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 March 31, 2001
[ ] 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 0-14099
CONSOLIDATED CAPITAL PROPERTIES VI
(Exact name of small business issuer as specified in its charter)
California 94-2940204
(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 preceding 12 months (or for such
shorter period that the Partnership 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 VI
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2001
Assets
Cash and cash equivalents $ 254
Receivables and deposits 16
Other assets 127
Investment property:
Land $ 916
Buildings and related personal property 9,778
10,694
Less accumulated depreciation (4,904) 5,790
$ 6,187
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 71
Tenant security deposit liabilities 77
Accrued property taxes 112
Other liabilities 101
Mortgage note payable 5,444
Partners' (Deficit) Capital
General partner $ (2)
Special limited partners (88)
Limited partners (181,300 units issued and
outstanding) 472 382
$ 6,187
See Accompanying Notes to Consolidated Financial Statements
b)
CONSOLIDATED CAPITAL PROPERTIES VI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
2001 2000
Revenues:
Rental income $ 391 $ 427
Other income 50 43
Total revenues 441 470
Expenses:
Operating 188 188
General and administrative 95 36
Depreciation 108 109
Interest 108 145
Property taxes 27 41
Total expenses 526 519
Net loss $ (85) $ (49)
Net loss allocated to general partner (0.2%) $ -- $ --
Net loss allocated to limited partners (99.8%) (85) (49)
$ (85) $ (49)
Net loss per limited partnership unit $(0.47) $(0.27)
Distribution per limited partnership unit $ 2.94 $ --
See Accompanying Notes to Consolidated Financial Statements
c)
CONSOLIDATED CAPITAL PROPERTIES VI
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited Special
Partnership General Limited Limited
Units Partner Partners Partners Total
Original capital contributions 181,808 $ 1 $ -- $45,452 $45,453
Partners' (deficit) capital
at December 31, 2000 181,300 $ (1) $ (70) $ 1,072 $ 1,001
Amortization of timing
difference -- -- 2 (2) --
Distributions to partners -- (1) (20) (513) (534)
Net loss for the three
months ended March 31, 2001 -- -- -- (85) (85)
Partners' (deficit) capital
at March 31, 2001 181,300 $ (2) $ (88) $ 472 $ 382
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL PROPERTIES VI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2001 2000
Cash flows from operating activities:
Net loss $ (85) $ (49)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation 108 109
Amortization of loan costs 2 3
Change in accounts:
Receivables and deposits 5 33
Other assets 2 15
Accounts payable 19 (27)
Tenant security deposit liabilities (5) 4
Accrued property taxes (36) (22)
Other liabilities 35 (128)
Net cash provided by (used in) operating
activities 45 (62)
Cash flows used in investing activities:
Property improvements and replacements (35) (31)
Cash flows from financing activities:
Payments on mortgage note payable (32) (31)
Loan costs paid -- (21)
Distributions paid to partners (534) (2,297)
Net cash used in financing activities (566) (2,349)
Net decrease in cash and cash equivalents (556) (2,442)
Cash and cash equivalents at beginning of period 810 3,032
Cash and cash equivalents at end of period $ 254 $ 590
Supplemental disclosure of cash flow information:
Cash paid for interest $ 71 $ 142
See Accompanying Notes to Consolidated Financial Statements
e)
CONSOLIDATED CAPITAL PROPERTIES VI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Consolidated
Capital Properties VI (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of ConCap Equities, Inc. ("CEI" or the
"General Partner"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended March 31, 2001, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Partnership's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2000. The General Partner is
a subsidiary of Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust.
Principles of Consolidation
The Partnership's financial statements include the accounts of Colony of
Springdale Associates, Ltd. ("Colony Associates"), which holds fee title to the
Colony of Springdale Apartments. The results of its operations are included in
the Partnership's consolidated financial statements. All interentity
transactions between the Partnership and Colony Associates have been eliminated.
Note B - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
the reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following expenses were paid or accrued to an affiliate of the
General Partner during the three months ended March 31, 2001 and 2000:
2001 2000
(in thousands)
Property management fees (included in operating expenses) $ 23 $ 21
Reimbursement for services of affiliates (included in
investment property and general and administrative
expenses) 30 18
Partnership management fees (included in general and
administrative expenses) 46 --
During the three months ended March 31, 2001 and 2000, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
property as compensation for providing property management services. The
Partnership paid to such affiliates approximately $23,000 and $21,000 for each
of the three months ended March 31, 2001 and 2000, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $30,000 and $18,000 for the
three months ended March 31, 2001 and 2000, respectively.
The Partnership Agreement also provides for a special management fee equal to 9%
of the total distributions made from operations to the Limited Partners to be
paid to the General Partner for executive and administrative management
services. The General Partner received approximately $46,000 in March 2001,
resulting from a distribution declared and paid during the three months ended
March 31,2001. The General Partner received approximately $102,000 in January
2000, resulting from the distribution declared in December 1999. No such fee was
earned in 2000.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 88,125 limited partnership
units in the Partnership representing 48.61% 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 either through private purchases or tender offers. 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 48.61% 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 its affiliation with the General Partner.
Note C - Change in Status of Non-Corporate General Partner
During 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 II ("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 retained the economic interest in the Partnership which they
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 its tax basis negative capital account.
After the conversion, the various 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 differences between the Special
Limited Partners' capital accounts for financial statement and tax reporting
purposes are being amortized to the Limited Partners' capital accounts as the
components of the timing differences which created the balance reverse.
Note D - Distributions
During the three months ended March 31, 2001, a distribution of approximately
$534,000 to the partners (approximately $533,000 to the limited partners or
$2.94 per limited partnership unit) consisting of funds from operations was
declared and paid. A distribution of approximately $2,297,000 (approximately
$2,250,000 to the limited partners or $12.41 per limited partnership unit) was
accrued during December 1999 and paid in January 2000. This distribution
consisted of cash from operations of approximately $1,175,000 (approximately
$1,128,000 to the limited partners or $6.22 per limited partnership unit) and
refinancing proceeds of approximately $1,122,000 to the limited partners ($6.19
per limited partnership unit). No distributions were declared or paid during the
first quarter of 2000.
Note E - Segment Reporting
Statement of Financial Accounting Standards ("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. As defined in SFAS No. 131, the
Partnership has only one reportable segment. The General Partner believes that
segment-based disclosures will not result in a more meaningful presentation than
the consolidated financial statements as currently presented.
Note F - 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, among other things, the acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc. ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited partnership units; management of
the 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 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 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 and an appeal was taken from the order on October 5, 2000. On
December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann &
Bernstein LLP as new lead counsel for plaintiffs and the putative class.
Plaintiffs filed a third amended complaint on January 19, 2001. On March 2,
2001, the General Partner and its affiliates filed a demurrer to the third
amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The
Court has also scheduled a hearing on a motion for class certification for
August 27, 2001. Plaintiffs must file their motion for class certification no
later than June 15, 2001. 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 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 Partnership from time to time.
The discussion of the Partnership'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 Partnership'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.
The Partnership's investment property consists of one apartment complex, Colony
of Springdale Apartments, located in Springdale, Ohio. The average occupancy for
the three month periods ended March 31, 2001 and 2000, was 89% and 92%,
respectively. The decrease in occupancy at The Colony of Springdale Apartments
is due to increased competition and changing economic conditions in its
respective local market.
Results of Operations
The Partnership realized a net loss of approximately $85,000 for the three
months ended March 31, 2001 as compared to net loss of approximately $49,000 for
the three months ended March 31, 2000. The increase in net loss is primarily due
to a decrease in total revenues combined with an increase in total expenses. The
decrease in total revenues resulted from a decrease in rental income partially
offset by an increase in other income. Rental income decreased as a result of a
decrease in occupancy at the Colony of Springdale. Other income increased as a
result of increased late charges collected. Total expenses increased due to an
increase in general and administrative expense, partially offset by a decrease
in property tax expenses and interest expense. The increase in general and
administrative expenses is due to the special management fee of 9% on
distributions from operations earned during the three months ended March 31,
2001. No such fee was earned during the three months ended March 31, 2000.
General and administrative expense also increased due to an increase in the cost
of services included in the management reimbursements to the General Partner as
allowed under the Partnership Agreement. Also included in general and
administrative expenses at both March 31, 2001 and 2000, are costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement. The
decrease in property tax expense is due to the timing of the receipt of the tax
bills which affected the recording of the associated accrual at both March 31,
2001 and 2000. Interest expense decreased due to additional interest being paid
during the three months ended March 31, 2000, related to the refinance of the
Partnership's property during the fourth quarter of 1999.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property 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 March 31, 2001, the Partnership had cash and cash equivalents of
approximately $254,000 as compared to approximately $590,000 at March 31, 2000.
For the three months ended March 31, 2001, cash and cash equivalents decreased
by approximately $556,000 from the Partnership's year ended December 31, 2000.
The decrease in cash and cash equivalents is due to approximately $566,000 of
cash used in financing activities and approximately $35,000 of cash used in
investing activities partially offset by approximately $45,000 of cash provided
by operating activities. Cash used in financing activities consisted of
distributions to the partners and principal payments made on the mortgage
encumbering the Partnership's property. Cash used in investing activities
consisted of property improvements and replacements. The Partnership invests its
working capital reserves in interest bearing 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 property 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. Capital improvements planned for
the Partnership's property are discussed below.
During the three month period ended March 31, 2001, the Partnership completed
approximately $35,000 of capital improvements at the property. These
improvements consisted primarily of floor covering replacements and countertop
replacements. These improvements were funded from operating cash flow.
Approximately $72,000 has been budgeted for capital improvements at Colony of
Springdale for the year 2001 consisting primarily of floor coverings and
countertops replacements. 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. The capital expenditures
will be incurred only if cash is available from operations or from Partnership
reserves. To the extent that such budgeted capital improvements are completed,
the Registrant's distributable cash flow, if any, may be adversely affected at
least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $5,444,000 is amortized over 240 months and
matures December 1, 2019. The General Partner will attempt to refinance and/or
sell the property prior to the maturity date. If the property cannot be sold or
refinanced for a sufficient amount, the Partnership risks losing the property
through foreclosure.
During the three months ended March 31, 2001, a distribution of approximately
$534,000 to the partners (approximately $533,000 to the limited partners or
$2.94 per limited partnership unit) consisting of funds from operations was
declared and paid. A distribution of approximately $2,297,000 (approximately
$2,250,000 to the limited partners or $12.41 per limited partnership unit) was
accrued during December 1999 and paid in January 2000. This distribution
consisted of cash from operations of approximately $1,175,000 (approximately
$1,128,000 to the limited partners or $6.22 per limited partnership unit) and
refinancing proceeds of approximately $1,122,000 to the limited partners ($6.19
per limited partnership unit). No distributions were declared or paid during the
first quarter of 2000. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of cash reserves and the
timing of the debt maturity, refinancing and/or property sale. The Registrant's
distribution policy is reviewed on a quarterly basis. There can be no assurance
that the Partnership will generate sufficient funds from operations, after
required capital expenditures, to permit additional distributions to its
partners during the remainder of 2001 or subsequent periods.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 88,125 limited partnership
units in the Partnership representing 48.61% 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 either through private purchases or tender offers. 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 48.61% 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 its affiliation with the General Partner.
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, among other things, the acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc. ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited partnership units; management of
the 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 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 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 and an appeal was taken from the order on October 5, 2000. On
December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann &
Bernstein LLP as new lead counsel for plaintiffs and the putative class.
Plaintiffs filed a third amended complaint on January 19, 2001. On March 2,
2001, the General Partner and its affiliates filed a demurrer to the third
amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The
Court has also scheduled a hearing on a motion for class certification for
August 27, 2001. Plaintiffs must file their motion for class certification no
later than June 15, 2001. The General Partner does not anticipate that costs
associated with this case will be material to the Partnership's overall
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
None.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2001.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSOLIDATED CAPITAL PROPERTIES VI
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: