FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-16682
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
(Name of small business issuer in its charter)
California 94-3032501
(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)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Depositary Receipts
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $472,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
PART I
Item 1. Description of Business
Johnstown/Consolidated Income Partners/2 (the "Partnership") was organized on
March 9, 1987, as a limited partnership under the California Revised Limited
Partnership Act. On June 19, 1987, the Partnership registered with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933
(File No. 33-13348) and commenced a public offering for sale of $100 million of
Units. The Units represent economic rights attributable to the limited
partnership interests in the Partnership and entitle the holders thereof
(hereinafter referred to as "Unitholders") to the economic benefits attributable
to equity interests in the Partnership and to participate in certain allocations
and distributions of the Partnership. The limited partner of the Partnership is
Johnstown/Consolidated Depositary Corporation/2 (the "Corporate Limited
Partner"), an affiliate of the General Partner (as hereinafter defined). The
Corporate Limited Partner serves as depositary for the Units pursuant to a
Depositary Agreement (herein so called) entered into with the Partnership. The
Partnership subsequently filed a Form 8-A Registration Statement with the SEC
and registered the Units under the Securities Exchange Act of 1934 (File No. 0-
16682) on June 11, 1988. The offering closed in October 1988, with 68,854 Units
sold at $100 each, or gross proceeds of approximately $6.9 million to the
Partnership. The Partnership had retired a total of 1,040 Units as of December
31, 1995. The Partnership gave no consideration for the Units retired.
By the end of fiscal year 1988, approximately 74% of the monies raised had been
invested in a mortgage loan (a joint loan in which the Partnership owns a two-
thirds undivided interest with an affiliated limited partnership) and a real
estate acquisition, development and construction lending ("ADC") arrangement.
Of the remaining 26%, 11% was required for organizational and offering expenses,
sales commissions and acquisition fees, and 15% was retained in Partnership
reserves for working capital, as required by the Partnership Agreement herein so
called.
The General Partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The principal place of business
for the Partnership and for the General Partner is One Insignia Financial Plaza,
Greenville, South Carolina 29602.
The Partnership's primary business and only industry segment is real estate
related operations. The Partnership was formed to invest in mortgage loans
originated or purchased by the Partnership and to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
Unitholders. The Partnership was formed with the intention of investing at
least one-third but not more than two-thirds of the Partnership's net capital
proceeds in non-leveraged or low-leveraged commercial and residential real
estate and to devote at least one-third but not more than two-thirds of such net
capital proceeds to making or purchasing mortgage loans. By August 1988, the
Partnership had completed its investing activities and had acquired a two-thirds
undivided interest in a mortgage loan which the Partnership foreclosed on in
September 1991, and an ADC arrangement which was subsequently repaid in 1989.
At December 31, 1995, the Partnership's only asset was a two-thirds undivided
interest in a mini-warehouse located in Lauderhill, Florida.
As of December 31, 1995, the Partnership's working capital reserves were in
excess of 3% of Net Invested Capital as required by its Partnership Agreement.
See "Item 6 - Management's Discussion and Analysis or Plan of Operations", for
discussion of Partnership liquidity and capital resources.
The real estate business is highly competitive. The Registrant's real property
investment is subject to competition from similar types of properties in the
vicinity in which it is located and the Partnership is not a significant factor
in its industry. In addition, various limited partnerships have been formed by
related parties to engage in business which may be competitive with the
Registrant.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an
affiliate of the General Partner. The property manager is responsible for the
day-to-day operations of each property. The General Partner has also selected
affiliates of Insignia to provide real estate advisory and asset management
services to the Partnership. As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing. For a further
discussion of property and partnership management, see "Item 12."
Upon the Partnership's formation in 1987, Consolidated Capital Equities
Corporation ("CCEC") was the sole Corporate General Partner, and
Johnstown/Consolidated Depositary Corporation/2, a wholly-owned subsidiary of
CCEC, was the sole limited partner. In 1988, through a series of transactions,
Southmark Corporation ("Southmark") acquired a controlling interest in CCEC. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, CEI
acquired CCEC's general partner interests in the Partnership and in 15 other
affiliated public limited partnerships (the "Affiliated Partnerships"), acquired
the stock of the Corporate Limited Partner, and CEI replaced CCEC as managing
general partner in all 16 partnerships. The selection of CEI as the sole
managing general partner was approved by a majority of the Unitholders in the
Partnership and by the limited partners in each of the Affiliated Partnerships
pursuant to a solicitation of the Unitholders and limited partners dated August
10, 1990. As part of this solicitation, the Unitholders also approved an
amendment to the Partnership Agreement to limit changes of control of the
Partnership.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which, among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE") and an affiliate of
Insignia, acquired an option (exercisable in whole or in part from time to time)
to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock. As a part of the
Insignia Transaction, MAE-ICC, Inc. also acquired all of the outstanding stock
of Partnership Services, Inc., an asset management entity and Insignia acquired
all of the outstanding stock of Coventry Properties, Inc., a property management
entity. In addition, confidentiality, non-competition, and standstill
arrangements were entered into between certain of the parties. Those
arrangements, among other things, prohibit GII Realty's former sole shareholder
from purchasing Partnership Units for a period of three years. On October 24,
1995, MAE-ICC, Inc. exercised the remaining portion of its option to purchase
all of the remaining outstanding capital stock of GII Realty, Inc.
Item 2. Description of Property
The Partnership originally acquired an ADC arrangement and a two-thirds
undivided interest in a mortgage loan. The ADC arrangement was repaid in 1989.
The Partnership foreclosed on its two-thirds undivided interest in the property
securing the mortgage loan in 1991. As of December 31, 1995, the Partnership
owns a two-thirds undivided interest in a mini-warehouse as noted below:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Florida #6 Mini Warehouse 11/01/90 Fee ownership Storage -
Lauderhill, Florida 61,121 sq. ft.
</TABLE>
Schedule of Property:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Florida #6 Mini
Warehouses $2,186 $407 3-20 years S/L $1,939
</TABLE>
See "Note A" of the Financial Statements included in "Item 7" for a description
of the Partnership's depreciation policy.
Schedule of Rental Rates and Occupancy:
<TABLE>
<CAPTION>
Average Annual
Rental Rates Average
(Per Sq. Ft.) Occupancy
Property 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Florida #6 Mini Warehouses $10.44 $9.77 90% 97%
</TABLE>
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. The General Partner believes that Florida #6 Mini
Warehouses is adequately insured.
The decrease in occupancy is due to commercial clients reducing their inventory
levels which resulted in reduced usage of storage facilities in 1995.
Schedule of Real Estate Taxes and Rates:
The Partnership's two-thirds share of real estate taxes and rates in 1995 for
the property were:
1995 1995
Taxes Rate
(dollar amounts in thousands)
Florida #6 Mini Warehouses $45 2.4%
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the year ended December 31, 1995, no matters were
submitted to a vote of the Unitholders through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Security Holder Matters
(A) No established public trading market for the Partnership's Units exists
nor is one expected to develop.
(B) Title of Class Number of Unitholders of Record
Units of Depositary Receipts 596 as of December 31, 1995
(C) The following table sets forth a summary of distributions to the
Unitholders during the years ended December 31, 1995 and 1994:
Years Ended December 31,
1995 1994
(Amounts in thousands)
From Unitholders' economic interest
Regular distributions $ 198 $ 405
In September 1995, the Partnership distributed cash flow from operations of
approximately $198,000 or $2.92 per Unit to Unitholders of record as of
September 1, 1995, and paid a corresponding general partner distribution of
$2,000.
In September 1994, the Partnership distributed cash flow from operations of
approximately $405,000 or $5.97 per Unit to Unitholders of record as of
September 1, 1994, and paid a corresponding general partner distribution of
$4,000 in November 1994.
Cumulative distributions to the Unitholders since the inception of the
Partnership totaled approximately $5.3 million at December 31, 1995.
Item 6. Management's Discussion and Analysis or Plan of Operations
Results of Operations
The Partnership realized income from operations of $147,000 for the year ended
December 31, 1995, compared to income from operations of $193,000 for the year
ended December 31, 1994.
Rental income decreased for the year ended December 31, 1995, compared to the
year ended December 31, 1994, due to the occupancy decrease at the Partnership's
sole investment property resulting from commercial clients reducing their
inventory levels and usage of storage facilities in 1995 compared to 1994.
Property operations expense increased for the year ended December 31, 1995,
compared to the year ended December 31, 1994, due to increased maintenance
contracts and tax expense. Administrative expenses increased for the year ended
December 31, 1995, due to increased mailing costs, professional fees and expense
reimbursements related to the combined efforts of the Dallas and Greenville
partnership administration staffs during the management transition period. The
reimbursements for the Dallas office amounted to approximately $13,000 for the
year ended December 31, 1995.
The increased costs related to the transition efforts were incurred to minimize
any disruption in the year-end reporting function including the financial
reporting and K-1 preparation and distribution. The General Partner expects
recurring administrative expenses to be reduced now that the management
transition is completed.
Other income realized in the year ended December 31, 1994, related to the
receipt of the Partnership's pro rata share of the claims filed in Southmark's
Chapter 11 bankruptcy proceeding (See "Note C" in the Notes to Consolidated
Financial Statements in "Item 7"). During 1995, the Partnership received a
liquidating dividend of approximately $93,000 from Southmark. During the fourth
quarter of 1995, approximately $32,000 was credited to the investment in stock
account. The remaining stock balance is included in prepaid and other assets at
December 31, 1995 at its market value of approximately $3,000.
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 December 31, 1995, the Partnership held unrestricted cash and cash
equivalents of $424,000 compared to $152,000 at December 31, 1994. Net cash
provided by operating activities decreased primarily due to the Partnership's
receipt of approximately $260,000 in cash related to the Southmark bankruptcy
discussed below that did not recur in 1995. The decrease in cash provided by
operating activities was partially offset by a decrease in prepaids and other
assets and an increase in accounts payable and accrued expenses. Net cash
provided by investing activities increased due to an increase in cash proceeds
received from liquidated securities available for sale compared to the year
ended December 31, 1994. Net cash used in financing activities decreased due to
reduced Partner's distributions for the year ended December 31, 1995, compared
to the year ended December 31, 1994.
The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 3% 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 totalling approximately $424,000 at December 31, 1995, exceeded the
Partnership's reserve requirement of approximately $73,000.
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 property to adequately maintain the physical assets
and meet other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. Future
cash distributions will depend on the levels of net cash generated from
operations, capital expenditure requirements, property sales and the
availability of cash reserves. As part of the Partnership's ongoing attempt to
maximize the return to the Unitholders, the Partnership is exploring the
possibility of selling the commercial property in which it has invested.
Currently, disposition is not considered imminent. Additionally, other
investing parties are involved who must be consulted before such a transaction
can be approved. For the year ended December 31, 1995, cash distributions of
$200,000 were declared and paid compared to cash distributions of $409,000 for
the year ended December 31, 1994.
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the other affiliated
partnerships' allowed claim at an aggregate $11 million. In March 1994, the
Partnership received 4,751 shares of Southmark Corporation Redeemable Series A
Preferred Stock and 34,747 shares of Southmark Corporation New Common Stock with
an aggregate market value on the date of receipt of approximately $35,000 and
$260,000 in cash representing the Partnership's share of the recovery, based on
its pro rata share of the claims filed.
Item 7. Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
LIST OF FINANCIAL STATEMENTS
Reports of Independent Auditors
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995
and 1994
Statements of Changes in Partners Capital (Deficit) - Years ended December
31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Johnstown Consolidated Income Partners/2
We have audited the accompanying balance sheet of Johnstown Consolidated Income
Partners/2 as of December 31, 1995, and the related statements of operations,
changes in partners capital (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership s management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Johnstown Consolidated Income
Partners/2 as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 14, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Johnstown/Consolidated Income Partners/2:
We have audited the accompanying statements of operations, partners' capital
(deficit) and cash flows of Johnstown/Consolidated Income Partners/2 (a
California limited partnership) for the year ended December 31, 1994. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of
Johnstown/Consolidated Income Partners/2 for the year ended December 31, 1994,
in conformity with generally accepted accounting principles.
/s/ Arthur Andersen, LLP
Dallas, Texas
March 23, 1995
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
BALANCE SHEET
(in thousands, except unit data)
December 31, 1995
Assets
Cash and cash equivalents $ 424
Prepaid and other assets 28
Investment property:
Land $ 650
Buildings and personal property 1,536
2,186
Less accumulated depreciation (407) 1,779
$2,231
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 31
Partners' Capital (Deficit)
General partner $ (38)
Corporate limited partners - on behalf
of the Unitholders - (67,814 Units
issued and outstanding) 2,238 2,200
$2,231
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1995 1994
Revenues:
Rental income $ 393 $ 414
Interest and dividend 79 76
Total revenues 472 490
Expenses:
Property operations 163 148
Depreciation 80 79
Administrative 82 70
Total expenses 325 297
Income from operations 147 193
Other income -- 295
Net income $ 147 $ 488
Net income allocated to general partners (1%) $ 1 $ 5
Net income allocated to limited partners (99%) 146 483
$ 147 $ 488
Net income per weighted average Unit of
Depositary Receipt: $ 2.15 $ 7.12
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Unitholders
Units of Units of
Depositary General Depositary
Receipts Partner Receipts Total
<S> <C> <C> <C> <C>
Original capital contributions 68,854 $ 1 $ 6,885 $ 6,886
Partners' capital (deficit) at
December 31, 1993 67,814 (38) 2,212 2,174
Net income for the year ended
December 31, 1994 -- 5 483 488
Distributions -- (4) (405) (409)
Partners' capital (deficit)
at December 31, 1994 67,814 (37) 2,290 2,253
Net income for the year ended
December 31, 1995 -- 1 146 147
Distributions -- (2) (198) (200)
Partners' capital (deficit) at
December 31, 1995 67,814 $ (38) $ 2,238 $ 2,200
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
Years Ended December 31,
1995 1994
Cash flows from operating activities:
Net income $ 147 $ 488
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 80 79
Change in accounts:
Prepaids and other assets 26 (38)
Accounts payable and accrued
expenses 17 (11)
Net cash provided by operating
activities 270 518
Cash flows from investing activities:
Property improvements and replacements (1) --
Purchase of securities available for sale (453) (78)
Proceeds from sale of securities
available for sale 656 30
Net cash provided by (used in)
investing activities 202 (48)
Cash flows from financing activities:
Partners' distributions (200) (409)
Net cash used in financing
activities (200) (409)
Net increase in cash 272 61
Cash and cash equivalents at beginning of year 152 91
Cash and cash equivalents at end of year $ 424 $ 152
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
Notes to Financial Statements
December 31, 1995
Note A - Organization and Summary of Significant Accounting Policies
Organization
Johnstown/Consolidated Income Partners/2 (the "Partnership"), a California
limited partnership, was formed on March 9, 1987, to acquire and operate
commercial and residential properties and to invest in mortgage loans and
mortgage-backed securities. As of December 31, 1995, the Partnership operates
one commercial property located in Lauderhill, Florida. Consolidated Capital
Equities Corporation ("CCEC"), a Colorado corporation, the former general
partner, and Johnstown/Consolidated Depositary Corporation/2 (the "Corporate
Limited Partner"), an affiliate of the general partner which serves as
depositary of certain Units of Depositary Receipts ("Units"), contributed $1,000
and $100,000, respectively. The Units represent economic rights attributable to
the limited partnership interests in the Partnership and entitle the holders
thereof ("Unitholders") to certain economic benefits, allocations and
distributions of the Partnership.
Upon the Partnership's formation in 1987, CCEC was the general partner. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap
Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") acquired
CCEC's general partner interests in the Partnership and in 15 other affiliated
public limited partnerships (the "Affiliated Partnerships"), acquired the stock
of the Corporate Limited Partner, and CEI replaced CCEC as managing general
partner in all 16 partnerships.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P., an affiliate of Insignia
Financial Group, Inc. ("Insignia") acquired an option (exercisable in whole or
in part from time to time) to purchase all of the stock of GII Realty, Inc. and,
pursuant to a partial exercise of such option, acquired 50.5% of that stock. As
a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all of the
outstanding stock of Partnership Services, Inc., an asset management entity and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property management entity. In addition, confidentiality, non-competition, and
standstill arrangements were entered into between certain of the parties.
Those arrangements, among other things, prohibit GII Realty's former sole
shareholder from purchasing Partnership Units for a period of three years. On
October 24, 1995, MAE-ICC, Inc. exercised the remaining portion of its option to
purchase all of the remaining outstanding capital stock of GII Realty, Inc.
The principal place of business for the Partnership and for the General Partner
is One Insignia Financial Plaza, Greenville, South Carolina 29602.
Note A - Organization and Summary of Significant Accounting Policies (continued)
Investment Properties
Prior to 1995, investment properties were carried at the lower of cost or
estimated fair value, which was determined using the higher of the property's
non-recourse debt amount, when applicable, or the net operating income of the
investment property capitalized at a rate deemed reasonable for the type of
property. During 1995, the Partnership adopted FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. The impairment loss is measured by comparing the
fair value of the asset to its carrying amount. The effect of adoption was not
material.
Depreciation
Buildings and improvements are depreciated on the straight-line basis over an
estimated useful life of 3 to 20 years.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits, money market
funds, and U.S. Treasury Bills with original maturities of three months or less.
At certain times the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Reclassification
Certain reclassifications have been made to the 1994 information to conform to
the 1995 presentation.
Fair Value
In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and cash equivalents approximates fair value due to their short-term
nature.
Rental Income
The Partnership leases its commercial property under short-term month-to-month
operating leases. The Partnership expects that in the normal course of business
these leases will be renewed or replaced by other leases.
Note A - Organization and Summary of Significant Accounting Policies (continued)
Income Taxes
No provision has been made in the financial statements for Federal income taxes.
Under current law, no Federal income taxes are paid directly by the Partnership,
however, the Partners are responsible for their respective shares of Partnership
net income or loss.
The tax basis of the Partnership's assets and liabilities is approximately
$1,209,000 greater than the assets and liabilities as reported in the financial
statements.
Allocation of Net Income and Net Loss
The Partnership Agreement provides for net income and net losses for both
financial and tax reporting purposes to be allocated 99% to the Limited Partners
and 1% to the General Partner.
Advertising Costs
Advertising costs of $8,000 in 1995 and $11,000 in 1994 are charged to operating
expense as incurred.
Units of Depositary Receipts
Johnstown/Consolidated Depositary Corporation (the "Corporate Limited Partner"),
an affiliate of the General Partner, serves as a depositary of certain Units of
Depositary Receipts ("Units"). The Units represent economic rights attributable
to the limited partnership interests in the Partnership and entitle the holders
thereof ("Unitholders") to certain economic benefits, allocations and
distributions of the Partnership. For this reason, Partner's capital (deficit)
is herein represented as an interest of the Unitholders.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Note B - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and
affiliates of Insignia for the management and administration of all the
Partnership activities, as provided for in the partnership agreement.
The Partnership has paid the property management fees noted below based upon
collected gross rental revenues ("Rental Revenues") for property management
services in each of the years ended December 31, 1995 and 1994, respectively.
For the year ended December 31, 1994, a portion of such property management
fees equal to 4% of Rental Revenues was paid to the property management
companies performing day-to-day property management services and a portion equal
to 1% of Rental Revenues was paid to Partnership Services, Inc. ("PSI") for
advisory services related to day-to-day operations. Coventry Properties, Inc.
("Coventry") an affiliate of the General Partner provided the day-to-day
property management responsibilities for the Partnership's property during 1994.
In late December 1994, an affiliate of Insignia assumed day-to-day property
management responsibilities. Fees paid to Insignia and affiliates for the year
ended December 31, 1995, and fees paid to PSI and Coventry for the year ended
December 31, 1994, have been reflected in the following table as compensation to
related parties in the applicable periods:
Years Ended December 31,
1995 1994
(in thousands)
Property management fees $24 $22
The Partnership 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, which includes
Coventry for the year ended December 31, 1994, received reimbursements as
reflected in the following table:
Years Ended December 31,
1995 1994
(in thousands)
Reimbursement for services of affiliates $40 $37
In July 1995, the Partnership began insuring its property 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 current agent
assumed the financial obligations to the affiliate of the General Partner, who
receives payment 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 - Other Income
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the other affiliated
partnerships' allowed claim at an aggregate $11 million. In March 1994, the
Partnership received 4,751 shares of Southmark Corporation Redeemable Series A
Preferred Stock and 34,747 shares of Southmark Corporation New Common Stock with
an aggregate market value on the date of receipt of approximately $35,000 and
$260,000 in cash representing the Partnership's share of the recovery, based on
its pro-rata share of the claims filed. During 1995, the Partnership received a
liquidating dividend of approximately $93,000 from Southmark. During the fourth
quarter of 1995, approximately $32,000 was credited to the investment in stock
account. The remaining stock balance is included in prepaid and other assets at
December 31, 1995 at its market value of approximately $3,000.
Note D - Commitment
The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 3% 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 totalling approximately $424,000 exceeded the Partnership's reserve
requirement of approximately $73,000 at December 31, 1995.
Note E - Distributions
During September 1995, the Partnership declared and paid distributions,
attributable to cash flow from operations, of $200,000 to the Unitholders.
Note F - Investment Property and Accumulated Depreciation
(dollar amounts in thousands)
Initial Cost
To Partnership (a)
Buildings Cost
and Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition (a)
Florida #6
Mini Warehouses
Lauderhill, Florida $ - $ 650 $1,517 $ 19
(a) Amounts represented the Partnership's two-thirds undivided interest in
the property. Johnstown/Consolidated Income Partners, an affiliated
partnership, owns the remaining one-third undivided interest in the
property.
Note F - Investment Property and Accumlated Depreciation (continued)
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995 (a)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Florida #6 Mini
Lauderhill, Florida $650 $1,536 $2,186 $407 11/01/90 3-20
<FN>
(a) Amounts represented the Partnership's two-thirds undivided interest in the property. Johnstown/Consolidated
Income Partners, an affiliated partnership, owns the remaining one-third undivided interest in the property.
</TABLE>
Reconciliation of "Investment Property and Accumulated Depreciation":
Years Ended December 31,
1995 1994
Investment Property (in thousands)
Balance at beginning of year $2,185 $2,185
Property improvements 1 --
Balance at End of Year $2,186 $2,185
Accumulated Depreciation
Balance at beginning of year $ 327 $ 248
Additions charged to expense 80 79
Balance at End of Year $ 407 $ 327
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994, is approximately $2,142,000 and $2,141,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1995 and 1994, is approximately $203,000 and $156,000, respectively.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
As reported in the Partnership's Form 8-K filed May 10, 1995, as of May 3, 1995,
Arthur Andersen L.L.P., the independent accountant previously engaged as the
principal accountant to audit the financial statements of the Partnership was
dismissed. As of the same date, the firm of Ernst & Young L.L.P. was engaged to
provide that service for the Partnership.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The Registrant has no officers or directors. The General Partner manages and
controls the Registrant and has general responsibility and authority in all
matters affecting its business.
The name of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's General Partner, as of December 31, 1995, their age
and the nature of all positions with CEI presently held by them are set forth
below. There are no family relationships between or among any officers and
directors.
Name Age Position
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Chief
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of CEI since December 1994 and President
of Metropolitan Asset Enhancement, L.P. ("MAE") subsidiaries since August
1994. Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other
investment and consulting activities, which included portfolio acquisitions,
asset dispositions, debt restructurings and financialreporting. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993 Mr. Vinson
was employed by Insignia in various capacities including Managing Director-
President during 1991. From 1986 to 1990, Mr. Vinson was President and Director
of U.S. Shelter Corporation, a real estate services company, which sold
substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI
since December 1994 and Chief Accounting Officer and Controller of the MAE
subsidiaries since February 1994. Prior to joining MAE in September 1993, Mr.
Long served as a senior regional accountant with Insignia Management Group, Inc.
since December 1991. From January 1991 until December 1991, Mr. Long was
associated with the accounting firm of Harshman, Lewis and Associates. From
July 1989 until January 1991, Mr. Long was an auditor for the State of
Tennessee. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. has been Vice President of CEI since December 1994,
Vice President of the MAE subsidiaries since January 1992 and Managing Director
- - Partnership Administration of Insignia since January 1991. During the five
years prior to joining Insignia in 1991, he served in a similar capacity for
U.S. Shelter. Mr. Jarrard is a graduate of the University of South Carolina and
a certified public accountant.
John K. Lines has been Secretary of CEI since December 1994, Secretary of the
MAE subsidiaries since August 1994 and General Counsel and Secretary of Insignia
since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation in West Palm
Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior
Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was employed as an associate with Squire Sanders &
Dempsey in Columbus, Ohio.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992 and Assistant
Secretary of Insignia since 1991. During the five years prior to joining
nsignia in 1991, she served in a similar capacity for U.S. Shelter. Ms.
Buechler is a graduate of the University of North Carolina.
CEI is the general partner of the Partnership and 13 other Affiliated
Partnerships as of December 31, 1995.
Item 10. Executive Compensation
No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1995, nor was any direct compensation
paid or payable by the Partnership to directors or officers of the General
Partner for the year ended December 31, 1995. The Partnership has no plans to
pay any such remuneration to any directors or officers of the General Partner in
the future.
See "Item 7 - Financial Statements", "Note B - Related Party Transactions," for
amounts of compensation and reimbursement of salaries paid by the Partnership to
the General Partner and its affiliates and the former general partner and former
affiliates.
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
As of February, 1996, no person was known to CEI to own of record or
beneficially more than 5 percent (5%) of the Units of the Partnership.
(b) Beneficial Owners of Management
Neither CEI nor any of the directors or officers or associates of CEI own
any Units of the Partnership of record or beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of February, 1996, the following persons were known to CEI to be the
beneficial owners of more than 5 percent (5%) of its common stock:
Number of Percent
Name and Address CEI Shares Of Total
GII Realty, Inc. 100,000 100%
One Insignia Financial Plaza
Greenville, SC 29602
GII Realty, Inc. is owned by MAE-ICC, Inc. (See "Item 1.")
Item 12. Certain Relationships and Related Transactions
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Partnership is a party. Please
refer to "Item 7 - Financial Statements", "Note B - Related Party Transactions,"
for the amounts and items of permissible compensation and fees paid to the
General Partner and its affiliates and other related parties for the last two
years.
The Partnership has paid property management fees based upon collected gross
rental revenues ("Rental Revenues") for property management services in each of
the years ended December 31, 1995 and 1994, respectively. A portion of such
property management fees equal to 4% of Rental Revenues has been paid to the
property management companies performing day-to-day property management services
and the portion equal to 1% of Rental Revenues has been paid to Partnership
Services, Inc. ("PSI") or its predecessor for advisory services related to day-
to-day property operations. In July 1993, Coventry Properties, Inc.
("Coventry"), an affiliate of the General Partner, assumed day-to-day property
management responsibility for the Partnership's property under the same
management fee arrangement as the unaffiliated management companies. In late
December 1994, management of the Partnership's property was assumed by an
affiliate of Insignia.
All of the above-referenced agreements with affiliates of CEI and related
parties of the Partnership are subject to the conditions and limitations imposed
by the Partnership Agreement.
Litigation with Former Related Parties
In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the other affiliated
partnerships' allowed claim at an aggregate $11 million. In March 1994, the
Partnership received 4,751 shares of Southmark Corporation Redeemable Series A
Preferred Stock and 34,747 shares of Southmark Corporation New Common Stock with
an aggregate market value on the date of receipt of approximately $35,000 and
$260,000 in cash representing the Partnership's share of the recovery, based on
its pro-rata share of the claims filed.
Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K filed during the fourth quarter of 1995:
A Form 8-K dated October 24, 1995 was filed reporting a change in the
ownership of GII Realty, Inc., the sole stockholder of the general
partner of the Registrant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
By: CONCAP EQUITIES, INC.
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: March 25, 1996
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/Carroll D. Vinson President Date: March 25, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Principal Date: March 25, 1996
Robert D. Long, Jr. Accounting Officer
INDEX OF EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
3 Certificates of Limited Partnership as amended to date
(Incorporated by reference to the Annual Report on Form
10-K for the year ended December 31, 1991).
10.3 Assignment and Assumption as to Certain Property
Management Services dated October 1, 1991, by and between
CCMLP and ConCap Capital Company. (Incorporated by
reference to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.4 Construction Management Cost Reimbursement Agreement
dated January 1, 1991, by and between the Partnership and
The Hayman Company. (Incorporated by reference to the
Annual Report on form 10-K for the year ended December
31, 1991).
10.5 Bill of Sale and Assignment dated October 23, 1990, by
and between CCEC and ConCap Services Company
(Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.6 Investor Services Agreement dated October 23, 1990, by
and between the Partnership and CCEC (Incorporated by
reference to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.7 Assignment and Assumption Agreement (Investor Services
Agreement) dated October 23, 1990, by and between CCEC
and ConCap Services Company. (Incorporated by reference
to the Annual Report on Form 10-K for the year ended
December 31, 1991).
10.8 Letter of Notice dated December 20, 1991, from
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution of
ConCap Services Company whereby PSI assumed the Investor
Services Agreement. (Incorporated by reference to the
Annual Report on Form 10-k for the year ended December
31, 1991).
10.9 Financial Services Agreement dated October 23, 1990, by
and between the Partnership and CCEC (Incorporated by
reference to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).
10.10 Assignment and Assumption Agreement (Financial Services
Agreement) dated October 23, 1990, by and between CCEC
and ConCap Capital Company (Incorporated by reference to
the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1990.)
10.11 Letter of Notice dated December 20, 1991, from PSI to the
Partnership regarding the change in ownership and
dissolution of ConCap Capital Company whereby PSI assumed
the Financial Services Agreement. (Incorporated by
reference to the Annual Report on Form 10-K for the year
ended December 31, 1991).
10.12 Property Management Agreement No. 516 dated June 1, 1993,
by and between the Partnership and Coventry Properties,
Inc.
10.13 Assignment and Assumption Agreement as to Certain
Property Management Services dated November 17, 1993, by
and between Coventry Properties, Inc. and Partnership
Services, Inc.
10.14 Stock and Asset Purchase Agreement, dated December 8,
1994 (the "Gordon Agreement"), among MAE-ICC, Inc. ("MAE-
ICC"), Gordon Realty Inc. ("Gordon"), GII Realty, Inc.
("GII Realty"), and certain other parties. (Incorporated
by reference to Form 8-K dated December 8, 1994)
10.15 Exercise of the Option (as defined in the Gordon
Agreement), dated December 8, 1994, between MAE-ICC and
Gordon. (Incorporated by reference to Form 8-K dated
December 8, 1994).
11 Statement regarding computation of Net Income per Limited
Partnership Unit (Incorporated by reference to Note 1 of
Item 8-Financial Statements of this Form 10-K).
16.1 Letter dated August 12, 1992, from Ernst & Young to the
Securities and Exchange Commission regarding change in
certifying accountant. (Incorporated in reference to
Form 8-K dated August 6, 1992).
16.2 Letter dated May 9, 1995 from the Registrant's former
independent accountant regarding its concurrence with the
statements made by the Registrant regarding a change in
the certifying accountant. (Incorporated by reference to
Form 8-K dated May 3, 1995).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Johnstown
Consolidated Income Partners/2 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000812431
<NAME> JOHNSTOWN CONSOLIDATED INCOME PARTNERS 2
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 424
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 2,186
<DEPRECIATION> 407
<TOTAL-ASSETS> 2,231
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,200
<TOTAL-LIABILITY-AND-EQUITY> 2,231
<SALES> 0
<TOTAL-REVENUES> 472
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 325
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147
<EPS-PRIMARY> 2.15
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
