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
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] 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 0-10831
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.)
One Insignia Financial Plaza, P. O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
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 past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
June 30, December 31,
1997 1996
(Unaudited) (Note)
Assets
Cash and cash equivalents:
Unrestricted $ 8,183 $ 12,348
Restricted--tenant security deposits 322 318
Accounts receivable 54 120
Escrow for taxes 169 551
Restricted escrows 64 62
Other assets 612 209
Interest receivable on Master Loan 558 --
Net investment in Master Loan 91,780 93,370
Less: Allowance for impairment loss (40,686) (40,686)
51,094 52,684
Investment properties:
Land 3,620 3,620
Building and related personal property 29,516 24,962
33,136 28,582
Less accumulated depreciation (4,071) (3,217)
29,065 25,365
$ 90,121 $ 91,657
Liabilities and Partners' Capital (Deficit)
Accounts payable $ 713 $ 1,789
Tenant security deposits 321 317
Accrued taxes 33 --
Other liabilities 423 465
Mortgage note payable 4,474 4,498
Partners' Capital (Deficit)
General partner (384) (380)
Limited partners (199,052 units
outstanding at June 30, 1997, and
December 31, 1996, respectively) 84,541 84,968
84,157 84,588
$ 90,121 $ 91,657
Note: The balance sheet at December 31, 1996, 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 Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,895 $ 1,791 $ 3,758 $ 3,596
Interest income on investment
in Master Loan to affiliate 558 -- 1,420 --
Interest income 104 239 231 616
Other income 139 164 291 295
Total revenues 2,696 2,194 5,700 4,507
Expenses:
Operating 905 930 1,997 2,027
Depreciation and amortization 461 280 859 526
General and administrative 126 260 214 376
Maintenance 300 332 619 540
Property taxes 140 164 280 357
Interest 82 82 163 163
Total expenses 2,014 2,048 4,132 3,989
Net income $ 682 $ 146 $ 1,568 $ 518
Net income allocated
to general partner (1%) $ 7 $ 1 $ 16 5
Net income allocated
to limited partners (99%) 675 145 1,552 513
$ 682 $ 146 $ 1,568 $ 518
Net income per limited
partnership unit $ 3.39 $ .73 $ 7.80 $ 2.58
See Accompanying Notes to Consolidated Financial Statements
c) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(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' capital (deficit) at
December 31, 1995 199,052 $ (358) $101,134 $100,776
Distributions to partners -- (15) (15,484) (15,499)
Net income for the six months
ended June 30, 1996 -- 5 513 518
Partners' capital (deficit) at
June 30, 1996 199,052 $ (368) $ 86,163 $ 85,795
Partners' capital (deficit) at
December 31, 1996 199,052 $ (380) $ 84,968 $ 84,588
Distributions to partners -- (20) (1,979) (1,999)
Net income for the six months
ended June 30, 1997 -- 16 1,552 1,568
Partners' capital (deficit) at
June 30, 1997 199,052 $ (384) $ 84,541 $ 84,157
See Accompanying Notes to Consolidated Financial Statements
d) CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net income $ 1,568 $ 518
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 854 523
Amortization of loan costs and lease
commissions 12 9
Change in accounts:
Restricted cash (4) 26
Accounts receivable 66 13
Escrows for taxes 382 178
Other assets (415) (241)
Interest receivable on master loan (558) --
Accounts payable (1,076) (28)
Tenant security deposit liabilities 4 (29)
Accrued taxes 33 33
Other liabilities (42) (60)
Net cash provided by
operating activities 824 942
Cash flows from investing activities:
Deposits to restricted escrows (2) (5)
Withdrawals for restricted savings -- 67
Property improvements and replacements (4,554) (1,820)
Proceeds from sale of securities available
for sale -- 2,566
Advances on Master Loan -- (367)
Principal receipts on Master Loan 1,590 175
Net cash (used in) provided by
investing activities (2,966) 616
Cash flows from financing activities:
Distributions to partners (1,999) (15,499)
Mortgage principal payments (24) (23)
Net cash used in financing activities (2,023) (15,522)
Net decrease in cash and cash equivalents (4,165) (13,964)
Cash and cash equivalents at beginning of period 12,348 26,264
Cash and cash equivalents at end of period $ 8,183 $ 12,300
Supplemental disclosure of cash flow information:
Cash paid for interest $ 156 $ 145
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
six month periods ended June 30, 1997, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1997. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's annual report on Form 10-K for
the year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
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 based upon collected gross rental
revenues for property management services as noted below for the six month
periods ended June 30, 1997 and 1996. Such fees are included in operating
expenses on the consolidated statements of operations and are reflected in the
following table. 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 current affiliates received reimbursements as reflected in the
following table:
For the Six Months Ended
June 30,
1997 1996
(in thousands)
Property management fees $205 $194
Reimbursement for services of affiliates
(included in general and administrative
and investment properties) (1) 235 254
(1) Included in "Reimbursement for services of affiliates" for the six months
ended June 30, 1997 and 1996 is approximately $128,000 and $113,000,
respectively, in reimbursements for construction oversight costs.
The Partnership insures its properties under a master policy through an agency
and 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 current year's master policy. The agent assumed the financial
obligations to the affiliate of the General Partner who 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.
NOTE C - NET INVESTMENT IN MASTER LOAN
At June 30, 1997, the recorded investment in the Master Loan was considered to
be impaired under "FASB 114." 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 six
months ended June 30, 1997, the Partnership recorded approximately $1,420,000 in
income based upon an increase in the fair value of the collateral.
Interest due to the Partnership pursuant to the terms of the Master Loan
Agreement, but not recognized in the income statements, totaled approximately
$15,000,000 and $14,800,000 for the six months ended June 30, 1997 and 1996,
respectively. At June 30, 1997, and December 31, 1996, such cumulative
unrecognized interest totaling approximately $182,700,000 and $167,700,000 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
$23,265,000 which are superior to the Master Loan.
During the six months ended June 30, 1997, the Partnership made no advances to
Consolidated Capital Equity Partners, L.P. ("CCEP") as an advance on the Master
Loan.
During the six months ended June 30, 1997, the Partnership received
approximately $1,590,000 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
$388,000. Approximately $202,000 received was due to an excess cash flow
payment received from CCEP as stipulated by the master loan agreement.
Approximately $1,000,000 was received from CCEP as additional principal
payments.
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
securities available for sale (at market), totaling approximately $8,500,000,
were greater than the reserve requirement of approximately $7,300,000 at June
30, 1997.
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 six months ended June 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
The Loft Apartments 95% 94%
Raleigh, North Carolina
The Sterling Apartment Homes 84% 86%
The Sterling Commerce Center 69% 65%
Philadelphia, Pennsylvania
The General Partner attributes the decrease in occupancy at The Sterling
Apartment Homes to major capital improvements occurring at the complex, along
with rental increases established in order to upgrade the tenant base.
Management expects to see an upward trend in occupancy throughout the remainder
of 1997 as a result of the renovations and change in demographics. The increase
in occupancy at The Sterling Commerce Center is attributable to the major
ongoing capital improvements including exterior renovations, elevator
rehabilitation, and common area renovations. The improvements at The Sterling
Commerce Center are substantially complete at June 30, 1997.
Results of Operations
The Partnership's net income for the three and six months ended June 30, 1997,
was approximately $682,000 and $1,568,000, respectively, compared to net income
of approximately $146,000 and $518,000 for the corresponding periods ended June
30, 1996. The increase in net income is primarily due to an increase in interest
income recorded on the investment in Master Loan to affiliate. This increase is
the result of an increase in the fair value of the underlying collateral
properties due to an increase in operations of such properties. Also
contributing to the increase in net income was a decrease in tax expense and
general and administrative expense. The decrease in tax expense is the result
of an assessment reduction at The Sterling in 1996. General and administrative
expense has decreased due to decreases in copying and mailing costs related to
the mailing of 1996 10-K's to the partners. This decrease is also attributable
to professional fees incurred in 1996 as a result of the acquisition of The
Sterling.
Offsetting the increase in net income was an increase in depreciation and
maintenance expenses and a decrease in interest income. Both depreciation and
maintenance expenses increased during the three and six months ended June 30,
1997, as a direct result of the ongoing capital improvements and renovations at
The Sterling. Interest income decreased as a result of a decrease in investment
balances during the six months ended June 30, 1997. Included in maintenance
expense for the six months ended June 30, 1997, is approximately $289,000 of
major repairs and maintenance comprised primarily of major landscaping, window
coverings and interior and exterior building improvements. Included in
maintenance expense for the six months ended June 30, 1996, was approximately
$211,000 of major repairs and maintenance comprised primarily of gutter repairs,
major landscaping and exterior painting.
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 June 30, 1997, the Partnership had unrestricted cash of approximately
$8,183,000 versus approximately $12,300,000 at June 30, 1996. Net cash provided
by operating activities decreased primarily due to a decrease in accounts
payable resulting from the payment of invoices relating to the renovations at
The Sterling and increases in other assets and interest receivable on the Master
Loan. Offsetting the decrease in net cash provided by operating activities was
an increase in net income as explained above. Net cash used in investing
activities increased as a result of an increase in property improvements and
replacements related to the renovations at The Sterling. Partially offsetting
this increase in net cash used in investing activities was the receipt of
principal payments on the Master Loan from CCEP. Net cash used in financing
activities decreased due to a decrease in distributions to partners.
The Partnership has budgeted for major deferred maintenance and capital
improvements to be made to The Sterling during 1997. These programs will be
paid by existing cash and from cash generated by property operations and debt
service on the Master Loan. The major capital improvements are for exterior
renovations, elevator rehabilitation, and residential and commercial common area
renovations. As of June 30, 1997, approximately $10,300,000 had been spent on
these programs during 1996 and 1997.
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. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $4,474,000 requires monthly principal and
interest payments and requires a balloon payment on December 1, 2005, at which
time the property will either be refinanced or sold. Distributions of
approximately $1,979,000 were made to the limited partners during the six months
ended June 30, 1997. A corresponding distribution of approximately $20,000 was
made to the General Partner. Distributions of approximately $15,484,000 were
made to the limited partners during the six months ended June 30, 1996. A
corresponding distribution of approximately $15,000 was made to the General
Partner. Future cash distributions will depend on the levels of cash generated
from operations, Master Loan interest income, capital expenditure requirements,
property sales, and the availability of cash reserves.
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 securities available for sale totaling approximately $8,500,000,
were greater than the reserve requirement of approximately $7,300,000 at June
30, 1997.
CCEP Property Operations
For the six months ended June 30, 1997, CCEP's net loss totaled approximately
$16,209,000 on total revenues of approximately $10,287,000. 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 six months ended June 30,
1997, CCEP's statement of operations includes total interest expense
attributable to the Master Loan of approximately $16,468,000, $862,000 of which
was paid, the remainder 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 six months ended June 30, 1997, the Partnership received
approximately $1,590,000 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
$388,000. Approximately $202,000 received was due to an excess cash flow
payment from CCEP as described above. The Partnership also received an
additional $1,000,000 from CCEP as principal payment on the Master Loan.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
S-K Reference
Number Description
27 Financial Data Schedule is filed as an exhibit to
this report.
99.1 Consolidated Capital Equity Partners, L.P.,
unaudited financial statements for the six months
ended June 30, 1997 and 1996.
(b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1997.
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/ William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
By:/s/ Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: August 4, 1997