FORM 10-QSB - QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-13083
CONSOLIDATED CAPITAL PROPERTIES V
(Exact name of small business issuer as specified in its charter)
California 94-2918560
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
(Unaudited)
(in thousands, except unit data)
September 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 8,318
Other assets 22
$ 8,340
Liabilities
Accounts payable 90
Other liabilities 308
Distribution payable 6,552
Estimated costs during the period of liquidation 185
7,135
Net assets in liquidation $ 1,205
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
b) CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues: (Restated) (Restated)
<S> <C> <C> <C> <C>
Rental income $ 448 $ 781 $ 2,045 $ 2,325
Other income 75 53 212 135
Gain on sale of investment property 10,909 -- 10,909 --
Total revenues 11,432 834 13,166 2,460
Expenses:
Operating 312 377 994 1,004
General and administrative 117 53 221 158
Depreciation 113 205 530 602
Interest 121 176 472 529
Property taxes (refund) (12) 103 162 283
Total expenses 651 914 2,379 2,576
Income (loss) before discontinued
operations and extraordinary loss
on early extinguishment of debt 10,781 (80) 10,787 (116)
(Loss) income from discontinued
operations (11) (9) (84) 33
Gain on sale of discontinued
operations -- -- 1,658 --
Income (loss) before extraordinary loss
on early extinguishment of debt 10,770 (89) 12,361 (83)
Loss on early extinguishment of debt (438) -- (276) --
Net income $10,332 $ (89) $12,085 $ (83)
Net income allocated to general
partner (0.2%) 20 -- 24 --
Net income allocated to limited
partner (99.8%) 10,312 (89) 12,061 (83)
Net income (loss) $10,332 $ (89) $12,085 $ (83)
Net income (loss) per limited
partnership unit:
Income (loss) before discontinued
operations and extraordinary loss
on early extinguishments of debt $ 59.93 $ (0.45) $ 59.96 $ (0.65)
(Loss) income from discontinued
operations (0.07) (0.05) (0.47) 0.18
Gain on sale of discontinued
operations -- -- 9.22 --
Income (loss) before extraordinary loss
on early extinguishment of debt 59.86 (0.50) 68.71 (0.47)
Loss on early extinguishment of debt (2.43) -- (1.53) --
Net income per limited partnership
unit $ 57.43 $ (0.50) $ 67.18 $ (0.47)
Distribution per limited partnership unit $ 40.36 $ -- $ 40.36 $ --
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
c)
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
NET ASSETS IN LIQUIDATION
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
Original capital
<S> <C> <C> <C> <C> <C>
contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' deficit at
December 31, 1999 179,537.20 $ (21) $ (48) $(3,365) $(3,434)
Distributions to partners -- (1) (13) (7,247) (7,261)
Net income for the nine months
ended September 30, 2000 -- 24 -- 12,061 12,085
Partners' capital
at September 30, 2000 179,537.20 $ 2 $ (61) $ 1,449 $ 1,390
Adjustment to liquidation
basis (Note A) (185)
Net assets in liquidation
at September 30, 2000 $ 1,205
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 12,085 $ (83)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Gain on sale of discontinued operations (1,658) --
Gain on sale of investment property (10,909) --
Extraordinary loss on early extinguishment of debt 276 --
Depreciation 690 840
Amortization of lease commissions, loan costs, and
debt forgiveness 46 (3)
Change in accounts:
Receivables and deposits 290 87
Other assets 16 (23)
Accounts payable (2) 26
Tenant security deposit liabilities (75) 22
Accrued property taxes (461) (71)
Other liabilities (80) (3)
Net cash provided by operating activities 218 792
Cash flows from investing activities:
Property improvements and replacements (181) (395)
Proceeds from sale of investment property 18,133 --
Lease commissions paid (7) (58)
Net withdrawals from (deposits to) restricted escrows 109 (83)
Net cash provided by (used in) investing activities 18,054 (536)
Cash flows from financing activities:
Prepayment penalty (520) --
Principal payments on mortgage notes payable (76) (57)
Repayment of mortgage note payable (10,404) --
Distributions to partners (709) --
Net cash used in financing activities (11,709) (57)
Net increase in cash and cash equivalents 6,563 199
Cash and cash equivalents at beginning of period 1,755 1,177
Cash and cash equivalents at end of period $ 8,318 $ 1,376
Supplemental disclosure of cash flow information:
Cash paid for interest $ 537 $ 581
Supplemental disclosure of non-cash activity:
Distribution payable $ 6,552 $ --
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
e)
CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
As of September 30, 2000, Consolidated Capital Properties V (the "Partnership"
or "Registrant") adopted the liquidation basis of accounting due to the sale of
the Partnership's two remaining investment properties during the three months
ended September 30, 2000.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its consolidated financial statements at
September 30, 2000, to the liquidation basis of accounting. Consequently, assets
have been valued at estimated net realizable value (including subsequent actual
transactions described below) and liabilities are presented at their estimated
settlement amounts, including estimated costs associated with carrying out the
liquidation. The valuation of assets and liabilities necessarily requires many
estimates and assumptions and there are substantial uncertainties in carrying
out the liquidation. The actual realization of assets and settlement of
liabilities is based upon the General Partner's estimates as of the date of the
consolidated financial statements.
Included in liabilities in the statement of net assets in liquidation, as of
September 30, 2000, are approximately $185,000 of costs, net of income, that the
General Partner estimates will be incurred during the period of liquidation,
based on the assumption that the liquidation process will be completed by March
31, 2001. These cost principally include the estimated administrative expenses
for the Partnership. Because the success in realization of assets and the
settlement of liabilities is based on the General Partner's best estimates, the
liquidation period may be shorter than projected or it may be extended beyond
the projected period.
Principles of Consolidation
The Partnership's consolidated financial statements include the accounts of the
Partnership and its 99% limited partnership interests in the lower tier limited
partnerships Aspen Ridge Associates, Ltd., Sutton Place CCPV, L.P. and 51 North
High Street, L.P. The general partner of these lower tier limited partnerships
is limited liability companies of which the Partnership is the sole member.
Accordingly all entities are consolidated by the Partnership. All significant
interpartnership balances have been eliminated.
Reclassifications
Certain reclassifications have been made to the 1999 information to conform to
the 2000 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 ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
<PAGE>
Note C - Disposition of Property/Operating Segment
On June 1, 2000, 51 North High Street Building, located in Columbus, Ohio, was
sold to an unaffiliated third party for approximately $3,227,000. After closing
expenses and other payments of approximately $230,000, the net proceeds received
by the Partnership were approximately $2,997,000. The Partnership recorded an
extraordinary gain on early extinguishment of debt of approximately $162,000 due
to the write off of the remaining unamortized debt forgiveness which was offset
slightly by the payment of prepayment penalties. In addition the Partnership
recorded a gain on sale of discontinued operations of approximately $1,658,000
during the nine months ended September 30, 2000.
51 North High Street Building was the only commercial property owned by the
Partnership and represented one segment of the Partnership's operations. Due to
the sale of this property, the results of the commercial segment have been shown
as income or loss from discontinued operations and gain on sale of discontinued
operations for both the three and nine months ended September 30, 2000 and 1999.
Revenue for this property was approximately $0 and $492,000, for the three and
nine months ended September 30, 2000, respectively, as compared to approximately
$303,000 and $901,000, for the three and nine months ended September 30, 1999,
respectively. Loss from discontinued operations was approximately $11,000 and
$84,000 for the three and nine months ended September 30, 2000, respectively, as
compared to (loss) income from discontinued operations of approximately $(9,000)
and $33,000 for the three and nine months ended September 30, 1999,
respectively.
Note D - Sale of Investment Property
On August 16, 2000, Aspen Ridge Apartments was sold to an unaffiliated third
party for approximately $10,000,000. After closing expenses and other payments
of approximately $152,000, the net proceeds received by the Partnership were
approximately $9,847,000. The Partnership recorded a gain on the sale of
approximately $7,342,000. The Partnership recorded an extraordinary loss on
early extinguishment of debt of approximately $213,000 due to the payment of
prepayment penalties and the write-off of unamortized loan costs.
On September 7, 2000, Sutton Place Apartments was sold to an unaffiliated third
party for approximately $5,400,000. After closing expenses and other payments of
approximately $111,000, the net proceeds received by the Partnership were
approximately $5,289,000. The Partnership recorded a gain on the sale of
approximately $3,567,000. The Partnership recorded an extraordinary loss on
early extinguishment of debt of approximately $225,000 due to the payment of
prepayment penalties.
Note E - Transactions with Affiliated Partners
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
<PAGE>
During the nine months ended September 30, 2000 and 1999, affiliates of the
General Partner were entitled to receive 5% of gross receipts from both of the
Registrant's residential properties for providing property management services.
The Registrant paid to such affiliates approximately $121,000 and $130,000 for
the nine months ended September 30, 2000 and 1999, respectively.
The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. An affiliate of the General Partner received
reimbursement of accountable administrative expenses amounting to approximately
$103,000 and $73,000 for the nine months ended September 30, 2000 and 1999,
respectively.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 83,288.50 limited
partnership units in the Partnership representing 46.39% of the outstanding
units. A number of these units were acquired pursuant to tender offers made by
AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional limited partnership
interests in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO. Under the Partnership Agreement, unitholders holding a
majority of the Units are entitled to take action with respect to a variety of
matters, which would include without limitation, voting on certain amendments to
the Partnership Agreement and voting to remove the General Partner. As a result
of its ownership of 46.39% of the outstanding units, AIMCO is in a position to
significantly influence all voting decisions with respect to the Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the General Partner because of their
affiliation with the General Partner.
Note F - Commitment
Until October 17, 2000, the Partnership was required by the Partnership
Agreement to maintain working capital reserves for contingencies of not less
than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the
event expenditures were made from this reserve, operating revenues were to be
allocated to such reserve to the extent necessary to maintain the foregoing
level. Reserves, including cash and securities available for sale, totaling
approximately $8,200,000, were more than the reserve requirement of
approximately $1,724,000 at September 30, 2000. On September 16, 2000, the
Partnership sought the vote of limited partners to amend the Partnership
Agreement to eliminate the requirement for the Partnership to maintain reserves
equal to at least 5% of the limited partner's capital contributions less
distributions to limited partners and instead permit the General Partner to
determine reasonable reserve requirements of the Partnership. The vote was
sought pursuant to a Consent Solicitation that expired on October 16, 2000 at
which time the amendment was approved by the requisite percent of limited
partnership interests. Upon expiration of the consent period, a total number of
119,130.90 units had voted of which 113,444.90 units had voted in favor of the
amendment, 4,167.00 units voted against the amendment and 1,519.00 units
abstained.
<PAGE>
Note G - Distributions
During the nine months ended September 30, 2000 the partnership distributed
approximately $709,000 of surplus cash all to the limited partners ($3.95 per
limited partnership unit). This amount represented the distributable sale
proceeds from the sale of 51 North High Street Building. As of September 30,
2000 the partnership had declared an additional distribution payable of
approximately $6,552,000. Of this approximately $352,000 is from operations
(approximately $338,000 to limited partners or $1.88 per limited partnership
unit) and approximately $6,200,000 is from distributable sale proceeds of Aspen
Ridge and Sutton Place to the limited partners or $34.53 per limited partnership
unit.
Note H - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership had two reportable segments: residential properties and
commercial property. The Partnership's residential property segment consisted of
two apartment complexes, one located in West Chicago, Illinois which was sold on
August 16, 2000 and the other in Corpus Christi, Texas was sold on September 7,
2000. The Partnership rents apartment units to tenants for terms that are
typically twelve months or less. The commercial property segment consisted of an
office building located in Columbus, Ohio, which was sold on June 1, 2000. As a
result of the sale of the commercial property during 2000, the commercial
segment is shown as discontinued operations (see "Note C - Disposition of
Property/Operating Segment" for further discussion regarding the commercial
property sale).
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those in the Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
Factors management used to identify the enterprise's reportable segments:
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 three and nine months ended September 30, 2000 and
1999, is shown in the tables below. The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment (in thousands).
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended September 30, 2000 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 448 $ -- $ -- $ 448
Other income 50 -- 25 75
Interest expense 121 -- -- 121
Depreciation 113 -- -- 113
General and administrative
expense -- -- 117 117
Gain on sale of investment
properties 10,909 -- -- 10,909
Loss from discontinued
operations -- (11) -- (11)
Loss on early extinguishment
of debt (438) -- -- (438)
Segment profit (loss) 10,435 (11) (92) 10,332
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 2,045 $ -- $ -- $ 2,045
Other income 169 -- 43 212
Interest expense 472 -- -- 472
Depreciation 530 -- -- 530
General and administrative
expense -- -- 221 221
Gain on sale of investment properties 10,909 -- -- 10,909
Loss from discontinued
operations -- (84) -- (84)
Gain on sale of discontinued
operations -- 1,658 -- 1,658
(Loss) gain on early extinguishment
of debt (438) 162 -- (276)
Segment profit (loss) 10,527 1,736 (178) 12,085
Total assets -- -- 8,340 8,340
Capital expenditures for
investment properties 175 6 -- 181
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended September 30, 1999 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 781 $ -- $ -- $ 781
Other income 48 -- 5 53
Interest expense 176 -- -- 176
Depreciation 205 -- -- 205
General and administrative
expense -- -- 53 53
Loss from discontinued
operations -- (9) -- (9)
Segment profit (loss) (33) (9) (47) (89)
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 2,325 $ -- $ -- $ 2,325
Other income 115 -- 20 135
Interest expense 529 -- -- 529
Depreciation 602 -- -- 602
General and administrative
expense -- -- 158 158
Income from discontinued
operations -- 33 -- 33
Segment profit (loss) 21 33 (137) (83)
Total assets 5,528 1,801 838 8,167
Capital expenditures for
investment properties 372 23 -- 395
</TABLE>
<PAGE>
Note I - 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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek 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, the plaintiffs have filed an amended
complaint. The General Partner filed demurrers to the amended complaint which
were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB 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
operation. 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.
As of September 30, 2000, the Partnership adopted the liquidation basis of
accounting due to the sale of its two remaining investment properties during the
three months ended September 30, 2000.
Results of Operations
Prior to adopting the liquidation basis of accounting, the Partnership realized
net income of approximately $12,085,000 for the nine months ended September 30,
2000 and a net loss of approximately $83,000 for the nine months ended September
30, 1999. The Partnership realized net income of approximately $10,332,000 for
the three months ended September 30, 2000 and a net loss of approximately
$89,000 for the three months ended September 30, 1999. The increase in net
income is primarily due to the gain on sale of investment properties and
discontinued operations which was partially offset by a loss on early
extinguishment of debt.
Included in general and administrative expenses for both of the nine month
periods ended September 30, 2000 and 1999 are reimbursements to the General
Partner allowed under the Partnership Agreement associated with its management
of the Partnership. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
requested by the Partnership are also included.
On June 1, 2000, 51 North High Street Building, located in Columbus, Ohio, was
sold to an unaffiliated third party for approximately $3,227,000. After closing
expenses and other payments of approximately $230,000 the net proceeds received
by the Partnership was approximately $2,997,000. The Partnership recorded an
extraordinary gain on early extinguishment of debt of approximately $162,000 due
to write off of the remaining unamortized debt forgiveness which was offset
slightly by the payment of prepayment penalties. In addition, the Partnership
recorded a gain on sale of discontinued operations of approximately $1,658,000
during the nine months ended September 30, 2000.
On August 16, 2000, Aspen Ridge Apartments was sold to an unaffiliated third
party for approximately $10,000,000. After closing expenses and other payments
of approximately $152,000, the net proceeds received by the Partnership were
approximately $9,847,000. The Partnership recorded a gain on the sale of
approximately $7,342,000. The Partnership recorded an extraordinary loss on
early extinguishment of debt of approximately $213,000 due to the payment of
prepayment penalties and the write-off of unamortized loan costs.
On September 7, 2000, Sutton Place Apartments was sold to an unaffiliated third
party for approximately $5,400,000. After closing expenses and other payments of
approximately $111,000, the net proceeds received by the Partnership were
approximately $5,289,000. The Partnership recorded a gain on the sale of
approximately $3,567,000. The Partnership recorded an extraordinary loss on
early extinguishment of debt of approximately $225,000 due to the payment of
prepayment penalties.
Liquidity and Capital Resources
As of September 30, 2000, the Partnership adopted the liquidation basis of
accounting due to the sale of the Partnership's remaining two investment
properties during the three months ended September 30, 2000. The statement of
net liabilities in liquidation as of September 30, 2000 includes approximately
$185,000 of costs, net of income, that the General Partner estimates will be
incurred during the period of liquidation, based on the assumption that the
liquidation process will be completed by March 31, 2001. These costs principally
include the estimated administrative expenses for the Partnership. Because the
success in realization of assets and the settlement of liabilities is based on
the General Partner's best estimates, the liquidation period may be shorter than
projected or it may be extended beyond the projected period.
At September 30, 2000, the Partnership had cash and cash equivalents of
approximately $8,318,000 as compared to approximately $1,376,000 at September
30, 1999. Cash and cash equivalents increased approximately $6,563,000 during
the nine months ended September 30, 2000 from the Partnership's year ended
December 31, 1999, primarily due to approximately $18,054,000 of cash provided
by investing activities and approximately $218,000 of cash provided by operating
activities, which was partially offset by approximately $11,709,000 of cash used
in financing activities. Cash provided by investing activities consisted
primarily of net proceeds received as a result of the sale of 51 North Street
Building, Aspen Ridge Apartments and Sutton Place Apartments and net withdrawals
from escrow accounts maintained by the mortgage lender which were slightly
offset by property improvements and replacements and lease commissions paid.
Cash used in financing activities consisted of principal payments and the
repayment of the mortgage on 51 North Street Building, Aspen Apartments and
Sutton Place Apartments and prepayment penalties paid along with distributions
to Partners. The Partnership invests its working capital reserves in money
market accounts.
Aspen Ridge Apartments
During the nine months ended September 30, 2000, the Partnership completed
approximately $113,000 of capital improvements at Aspen Ridge Apartments
consisting of floor covering and appliance replacements and parking lot
improvements. These improvements were funded from operating cash flow. This
property was sold on August 16, 2000.
Sutton Place Apartments
During the nine months ended September 30, 2000, the Partnership completed
approximately $62,000 of capital improvements at Sutton Place Apartments
consisting of floor covering replacements, HVAC condensing unit, lighting, and
water heater replacements. These improvements were funded from operating cash
flow. This property was sold on September 7, 2000.
<PAGE>
51 North High
During the nine months ended September 30, 2000, the Partnership completed
approximately $6,000 of capital improvements at 51 North High Apartments
consisting of tenant improvements. These improvements were funded from operating
cash flow. This property was sold on June 1, 2000.
Until October 17, 2000, the Partnership was required by the Partnership
Agreement to maintain working capital reserves for contingencies of not less
than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the
event expenditures were made from this reserve, operating revenues were to be
allocated to such reserve to the extent necessary to maintain the foregoing
level. Reserves, including cash and securities available for sale, totaling
approximately $8,200,000, were more than the reserve requirement of
approximately $1,724,000 at September 30, 2000. On September 16, 2000, the
Partnership sought the vote of limited partners to amend the Partnership
Agreement to eliminate the requirement for the Partnership to maintain reserves
equal to at least 5% of the limited partner's capital contributions less
distributions to limited partners and instead permit the General Partner to
determine reasonable reserve requirements of the Partnership. The vote was
sought pursuant to a Consent Solicitation that expired on October 16, 2000 at
which time the amendment was approved by the requisite percent of limited
partnership interests. Upon expiration of the consent period, a total number of
119,130.90 units had voted of which 113,444.90 units had voted in favor of the
amendment, 4,167.00 units voted against the amendment and 1,519.00 units
abstained.
During the nine months ended September 30, 2000 the partnership distributed
approximately $709,000 of surplus cash all to the limited partners ($3.95 per
limited partnership unit). This amount represented the distributable sale
proceeds from the sale of 51 North High Street Building. As of September 30,
2000 the partnership had declared an additional distribution payable of
approximately $6,552,000. Of this approximately $352,000 is from operations
(approximately $338,000 to limited partners or $1.88 per limited partnership
unit) and approximately $6,200,000 is from distributable sale proceeds of Aspen
Ridge and Sutton Place to the limited partners or $34.53 per limited partnership
unit. During the nine months ended September 30, 1999, there were no cash
distributions. Future cash distributions will depend on the level of cash
remaining after costs incurred by the Partnership during the liquidation period.
It is estimated that the liquidation process will be completed by March 31,
2001.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. 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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. The plaintiffs seek 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, the plaintiffs have filed an amended
complaint. The General Partner filed demurrers to the amended complaint which
were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 16, 2000, the Partnership sought the vote of limited partners to
amend the Partnership Agreement to eliminate the requirement for the Partnership
to maintain reserves equal to at least 5% of the limited partners' capital
contributions less distributions to limited partners and instead permit the
General Partner to determine reasonable reserve requirements of the Partnership.
The vote was sought pursuant to a Consent Solicitation that expired on October
16, 2000 at which time the amendment was approved by the requisite percent of
limited partnership interests. Upon expiration of the consent period, a total
number of 119,130.90 units had voted of which 113,444.90 units had voted in
favor of the amendment, 4,167.80 voted against the amendment and 1,519.00 units
abstained.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
Current report on Form 8-K dated August 16, 2000 and filed on
September 5, 2000 in connection with the sale of Aspen Ridge
Apartments on August 16, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Partnership caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED CAPITAL PROPERTIES V
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 14, 2000
