FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
(Amended by Exch. Act Rel. No. 312905, eff. 4/26/93.)
Commission file number 0-10831
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Exact name of registrant as specified in its charter)
California 94-2744492
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
Registrant's telephone number (864) 239-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
September 30, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 13,761 $ 8,691
Receivables and deposits 912 984
Restricted escrows 1,926 66
Other assets 1,185 383
Interest receivable on Master Loan 1,542 604
Investment in Master Loan 88,784 91,265
Less: allowance for impairment loss (17,417) (40,686)
71,367 50,579
Investment properties:
Land 3,564 3,620
Building and related personal property 34,306 31,715
37,870 35,335
Less accumulated depreciation (6,706) (5,014)
31,164 30,321
$121,857 $ 91,628
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 136 $ 164
Tenant security deposit liabilities 483 356
Accrued property taxes 46 --
Other liabilities 432 504
Mortgage note payable 27,409 4,448
28,506 5,472
Partners' (Deficit) Capital
General Partner (92) (364)
Limited Partners (199,052 units issued and
outstanding at September 30, 1998, and
December 31, 1997) 93,443 86,520
93,351 86,156
$121,857 $ 91,628
Note: The balance sheet at December 31, 1997, 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
b)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 2,300 $ 2,060 $ 6,841 $ 5,767
Interest income on investment
in Master Loan to affiliate 1,543 644 4,727 2,064
Reduction of provision for
impairment loss -- -- 23,269 --
Interest income 153 99 308 330
Other income 164 157 476 448
Total revenues 4,160 2,960 35,621 8,609
Expenses:
Operating 1,106 1,198 3,730 3,768
Depreciation 598 475 1,700 1,329
General and administrative 142 92 449 306
Property taxes 146 138 483 418
Interest 106 81 266 244
Total expenses 2,098 1,984 6,628 6,065
Net income $ 2,062 $ 976 $28,993 $ 2,544
Net income allocated
to general partner (1%) $ 21 $ 9 $ 290 25
Net income allocated
to limited partners (99%) 2,041 967 28,703 2,519
$ 2,062 $ 976 $28,993 $ 2,544
Net income per Limited
Partnership Unit $ 10.26 $ 4.85 $144.20 $ 12.65
Operating distribution per
limited partnership $ -- $ -- $ 8.94 $ 9.94
Surplus distribution per
limited partnership unit $100.48 $ -- $100.48 $ --
Distributions per limited
partnership unit $100.48 $ -- $109.42 $ 9.94
See Accompanying Notes to Consolidated Financial Statements
c)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 200,342 $ 1 $200,342 $200,343
Partners' (deficit) capital at
December 31, 1996 199,052 $ (380) $ 84,968 $ 84,588
Distributions -- (20) (1,979) (1,999)
Net income for the nine months
ended September 30, 1997 -- 25 2,519 2,544
Partners' (deficit) capital at
September 30, 1997 199,052 $ (375) $ 85,508 $ 85,133
Partners' (deficit) capital at
December 31, 1997 199,052 $ (364) $ 86,520 $ 86,156
Distributions -- (18) (21,780) (21,798)
Net income for the nine months
ended September 30, 1998 -- 290 28,703 28,993
Partners' (deficit) capital at
September 30, 1998 199,052 $ (92) $93,443 $93,351
See Accompanying Notes to Consolidated Financial Statements
d)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 28,993 $ 2,544
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,747 1,349
Casualty loss 14 --
Gain on sale of land (19) --
Reduction of provision for impairment loss (23,269) --
Change in accounts:
Receivables and deposits 72 134
Other assets (311) (175)
Interest receivable on Master Loan (938) (644)
Accounts payable (28) (1,234)
Tenant security deposit liabilities 127 30
Accrued property taxes 46 47
Other liabilities (72) 113
Net cash provided by
operating activities 6,362 2,164
Cash flows from investing activities:
Net deposits to restricted escrows (1,860) (2)
Property improvements and replacements (2,613) (6,122)
Lease commissions paid (259) (165)
Proceeds from sale of securities available
for sale -- 3
Proceeds from sale of land 75 --
Principal receipts on Master Loan 2,481 2,031
Net cash used in (2,176) (4,255)
investing activities
Cash flows from financing activities:
Distributions to partners (21,798) (1,999)
Proceeds from mortgage note payable 23,000 --
Loan costs paid (279) --
Payments on notes payable (39) (37)
Net cash provided by (used in)
financing activities 884 (2,036)
Net increase (decrease) in cash and cash equivalents 5,070 (4,127)
Cash and cash equivalents at beginning of period 8,691 12,348
Cash and cash equivalents at end of period $ 13,761 $ 8,221
Supplemental disclosure of cash flow information:
Cash paid for interest $ 257 $ 234
See Accompanying Notes to Consolidated Financial Statements
e)
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Consolidated
Capital Institutional Properties (the "Partnership") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. 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. (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
nine month periods ended September 30, 1998, are not necessarily indicative of
the results that may be expected for the fiscal year ending December 31, 1998.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the annual report on Form 10-K for the year ended
December 31, 1997 for the Partnership.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
PRINCIPLES OF CONSOLIDATION
The Partnership's financial statements include the accounts of Kennedy Boulevard
Associates, I, L.P., a Pennsylvania limited partnership ("KBA-I, L.P.") which is
99% owned by the Partnership, Kennedy Boulevard Associates II, L.P. a
Pennsylvania limited partnership ("KBA-II, L.P."), Kennedy Boulevard Associates
III, L.P. a Pennsylvania limited partnership ("KBA-III, L.P."), Kennedy
Boulevard Associates IV, L.P. a Pennsylvania limited partnership ("KBA-IV,
L.P.") and Kennedy Boulevard GP I, a Pennsylvania partnership. The general
partners of each of the affiliated limited and general partnerships are limited
liability corporations of which the Partnership is the sole member. The limited
partners of each of the affiliated limited and general partnerships are either
the Partnership or a limited liability corporation of which the Partnership is
the sole member. Therefore, the Partnership controls the affiliated limited and
general partnerships and consolidation is appropriate. KBA-I, L.P. holds title
to The Sterling Apartment Home and Commerce Center ("Sterling"). All
intercompany transactions 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 paid property management fees to affiliates of the General
Partner based upon collected gross rental revenues for property management
services as noted below for the nine month periods ended September 30, 1998 and
1997. The Partnership Agreement ("Agreement") also provides for reimbursement to
the General Partner and its affiliates for costs incurred in connection with the
administration of Partnership activities. The General Partner and its affiliates
received reimbursements as reflected in the following table:
Nine Months Ended
September 30,
1998 1997
(in thousands)
Property management fees (included in operating expenses) $362 $312
Reimbursement for services of affiliates
(included in operating, general and administrative
expenses, other assets and investment properties) (1) 337 476
(1) Included in "Reimbursement for services of affiliates" for the nine months
ended September 30, 1998 and 1997 is approximately $33,000 and $152,000,
respectively, in reimbursements for construction oversight costs. In
addition, approximately $66,000 and $164,000 of lease commissions are
included for the nine months ended September 30, 1998 and 1997
respectively. As well, approximately $35,000 in loan financing costs are
included for the nine months ended September 30, 1998.
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The agent assumed the financial
obligations to the affiliate of the General Partner which receives payments on
these obligations from the agent. The amount of the Partnership's insurance
premiums accruing to the benefit of the affiliate of the General Partner by
virtue of the agent's obligations is not significant.
On July 30, 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 50,000 of the outstanding units of
limited partnership interest in the Partnership, at $415 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 30, 1998 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on July 30, 1998. Because of the
existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the General Partner expressed
any opinion as to the Offer to Purchase and made no recommendation as to whether
unit holders should tender their units in response to the Offer to Purchase. In
addition, because of these conflicts of interest, as a result of the Purchaser's
affiliation with various providers of property management services to the
Partnership's properties, the manner in which the Purchaser votes its limited
partner interests in the Partnership may not always be consistent with the best
interests of the other limited partners. The expiration date of this tender
offer has been extended to November 16, 1998.
On October 30, 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 45,000 of the outstanding units of
limited partnership interest in the Partnership, at $400 per Unit, net to the
seller in cash. During December 1997 the Purchaser acquired 27,330 units
related to this tender offer. In February 1998 the Purchaser acquired an
additional 1570.5 units as a result of this tender offer.
NOTE C - NET INVESTMENT IN MASTER LOAN
The Partnership was formed for the benefit of its limited partners to lend funds
to Consolidated Capital Equity Partners ("CCEP"), a California general
partnership. The Partnership loaned funds to CCEP subject to a nonrecourse note
with a participation interest (the "Master Loan"). At September 30, 1998, the
recorded investment in the Master Loan was considered to be impaired under
Statement of Financial Accounting Standard No. 114 ("SFAS 114"), Accounting by
Creditors for Impairment of a Loan. The Partnership measures the impairment of
the loan based upon the fair value of the collateral due to the fact that
repayment of the loan is expected to be provided solely by the collateral. For
the nine months ended September 30, 1998, the Partnership recorded approximately
$23,269,000 in income based upon an increase in the fair value of the
collateral. For the nine months ended September 30, 1998 and 1997, the
Partnership recorded approximately $4,727,000 and $2,064,000, respectively, of
interest income based upon cash generated as a result of improved operations at
the properties which secure the loan.
The fair value of the collateral properties was determined using the net
operating income of the collateral properties capitalized at a rate deemed
reasonable for the type of property adjusted for market conditions, the physical
condition of the property and other factors. This methodology has not changed
from that used in prior calculations performed by the General Partner in
determining the fair value of the collateral properties. The approximate
$23,269,000 reduction in the provision for impairment loss that was recognized
during the three months ended June 30, 1998 is attributed to an increase in the
net realizable value of the collateral properties. The General Partner evaluates
the net realizable value on a semi-annual basis. The General Partner has seen a
consistent increase in the net realizable value of the collateral properties,
taken as a whole, over the past two years. The increase is deemed to be
attributable to major capital improvement projects and the strong effort to
complete deferred maintenance items that have been ongoing over the past few
years at the various properties. This has enabled the properties to increase
their respective occupancy levels or in some cases to maintain the properties'
high occupancy levels. The vast majority of this work was funded by cash flow
from the collateral properties themselves as no amounts have been borrowed on
the master loan or from other sources in the past few years.
Based upon the consistent increase in net realizable value of the collateral
properties the General Partner determined the increase to be permanent in nature
and accordingly reduced the allowance for impairment loss on the master loan
during the nine months ended September 30, 1998.
Interest, calculated on the accrual basis, due to the Partnership pursuant to
the terms of the Master Loan Agreement, but not recognized in the income
statements due to the impairment of the loan, totaled approximately $27,356,000
and $23,200,000 for the nine months ended September 30, 1998 and 1997,
respectively. Interest income is recognized on the cash basis as allowed under
SFAS 114. At September 30, 1998, and December 31, 1997, such cumulative
unrecognized interest totaling approximately $220,429,000 and $197,800,000 was
not included in the balance of the investment in Master Loan. In addition, six
of the properties are collateralized by first mortgages totaling approximately
$22,926,000 which are superior to the Master Loan. Accordingly this fact has
been taken into consideration in determining the fair value of the Master Loan.
During the nine months ended September 30, 1998, the Partnership made no
advances to CCEP as an advance on the Master Loan.
During the nine months ended September 30, 1998, the Partnership received
approximately $2,481,000 as principal payments on the Master Loan. Cash
received on certain investments by CCEP, which are required to be transferred to
the Partnership per the Master Loan Agreement, accounted for approximately
$79,000. Approximately $296,000 received was due to an "Excess Cash Flow"
payment received from CCEP as stipulated by the Master Loan Agreement.
Approximately $2,106,000 received was due to the sale of Northlake Quadrangle.
Such proceeds are required to be transferred to the Partnership per the Master
Loan Agreement. Approximately $3,789,000 of interest payments were also made
during the nine months ended September 30, 1998.
NOTE D - COMMITMENT
The Partnership is required by the Agreement to maintain working capital
reserves for contingencies of not less than 5% of Net Invested Capital, as
defined in the Agreement. In the event expenditures are made from this reserve,
operating revenue shall be allocated to such reserves to the extent necessary to
maintain the foregoing level. Reserves, including cash and cash equivalents and
tenant security deposits, totaling approximately $14,244,000, were greater than
the reserve requirement of approximately $6,261,000 at September 30, 1998.
NOTE E - SALE OF LAND
In July 1998, the Partnership sold approximately 55,000 square feet of land
(5.33% of the total land) at The Loft Apartments. The land was situated to the
side of the property. This resulted in a net gain of approximately $19,000 on
the sale.
NOTE F - FINANCING
In September 1998, the Partnership obtained financing for The Sterling Apartment
Homes and Commerce Center. The new indebtedness in the amount of $23,000,000
carries a stated interest rate of 6.77% per annum and is being amortized over 30
years with a balloon payment due October 1, 2008. Monthly payments of principal
and interest in the amount of $149,483 commence November 1, 1998.
Total loan costs of $279,000 relating to the new financing have been capitalized
and are being amortized over the term of the loan.
As a condition to the loan, the Partnership is required to make monthly deposits
of $17,490 into a Replacement Reserve Fund for the term of the loan to pay the
costs of replacements, tenant improvements and leasing commissions. The
Partnership was also required to deposit a sum of $1,796,743 into a Repair
Escrow Fund to pay for certain costs of repairs to the property to be completed
within the next two years.
NOTE G - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of Insignia Properties
Trust ("IPT"), the sole shareholder of the General Partner. Also, effective
October 1, 1998 IPT and AIMCO entered into an Agreement and plan of Merger
pursuant to which IPT is to be merged with and into AIMCO or a subsidiary of
AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the holders
of a majority of the outstanding IPT Shares. AIMCO has agreed to vote all of
the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the
IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger.
As a result of AIMCO's ownership and its agreement, the vote of no other
holder of IPT is required to approve the merger. The General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Partnership's investment properties consist of two properties, The Loft and
The Sterling Apartment Homes and Commerce Center ("The Sterling"). The
Sterling is a multiple-use facility which consists of an apartment complex and
commercial space. The following table sets forth the average occupancies of the
properties for the nine months ended September 30, 1998 and 1997:
Average Occupancy
Property 1998 1997
The Loft Apartments 91% 95%
Raleigh, North Carolina
The Sterling Apartment Homes 91% 85%
The Sterling Commerce Center 82% 69%
Philadelphia, Pennsylvania
The General Partner attributes the increase in occupancy at The Sterling
Apartment Homes to recent renovations completed over the past year and to
changes in demographics. The increase in occupancy at The Sterling Commerce
Center is attributable to recent major capital improvements including exterior
renovations, elevator rehabilitation, and common area renovations. The decrease
in occupancy at The Loft Apartments is due to a declining market and increased
competition in the area.
Results of Operations
The Partnership's net income for the three and nine months ended September 30,
1998, was approximately $2,062,000 and $28,993,000, respectively, compared to
net income of approximately $976,000 and $2,544,000 for the corresponding
periods ended September 30, 1997. The increase in net income is due to an
increase in revenues, partially offset by an increase in expenses. Revenues
increased due to increases in rental income and interest income recorded on the
investment in Master Loan to affiliate and the reduction of provision for
impairment loss. Rental income increased due to an increase in occupancy at The
Sterling despite a decrease in occupancy at The Loft Apartments, as discussed
above. As discussed in "Item 1 - Financial Statements, Note C - Net Investment
in Master Loan", the Partnership recorded interest income of approximately
$4,727,000 and $2,064,000 for the nine months ended September 30, 1998 and 1997,
respectively, and recorded a reduction of allowance for impairment loss of
approximately $23,269,000 for the nine months ended September 30, 1998. The
increase in income recognized is due to an increase in the fair value of the
underlying collateral properties as a result of capital improvements and repairs
performed over the last few years, changing market conditions and due to
improved operations at such properties. Contributing to the increase in expenses
was an increase in depreciation expense, general and administrative expense,
property tax expense and interest expense. The increase in depreciation is due
to the major capital improvements and renovations to The Sterling over the past
year. The increase in general and administrative expense is due to an increase
in expense reimbursements and professional fees. Property tax expense increased
at The Sterling for the nine months ended September 30, 1998, compared to the
nine months ended September 30, 1997, due to a reassessment of the property.
Interest expense increased due to the financing of The Sterling in September
1998.
In the first quarter of 1998, there was a fire at The Lofts Apartments that was
contained to one unit. The upstairs was completely destroyed and the downstairs
endured water damage. A loss of approximately $14,000 related to this casualty
has been included in operating expense for the nine months ended September 30,
1998.
In July 1998, the Partnership sold approximately 55,000 square feet of land
(5.33% of the total land) at the Loft Apartments. The land was situated to the
side of the property. This resulted in a net gain of approximately $19,000 on
the sale which has been included in operating expense for the nine months ended
September 30, 1998.
Included in operating expense for the nine months ended September 30, 1998, is
approximately $313,000 of major repairs and maintenance comprised primarily of
expenses related to window coverings and interior building improvements.
Included in operating expense for the nine months ended September 30, 1997, is
approximately $330,000 of major repairs and maintenance comprised primarily of
major landscaping, window coverings and exterior and interior building
improvements.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expense. 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 September 30, 1998, the Partnership had cash and cash equivalents of
approximately $13,761,000 versus approximately $8,221,000 at September 30, 1997.
The net increase in cash and cash equivalents for the nine months ended
September 30, 1998, is approximately $5,070,000 compared to a net decrease of
approximately $4,127,000 for the nine months ended September 30, 1997. Net cash
provided by operating activities for the nine months ended September 30, 1998,
increased as a result of an increase in net income from operations, as discussed
above, along with a decrease in cash used to pay accounts payable. The decrease
in accounts payable for the nine months ended September 30, 1997, resulted from
the payment of invoices relating to the renovations at The Sterling. The
decrease in accounts payable for the nine months ended September 30, 1998,
results from the timing of the payment of invoices. Net cash used in investing
activities decreased due to an increase in principal receipts received on the
Master Loan and a decrease in property improvements and replacements, due to the
completion of most of the renovations at The Sterling. Net cash provided by
financing activities increased due to the proceeds received from the financing
of The Sterling.
In September 1998, the Partnership obtained financing for the Sterling Apartment
Homes and Commerce Center. The new indebtedness in the amount of $23,000,000
carries a stated interest rate of 6.77% per annum and is being amortized over 30
years with a balloon payment due October 1, 2008. The net proceeds from this
financing were distributed to limited partners during the third quarter of 1998.
Total loan costs of $279,000 relating to the new financing have been capitalized
and are being amortized over the life of the loan.
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 Partnership and to comply with federal,
state and local legal and regulatory requirements. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The General
Partner is currently assessing the need for capital improvements at each of the
Partnership's properties. To the extent that additional capital improvements
are required, the Partnership's distributable cash flow, if any, may be
adversely affected. The mortgage indebtedness of approximately $27,409,000
requires monthly principal and interest payments and requires balloon payments
on December 1, 2005 and October 1, 2008, respectively. The General Partner will
attempt to refinance such indebtedness or sell the properties prior to such
maturity date. If the properties cannot be refinanced or sold for a sufficient
amount, the Partnership will risk losing such properties through foreclosure.
Distributions of approximately $21,780,000 were made to the limited partners
during the nine months ended September 30, 1998 with a matching distribution of
approximately $18,000 made to the General Partner. Included in these amounts
are payments to the North Carolina Department of Revenue for withholding taxes
related to income generated by the Partnership's investment property located in
that state. Distributions of approximately $1,979,000 were made to the limited
partners during the nine months ended September 30, 1997 with a matching
distribution of approximately $20,000 made to the General Partner. Included in
these amounts are payments to the North Carolina Department of Revenue for
withholding taxes related to income generated by the Partnership's investment
property located in that state. Future cash distributions will depend on the
levels of net cash generated from operations, refinancings, property sales and
the availability of cash reserves. The Partnership's distribution policy will
be reviewed on a quarterly basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations to permit
distributions to its partners in 1998 or subsequent periods.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined by the Partnership Agreement. Reserves, including cash and cash
equivalents and tenant security deposits totaling approximately $14,244,000,
were greater than the reserve requirement of approximately $6,261,000 at
September 30, 1998.
CCEP Property Operations
For the nine months ended September 30, 1998, CCEP's net loss totaled
approximately $24,921,000 on total revenues of approximately $16,504,000. CCEP
recognizes interest expense on the New Master Loan Agreement obligation
according to the note terms, although payments to the Partnership are required
only to the extent of Excess Cash Flow, as defined therein. During the nine
months ended September 30, 1998, CCEP's statement of operations includes total
interest expense attributable to the Master Loan of approximately $27,356,000,
all but $3,789,000 of which represents interest accrued in excess of required
payments. CCEP is expected to continue to generate operating losses as a result
of such interest accruals and noncash charges for depreciation.
During the nine months ended September 30, 1998, the Partnership received
approximately $2,481,000 as principal payments on the Master Loan. Cash received
on certain investments by CCEP, which are required to be transferred to the
Partnership per the Master Loan Agreement, accounted for approximately $79,000.
Approximately $296,000 received was due to an "Excess Cash Flow" payment from
CCEP as described above. Approximately $2,106,000 received was due to the sale
of Northlake Quadrangle, as discussed below.
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.
A loss on disposal of property of approximately $28,000 was the result of a re-
roofing project at Regency Oaks Apartments in June 1998 and is included in
operating expense at September 30, 1998. This loss was the result of the write-
off of the old roof that was not fully depreciated at the time of the write-off.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
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 of the Insignia Merger, AIMCO acquired control
of the General Partner. In addition, AIMCO also acquired approximately 51% of
the outstanding common shares of beneficial interest of Insignia Properties
Trust ("IPT"), the sole shareholder of the General Partner. Also, effective
October 1, 1998 IPT and AIMCO entered into an Agreement and plan of Merger
pursuant to which IPT is to be merged with and into AIMCO or a subsidiary of
AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the holders
of a majority of the outstanding IPT Shares. AIMCO has agreed to vote all of
the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the
IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger.
As a result of AIMCO's ownership and its agreement, the vote of no other holder
of IPT is required to approve the merger. The General Partner does not believe
that this transaction will have a material effect on the affairs and operations
of the Partnership.
Year 2000
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 to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any 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.
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 are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the General Partner was to the security systems,
elevators, heating-ventilation-air-conditioning systems, telephone systems and
switches, and sprinkler systems. The General Partner is currently engaged in the
identification of all non-compliant operational systems, and is in the process
of estimating the costs associated with any potential modifications or
replacements needed to such systems in order for them to be Year 2000 compliant.
It is not expected that such costs would have a material adverse affect upon
the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The General Partner believes that the Managing Agent has an effective program in
place to resolve the Year 2000 issue in a timely manner and has appropriate
contingency plans in place for critical applications that could affect the
Partnership's operations. To date, the General Partner is not aware of any
external agent with a Year 2000 issue that would materially impact the
Partnership's results of operations, liquidity or capital resources. However,
the General Partner has no means of ensuring that external agents will be Year
2000 compliant. The General Partner does not believe that the inability of
external agents to complete their Year 2000 resolution 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.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 1998, a limited partner of the Partnership commenced an arbitration
proceeding against the General Partner claiming that the General Partner had
breached certain contractual and fiduciary duties allegedly owed to the
claimant. The General Partner believes the claim to be without merit and
intends to vigorously defend the claim.
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 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 have filed an amended complaint. The General Partner has filed
demurrers to the amended complaint which are scheduled to be heard on January 8,
1999. The General Partner believes the action to be without merit, and intends
to vigorously defend it.
On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the General Partner. Plaintiffs allege that
they have requested from, but have been denied by each of the Subject
Partnerships, lists of their respective limited partners for the purpose of
making tender offers to purchase up to 4.9% of the limited partner units of each
of the Subject Partnerships. The complaint also alleges that certain of the
defendants made tender offers to purchase limited partner units in many of the
Subject Partnerships, with the alleged result that plaintiffs have been deprived
of the benefits they would have realized from ownership of the additional units.
The plaintiffs assert eleven causes of action, including breach of contract,
unfair business practices, and violations of the partnership statutes of the
states in which the Subject Partnerships are organized. Plaintiffs seek
compensatory, punitive and treble damages. The General Partner filed an answer
to the complaint on September 15, 1998. The General Partner believes the claims
to be without merit and intends to defend the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner believes that all such other
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, results of operations, or
liquidity of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K: Refer to Exhibit
Index in this report.
(b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1998.
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 INSTITUTIONAL PROPERTIES
By: CONCAP EQUITIES, INC.
General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 12, 1998
EXHIBIT INDEX
S-K Reference
Number Description
10.18 Contract of Sale for Northlake Quadrangle, Tucker, Georgia,
Consolidated Capital Equity Partners, L.P. and SPIVLL
Management and Investment Company dated December 17, 1997,
filed in Form 10-Q for the quarter ended September 30, 1998.
10.19 First Amendment to Contract of Sale for Northlake
Quadrangle, Tucker, Georgia, between Consolidated Capital
Equity Partners, L.P., and SPIVLL Management and Investment
Company dated April 16, 1998, filed in Form 10-Q for the
quarter ended September 30, 1998.
10.20 Mortgage and Security Agreement between Kennedy Boulevard
Associates I, L.P., and Lehman Brothers Holdings Inc., dated
August 25, 1998, securing The Sterling Apartment Home and
Commerce Center filed in Form 10-Q for the quarter ended
September 30, 1998..
10.21 Repair Escrow Agreement between Kennedy Boulevard Associates
I L.P., and Lehman Brothers Holdings Inc. dated August 25,
1998, securing The Sterling Apartment Home and Commerce
Center filed in Form 10-Q for the quarter ended September
30, 1998.
10.22 Replacement Reserve and Security Agreement between Kennedy
Boulevard Associates I L.P., and Lehman Brothers Holding
Inc. dated August 25, 1998, securing The Sterling Apartment
Home and Commerce Center filed in Form 10-Q for the quarter
ended September 30, 1998.
27 Financial Data Schedule is filed as an exhibit to this
report.
99.1.1 Consolidated Capital Equity Partners, L.P., unaudited
financial statements for the nine months ended September 30,
1998 and 1997.