March 29, 2000
United States
Securities and Exchange Commission
Washington, D.C. 20549
RE: Consolidated Capital Properties V
Form 10-KSB
File No. 0-13083
To Whom it May Concern:
The accompanying Form 10-KSB for the year ended December 31, 1999 describes a
change in the method of accounting to capitalize exterior painting and major
landscaping, which would have been expensed under the old policy. The
Partnership believes that this accounting principle change is preferable because
it provides a better matching of expenses with the related benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.
Please do not hesitate to contact the undersigned with any questions or comments
that you might have.
Very truly yours,
Stephen Waters
Real Estate Controller
<PAGE>
FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1999
[ ] 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, PO 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 the 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. [ ]
State issuer's revenues for its most recent fiscal year. $3,283,000
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, 1999. No market exists for the limited partnership
interests of the Registrant, and, therefore, no aggregate market value can be
determined.
DOCUMENTS 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 estate
properties for investment. In 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", below for a description of the partnership's remaining properties.
On December 10, 1984, the Partnership sold pursuant to Registration Statements
filed with the Securities and Exchange Commission (the "SEC") 180,037 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.
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,
1999 and 1998. With respect to the Partnership's sole commercial property these
services were provided by affiliates of the General Partner for the nine months
ended September 30, 1998. As of October 1, 1998 the management services were
provided by an unaffiliated third 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 Partnership'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 area 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 own and/or control a significant
number of apartment units in the United States, such units represent an
insignificant percentage of total apartment units in the United States and
competition for the apartments is local.
Both the income and expenses of operating the properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar properties resulting from various
market conditions, increases/decreases in unemployment or population shifts,
changes in the 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.
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.
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 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.
Item 2. Description of Properties:
The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership (1) Use
<S> <C> <C> <C>
Aspen Ridge Apartments 08/09/84 Fee ownership subject Apartment
West Chicago, Illinois to first mortgage 253 units
Sutton Place Apartments 07/06/84 Fee ownership subject Apartment
Corpus Christi, Texas to first mortgage 201 units
51 North High Building 12/20/84 Fee ownership subject Office Building
Columbus, Ohio (2) to first mortgage approximately
86,000 sq. ft.
</TABLE>
(1) All of the properties are held 100% by a Limited Partnership which in turn
is held by a Limited Liability Company of which the Registrant is the sole
member.
(2) Property is currently being held for sale.
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.
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Aspen Ridge $ 9,067 $ 6,433 5-19 yrs S/L $ 2,866
Sutton Place 6,200 4,451 5-19 yrs S/L 2,502
51 North High (1) 6,863 5,415 3-19 yrs S/L 2,898
Totals $ 22,130 $ 16,299 $ 8,266
(1) Balance is included in Item 7. Financial Statements - Investment in Discontinued
Operations."
</TABLE>
See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" for a description of the Partnership's depreciation policy
and "Note M - Change in Accounting Principle".
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 1999 Rate Date Maturity (2)
(in thousands) (in thousands)
Aspen Ridge $ 5,750 7.33% 11/03 $ 5,750
Sutton Place 2,716 9.125% 10/03 2,581
51 North High (1) 2,366 9.0% 06/04 1,687
$10,832 $10,018
(1) Balance is included in Item 7. Financial Statements - Investment in
Discontinued Operations.
(2) See "Item 7. Financial Statements, Note G" for information with respect to
the Registrant's ability to repay these loans and other specific details about
the loans
Rental Rates and Occupancy:
Average annual rental rate and occupancy for 1999 and 1998 for each property
were as follows:
Average Annual Average Annual
Rental Rates Occupancy
Property 1999 1998 1999 1998
Aspen Ridge $8,796 $8,489 94% 94%
Sutton Place 6,463 6,304 92% 91%
51 North High 14.31 14.26 98% 100%
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.
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.
<PAGE>
The following is a schedule of lease expirations at 51 North High for the years
2000-2007:
<TABLE>
<CAPTION>
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
51 North High
<S> <C> <C> <C> <C>
2000 3 12,883 $183 15.3%
2001 4 64,114 922 76.7%
2002 0 -- -- --
2003 2 2,889 52 4.3%
2004 1 1,235 13 1.1%
2005-2006 0 -- -- --
2007 1 1,733 31 2.6%
</TABLE>
The following schedule presents information on tenants leasing 10% or more of
the leasable square footage for 51 North High:
<TABLE>
<CAPTION>
Percent of
Square Footage Annual Rent Per Lease Gross Annual
Nature of Business Leased Square Foot Expiration Rent
<S> <C> <C> <C> <C>
Government Agency 56,772 $14.37 6/30/01 67.9%
Bank 10,666 14.87 5/31/00 13.2%
</TABLE>
Schedule of Real Estate Taxes and Rates:
Real estate taxes and rates in 1999 for each property were as follows:
1999 1999
Billing Rate
(in thousands)
Aspen Ridge Apartments (1) $253 8.23%
Sutton Place Apartments 132 3.08%
51 North High Building (1) 60 5.61%
(1) Estimate is based on 1998 billing, since 1999 bill has not been received.
Capital Improvements:
Aspen Ridge Apartments: The Partnership completed approximately $305,000 in
capital expenditures at Aspen Ridge Apartments as of December 31, 1999,
consisting primarily of appliances, air conditioning, light fixtures and floor
covering replacements, pool upgrades, major landscaping, exterior painting, and
parking lot improvements. These improvements were funded primarily from
partnership replacement reserves and operations. The Partnership is currently
evaluating the capital improvement needs of the property for the upcoming year.
The minimum amount to be budgeted is expected to be $300 per unit or $75,900.
Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
Sutton Place Apartments: The Partnership completed approximately $182,000 in
capital expenditures at Sutton Place Apartments as of December 31, 1999,
consisting primarily of appliances, air conditioning, floor covering
replacements, pool upgrades, parking lot and structural improvements. These
improvements were funded primarily from partnership replacement reserves and
operations. The Partnership is currently evaluating the capital improvement
needs of the property for the upcoming year. The minimum amount to be budgeted
is expected to be $300 per unit or $60,300. Additional improvements may be
considered and will depend on the physical condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.
51 North High Building: The Partnership completed approximately $56,000 in
capital expenditures at 51 North High Building as of December 31, 1999,
consisting primarily of roof replacements and tenant improvements. These
improvements were funded primarily from operations. The Partnership is currently
evaluating the capital improvement needs of the property for the upcoming year.
As the property is currently being held for sale improvements are anticipated to
be made only on an as needed basis to maintain the property in good condition
for sale.
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 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one 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 and the Insignia Merger (see
"Item 7. Financial Statements, Note B - Transfer of Control"). 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
own units as of November 3, 1999. Preliminary approval of the settlement was
obtained on November 3, 1999 from the Superior Court of the State of California,
County of San Mateo, 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 class
plaintiffs' counsel to enter the settlement. On December 14, 1999, the General
Partner and its affiliates terminated the proposed settlement. Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs' counsel in
the action. 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.
Item 4. Submission of Matters to a Vote of Security Holders
During the quarter ended December 31, 1999, no matters were submitted to a vote
of the security holders through the solicitation of proxies or otherwise.
<PAGE>
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
2,868 holders of record owning an aggregate of 179,537.2 Units. Affiliates of
the General Partner owned 80,775.1 units or approximately 44.99% at December 31,
1999. 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 1999 or 1998. 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 $1,738,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1999. 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.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these, and prior tender offers, AIMCO and its affiliates own 80,775.1 limited
partnership units in the Partnership representing approximately 44.99% of the
outstanding units. 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. Consequently, AIMCO is 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 it acquired in a manner favorable to the
interest of the General Partner because of their affiliation with the General
Partner.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
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 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.
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, 1999 was approximately
$129,000 as compared to a net loss of approximately $131,000 for the year ended
December 31, 1998 (See "Note L" of Item 7. Financial Statements for a
reconciliation of these amounts to the Registrant's federal taxable income). The
registrant's loss before discontinued operations for the year ended December 31,
1999 was approximately $179,000 as compared to approximately $183,000 for the
year ended December 31, 1998. The loss before discontinued operations remained
relatively constant for the comparable periods. Total revenues increased due to
an increase in rental income primarily due to an increase in average annual
rental rates at both of the Registrant's residential properties. The increase in
rental income was partially offset by a decrease in other income as a result of
a reduction of cash balances maintained in interest bearing accounts.
The increase in total revenues was partially offset by an increase in total
expenses. Total expenses increased as a result of an increase in general and
administrative expense and depreciation expense which was partially offset by a
decrease in property tax expense. Depreciation expense increased as a result of
property improvements and replacements placed into service during late 1998 and
1999. Property tax expense decreased due to a refund of taxes in 1999 at Sutton
Place Apartments from 1997 property tax payments.
General and administrative expense increased due to an increase in professional
fees. Included in general and administrative expense for the years ended
December 31, 1999 and 1998 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 audits and appraisals required by the Partnership Agreement are also
included.
The Partnership's commercial property, 51 North High Street Building, located in
Columbus, Ohio, is currently being marketed for sale to an unaffiliated third
party; therefore, this segment has been reported as a discontinued operation.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping on a prospective
basis. The Partnership believes that this accounting principle change is
preferable because it provides a better matching of expenses with the related
benefit of the expenditures and it is consistent with industry practice and the
policies of the General Partner. The effect of the change in 1999 was to
increase net income by approximately $55,000 ($0.31 per limited partnership
unit). The cumulative effect, had this change been applied to prior periods, is
not material. The accounting principle change will not have an effect on cash
flow, funds available for distribution or fees payable to the General Partner
and affiliates.
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, 1999, the Registrant held cash and cash equivalents of
approximately $1,660,000, compared to approximately $1,177,000 at December 31,
1998. The increase in cash and cash equivalents of approximately $483,000 is due
to approximately $1,109,000 of cash provided by operating activities, which is
partially offset by approximately $470,000 of cash used in investing activities
and approximately $156,000 of cash used in financing activities. Cash used in
investing activities consisted of property improvements and replacements and was
partially offset by the net receipts from restricted escrow accounts maintained
by the mortgage lenders. Cash used in financing activities consisted of
principal payments made on the mortgages encumbering the Registrant's
properties. The Registrant invests its working capital reserves in money market
accounts.
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 Partnership is currently
evaluating the capital improvement needs of the residential properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $136,200. Additional improvements may be considered and will depend on the
physical condition of the properties as well as replacement reserves and
anticipated cash flow generated by the properties.
The additional capital expenditures will be incurred only if cash is available
from operations and 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 $10,832,000 (of which $2,366,000 is included in
investment in discontinued operations) matures at various times with balloon
payments due during 2003 and 2004. The General Partner will attempt to refinance
such indebtedness and/or sell the properties prior to such maturity dates. If
the properties cannot be refinanced or sold for a sufficient amount, the
Registrant will risk losing such properties 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 $1,738,000, are less than the reserve requirement of approximately
$1,760,000 at December 31, 1999. 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 distributions to the Partners during 1999 and 1998. No
distributions are expected to be made in 2000 since the Partnership's working
capital reserves do not meet the 5% of Net Invested Capital requirement.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these, and prior tender offers, AIMCO and its affiliates own 80,775.1 limited
partnership units in the Partnership representing approximately 44.99% of the
outstanding units. 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. Consequently, AIMCO is 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 it acquired in a manner favorable to the
interest of the General Partner because of their affiliation with the General
Partner.
Year 2000 Compliance
General Description
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 Managing Agent's computer
programs or hardware that had date-sensitive software or embedded chips might
have recognized a date using "00" as the year 1900 rather than the year 2000.
This could have resulted 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.
Computer Hardware, Software and Operating Equipment
In 1999, the Managing Agent completed all phases of its Year 2000 program by
completing the replacement and repair of any hardware or software system or
operating equipment that was not yet Year 2000 compliant. The Managing Agent's
hardware and software systems and its operating equipment are now Year 2000
compliant. No material failure or erroneous results have occurred in the
Managing Agent's computer applications related to the failure to reference the
Year 2000 to date.
Third Parties
To date, the Managing Agent is not aware of any significant supplier or
subcontractor (external agent) or financial institution of the Partnership that
has a Year 2000 issue that would have a material impact on the Partnership's
results of operations, liquidity or capital resources. However, the Managing
Agent has no means of ensuring or determining the Year 2000 compliance of
external agents. At this time, the Managing Agent does not believe that a Year
2000 issue of any non-compliant external agent will have a material impact on
the Partnership's financial position or results of operations.
<PAGE>
Costs
The total cost of the Managing Agent's Year 2000 project was approximately $3.2
million and was funded from operating cash flows.
Risks Associated with the Year 2000
The Managing Agent completed all necessary phases of its Year 2000 program in
1999, and did not experience system or equipment malfunctions related to a
failure to reference the Year 2000. The Managing Agent or Partnership have not
been materially adversely effected by disruptions in the economy generally
resulting from the Year 2000 issue.
At this time, the Managing Agent does not believe that the Partnership's
businesses, results of operations or financial condition will be materially
adversely effected by the Year 2000 issue.
Contingency Plans Associated with the Year 2000
The Managing Agent has not had to implement contingency plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.
<PAGE>
Item 7. Financial Statements
CONSOLIDATED CAPITAL PROPERTIES V
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young, LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1999
Consolidated Statements of Operations - Years ended December 31, 1999 and
1998
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1999 and 1998
Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
1998
Notes to Consolidated Financial Statements
<PAGE>
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, 1999, 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, 1999. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.
As discussed in Note M to the financial statements, the Partnership changed its
method of accounting to capitalize the cost of exterior painting and major
landscaping effective January 1, 1999.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 24, 2000
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1999
Assets
<S> <C> <C>
Cash and cash equivalents $ 1,660
Receivables and deposits 331
Restricted escrows 109
Other assets 162
Investment properties (Notes G and I):
Land $ 1,443
Buildings and personal property 13,824
15,267
Less accumulated depreciation (10,884) 4,383
$ 6,645
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 87
Tenant security deposit liabilities 72
Accrued property taxes 398
Other liabilities 167
Mortgage notes payable (Note G) 8,466
Investment in discontinued operations (Note C) 889
Partners' Deficit
General partner $ (21)
Special limited partners (48)
Limited partners (179,537.20 units
issued and outstanding) (3,365) (3,434)
$ 6,645
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998
Revenues: (restated)
<S> <C> <C>
Rental income $3,121 $3,056
Other income 162 174
Total revenues 3,283 3,230
Expenses:
Operating 1,344 1,345
General and administrative 234 199
Depreciation 808 770
Interest 705 707
Property taxes 371 392
Total expenses 3,462 3,413
Loss before discontinued operations (179) (183)
Income from discontinued operations 50 52
Net loss $ (129) $ (131)
Net loss allocated to general partner (.2%) -- --
Net loss allocated to limited partners (99.8%) $ (129) $ (131)
$ (129) $ (131)
Net (loss) income per limited partnership unit:
Loss before discontinued operations $(1.00) $(1.02)
Income from discontinued operations .28 .29
$ (.72) $ (.73)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
<S> <C> <C> <C> <C> <C>
Original capital
contributions 180,037 $ 1 $ -- $45,009 $45,010
Partners' deficit
at December 31, 1997 179,537.20 $ (21) $ (52) $(3,101) $(3,174)
Amortization of timing
differences -- -- 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)
Amortization of timing
difference (Note F) -- -- 2 (2) --
Net loss for the year
ended December 31, 1999 -- -- -- (129) (129)
Partners' deficit
at December 31, 1999 179,537.20 $ (21) $ (48) $(3,365) $(3,434)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED CAPITAL PROPERTIES V
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
1999 1998
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (129) $ (131)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,126 1,116
Amortization of lease commissions, discounts,
loan costs and debt forgiveness 78 (6)
Change in accounts:
Receivables and deposits 12 60
Other assets (82) 4
Accounts payable 35 (102)
Tenant security deposit liabilities 21 (8)
Accrued property taxes 1 (5)
Other liabilities 47 (18)
Net cash provided by operating activities 1,109 910
Cash flows from investing activities:
Property improvements and replacements (543) (594)
Net receipts from restricted escrows 73 265
Proceeds from sale of investments -- 100
Net cash used in investing activities (470) (229)
Cash flows from financing activities:
Payments on mortgage notes payable (156) (78)
Net increase in cash and cash equivalents 483 603
Cash and cash equivalents at beginning of period 1,177 574
Cash and cash equivalents at end of period $ 1,660 $ 1,177
Supplemental disclosure of cash flow information:
Cash paid for interest $ 777 $ 776
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
CONSOLIDATED CAPITAL PROPERTIES V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
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 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 are 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.
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 99.8% of distributions of net cash from
operations are allocated to the limited partners, 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 partner 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 1999 or 1998 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 99.8% to the limited partners, and
.2% to the General Partner.
Investment Properties: Investment properties consist of two apartment complexes
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, 1999 or 1998. At December 31, 1999 the Partnership's
sole commercial property was being marketed for sale and is included in
Investment in Discontinued Operations (see Note C).
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 5 years.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping (see Note M).
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. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Restricted Escrows: Aspen Ridge and Sutton Place Apartments hold repair and
maintenance escrows of approximately $23,000 and $86,000, respectively, at
December 31, 1999, which were established as part of the properties' 1996
refinancings. These escrows are included in restricted escrows.
Cash and Cash Equivalents: Includes cash on hand, in banks and money market
accounts. 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 to
maturity 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 $108,000 are included in other assets and are being amortized
on a straight-line basis over the lives of the loans.
Lease Commissions: Lease commissions of approximately $227,000 less accumulated
amortization of approximately $171,000 are included in investment in
discontinued operations and are being amortized using the straight line method
over the term of the applicable lease.
Advertising Costs: Advertising costs of approximately $92,000 in 1999 and
$94,000 in 1998 are charged to expense as incurred and are included in operating
expenses and income from discontinued operations.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Segment Reporting: SFAS No. 131, Disclosure about Segments of an Enterprise and
Related Information 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. See "Note J" for required disclosure.
Reclassification: Certain reclassifications have been made to the 1998
information to conform to the 1999 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 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.
Note C - Investment in Discontinued Operations
The Partnership's commercial property, 51 North High Street Building, located in
Columbus, Ohio, is currently being marketed for sale to an unaffiliated third
party; therefore, this segment has been reported as a discontinued operation.
Revenues of this property were approximately $1,204,000 and $1,228,000 for the
years ended December 31, 1999 and 1998, respectively. Income from discontinued
operations was approximately $50,000 and $52,000 for the years ended December
31, 1999 and 1998, respectively. The results of operations of the property have
been classified as "Income from discontinued operations" for the years ended
December 31, 1999 and 1998. The remaining net liabilities, which include
receivables, deposits, fixed assets, accrued liabilities, and mortgage debt, are
classified as "Investment in discontinued operations" at December 31, 1999.
Note D - Transactions with Affiliated Parties
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, 1999 and 1998, 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 $169,000 and $162,000 for the years ended
December 31, 1999 and 1998, respectively. For the nine months ended September
30, 1998 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 for the nine months ended September 30, 1998.
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
$95,000 and $124,000 for the years ended December 31, 1999 and 1998,
respectively.
During the year ended December 31, 1998, the Partnership paid $6,000 to
affiliates of the General Partner for lease commissions on the Partnership's
commercial property. No such costs were paid to affiliates for the year ended
December 31, 1999. These lease commissions are included in investment in
discontinued operations and amortized over the terms of the respective leases.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these, and prior tender offers, AIMCO and its affiliates own 80,775.1 limited
partnership units in the Partnership representing approximately 44.99% of the
outstanding units. 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. Consequently, AIMCO is 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 it acquired in a manner favorable to the
interest of the General Partner because of their affiliation with the General
Partner.
<PAGE>
Note E - 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 $1,738,000 are less than the reserve requirement of approximately
$1,760,000 at December 31, 1999. 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 1999 or 1998.
Note F - 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 Partner's capital accounts for financial
statement and tax reporting purposes is being amortized as the components of the
timing differences which created the balance reverse.
<PAGE>
Note G - Mortgage Notes Payable
The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1999 Interest Rate Date Maturity
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Aspen Ridge $ 5,750 $ 35 7.33% 11/03 $ 5,750
Sutton Place 2,716 23 9.125% 10/03 2,581
51 North High (1) 2,366 19 9.0% 06/04 1,687
$10,832 $ 77 $10,018
</TABLE>
(1) Balance is included in Investment in Discontinued Operations.
Scheduled maturities of principal are as follows (in thousands):
Years Ending December 31,
2000 $ 173
2001 182
2002 191
2003 8,521
2004 1,765
$10,832
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 H - Operating Leases
Tenants of 51 North High are responsible for their own utilities and maintenance
of their space and payment of their proportionate share of common area
maintenance, utilities, insurance and real estate taxes. A portion of the real
estate taxes, insurance, and common area maintenance expenses are paid directly
by the Partnership. The Partnership is then reimbursed by the tenants for their
proportionate share.
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, 1999, are as follows (in thousands):
Years Ending December 31,
2000 $ 1,109
2001 553
2002 99
2003 61
2004 41
Thereafter 62
$ 1,925
Note I - Investment Properties and Accumulated Depreciation
Initial Cost
To Partnership
(in thousands)
<TABLE>
<CAPTION>
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Aspen Ridge $ 5,750 $ 593 $ 6,383 $ 2,091
Sutton Place 2,716 905 4,091 1,204
51 North High (1) 2,366 561 5,157 1,145
Totals $10,832 $2,059 $15,631 $ 4,440
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which
Carried
At December 31, 1999
(in thousands)
Buildings
And
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Aspen Ridge $ 593 $ 8,474 $ 9,067 $ 6,433 08/09/84 5-19
Sutton Place 850 5,350 6,200 4,451 07/06/84 5-19
51 North High (1) 526 6,337 6,863 5,415 12/20/84 3-19
Totals $1,969 $20,161 $22,130 $16,299
</TABLE>
(1) Balance is included in Investment in Discontinued Operations on Consolidated
Balance Sheet.
Reconciliation of "Investment Properties and Accumulated Depreciation":(in
thousands)
Years Ended December 31,
1999 1998
Investment Properties
Balance at beginning of year $21,587 $20,993
Property improvements 543 594
Investment in discontinued operations (6,863) --
Balance at end of year $15,267 $21,587
Accumulated Depreciation
Balance at beginning of year $15,173 $14,057
Additions charged to expense 1,126 1,116
Investment in discontinued operations (5,415) --
Balance at end of year $10,884 $15,173
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1999 and 1998, is approximately $24,350,000 and $23,806,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1999 and 1998, is approximately $16,084,000 and $15,101,000,
respectively.
Note J - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of two apartment complexes located in West Chicago, Illinois and Corpus Christi,
Texas. The Partnership rents apartment units to tenants for terms that are
typically twelve months or less. The commercial property segment consists of an
office 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. The General Partner is currently marketing this property for
sale and as such this segment has been reported as a discontinued operation.
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 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 1999 and 1998 is shown in the tables below.
The "Other" column includes partnership administration related items and income
and expense not allocated to the reportable segment.
<TABLE>
<CAPTION>
1999 Residential Commercial Other Totals
(discontinued)
(in thousands)
<S> <C> <C> <C> <C>
Rental income $ 3,121 $ -- $ -- $ 3,121
Other income 130 -- 32 162
Interest expense 705 -- -- 705
Depreciation 808 -- -- 808
General and administrative expense -- -- 234 234
Income from discontinued operations -- 50 -- 50
Segment profit (loss) 23 50 (202) (129)
Total assets 5,621 202 822 6,645
Capital expenditures for investment
properties 487 56 -- 543
</TABLE>
<TABLE>
<CAPTION>
1998 Residential Commercial Other Totals
(discontinued)
(in thousands)
<S> <C> <C> <C> <C>
Rental income $ 3,056 $ -- $ -- $ 3,056
Other income 142 -- 32 174
Interest expense 707 -- -- 707
Depreciation 770 -- -- 770
General and administrative expense -- -- 199 199
Income from discontinued operations -- 52 -- 52
Segment profit (loss) (16) 52 (167) (131)
Total assets 5,760 1,929 706 8,395
Capital expenditures for investment
properties 507 87 -- 594
</TABLE>
Revenues from one tenant of the Partnership's commercial segment represents more
than 10% of the Partnership's consolidated revenues.
1999 1998
Amount Percent Amount Percent
(in thousands) (in thousands)
Government Agency $773 17% $792 19%
<PAGE>
Note K - 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 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one 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 and the Insignia Merger (see
"Note B - Transfer of Control"). 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 own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, 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 class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the General Partner and its affiliates
terminated the proposed settlement. Certain plaintiffs have filed a motion to
disqualify some of the plaintiffs' counsel in the action. 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.
Note L - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a Partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the consolidated financial
statements of the Partnership. Taxable income or loss of the Partnership is
reported in the income tax returns of its partners.
The following is a reconciliation of reported net loss and Federal taxable
income (in thousands, except unit data):
For the Years Ended December 31,
1999 1998
Net loss as reported $(129) $(131)
Add (deduct)
Depreciation differences 138 149
Unearned income 3 (19)
Other 6 --
Accruals and prepaids 18 11
Federal taxable income $ 36 $ 10
Federal taxable income
per limited partnership unit $ .20 $ .06
The following is a reconciliation at December 31, 1999 between the Partnership's
reported amounts and Federal tax basis of net assets and liabilities (in
thousands):
Net liabilities as reported $(3,434)
Land and buildings 2,220
Accumulated depreciation 215
Syndication and distribution costs 4,935
Other (365)
Net assets - Federal tax basis $ 3,571
Note M - Change in Accounting Principle
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping on a prospective
basis. The Partnership believes that this accounting principle change is
preferable because it provides a better matching of expenses with the related
benefit of the expenditures and it is consistent with industry practice and the
policies of the General Partner. The effect of the change in 1999 was to
increase net income by approximately $55,000 ($0.31 per limited partnership
unit). The cumulative effect, had this change been applied to prior periods, is
not material. The accounting principle change will not have an effect on cash
flow, funds available for distribution or fees payable to the General Partner
and affiliates.
<PAGE>
Item 8. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosures
None.
<PAGE>
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 of the
Registrant is ConCap Equities Inc. ("CEI"). The names and ages of, as well as
the position and offices held by, the present executive officers and directors
of the General Partner are set forth below. There are no family relationships
between or among any officers or directors.
Name Age Position
Patrick J. Foye 42 Executive Vice President and Director
Martha L. Long 40 Senior Vice President and Controller
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.
Martha L. Long has been Senior Vice President and Controller of the General
Partner and AIMCO since October 1998, as a result of the acquisition of Insignia
Financial Group, Inc. From June 1994 until January 1997, she was the Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997, retaining that title until October 1998. From 1988 to June
1994, Ms. Long was Senior Vice President and Controller for The First Savings
Bank, FSB in Greenville, South Carolina.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Registrant under Rule 16a-3(e) during the Registrant's most recent fiscal
year and Form 5 and amendments thereto furnished to the Registrant with respect
to its most recent fiscal year, the Registrant is not aware of any director,
officer, beneficial owner of more than ten percent of the units of limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms, reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years except as follows:
AIMCO Properties, L.P. and its joint filers failed to timely file a Form 3 with
respect to its acquisition of Units and AIMCO and its joint filers failed to
timely file a Form 4 with respect to its acquisition of Units.
Item 10. Executive Compensation
None of the directors and officers of the General Partner received any
remuneration from the Registrant.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
Except as provided below, as of December 31, 1999, no person or entity was known
to CEI to own of record or beneficially more than five percent of the Units of
the Partnership.
Name and Address Number Percent
of Units of Total
Insignia Properties, LP
(an affiliate of AIMCO) 2,980.0 1.67%
Madison River Properties
(an affiliate of AIMCO) 43,795.8 24.39%
AIMCO Properties, LP
(an affiliate of AIMCO) 22,824.3 12.71%
Cooper River Properties
(an affiliate of AIMCO) 11,175.0 6.22%
Madison River Properties, Cooper River Properties LLC and Insignia Properties LP
are indirectly ultimately owned by AIMCO. Their business address is 55 Beattie
Place, Greenville, South Carolina 29602.
AIMCO Properties LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Boulevard, Denver, CO 80222.
No director or officer of the General Partner owns any Units.
<PAGE>
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, 1999 and 1998, 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 $169,000 and $162,000 for the years ended
December 31, 1999 and 1998, respectively. For the nine months ended September
30, 1998 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 for the nine months ended September 30, 1998.
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
$95,000 and $124,000 for the years ended December 31, 1999 and 1998,
respectively.
During the year ended December 31, 1998, the Partnership paid $6,000 to
affiliates of the General Partner for lease commissions on the Partnership's
commercial property. No such costs were paid to affiliates for the year ended
December 31, 1999.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these, and prior tender offers, AIMCO and its affiliates own 80,775.1 limited
partnership units in the Partnership representing approximately 44.99% of the
outstanding units. 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. Consequently, AIMCO is 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 it acquired in a manner favorable to the
interest of the General Partner because of their affiliation with the General
Partner.
<PAGE>
PART IV
Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Exhibits:
Exhibit 18, Independent Accountants' Preferability Letter for
Change in Accounting Principle, is filed as an exhibit to this
report.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed during the fourth quarter of calendar
year 1999:
None
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
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/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: March 29, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.
/s/Patrick J. Foye Executive Vice President Date: March 29, 2000
Patrick J. Foye and Director
/s/Martha L. Long Senior Vice President and Date: March 29, 2000
Martha L. Long and Controller
<PAGE>
CONSOLIDATED CAPITAL PROPERTIES V
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of October 1, 1999, 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).
10.10Construction 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).
10.11Construction 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).
10.12Construction 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).
10.13Investor 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).
10.14Assignment 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).
10.15Letter 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).
10.16Financial 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).
10.17Assignment 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).
10.18Letter 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).
10.19Stock 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).
10.20Exercise 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).
10.21Exercise 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).
10.22Promissory 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.
10.23Multifamily 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).
18 Independent Accountants' Preferability Letter for Change in Accounting
Principle.
27 Financial Data Schedule.
<PAGE>
Exhibit 18
February 7, 2000
Mr. Patrick J. Foye
Executive Vice President
ConCap Equities, Inc.
General Partner of Consolidated Capital Properties V
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
Dear Mr. Foye:
Note M of Notes to the Consolidated Financial Statements of Consolidated Capital
Properties V included in its Form 10-KSB for the year ended December 31, 1999
describes a change in the method of accounting to capitalize exterior painting
and major landscaping, which would have been expensed under the old policy. You
have advised us that you believe that the change is to a preferable method in
your circumstances because it provides a better matching of expenses with the
related benefit of the expenditures and is consistent with policies currently
being used by your industry and conforms to the policies of the General Partner.
There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting for exterior painting and major landscaping is to an acceptable
alternative method which, based on your business judgment to make this change
for the reasons cited above, is preferable in your circumstances.
Very truly yours,
/s/Ernst & Young LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Properties V 1999 Fourth Quarter 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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,660
<SECURITIES> 0
<RECEIVABLES> 331
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 15,267
<DEPRECIATION> 10,884
<TOTAL-ASSETS> 6,645
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 8,466
0
0
<COMMON> 0
<OTHER-SE> (3,434)
<TOTAL-LIABILITY-AND-EQUITY> 6,645
<SALES> 0
<TOTAL-REVENUES> 3,283
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 705
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 50
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (129)
<EPS-BASIC> (0.72)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
