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 September 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)
(864) 239-1000
(Registrant's telephone number)
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)
September 30, December 31,
1997 1996
(Unaudited) (Note)
Assets
Cash and cash equivalents:
Unrestricted $ 8,221 $ 12,348
Restricted--tenant security deposits 346 318
Accounts receivable 242 120
Escrows for taxes 266 551
Restricted escrows 65 62
Other assets 526 209
Interest receivable on Master Loan 644 --
Net investment in Master Loan 91,339 93,370
Less: Allowance for impairment loss (40,686) (40,686)
50,653 52,684
Investment properties:
Land 3,620 3,620
Building and related personal property 30,817 24,962
34,437 28,582
Less accumulated depreciation (4,546) (3,217)
29,891 25,365
$ 90,854 $ 91,657
Liabilities and Partners' Capital (Deficit)
Accounts payable $ 288 $ 1,789
Tenant security deposit liabilities 347 317
Accrued taxes 47 --
Other liabilities 578 465
Mortgage note payable 4,461 4,498
Partners' Capital (Deficit)
General partner (375) (380)
Limited partners (199,052 units
outstanding at September 30, 1997, and
December 31, 1996, respectively) 85,508 84,968
85,133 84,588
$ 90,854 $ 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 Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Rental income $ 2,066 $ 1,785 $ 5,824 $ 5,381
Interest income on investment
in Master Loan to affiliate 644 -- 2,064 --
Reduction in provision for
impairment loss on investment
in Master Loan to affiliate -- 792 -- 792
Other income 256 282 778 1,193
Total revenues 2,966 2,859 8,666 7,366
Expenses:
Operating 975 1,033 2,972 3,060
Depreciation and amortization 480 320 1,339 846
General and administrative 92 103 306 479
Maintenance 224 352 843 892
Property taxes 138 74 418 431
Interest 81 81 244 244
Total expenses 1,990 1,963 6,122 5,952
Net income $ 976 $ 896 $ 2,544 $ 1,414
Net income allocated
to general partner (1%) $ 10 $ 9 $ 25 14
Net income allocated
to limited partners (99%) 966 887 2,519 1,400
$ 976 $ 896 $ 2,544 $ 1,414
Net income per limited
partnership unit $ 4.85 $ 4.45 $ 12.65 $ 7.03
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
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 -- (30) (16,986) (17,016)
Net income for the nine months
ended September 30, 1996 -- 14 1,400 1,414
Partners' capital (deficit) at
September 30, 1996 199,052 $ (374) $ 85,548 $ 85,174
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 nine months
ended September 30, 1997 -- 25 2,519 2,544
Partners' capital (deficit) at
September 30, 1997 199,052 $ (375) $ 85,508 $ 85,133
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,
1997 1996
Cash flows from operating activities:
Net income $ 2,544 $ 1,414
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,329 841
Amortization of loan costs and lease
commissions 19 14
Reduction for provision for impairment losses -- (792)
Change in accounts:
Restricted cash (28) 13
Accounts receivable (122) 91
Escrows for taxes 285 11
Other assets (336) (19)
Interest receivable on Master Loan (644) --
Accounts payable (1,234) 326
Tenant security deposit liabilities 30 (18)
Accrued taxes 47 47
Other liabilities 113 (64)
Net cash provided by
operating activities 2,003 1,864
Cash flows from investing activities:
Deposits to restricted escrows (3) (8)
Withdrawals for restricted savings -- 67
Property improvements and replacements (6,122) (3,267)
Proceeds from sale of securities available
for sale -- 5,257
Advances on Master Loan -- (367)
Principal receipts on Master Loan 2,031 1,588
Net cash (used in) provided by
investing activities (4,094) 3,270
Cash flows from financing activities:
Distributions to partners (1,999) (17,016)
Mortgage principal payments (37) (35)
Net cash used in financing activities (2,036) (17,051)
Net decrease in cash and cash equivalents (4,127) (11,917)
Cash and cash equivalents at beginning of period 12,348 26,122
Cash and cash equivalents at end of period $ 8,221 $ 14,205
Supplemental disclosure of cash flow information:
Cash paid for interest $ 234 $ 224
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, 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 nine month
periods ended September 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 Nine Months Ended
September 30,
1997 1996
(in thousands)
Property management fees $312 $287
Reimbursement for services of affiliates
(included in general and administrative,
other assets and investment properties) (1) 476 333
(1) Included in "Reimbursement for services of affiliates" for the nine months
ended September 30, 1997 and 1996 is approximately $152,000 and $140,000,
respectively, in reimbursements for construction oversight costs. In addition,
approximately $164,000 of lease commissions are included for the nine months
ended September 30, 1997.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with theGeneral 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.
On October 30, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in two real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 45,000 of the outstanding units of limited
partnership interest in the Partnership, at $400.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 30, 1997 (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 October 30, 1997. 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.
NOTE C - NET INVESTMENT IN MASTER LOAN
At September 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 nine
months ended September 30, 1997, the Partnership recorded approximately
$2,064,000 of interest income based upon cash received as a result of an
increase in the fair value of the collateral attributable to current year
operations versus actual collateral value.
Interest, calculated on the accrual basis, is 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. Interest income is recognized on
the cash basis as allowed under "FASB 114". Interest income calculated on an
accrual basis totaled approximately $23,200,000 and $22,200,000 for the nine
months ended September 30, 1997 and 1996, respectively. At September 30, 1997,
and December 31, 1996, such cumulative unrecognized interest totaling
approximately $190,900,000 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 $23,199,000 which are
superior to the Master Loan.
During the nine months ended September 30, 1997, the Partnership made no
advances to Consolidated Capital Equity Partners, L.P. ("CCEP") as an advance on
the Master Loan.
During the nine months ended September 30, 1997, the Partnership received
approximately $2,031,000 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 $643,000 received was due to excess cash flow payments
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 $8,600,000,
were greater than the reserve requirement of approximately $7,300,000 at
September 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 nine months ended September 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
The Loft Apartments 95% 95%
Raleigh, North Carolina
The Sterling Apartment Homes 85% 84%
The Sterling Commerce Center 69% 68%
Philadelphia, Pennsylvania
The General Partner attributes the low occupancy level 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. The improvements at
The Sterling Commerce Center are substantially complete at September 30, 1997.
The Partnership's net income for the three and nine months ended September 30,
1997, was approximately $976,000 and $2,544,000, respectively, compared to net
income of approximately $896,000 and $1,414,000 for the corresponding periods
ended September 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. In addition, rental income increased at The Sterling due to an
increase in rental rates. Also contributing to the increase in net income was a
decrease in tax expense, operating expense and general and administrative
expense. The decrease in tax expense for the nine months ended September 30,
1997, is the result of an assessment reduction at The Sterling in 1996.
Operating expense has decreased due to a reduction in the Sterling's insurance
requirements during 1997 as a result of the completion of its renovations.
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.
Partially offsetting the increase in net income was an increase in depreciation
and a decrease in other interest income. Depreciation increased during the three
and nine months ended September 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 nine months ended
September 30, 1997.
During the nine months ended September 30, 1997, the Partnership included
approximately $330,000 in major repairs and maintenance including interior
building improvements, exterior building improvements and window coverings.
During the nine months ended September 30, 1996, the Partnership had
approximately $274,000 of major repairs and maintenance including exterior
painting, gutter repairs, major landscaping 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.
At September 30, 1997, the Partnership had unrestricted cash of approximately
$8,221,000 versus approximately $14,205,000 at September 30, 1996. Net cash
provided by operating activities increased slightly due to the increase in net
income from operations as discussed above. This increase was partially offset
by 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. 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. In addition, the Partnership
received proceeds from the sale of securities in 1996. Partially offsetting
this increase in net cash used in investing activities was an increase in 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 September 30, 1997, approximately $11,505,000 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 $4,461,000 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 nine
months ended September 30, 1997. A corresponding distribution of approximately
$20,000 was made to the General Partner. Distributions of approximately
$16,986,000 were made to the limited partners during the nine months ended
September 30, 1996. A corresponding distribution of approximately $30,000 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 $8,600,000,
were greater than the reserve requirement of approximately $7,300,000 at
September 30, 1997.
On October 30, 1997, an Insignia affiliate commenced tender offers for limited
partnership interests in two real estate limited partnerships (including the
Partnership) in which various Insignia affiliates act as general partner. The
Purchaser offered to purchase up to 45,000 of the outstanding units of limited
partnership interest in the Partnership, at $400.00 per Unit, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 30, 1997 (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 October 30, 1997. 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.
CCEP Property Operations
For the nine months ended September 30, 1997, CCEP's net loss totaled
approximately $24,544,000 on total revenues of approximately $15,467,000. 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, 1997, CCEP's statement of operations includes total
interest expense attributable to the Master Loan of approximately $24,658,000,
$1,420,000 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 nine months ended September 30, 1997, the Partnership received
approximately $2,031,000 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 $643,000 received was due to excess cash flow payments
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 nine months
ended September 30, 1997 and 1996.
(b) Reports on Form 8-K:
None filed during the quarter ended September 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: November 12, 1997