EXHIBIT 99.1
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
June 30, 1999 and 1998
EXHIBIT 99.1 (Continued)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1999 1998
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 3,156 $ 1,992
Receivables and deposits (net of allowance
for doubtful accounts of $96) 1,490 1,282
Restricted escrows 819 759
Other assets 1,408 1,262
Investment properties:
Land 9,237 9,237
Building and related personal property 96,406 95,236
105,643 104,473
Less accumulated depreciation (79,879) (77,251)
25,764 27,222
$ 32,637 $ 32,517
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 568 $ 353
Tenant security deposit liabilities 612 573
Accrued property taxes 557 245
Other liabilities 575 590
Note payable - affiliate 650 --
Mortgage notes 22,709 22,855
Master loan and interest payable 337,672 318,688
363,343 343,304
Partners' Deficit
General partner (3,294) (3,108)
Limited partners (327,412) (307,679)
(330,706) (310,787)
$ 32,637 $ 32,517
Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date, but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
b)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 4,932 $ 4,934 $ 9,879 $ 9,852
Other income 320 370 722 759
Gain on sale of property -- 523 -- 523
Total revenues 5,252 5,827 10,601 11,134
Expenses:
Operating 2,272 2,516 4,584 4,901
General and administrative 150 155 288 322
Depreciation 1,333 1,309 2,628 2,638
Property taxes 362 314 676 644
Interest 10,484 9,564 20,994 19,166
Total expenses 14,601 13,858 29,170 27,671
Net loss $ (9,349) $ (8,031) $(18,569) $(16,537)
Net loss allocated
to general partner (1%) $ (93) $ (80) $ (186) $ (165)
Net loss allocated
to limited partners (99%) (9,256) (7,951) (18,383) (16,372)
$ (9,349) $ (8,031) $(18,569) $(16,537)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
c)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands)
For the Six Months Ended June 30, 1999 and 1998
General Limited
Partners Partners Total
Partners' deficit at
December 31, 1997 $ (2,775) $(274,719) $(277,494)
Distributions -- (27) (27)
Net loss for the six months
ended June 30, 1998 (165) (16,372) (16,537)
Partners' deficit at June 30, 1998 $ (2,940) $(291,118) $(294,058)
Partners' deficit at
December 31, 1998 $ (3,108) $(307,679) $(310,787)
Return of capital -- (1,350) (1,350)
Net loss for the six months
ended June 30, 1999 (186) (18,383) (18,569)
Partners' deficit at
June 30, 1999 $ (3,294) $(327,412) $(330,706)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
d)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net loss $(18,569) $(16,537)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 2,736 2,752
Gain on sale of property -- (523)
Loss on disposal of property -- 28
Change in accounts:
Receivables and deposits (208) (270)
Other assets (116) 34
Accounts payable 215 (48)
Tenant security deposit liabilities 39 (22)
Accrued property taxes 312 458
Other liabilities (15) (74)
Accrued interest on Master Loan 19,108 16,081
Net cash provided by operating activities 3,502 1,879
Cash flows from investing activities:
Property improvements and replacements (1,170) (850)
Lease commissions paid (138) (54)
Net (deposits to) receipts from restricted escrows (60) 209
Proceeds from sale of investment property -- 2,179
Net cash (used in) provided by investing
activities (1,368) 1,484
Cash flows from financing activities:
Principal payments on Master Loan (124) (2,481)
Principal payments on notes payable (146) (137)
Distributions to partners -- (27)
Return of capital (1,350) --
Proceeds from note payable to affiliate 650 --
Net cash used in financing activities (970) (2,645)
Net increase in cash and cash equivalents 1,164 718
Cash and cash equivalents at beginning of period 1,992 1,439
Cash and cash equivalents at end of period $ 3,156 $ 2,157
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,845 $ 3,046
See Accompanying Notes to Consolidated Financial Statements
e)
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Consolidated
Capital Equity Partners, L.P. ("CCEP") have been prepared in accordance with
generally accepted accounting principles for interim financial information.
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 Holdings, Inc. (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 1999, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998.
Certain classifications have been made to the 1998 information to conform to the
1999 presentation.
Consolidation
As of December 31, 1998, CCEP owned a 75% interest in a limited partnership
("Western Can, Ltd.") which owns 444 De Haro, an office building in San
Francisco, California. No minority interest liability was reflected, as of
December 31, 1998, for the 25% minority interest because Western Can, Ltd. has a
net capital deficit and no minority liability existed with respect to CCEP. In
May 1999 a limited partner in Western Can, Ltd. withdrew in connection with a
settlement with CCEP pursuant to which the partner was paid $1,350,000. This
settlement effectively terminated Western Can Ltd. as CCEP became the sole
limited partner. Accordingly as of May 1999 CCEP completely owns 444 DeHaro.
CCEP's investment in Western Can, Ltd. is consolidated in CCEP's financial
statements.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE C - RELATED PARTY TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates for
services. The following payments were made to the General Partner and
affiliates during the six months ended June 30, 1999 and 1998:
1999 1998
Property management fees (included in
operating expenses) $ 484 $ 536
Investment advisory fees (included in 90 87
general and administrative expense)
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses and
investment properties) 173 197
Note payable to affiliate 650 --
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Partnership's residential properties for providing property management services.
The Partnership paid to such affiliates approximately $484,000 and $468,000 for
the six months ended June 30, 1999 and 1998, respectively. For the six months
ended June 30, 1998, affiliates of the General Partner were entitled to receive
varying percentages of gross receipts from all the Partnership's two commercial
properties for providing property management services. The Partnership paid to
such affiliates approximately $68,000 for the six months ended June 30, 1998.
Effective October 1, 1998 (the effective date of the Insignia Merger), these
services for the commercial properties were provided by an unrelated party.
The Partnership is also subject to an Investment Advisory Agreement between the
Partnership and an affiliate of the General Partner. This agreement provides
for an annual fee, payable in monthly installments, to an affiliate of the
General Partner for advising and consulting services for CCEP's properties. The
Partnership paid to such affiliates approximately $90,000 and $87,000 for the
six months ended June 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $173,000 and $197,000 for the
six months ended June 30, 1999 and 1998, respectively. Included in these costs
for the six months ended June 30, 1999 and 1998 is approximately $11,000 and
$24,000, respectively, in reimbursements for construction oversight costs and
approximately $16,000 in lease commissions for the six months ended June 30,
1998. There were no lease commissions paid for the six months ended June 30,
1999.
In May 1999, an affiliate of the General Partner loaned the Partnership
$650,000 in order to facilitate the settlement with the 25% limited partner
in Western Can, Ltd. (see "Note A"). In connection with this settlement, the
limited partner in Western Can, Ltd. withdrew from the partnership and, as a
result effectively terminated Western Can, Ltd. as the Partnership became the
sole limited partner. The note payable to the affiliate of the General Partner
is expected to be repaid before the 1999 fiscal year end.
In addition to the compensation and reimbursements described above, interest
payments are made to and loan advances are received from Consolidated Capital
Institutional Properties ("CCIP") pursuant to the Master Loan Agreement (the
"Master Loan"), which is described more fully in the 1998 annual report. Such
interest payments totaled approximately $1,053,000 and $3,184,000 for the six
months ended June 30, 1999 and 1998, respectively. There were no advances
during the six months ended June 30, 1999 or 1998. During the six months ended
June 30, 1999 CCEP paid approximately $124,000 to CCIP as principal payments on
the Master Loan. This amount was from cash received on certain investments by
CCEP, which are required to be transferred to CCIP as per the Master Loan
Agreement.
During the six months ended June 30, 1998, CCEP paid approximately $2,481,000 to
CCIP as principal payments on the Master Loan. Cash received on certain
investments by CCEP, which are required to be transferred to CCIP per the Master
Loan Agreement, accounted for approximately $79,000. Approximately $296,000 was
due to excess cash flow payments paid to CCIP as stipulated by the Master Loan
Agreement. Approximately $2,106,000 was due to receipt of sales proceeds from
Northlake Quadrangle.
On June 18, 1999, AIMCO Properties, L.P., an affiliate of the General Partner
commenced a tender offer to purchase all of the total outstanding limited
partnership interests in the Partnership for a purchase price of $300 per 1%
limited partnership interest. The offer expired on July 30, 1999. It is
possible that AIMCO or its affiliate 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.
NOTE D - MASTER LOAN AND ACCRUED INTEREST PAYABLE
The Master Loan principal and accrued interest payable balances at June 30, 1999
and December 31, 1998, are approximately $337,672,000 and $318,688,000,
respectively.
Terms of Master Loan Agreement
Under the terms of the Master Loan, interest accrues at a fluctuating rate per
annum adjusted annually on July 15 by the percentage change in the U.S.
Department of Commerce Implicit Price Deflator for the Gross National Product
subject to an interest rate ceiling of 12.5%. The interest rates for each of
the six month periods ended June 30, 1999 and 1998, were 12.5%. Payments are
currently payable quarterly in an amount equal to "Excess Cash Flow", generally
defined in the Master Loan as net cash flow from operations after third-party
debt service and capital expenditures. Any unpaid interest is added to
principal, compounded annually, and is payable at the loan's maturity. Any net
proceeds from the sale or refinancing of any of CCEP's properties are paid to
CCIP under the terms of the Master Loan Agreement. The Master Loan Agreement
matures in November 2000.
During the six months ended June 30, 1999, CCEP paid approximately $124,000 to
CCIP as principal payments on the Master Loan. This amount was from cash
received on certain investments by CCEP, which are required to be transferred to
CCIP per the Master Loan Agreement. There were no advances on the Master Loan
for the six months ended June 30, 1999 or 1998.
CCEP's commercial property, 444 Deharo, is under contract for sale. The sale,
which is subject to the purchaser's due diligence and other customary
conditions, is expected to close during the third quarter of 1999. However,
there can be no assurance that the sale will be consummated.
NOTE E - GAIN ON SALE OF PROPERTY
On April 16, 1998, CCEP sold Northlake Quadrangle to an unrelated third party
for a contract price of $2,325,000. The Partnership received net proceeds of
approximately $2,106,000 after payment of closing costs. The proceeds were
remitted to CCIP to pay down the Master Loan, as required by the Master Loan
Agreement.
NOTE F - YEAR 2000 COMPLIANCE
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
NOTE G - LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and AIMCO. The complaint seeks monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs filed an amended
complaint. The General Partner has filed demurrers to the amended complaint
which were heard during February 1999. No ruling on such demurrers has been
received. The General Partner does not anticipate that costs associated with
this case, if any, 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.