FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1996
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: $438,000
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, 1996: 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" or "Registrant") 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, 1996. The Partnership gave no consideration for the Units retired.
By the end of fiscal year 1988, approximately 74% of the proceeds raised had
been invested in a mortgage loan (a joint loan in which the Partnership owned 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, 1996, the Partnership's only asset was a two-thirds undivided
interest in a mini-warehouse located in Lauderhill, Florida.
As of December 31, 1996, 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 the property owned by the Partnership. 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, 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, the Insignia
affiliate 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, the Insignia affiliate
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, 1996, the Partnership
owns a two-thirds undivided interest in the mini-warehouse noted below:
Date of
Property Purchase Type of Ownership Use
Florida #6 Mini-Warehouse 11/01/90 Fee ownership 61,121 sq. ft.
Lauderhill, Florida storage facility
SCHEDULE OF INVESTMENT PROPERTY HELD FOR SALE:
(in thousands)
Net
Carrying
Property Value
Florida #6 Mini-Warehouse $1,701
See "Note A" of the Financial Statements included in "Item 7" for a description
of the Partnership's former depreciation policy. Effective December 31, 1996,
the Partnership's investment property was classified as investment property held
for sale. Accordingly, the property has been recorded at the lower of carrying
amount or fair value less costs to sell and no additional depreciation expense
will be recorded during the period the assets are held for sale.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual
Rental Rates Average
(Per sq. ft.) Occupancy
Property 1996 1995 1996 1995
Florida #6 Mini-Warehouse $11.04 $10.44 90% 90%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. The General Partner believes that the Florida #6 Mini-
Warehouse is adequately insured.
SCHEDULE OF REAL ESTATE TAXES AND RATES:
The Partnership's two-thirds share of real estate taxes and rates in 1996 for
the property were (dollar amounts in thousands):
1996 1996
Billing Rate
Florida #6 Mini-Warehouse $51 2.4%
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Registrant 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
On September 20, 1996, the General Partner distributed a consent solicitation to
the Limited Partners to modify the Partnership Agreement for a certain proposal
(the "Proposal") as described in the proxy statement. The Registrant filed a
definitive Schedule 14A Information Statement with the Securities and Exchange
Commission concurrent with the distribution of the consent solicitation.
The General Partner formulated the Proposal to amend the Partnership Agreement
to authorize the General Partner to sell all or substantially all of the
Partnership's assets to unaffiliated entities pursuant to a binding agreement to
be entered into on or before June 30, 1997, at a price of not less than
$2,000,000. A consequence of the closing of such a sale would likely be the
dissolution and termination of the Partnership.
On November 22, 1996, the proposal was adopted with a majority of the
outstanding units approving the proposal. The Unitholders voted 53% in favor of
the matter, 5% opposed or abstained and 42% did not respond. The General
Partner is currently in negotiations to sell the Florida #6 Mini-Warehouse. It
is not certain that these negotiations will be successful.
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 598 as of December 31, 1996
(C) The following table sets forth a summary of distributions to the partners
during the years ended December 31, 1996 and 1995 (amounts in thousands):
Years Ended December 31,
1996 1995
Distributions to partners -- $ 200
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.
Cumulative distributions to the Unitholders since the inception of the
Partnership totaled approximately $5.3 million at December 31, 1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
The Partnership realized net income of approximately $124,000 for the year ended
December 31, 1996, compared to net income of approximately $147,000 for the year
ended December 31, 1995.
Rental income increased for the year ended December 31, 1996, compared to the
year ended December 31, 1995, due to increased rental rates at the Partnership's
investment property as noted above in "Item 2". Other income decreased due to
the non-recurring nature of the dividends received on the Partnership's
investment in Southmark Preferred Stock during 1995. Operating expenses
decreased for the year ended December 31, 1996, compared to the year ended
December 31, 1995, due to reduced personnel costs. Maintenance expense decreased
due to reduced yard and grounds contract fees. Property tax expense increased
due to an increase in the assessed value of the property.
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, 1996, at its
estimated 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, 1996, the Partnership held cash and cash equivalents of
approximately $633,000 compared to approximately $424,000 at December 31, 1995.
Net cash provided by operating activities decreased primarily due to the
Partnership receiving no dividend income from the Southmark stock in 1996,
partially offset by increased rental income and reduced expenses as discussed
above. Net cash provided by investing activities decreased as a result of the
Partnership investing in shorter term cash equivalents during 1996 rather than
longer term securities. Net cash used in financing activities decreased due to
the absence of partner distributions for the year ended December 31, 1996.
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 $633,000 at December 31, 1996, 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, a property sale and the
availability of cash reserves. As part of the Partnership's ongoing attempt to
maximize the return to the Unitholders, the General Partner is currently in
negotiations to sell 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, 1996, no cash distributions
were declared or paid compared to cash distributions of approximately $200,000
during the year ended December 31, 1995.
ITEM 7. FINANCIAL STATEMENTS
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996
and 1995
Statements of Changes in Partners- Capital (Deficit) - Years ended December
31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
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, 1996, and the related statements of operations,
changes in partners- capital (deficit) and cash flows for each of the two years
in the period ended December 31, 1996. 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 audits.
We conducted our audits 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 audits provide 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, 1996, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
January 24, 1997
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 633
Accounts receivable 4
Escrow for taxes 6
Other assets 7
Investment property held for sale 1,701
$2,351
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 2
Other liabilities 25
Partners' Capital (Deficit)
General partner $ (37)
Corporate limited partners - on behalf
of the Unitholders - (67,814 Units
issued and outstanding) 2,361 2,324
$2,351
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 400 $ 372
Other income 38 100
Total revenues 438 472
Expenses:
Operating 87 97
General and administrative 80 82
Maintenance 17 21
Depreciation 79 80
Property taxes 51 45
Total expenses 314 325
Net income $ 124 $ 147
Net income allocated to general partners (1%) $ 1 $ 1
Net income allocated to limited partners (99%) 123 146
$ 124 $ 147
Net income per Unit of Depositary Receipt $ 1.81 $ 2.15
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Unitholders
Units of Units of
Depositary General Depositary
Receipt Partner Receipt Total
Original capital contributions 68,854 $ 1 $ 6,885 $ 6,886
Partners' capital (deficit)
at December 31, 1994 67,814 (37) 2,290 2,253
Distributions -- (2) (198) (200)
Net income for the year ended
December 31, 1995 -- 1 146 147
Partners' capital (deficit) at
December 31, 1995 67,814 (38) 2,238 2,200
Net income for the year ended
December 31, 1996 -- 1 123 124
Partners' capital (deficit) at
December 31, 1996 67,814 $ (37) $ 2,361 $ 2,324
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
STATEMENTS OF CASH FLOWS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income $ 124 $ 147
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 79 80
Change in accounts:
Accounts receivable 6 (7)
Escrow for taxes 2 (4)
Other assets 3 37
Accounts payable (3) 2
Other liabilities (1) 15
Net cash provided by operating
activities 210 270
Cash flows from investing activities:
Property improvements and replacements (1) (1)
Purchase of investments -- (453)
Proceeds from sale of investments -- 656
Net cash (used in) provided by
investing activities (1) 202
Cash flows used in financing activities:
Distributions to partners -- (200)
Net increase in cash and cash equivalents 209 272
Cash and cash equivalents at beginning of year 424 152
Cash and cash equivalents at end of year $ 633 $ 424
See Accompanying Notes to Financial Statements
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Johnstown/Consolidated Income Partners/2 (the "Partnership" or "Registrant"),
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, 1996, 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 Receipt ("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 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, this Insignia affiliate 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
stand still 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, the Insignia affiliate 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.
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.
During the fourth quarter of 1996, the partners voted to market the property
for sale for not less than $2 million for the Partnership's portion. In
accordance with "FASB No. 121" at December 31, 1996, the Partnership has
classified its investment property as held for sale. The property has been
recorded at the lower of carrying amount or fair value less costs to sell.
Depreciation
Buildings and improvements were depreciated on the straight-line basis over an
estimated useful life of 3 to 20 years. Effective December 31, 1996, the
property was classified as investment property held for sale and no additional
depreciation expense will be recorded during the period the assets are held for
sale.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and in banks, demand deposits,
money market funds, and certificates of deposit with original maturities of
less than 90 days. At certain times the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Reclassifications
Certain reclassifications have been made to the 1995 information to conform to
the 1996 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.
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 approximately $7,000 and $8,000 in 1996 and 1995,
respectively, 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 Receipt ("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 property management fees based upon collected gross
rental revenues for property management services in each of the years ended
December 31, 1996 and 1995. Property management fees of approximately $25,000
and $24,000 were paid to affiliates of the General Partner for the years ended
December 31, 1996 and 1995, respectively. These fees are included in operating
expenses.
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. Reimbursements for services of
affiliates of approximately $29,000 and $40,000 were paid to the General
Partner and its affiliates for the years ended December 31, 1996 and 1995,
respectively.
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, 1996, 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 $633,000 exceeded the
Partnership's reserve requirement of approximately $73,000 at December 31,
1996.
NOTE E - DISTRIBUTIONS
During September 1995, the Partnership declared and paid distributions,
attributable to cash flow from operations, of approximately $200,000 to the
Unitholders.
NOTE F - INVESTMENT PROPERTY HELD FOR SALE
(in thousands)
Initial Cost
To Partnership (a)
Buildings Net Cost
and Related Reduced
Personal Subsequent to
Description Land Property Acquisition (a)
Florida #6
Mini-Warehouse $ 650 $1,517 $ (466)(b)
(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.
(b) Effective December 31, 1996, the Partnership determined that the property
was held for sale.
Gross Amount at Which Carried
At December 31, 1996 (a)
Buildings
And Related
Personal Date
Description Land Property Total Acquired
Florida #6 Mini-Warehouse $650 $1,051 $1,701 11/01/90
(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.
Effective December 31, 1996, the Partnership's investment property was
classified as investment property held for sale. Accordingly, the property has
been recorded at the lower of carrying amount or fair value less costs to sell
and no additional depreciation expense will be recorded during the period the
assets are held for sale.
Reconciliation of "Investment Property Held for Sale" (in thousands):
Years Ended December 31,
1996 1995
Investment Property
Balance at beginning of year $2,186 $2,185
Property improvements 1 1
Balance at End of Year $2,187 $2,186
Accumulated Depreciation
Balance at beginning of year $ 407 $ 327
Additions charged to expense 79 80
Balance at End of Year $ 486 $ 407
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $2,143,000 and $2,142,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995, is approximately $251,000 and $203,000, respectively.
NOTE G - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net income as reported and Federal taxable income
result primarily from (1) depreciation over different methods and lives and on
differing cost bases of apartment properties, (2) change in rental income
received in advance. The following is a reconciliation of reported net income
and Federal taxable income (in thousands, except unit data):
1996 1995
Net income as reported $ 124 $ 147
Add (deduct):
Depreciation differences 31 32
Unearned income (3) 23
Other -- (3)
Accruals and prepaids 14 3
Federal taxable income $ 166 $ 202
Federal taxable income
per limited partnership unit $2.42 $2.96
The following is a reconciliation between the Partnership's reported amounts
and Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $ 2,324
Land and buildings (44)
Accumulated depreciation 235
Syndication and distribution costs 798
Other 262
Net assets - Federal tax basis $ 3,575
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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, 1996, their ages
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
William H. Jarrard, Jr. 50 President
Ronald Uretta 41 Vice President/Treasurer
Martha L. Long 37 Controller
John K. Lines, Esq. 37 Vice President/Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been President of CEI since December 1996 and
Managing Director - Partnership Administration of Insignia since January 1991.
Mr. Jarrard served as Managing Director - Partnership Administration and Asset
Management from July 1994 until January 1996.
Ronald Uretta has been Vice President/Treasurer of CEI since December 1996 and
Insignia's Treasurer since January 1992. Since August 1996, he has also served
as Insignia's Chief Operating Officer. He has also served as Insignia's
Secretary from January 1992 to June 1994 and as Insignia's Chief Financial
Officer from January 1992 to August 1994. Since September 1990, Mr. Uretta has
also served as the Chief Financial Officer and Controller of Metropolitan Asset
Group.
Martha L. Long has been Controller of CEI since December 1996 and Senior Vice
President - Finance and Controller of Insignia since January 1997. In June
1994, Ms. Long joined Insignia as its Controller, and was promoted to Senior
Vice President - Finance in January 1997. Prior to that time, she was Senior
Vice President and Controller of The First Savings Bank, FSB in Greenville, SC.
John K. Lines, Esq. has been Secretary of CEI since December 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 and
Assistant Secretary of Insignia since 1991. During the five years prior to
joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
CEI is the general partner of the Partnership and 13 other Affiliated
Partnerships as of December 31, 1996.
ITEM 10. EXECUTIVE COMPENSATION
No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1996, 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, 1996. 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, 1997, 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, 1997, 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 an affiliate of Insignia. (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 for property management services in each of the years ended
December 31, 1996 and 1995, respectively.
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.
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES 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 filed during the fourth quarter of 1996:
None.
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/William H. Jarrard, Jr.
President
By: /s/Ronald Uretta
Ronald Uretta
Vice President/Treasurer
Date: March 18, 1997
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/William H. Jarrard, Jr. President
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President/Treasurer
Ronald Uretta
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).
10.16 Exercise of the remaining portion 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 October 24, 1995)
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 1996 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-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 633
<SECURITIES> 0
<RECEIVABLES> 4
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 1,701<F3>
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,351
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,324
<TOTAL-LIABILITY-AND-EQUITY> 2,351
<SALES> 0
<TOTAL-REVENUES> 438
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 314
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 124
<EPS-PRIMARY> 1.81<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F3>Investment property held for sale.
<F2>Multiplier is 1.
</FN>
</TABLE>
