FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] 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 0-16010
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(Exact name of small business issuer as specified in its charter)
California 94-3004963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the 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)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
Assets
Cash and cash equivalents $ 2,666
Receivables and deposits, net of allowance of $159 105
Restricted escrows 167
Other assets 87
Investment properties:
Land $ 213
Buildings and related personal property 4,498
4,711
Less accumulated depreciation (3,020) 1,691
$ 4,716
Liabilities and Partners' (Deficit) Capital
Accounts payable $ 55
Tenant security deposit liabilities 37
Accrued property taxes 15
Other liabilities 79
Mortgage note payable 2,325
Partners' (Deficit) Capital
General partner $ (225)
Corporate limited partner on behalf of the
Unitholders - (128,810 units issued and
outstanding) 2,430 2,205
$ 4,716
See Accompanying Notes to Financial Statements
b)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Revenues: (restated)
<S> <C> <C>
Rental income $ 274 $ 256
Other income 84 22
Total revenues 358 278
Expenses:
Operating 103 110
General and administrative 66 67
Depreciation 58 43
Interest 46 46
Property taxes 15 13
Total expenses 288 279
Income (loss) from continuing operations 70 (1)
(Loss) income from discontinued operations (16) 154
Loss on sale of discontinued operations (35) --
Net income $ 19 $ 153
Net income allocated to general partner (1%) $ -- $ 2
Net income allocated to limited partners (99%) 19 151
$ 19 $ 153
Per unit of Depositary Receipt:
Income (loss) from continuing operations $ .54 $ (.01)
(Loss) income from discontinued operations (.12) 1.18
Loss on sale of discontinued operations (.27) --
Net income per Unit of Depositary Receipt $ .15 $ 1.17
Distributions per Unit of Depositary Receipt $61.49 $ --
See Accompanying Notes to Financial Statements
</TABLE>
c)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Unitholders
Units of
Units of Depositary
Depositary General Receipt
Units Partner (Note A) Total
<S> <C> <C> <C> <C>
Original capital contributions 129,266 $ 1 $32,317 $32,318
Partners' (deficit) capital
at December 31, 1999 128,810 $ (145) $10,331 $10,186
Distribution to partners -- (80) (7,920) (8,000)
Net income for the three months
ended March 31, 2000 -- -- 19 19
Partners' (deficit) capital
at March 31, 2000 128,810 $ (225) $ 2,430 $ 2,205
See Accompanying Notes to Financial Statements
</TABLE>
d)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 19 $ 153
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 58 135
Amortization of lease commissions and loan costs 4 21
Loss on sale of discontinued operations 35 --
Change in accounts:
Receivables and deposits 67 11
Other assets 1 (4)
Accounts payable (75) --
Tenant security deposit liabilities 2 1
Accrued property taxes (52) (12)
Other liabilities (16) (4)
Net cash provided by operating activities 43 301
Cash flows from investing activities:
Property improvements and replacements (12) (62)
Net receipts from restricted escrows 56 2
Lease commissions paid -- (11)
Net cash provided by (used in) investing activities 44 (71)
Cash flows used in financing activities:
Distribution to partners (8,000) --
Net (decrease) increase in cash and cash equivalents (7,913) 230
Cash and cash equivalents at beginning of period 10,579 1,754
Cash and cash equivalents at end of period $ 2,666 $ 1,984
Supplemental disclosure of cash flow information:
Cash paid for interest $ 43 $ 43
See Accompanying Notes to Financial Statements
</TABLE>
e)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of the Johnstown/Consolidated
Income Partners (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of ConCap Equities, Inc. (the "General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 2000, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2000. For
further information, refer to the financial statements and footnotes thereto
included in the Partnership's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
Certain reclassification have been made to the 1999 balances to conform to the
2000 presentation.
Units of Depositary Receipt
Johnstown/Consolidated Depositary Corporation (the "Corporate Limited Partner"),
an affiliate of the General Partner, serves as a depositary of certain units of
depositary receipt ("Units"). The Units represent economic rights attributable
to the limited partnership interests in the Partnership and entitle the
unitholders thereof ("Unitholders") to certain economic benefits, allocations
and distributions of the Partnership. For this reason, partners' (deficit)
capital is herein represented as an interest of the Unitholder.
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
has had or 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,
as provided for in the Partnership Agreement. The Partnership Agreement provides
for (i) certain payments to affiliates for services and (ii) reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership.
The following expenses were paid or accrued to an affiliate of the General
Partner during the three months ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Asset management fees (included in general and
administrative expense) $ 24 $ 22
Property management fees (included in operating expenses
and (loss) income from discontinued operations) 14 25
Reimbursement for services of affiliates (included in
general and administrative expenses) 11 24
The Partnership Agreement provides that the Partnership shall pay in monthly
installments to the General Partner, or an affiliate, a yearly asset management
fee equal to: (i) 3/8 of 1% of the original principal balance of mortgage loans
outstanding at the end of the month preceding the installment payment; (ii) 1/8
of 1% of the market value of guaranteed mortgage-backed securities as of the end
of the Partnership quarter immediately preceding the installment payment; and
(iii) 5/8 of 1% of the purchase price of the properties plus improvements for
managing the Partnership's assets. In the event the property was not owned at
the beginning or end of the year, such fee shall be pro-rated for the short-year
period of ownership. Under this provision, fees of approximately $24,000 and
$22,000 were paid to the General Partner and its affiliates for the three months
ended March 31, 2000 and 1999, respectively.
During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
residential property for providing property management services. The Partnership
paid to such affiliates approximately $14,000 for both the three month periods
ended March 31, 2000 and 1999. For the three months ended March 31, 1999
affiliates were entitled to receive varying percentages of the gross receipts
from the Partnership's Florida #11 Mini-Warehouses commercial property for
providing property management services. The Partnership paid to such affiliates
approximately $11,000 for the three months ended March 31, 1999. These services
were provided by an unrelated party for Phoenix Business Center in 1999. Both
the Florida #11 Mini-Warehouse and Phoenix Business Center were sold during
1999, so no management fees were paid for these properties during the three
months ended March 31, 2000.
An affiliate of the General Partner received reimbursement of accountable
administrative expense amounting to approximately $11,000 and $24,000 for the
three months ended March 31, 2000 and 1999, respectively.
AIMCO and its affiliates currently own 60,612 units of depositary receipt in the
Partnership representing approximately 47.06% of the outstanding units. A number
of these units were acquired pursuant to tender offers made by AIMCO or its
affiliates. It is possible that AIMCO or its affiliates will make one or more
additional offers to acquire additional units of depositary receipt in the
Partnership for cash or in exchange for units in the operating partnership of
AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters. As a
result of its ownership of approximately 47.06% of the outstanding units, AIMCO
is in a position to significantly influence all voting decisions with respect to
the Registrant. When voting on matters, AIMCO would in all likelihood vote the
Units it acquired in a manner favorable to the interest of the General Partner
because of their affiliation with the General Partner.
Note D - Commitment
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 in the Partnership Agreement. In the event expenditures are made from
these reserves, 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 $2,704,000
at March 31, 2000, exceed the Partnership's reserve requirement of approximately
$955,000.
Note E - Distributions
During the three months ended March 31, 2000, the General Partner declared and
paid a distribution of sale proceeds from the sale of Phoenix Business Center
and Florida #11 Mini Warehouse of approximately $7,738,000 (approximately
$7,661,000 to the limited partners, $59.48 per unit of depository receipt) and
approximately $262,000 (approximately $259,000 to the limited partners, $2.01
per unit of depository receipt) from operations. No distributions were declared
or paid during the three months ended March 31, 1999.
Note F - Sale of Discontinued Operations
The Partnership's two commercial properties, Florida #11 Mini Warehouse and
Phoenix Business Campus, were sold during November and December of 1999,
respectively. These were the only commercial properties owned by the Partnership
and represented one segment of the Partnership's operations. Due to the sale of
these properties, the results of the commercial segment have been shown as
(loss) income from discontinued operations and loss on sale of discontinued
operations. Total revenues for these properties were approximately $350,000 for
the three months ended March 31, 1999. No revenues were earned by these
properties during the three months ended March 31, 2000. Loss from discontinued
operations was approximately $16,000 for the three months ended March 31, 2000,
as compared to income from discontinued operations of approximately $154,000 for
the three months ended March 31, 1999. The loss from discontinued operations for
the three months ended March 31, 2000 was due to payment of payables incurred
prior the sale dates of the properties. The loss on sale of discontinued
operations during the three months ended March 31, 2000 was due to an increase
in estimated legal fees relating to the property sales.
Note G - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership had two reportable segments:
residential properties and commercial properties. The Partnership's residential
property segment consists of one apartment complex located in Independence,
Missouri. The Partnership rents apartment units to tenants for terms that are
typically twelve months or less. The commercial property segment consisted of an
office building located in Atlanta, Georgia, and a self-storage mini-warehouse
located in Davie, Florida. The two commercial properties held by the Partnership
were sold to unrelated parties during 1999. Therefore, the commercial segment is
reflected as discontinued operations (see "Note F - Sale of Discontinued
Operations" for further discussion regarding the commercial sales).
Measurement of segment profit or loss: The Partnership evaluates performance
based on segment profit (loss) before depreciation. The accounting policies of
the reportable segments are the same as those described in the Partnership's
Annual Report on Form 10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segments consisted of investment properties that
offered different products and services. The reportable segments were each
managed separately because they provided distinct services with different types
of products and customers.
Segment information for the three months ended March 31, 2000 and 1999 is shown
in the tables below. The "Other" column includes Partnership administration
related items and income and expense not allocated to the reportable segments
(in thousands).
<TABLE>
<CAPTION>
2000 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 274 $ -- $ -- $ 274
Other income 10 -- 74 84
Interest expense 46 -- -- 46
Depreciation 58 -- -- 58
General and administrative expense -- -- 66 66
Loss from discontinued operations -- (16) -- (16)
Loss on sale of discontinued operations -- (35) -- (35)
Segment profit (loss) 62 (51) 8 19
Total assets 2,309 -- 2,407 4,716
Capital expenditures for investment
Properties 12 -- -- 12
</TABLE>
<TABLE>
<CAPTION>
1999 Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 256 $ -- $ -- $ 256
Other income 12 -- 10 22
Interest expense 46 -- -- 46
Depreciation 43 -- -- 43
General and administrative expense -- -- 67 67
Income from discontinued operations -- 154 -- 154
Segment profit (loss) 56 154 (57) 153
Total assets 2,105 6,672 1,054 9,831
Capital expenditures for investment
properties 18 44 -- 62
</TABLE>
Note H - Legal Proceedings
In March 1998, several putative unit holders of units of depositary receipt 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 action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one 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 and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998, the General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The General Partner filed demurrers to the amended complaint which
were heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the General Partner and its affiliates
terminated the proposed settlement. Certain plaintiffs have filed a motion to
disqualify some of the plaintiffs' counsel in the action. The General Partner
does not anticipate that costs associated with this case will be material to the
Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for each of the
three month periods ended March 31, 2000 and 1999.
Average Occupancy
Property 2000 1999
Cedar Brooke Apartments 99% 97%
Independence, Missouri
Results of Operations
The Partnership's net income for the three months ended March 31, 2000, was
approximately $19,000 compared to net income of approximately $153,000 for the
three months ended March 31, 1999. The decrease in net income is primarily
attributable to the decrease in income from discontinued operations and the loss
on discontinued operations. The Partnership's two commercial properties, Florida
#11 Mini Warehouse and Phoenix Business Campus, were sold during 1999. These
were the only commercial properties owned by the Partnership and represented one
segment of the Partnership's operations. Due to the sale of these properties,
the results of the commercial segment have been shown as (loss) income from
discontinued operations and loss on sale of discontinued operations. The
additional loss on sale of discontinued operations for the three months ended
March 31, 2000 is due to an increase in the estimated legal fees related to the
sales.
The Partnership's income from continuing operations for the three months ended
March 31, 2000 was approximately $70,000 compared to a loss from continuing
operations of approximately $1,000 for the three months ended March 31, 1999.
The increase in income from continuing operations is due to an increase in total
revenues, partially offset by an increase in total expenses. Total revenues
increased due to increases in rental income and other income. Rental income
increased due to increases in occupancy and average rental rates at Cedar Brooke
Apartments. Other income increased primarily due to increased interest income
due to higher average cash balances in interest bearing accounts.
Total expenses increased primarily due to an increase in depreciation expense.
Depreciation expense increased due to property improvements and replacements
completed during the past twelve months.
Included in general and administrative expense for the three months ended March
31, 2000 and 1999, are reimbursements to the General Partner allowed under the
Partnership Agreement associated with its management of the Partnership. In
addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 2000, the Partnership had cash and cash equivalents of
approximately $2,666,000 as compared to approximately $1,984,000 at March 31,
1999. For the three months ended March 31, 2000, cash and cash equivalents
decreased by approximately $7,913,000 from the Partnership's year ended December
31, 1999. The decrease in cash and cash equivalents is due to approximately
$8,000,000 of cash used in financing activities, partially offset by
approximately $43,000 of cash provided by operating activities and by
approximately $44,000 of cash provided by investing activities. Cash used in
financing activities consisted of distributions to the partners. Cash provided
by investing activities consisted of net withdrawals from escrow accounts
maintained by the mortgage lender partially offset by property improvements and
replacements. The Partnership invests its working capital reserves in a money
market account.
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 in the Partnership Agreement. In the event expenditures are made from
these reserves, operating revenue shall be allocated to such reserves to the
extent necessary to maintain the foregoing level. Reserves, consisting of cash
and cash equivalents and tenant security deposits totaling approximately
$2,704,000 at March 31, 2000, exceed the Partnership's reserve requirement of
approximately $955,000.
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 investment property 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. Capital
improvements planned for the Partnership's property are discussed below.
The Partnership budgeted approximately $75,000 for capital improvements at Cedar
Brooke Apartments for the year 2000 consisting primarily of carpet and vinyl
replacement, roof replacements, parking lot enhancements, and appliance
replacements. During the three months ended March 31, 2000, the Partnership
completed approximately $12,000 of budgeted capital improvements at Cedar Brooke
Apartments consisting primarily of carpet and vinyl replacement and appliance
replacements. These improvements were funded from replacement reserves.
Additional improvements may be considered and will depend on the physical
condition of the property as well as replacement reserves and anticipated cash
flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's assets are currently thought to be sufficient for any
near-term needs (exclusive of capital improvements) of the Partnership. The
mortgage indebtedness on Cedar Brooke Apartments of $2,325,000, which carries a
stated interest rate of 7.33% (interest only), matures in 2003. The General
Partner will attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure.
During the three months ended March 31, 2000, the General Partner declared and
paid a distribution from sale proceeds of approximately $7,738,000
(approximately $7,661,000 to the limited partners, $59.48 per unit of depository
receipt) and approximately $262,000 (approximately $259,000 to the limited
partners, $2.01 per unit of depository receipt) from operations. No
distributions were declared or paid during the three months ended March 31,
1999. The Partnership's distribution policy is reviewed on an annual basis.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of working capital reserves, and the timing of the
debt maturity, refinancing and/or property sale. There can be no assurance,
however, that the Partnership will generate sufficient funds from operations
after required capital expenditures and required working capital reserves to
permit further distributions to its partners during the remainder of 2000 or
subsequent periods.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of units of depositary receipt 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 action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one 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 and the Insignia Merger (see
"Part I - Financial Information, Item I. Financial Statements, Note B - Transfer
of Control"). The plaintiffs seek monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The General Partner
filed demurrers to the amended complaint which were heard February 1999. Pending
the ruling on such demurrers, settlement negotiations commenced. On November 2,
1999, the parties executed and filed a Stipulation of Settlement, settling
claims, subject to final court approval, on behalf of the Partnership and all
limited partners who own units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Superior Court of the
State of California, County of San Mateo, at which time the Court set a final
approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing
the Court received various objections to the settlement, including a challenge
to the Court's preliminary approval based upon the alleged lack of authority of
class plaintiffs' counsel to enter the settlement. On December 14, 1999, the
General Partner and its affiliates terminated the proposed settlement. Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs' counsel in
the action. The General Partner does not anticipate that costs associated with
this case will be material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
Current Report on Form 8-K dated December 30, 1999 and filed
January 10, 2000 disclosing the sale of Phoenix Business
Campus on December 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Partnership caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: May 15, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS 2000 First Quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000787621
<NAME> JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,666
<SECURITIES> 0
<RECEIVABLES> 105
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 4,711
<DEPRECIATION> 3,020
<TOTAL-ASSETS> 4,716
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 2,325
0
0
<COMMON> 0
<OTHER-SE> 2,205
<TOTAL-LIABILITY-AND-EQUITY> 4,716
<SALES> 0
<TOTAL-REVENUES> 358
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 288
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 70
<DISCONTINUED> (51)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19
<EPS-BASIC> 0.15 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet.
<F2> Multiplier is 1.
</FN>
</TABLE>
