordance with Financial Accounting Standards Board Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," 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.
Costs of properties that have been permanently impaired have been written down
to appraised value. No adjustments for impairment of value were recorded in the
years ended December 31, 1998 or 1997.
Depreciation
Depreciation is provided by the straight-line method over the estimated lives of
the Partnership's properties and related personal property. For Federal income
tax purposes, the accelerated cost recovery method is used (1) for real property
over 15 years for additions prior to March 16, 1984, 18 years for additions
after March 15, 1984 and before May 9, 1985, and 19 years for additions after
May 8, 1985, and before January 1, 1987, and (2) for personal property over 5
years for additions prior to January 1, 1987. As a result of the Tax Reform Act
of 1986, for additions after December 31, 1986, the modified accelerated cost
recovery method is used for depreciation of (1) real property over 27 1/2 years
and (2) personal property additions over 7 years.
Tenant Security Deposits
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. 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 and Sutton Place Apartments hold repair and maintenance escrow of
approximately $106,000 and $75,000, respectively, at December 31, 1998, which
were established in the 1996 refinancing (see "Note F - Mortgage Notes
Payable"). These escrows are included in restricted escrows.
Cash and Cash Equivalents
Includes cash on hand and in banks, money market funds and certificates of
deposit with original maturities less than 90 days. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. 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.
Leases
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases. In addition, the
General Partner's policy is to offer rental concessions during particularly slow
months or in response to heavy competition from other similar complexes in the
area. Concessions are charged against rental income as incurred. 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 of approximately $238,000 less accumulated amortization of
approximately $74,000 are included in other assets and are being amortized on a
straight line basis over the life of the loans.
Lease Commissions
Lease commissions of approximately $169,000 less accumulated amortization of
approximately $127,000 are included in other assets and are being amortized
using the straight line method over the term of the applicable lease.
Advertising Costs
Advertising costs of approximately $94,000 in 1998 and $87,000 in 1997 are
charged to expense 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 consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Segment Reporting
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Standards No. 131, Disclosure about Segments of an Enterprise and
Related Information ("Statement 131"), which is effective for years beginning
after December 15, 1997. Statement 131 established standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. Management has not completed its review
of Statement 131 (See "Note I" for disclosure).
Reclassifications
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Registrant's residential properties for providing property management services.
The Registrant paid to such affiliates $162,000 and $157,000 for the years ended
December 31, 1998 and 1997 respectively. For the nine months ended September
30, 1998 and the year ended December 31, 1997 affiliates of the General Partner
were entitled to receive varying percentages of gross receipts from the
Registrant's commercial property for providing property management services.
The Registrant paid to such affiliates $51,000 and $58,000 for the nine months
ended September 30, 1998 and the year ended December 31, 1997. Effective October
1, 1998 (the effective date of the Insignia Merger) these services for the
commercial property were provided by an unrelated party.
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. An affiliate of the General Partner received
reimbursement of accountable administrative expenses amounting to approximately
$124,000 and $151,000 for the years ended December 31, 1998 and 1997,
respectively. Included in these reimbursements are approximately $11,000 and
$33,000 of construction oversight reimbursement in 1998 and 1997, respectively.
These reimbursements are primarily included in operating, general and
administrative expenses and investment properties.
During the year ended December 31, 1997, the Partnership paid affiliates
of the General Partner approximately $5,500 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 $6,000 and $69,000 to affiliates
of the general partner for lease commissions on the Partnership's commercial
property during the year ended December 31, 1998 and 1997, respectively. These
lease commissions are included in other assets and amortized over the term of
the respective leases.
During December 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
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. During February 1998, the tender offer was completed and the
"Purchaser" acquired 43,795.8 units of limited partnership interest in the
Partnership or 24.39% of the total outstanding units.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a second tender offer for limited partnership interests in
the Partnership. The Purchaser offered to purchase up to 40,000 of the
outstanding units of limited partnership interest in the Partnership, at $33 per
unit, net to the seller in cash. During November 1998, the tender offer was
completed and the Second Purchaser acquired 11,175.00 units of limited
partnership interest in the Partnership or 6.22% of the total outstanding units.
As a result of its ownership through affiliates of 58,006.8 limited partnership
units or 32.31%, AIMCO could be in a position to significantly influence all
voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all likelihood vote the Units acquired in a manner favorable to the interest
of the General Partner because of their affiliation with the General Partner.
For the period January 1, 1997 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the General
Partner with an 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 which receives payments 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.
NOTE D - COMMITMENT
The Partnership is required to maintain working capital reserves for normal
repairs, replacements, working capital and contingencies of not less than 5% of
Net Invested Capital as defined in the Partnership Agreement. In the event
expenditures are made from these reserves, operating revenue shall be allocated
to such reserves to the extent necessary to maintain the foregoing level. Cash
and cash equivalents, tenant security deposits and investments totaling
approximately $1,238,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1998. 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; therefore,
no distributions were made in 1998 or 1997.
NOTE E - CHANGE IN STATUS OF NON-CORPORATE GENERAL PARTNER
In the year ended December 31, 1991, the Partnership Agreement was amended to
convert the General Partner interests held by the non-corporate General Partner,
Consolidated Capital Group ("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. ConCap Equities, Inc. ("CEI") became the
sole general partner of the Partnership effective December 31, 1991. In
connection with CCG's conversion, a special allocation of gross income was made
to the Special Limited Partners in order to eliminate their tax basis negative
capital accounts.
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 as the components of the
timing differences which created the balance reverse.
NOTE F - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Aspen Ridge $ 5,750 $ 35 7.33% 11/03 $5,750
Sutton Place 2,746 23 9.125% 10/03 2,581
51 North High 2,492 19 9.0% 06/04 1,687
$10,988 $ 77 $10,018
Scheduled maturities of principal are as follows (in thousands):
Years Ending December 31,
1999 $ 165
2000 173
2001 182
2002 191
2003 8,521
Thereafter 1,756
$ 10,988
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. At December 31,
1997, the General Partner's interest in the limited partnership was transferred
to a wholly owned (by the Registrant) Limited Liability Company, CCP/V Fifty-One
GP LLC, making the limited partnership wholly owned by the Registrant. 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. At December 31, 1997, the General Partner's interest in the
limited partnership was transferred to a wholly owned (by the Registrant)
Limited Liability Company, CCP/V Sutton Place GP, LLC, making the limited
partnership wholly owned by the Registrant. 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.
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.
The mortgage notes payable are non-recourse and are secured by pledge of the
respective Partnership's properties and by pledge of revenues from the
properties. Prepayment penalties are required if repaid prior to maturity.
Further, the properties may not be sold subject to existing indebtedness.
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, 1998, are as follows (in thousands):
Years Ending December 31,
1999 $ 679
2000 149
2001 108
2002 85
2003 47
Thereafter 94
$1,162
NOTE H - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
Aspen Ridge $ 5,750 $ 593 $ 6,383 $1,786
Sutton Place 2,746 905 4,091 1,022
51 North High 2,492 561 5,157 1,089
Totals $10,988 $2,059 $15,631 $3,897
Gross Amount At Which Carried
At December 31, 1998
(in thousands)
Buildings
And
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
(in thousands)
Aspen Ridge $ 593 $ 8,169 $ 8,762 $ 5,907 08/09/84 5-19
Sutton Place 850 5,168 6,018 4,169 07/06/84 5-19
51 North High 526 6,281 6,807 5,097 12/20/84 3-19
Totals $1,969 $19,618 $ 21,587 $15,173
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
Years Ended December 31,
1998 1997
Investment Properties
Balance at beginning of year $20,993 $20,362
Property improvements 594 786
Disposals of property -- (155)
Balance at end of year $21,587 $20,993
Accumulated Depreciation
Balance at beginning of year $14,057 $13,071
Additions charged to expense 1,116 1,098
Disposals of property -- (112)
Balance at end of year $15,173 $14,057
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, is approximately $23,806,000 and $23,208,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997, is approximately $15,101,000 and
$14,134,000, respectively.
NOTE I - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues
As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Partnership has two reportable segments: residential
properties and commercial properties. The Partnership's residential property
segment consists of two apartment complexes located in two states in the United
States. The Partnership rents apartment units to people for terms that are
typically twelve months or less. The commercial property segment consists of
another building located in Columbus, Ohio. This property leases space to a
government agency, a bank, and various other businesses at terms ranging from 12
months to 10 years.
Measurement of segment profit or loss
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies.
Factors management used to identify the enterprise's reportable segment
The Partnership's reportable segments consist of investment properties that
offer different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the years 1998 and 1997 is shown in the tables below.
The "Other" Column includes partnership administration related items and income
and expense not allocated to the reportable segment.
1998 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $ 3,056 $ 1,208 $ -- $ 4,264
Other income 142 20 32 194
Interest expense 707 106 -- 813
Depreciation 770 346 -- 1,116
General and administrative expense -- -- 199 199
Segment profit (loss) (16) 52 (167) (131)
Total assets 5,760 1,929 706 8,395
Capital expenditures for
investment properties 507 87 -- 594
1997
Rental income $ 2,967 $ 1,200 $ -- $ 4,167
Other income 149 39 16 204
Interest expense 708 110 -- 818
Depreciation 725 373 -- 1,098
General and administrative expense -- -- 186 186
Segment loss (223) (19) (169) (411)
Total assets 6,092 2,239 485 8,816
Capital expenditures for
investment properties 638 148 -- 786
Revenues from one tenant of the Partnership's commercial segment represents more
than 10% of the Partnership's consolidated revenues.
1998 1997
Amount Percent Amount Percent
(in thousands) (in thousands)
Government Agency $ 792 19% $ 723 17%
NOTE J - LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, plaintiffs have recently filed an amended complaint. The General
Partner has filed demurrers to the amended complaint which were heard during
February 1999. No ruling on such demurrers has been received. The General
Partner does not anticipate that costs associated with this case, if any, to be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE K - 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
consolidated financial statements of the Partnership.
The following is a reconciliation of reported net loss and Federal taxable
income (loss) (in thousands, except unit data):
For the Years Ended December 31,
1998 1997
Net loss as reported $ (131) $ (411)
Add (deduct):
Depreciation differences 149 266
Unearned income (19) 41
Loss on disposition of fixed assets -- 43
Other -- 2
Accruals and prepaids 11 (12)
Federal taxable income (loss) $ 10 $ (71)
Federal taxable income (loss)
per limited partnership unit $ .06 $ (.39)
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 $ (3,305)
Land and buildings 2,220
Accumulated depreciation 72
Syndication and distribution costs 4,935
Other (386)
Net assets - Federal tax basis $ 3,536
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 director 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
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President - Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council.
He received a B.A. from Fordham College and a J.D. from Fordham University Law
School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO
and Vice President-Accounting and Director of the General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.
ITEM 10. EXECUTIVE COMPENSATION
No direct compensation was paid or payable by the Partnership to the director or
officers for the year ended December 31, 1998, nor was any direct compensation
paid or payable by the Partnership to the director or officers of the General
Partner for the year ended December 31, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Except as provided below, as of December 31, 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, LP 2,936.00 1.64%
(an affiliate of AIMCO)
Madison River Properties LLC 43,795.80 24.39%
(an affiliate of AIMCO)
AIMCO Properties, LP 100.00 .06%
(an affiliate of AIMCO)
Cooper River Properties LLC 11,175.00 6.22%
(an affiliate of AIMCO)
Insignia Properties, L.P., Madison River Properties LLC, AIMCO Properties, LP
and Cooper River Properties LLC are indirectly ultimately owned by AIMCO. The
business address for Insignia Properties, LP, Madison River Properties LLC, and
Cooper River Properties LLC is 55 Beattie Place, Greenville, SC 29601. The
business address for AIMCO Properties, LP is 1873 South Bellaire Street, 17th
Floor, Denver, CO 80222.
No directors or officer of the General Partner owns any Units.
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner. AIMCO and its affiliates
currently own 32.31% of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnerships interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Registrant's residential properties for providing property management services.
The Registrant paid to such affiliates $162,000 and $157,000 for the years ended
December 31, 1998 and 1997 respectively. For the nine months ended September
30, 1998 and the year ended December 31, 1997 affiliates of the General Partner
were entitled to receive varying percentages of gross receipts of the
Registrant's commercial property for providing property management services.
The Registrant paid to such affiliates $51,000 and $58,000 for the nine months
ended September 30, 1998 and the year ended December 31, 1997. Effective October
1, 1998 (the effective date of the Insignia Merger) these services for the
commercial property were provided by an unrelated party.
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. An affiliate of the Managing General Partner received
reimbursement of accountable administrative expenses amounting to approximately
$124,000 and $151,000 for the years ended December 31, 1998 and 1997,
respectively. Included in these reimbursements are approximately $11,000 and
$33,000 of construction oversight reimbursement in 1998 and 1997, respectively.
These reimbursements are primarily included in operating, general and
administrative expenses and investment properties.
During the year ended December 31, 1997, the Partnership paid affiliates
of the General Partner approximately $5,500 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 $6,000 and $69,000 to affiliates
of the general partner for lease commissions on the Partnership's commercial
property during the year ended December 31, 1998 and 1997, respectively. These
lease commissions are included in other assets and amortized over the term of
the respective leases.
During December 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
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. During February 1998, the tender offer was completed and the
"Purchaser" acquired 43,795.8 units of limited partnership interest in the
Partnership or 24.39% of the total outstanding units.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a second tender offer for limited partnership interests in
the Partnership. The Purchaser offered to purchase up to 40,000 of the
outstanding units of limited partnership interest in the Partnership, at $33 per
unit, net to the seller in cash. During November 1998, the tender offer was
completed and the Second Purchaser acquired 11,175.00 units of limited
partnership interest in the Partnership or 6.22% of the total outstanding units.
As a result of its ownership through affiliates of 58,006.8 limited partnership
units or 32.31%, AIMCO could be in a position to significantly influence all
voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters. When voting on matters, AIMCO would
in all likelihood vote the Units acquired in a manner favorable to the interest
of the General Partner because of their affiliation with the General Partner.
For the period January 1, 1997 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the General
Partner with an 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 which receives payments 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.
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 1998:
Current Report on Form 8-K dated October 1, 1998 and filing on
October 16, 1998 disclosing change in control of Registrant from
Insignia Financial Group, Inc. to AIMCO.
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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date: March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/Patrick J. Foye Date: March 26, 1999
Patrick J. Foye
Executive Vice President and Director
By: /s/Timothy R. Garrick Date: March 26, 1999
Timothy R. Garrick
Vice President - Accounting and Director
INDEX OF EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of October 1, 1998,
by and between AIMCO and IPT.
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)
27 Financial data schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties V 1998 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-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,177
<SECURITIES> 0
<RECEIVABLES> 397
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 21,587
<DEPRECIATION> 15,173
<TOTAL-ASSETS> 8,395
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10,988
0
0
<COMMON> 0
<OTHER-SE> (3,305)
<TOTAL-LIABILITY-AND-EQUITY> 8,395
<SALES> 0
<TOTAL-REVENUES> 4,458
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,589
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 813
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> (131)
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<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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