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FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period from........to.........
Commission file number 0-11723
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
(Exact name of registrant as specified in its charter)
California 94-2883067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
Issuer's telephone number
(864) 239-1000
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not 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-K or any amendment to this Form 10-K. [X] (Amended by Exch Act Rel
No. 28869, eff. 5/1/91.)
State the aggregate market value of the Limited Partnership Units ("Units") 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, 1998. No market exists for the limited
partnership interests of the Registrant, and, therefore no aggregate market
value can be determined.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Consolidated Capital Institutional Properties/2 (the "Partnership") was
organized on April 12, 1983, as a limited partnership under the California
Uniform Limited Partnership Act. On July 22, 1983, the Partnership registered
with the Securities and Exchange Commission ("SEC") under the Securities Act of
1933 (File No. 2-83540) and commenced a public offering for sale of Units. The
Units represent equity interests in the Partnership and entitle the holders
thereof to participate in certain allocations and distributions of the
Partnership. The sale of Units terminated on July 21, 1985, with 912,182 units
sold at $250 each, or gross proceeds of approximately $227.8 million to the
Partnership. As permitted under its Partnership Agreement (the original
partnership agreement of the Partnership with all amendments shall be referred
to as the "Partnership Agreement"), the Partnership has repurchased and retired
a total of 3,048 Units for a total of $611,000. The Partnership may, at its
absolute discretion, repurchase Units, but is under no obligation to do so.
Since its initial offering, the Registrant has not received, nor are limited
partners required to make, additional capital contributions.
Upon the Partnership's formation in 1983, CCEC, a Colorado corporation, was the
corporate general partner. In 1988, through a series of transactions, Southmark
Corporation ("Southmark") acquired controlling interest in CCEC. In December
1988, CCEC filed for reorganization under Chapter 11 of the United States
Bankruptcy Code ("Chapter 11"). In 1990, as part of CCEC's reorganization plan,
ConCap Equities, Inc. ("CEI" or the General Partner) acquired CCEC's general
partner interests in the Partnership and 15 other affiliated public limited
partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing
general partner in all 16 partnerships. The selection of CEI as the general
partner was approved by a majority of the limited partners in the Partnership
and in each of the Affiliated Partnerships pursuant to a solicitation of the
Limited Partners dated August 10, 1990. As part of this solicitation, the
Limited Partners also approved an amendment to the Partnership Agreement to
limit changes of control of the Partnership. The General Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"). The
Partnership Agreement provides that the Partnership is to terminate on December
31, 2013 unless terminated prior to such date.
On October 30, 1997, an affiliate of the General Partner (the "Purchaser")
commenced tender offers for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 300,000 of the outstanding units of
limited partnership interest in the Partnership, at $40.00 per Unit, net to the
seller in cash. As a result of the October 1997 tender offer, an affiliate of
the General Partner purchased 164,940.99 of the outstanding limited partner
units of the Partnership during December 1997 and an additional 4,164.30 in
February 1998.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Second Purchaser offered to purchase up to 300,000 of the
outstanding units of limited partnership interest in the Partnership, at $50 per
Unit, net to the seller in cash. As a result of the July 1998 tender offer, an
Insignia affiliate purchased 69,765.60 of the outstanding limited partner units
of the Partnership during November 1998.
The Partnership's primary business and only industry segment is real estate
related operations. See "Item 8. Financial Statements - Note I" for detailed
disclosure of the Partnership's Segment Reporting. The Partnership was formed,
for the benefit of its Limited Partners (herein so called and together with the
General Partner shall be called the "Partners"), to lend funds to Equity
Partners/Two ("EP/2"), a California general partnership in which certain of the
partners were former shareholders and former management of CCEC, the former
corporate general partner of the Partnership. See "Status of Master Loan" for a
description of the loan and settlement of EP/2's bankruptcy. Through December
31, 1998, the Partnership advanced a total of approximately $183,470,000 to EP/2
and its successor under the Master Loan (as defined in "Status of the Master
Loan"). As of December 31, 1998, the balance of the Master Loan, net of the
allowance for possible losses, was approximately $51,485,000. EP/2 used the
proceeds from these loans to acquire eleven (11) apartment buildings and ten
(10) office complexes, which collateralized the Master Loan. EP/2's successor
in bankruptcy (as more fully described in "Status of Master Loan") currently
owns four (4) apartment buildings, and seven (7) office complexes which secure
the Master Loan.
On September 12, 1996, the Partnership sold its sole investment property, North
Park Plaza, to an unaffiliated purchaser. This property was acquired by the
Partnership when it foreclosed on a defaulted loan. Net proceeds, after closing
costs, were approximately $2,004,000. The disposition resulted in a loss of
approximately $90,000.
The Registrant has no employees. Management and administrative services are
performed by the General Partner and by agents of the General Partner.
Status of Master Loan
Prior to 1989, the Partnership had loaned funds totaling approximately
$176,000,000 to EP/2 subject to a non-recourse note (the "Master Loan"),
pursuant to the Master Loan Agreement dated July 22, 1983, between the
Partnership and EP/2. The Partnership secured the Master Loan with deeds of
trust or mortgages on real property purchased with the funds advanced as well as
by the assignment and pledge of promissory notes from the partners of EP/2.
During 1989, EP/2 defaulted on certain interest payments that were due under the
Master Loan. Before the Partnership could exercise its remedies for such
defaults, EP/2 filed for bankruptcy protection in a Chapter 11 reorganization
proceeding. On October 18, 1990, the bankruptcy court approved EP/2's
consensual plan of reorganization (the "Plan"). In November 1990, EP/2 and the
Partnership consummated a closing under the Plan pursuant to which, among other
things, the Partnership and EP/2 executed an amended and restated loan agreement
(the "New Master Loan Agreement"), EP/2 was converted from a California general
partnership to a California limited partnership, Consolidated Capital Equity
Partners/Two, L.P. ("CCEP/2"), and CCEP/2 renewed the deeds of trust and
mortgages on all the properties collaterally securing the New Master Loan
Agreement. ConCap Holdings, Inc. ("CHI"), a Texas corporation and wholly-owned
subsidiary of CEI, is the sole general partner of CCEP/2 and an affiliate of the
Partnership. The general partners of EP/2 became limited partners in CCEP/2.
CHI has full discretion with respect to conducting CCEP/2's business, including
managing CCEP/2's properties and initiating and approving capital expenditures
and asset dispositions and refinancings. Under the new partnership agreement,
CCEP/2 is managed by CHI primarily for the benefit of the Partnership. CCEP/2's
primary objective is to conduct its business to maximize the Partnership's
recovery under the New Master Loan Agreement.
Under the terms of the New Master Loan Agreement, interest accrues at 10% and
payments are due quarterly in an amount equal to Excess Cash Flow, generally
defined in the New Master Loan Agreement as net cash flow from operations after
third-party debt service and capital improvements. If such Excess Cash Flow
payments are less than the current accrued interest during the quarterly period,
the unpaid interest is added to principal, compounded annually, and is payable
at the loan's maturity. If such Excess Cash Flow payments are greater than the
current accrued interest, the excess amount is applied to the principal balance
of the loan. Any net proceeds from sale or refinancing of any of CCEP/2's
properties are paid to the Partnership under the terms of the New Master Loan
Agreement. The Master Loan matures in November 2000.
Effective January 1, 1993, the Partnership and CCEP/2 amended the New Master
Loan Agreement to stipulate that Excess Cash Flow would be computed net of
capital improvements. Such expenditures were formerly funded from advances on
the Master Loan from the Partnership to CCEP/2. This amendment and change in
the definition of Excess Cash Flow will have the effect of reducing the
Partnership's interest income from the Master Loan by the amount of CCEP/2's
capital expenditures since such amounts were previously excluded from Excess
Cash Flow.
Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Segments
Segment data for the years ended December 31, 1998, 1997 and 1996 is included in
"Item 8. Financial Statements _ Note I" and is an integral part of the Form 10-
K.
ITEM 2. PROPERTY
The Partnership's sole investment property, North Park Plaza, was sold in
September 1996. As of December 31, 1997 and 1998, the Partnership has no real
estate assets.
ITEM 3. LEGAL PROCEEDINGS
In May 1997, the Partnership was named as a defendant in a lawsuit brought by
PHC Construction Corporation in the Circuit Court for Oakland County, Michigan.
Additional complaints were filed in November 1997 and July 1998 entitled PHC
Construction Corporation v. Consolidated Capital Institutional Properties/2 et
al by PHC Construction against the Partnership, CCEP/2 and other defendants.
Several of these lawsuits have been consolidated. The complaints arise from
construction services allegedly performed by the plaintiff at the North Park
Plaza Building in Southfield, Michigan prior to the sale of that property in
September 1996. The complaints assert claims for breach of contract, quantum
meruit, promissory estoppel and constructive trust. On October 23, 1998 this
lawsuit was settled for $615,000. The Partnership was responsible for $61,000
of the settlement, and the settlement was paid on October 30, 1998 from reserves
that were previously set up to fund the settlement.
In January 1998, a limited partner of the Partnership commenced an arbitration
proceeding against an affiliate of the General Partner claiming that the
affiliate of the General Partner had breached certain contractual and fiduciary
duties allegedly owed to the claimant. The General Partner believes the claim
to be without merit and intends to vigorously defend the claim. The General
Partner is unable to determine the costs associated with this claim at this
time.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, the plaintiffs have filed an amended complaint. The General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The General partner does not
anticipate that costs associated with this case, if any, to be material to the
Partnership's overall operations.
In April 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled BOND PURCHASE LLC V. IFGP
CORPORATION C/O CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, ET AL. The
complaint claims that the Partnership and an affiliate of the General Partner
breached certain contractual and fiduciary duties allegedly owed to the claimant
and seeks damages and injunctive relief. The General Partner believes the
claims to be without merit and intends to vigorously defend the claims. The
General Partner is unable to determine the costs associated with this claim at
this time.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES LLC. V.
INSIGNIA FINANCIAL GROUP, INC. ET AL. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled on March 3, 1999. The
Partnership is responsible for a portion of the settlement costs. The expense
will not have a material effect on the Partnership's operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, no matter was submitted to a vote of
the unit holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
SECURITY HOLDER MATTERS
The Partnership, a publicly-held limited partnership, offered and sold 912,182
limited partnership units aggregating $227,800,000. The Partnership currently
has 34,171 holders of record owning an aggregate of 909,134 Units. Affiliates
of the General Partner owned 272,949 Units or 30.02% at December 31, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.
In March and September of 1998, the Partnership distributed approximately
$1,500,000 and $1,485,000, respectively, all to the limited partners ($1.65 and
$1.63 per limited partnership unit). These distributions were from surplus
funds as a result of the sale of one of the CCEP/2 properties late in 1997,
which was passed up to the Partnership in 1997 as a reduction in principal of
the Master Loan. In April 1997, the Partnership distributed approximately
$9,992,000 to the partners. The limited partners received approximately
$9,982,000 ($10.98 per limited partnership unit) and the General Partners
received approximately $10,000. Of the total distribution amount, approximately
$9,000,000 was from surplus funds as a result of the refinancing of the CCEP/2
properties. These funds were passed up to the Partnership as a reduction in
principle of the Master Loan. These funds were distributed 100% to the limited
partners. The remaining distribution amount of approximately $992,000 was from
operations which is allocated based on 1% to the general partner and 99% to the
limited partners. A subsequent distribution of $323,000 ($.36 per limited
partnership unit) from surplus funds and approximately $4,177,000 ($4.55 per
limited partnership unit) from operations was distributed to the Partners during
January 1999. There can be no assurance, however, that the Partnership will
generate sufficient funds from operations to permit any additional distributions
to its partners in 1999 or subsequent periods. In addition, the Partnership is
restricted from making distributions if reserves equal to 5% of Net Invested
Capital are not maintained.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth a summary of certain financial data for the
Partnership. This summary should be read in conjunction with the Partnership's
financial statements and notes thereto appearing in "Item 8 - Financial
Statements and Supplementary Data."
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996 1995 1994
Total Revenues $ 15,367 $ 6,755 $ 2,070 $ 4,065 $ 4,357
Total Expenses (820) (480) (2,649) (6,681) (15,093)
Net income (loss) $ 14,547 $ 6,275 $ (579) $ (2,616) $(10,736)
Net income (loss) per
Limited Partnership Unit:
Net income (loss) $ 15.84 $ 6.83 $ (.63) $ (2.85) $ (11.69)
Distributions per Limited
Partnership Unit $ 3.28 $ 10.98 $ -- $ 3.27 $ --
Limited Partnership Units
outstanding 909,134 909,134 909,138 909,138 909,145
AS OF DECEMBER 31,
BALANCE SHEETS 1998 1997 1996 1995 1994
(in thousands)
Total assets $62,466 $50,906 $54,636 $55,494 $ 61,073
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The matters discussed in this Form 10-K contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-K and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
1998 Compared with 1997
The Partnership reported net income of approximately $14,547,000 and $6,275,000
for the years ended December 31, 1998 and 1997, respectively. The increase in
net income is due to an increase in total revenues which was slightly offset by
an increase in expenses. The increase in revenue is due primarily to the
reduction of provision for impairment loss and to a lesser extent an increase in
interest income on net investment in Master Loan to affiliate. As discussed in
"Item 8. Note C - Net Investment in Master Loan," the Partnership recorded
interest income of approximately $1,200,000 and $870,000 and recorded a
reduction of allowance for impairment loss of approximately $13,586,000 and
$5,328,000 for the years ended December 31, 1998 and 1997, respectively. The
allowance for impairment loss was reduced because the fair value of the
collateral properties underlying the Master Loan was increased as a result of
capital improvements and repairs performed over the last few years, changing
market conditions and improved operations at such properties which include
increased occupancy rates. (See table and comments below for details of the
average annual occupancy and rental rates for 1998, 1997 and 1996.) Without
giving effect to the reduction of provision for impairment loss, the Partnership
generated net income for the year ended December 31, 1998 of $961,000 as
compared to $947,000 for the year ended December 31, 1997. Expenses increased
due to an increase in general and administrative expenses resulting from
increased legal fees. Legal fees increased due to the lawsuits discussed in
"Item 3. Legal Proceedings".
1998 Average Annual1997 Average Annual1996 Average Annual
Rental Rental Rental
Occupancy Rate Occupancy Rate Occupancy Rate
RESIDENTIAL
Canyon Crest 96 % $8,776 96 % $ 8,485 95 % $8,100
Highcrest Townhomes 95 % 10,298 95 % 9,789 94 % 9,559
Windemere 95 % 7,106 95 % 6,583 94 % 5,985
Village Brooke 88 % 7,700 90 % 7,324 89 % 7,116
COMMERCIAL (1)
Lahser Center I 96 % 14.10 96 % 13.80 87 % 12.06
Lahser Center II 95 % 13.49 100 % 13.33 100 % 13.64
Crescent Centre 97 % 12.42 86 % 12.76 93 % 10.91
Richmond Plaza 85 % 12.58 89 % 11.68 90 % 11.40
Town Center Plaza 90 % 13.98 75 % 12.90 71 % 13.43
Central Park Plaza 96 % 15.02 97 % 14.68 95 % 12.68
Civic Center 98 % 14.65 95 % 13.82 90 % 13.66
(1) Commercial average annual rental rate is per square foot.
The General Partner attributes the increase in the net realizable value of the
collateral properties securing the Master Loan, with the exception of Richmond
Plaza, to an increase in occupancy and/or average rental rates as presented in
the table above. The increase in occupancy at the properties is attributable to
approximately $9,721,000 of combined capital improvements that have been made to
most of the properties over the past few years. These improvements were funded
from the various properties' operations and cash flows as the advances from the
Partnership to CCEP/2 for operating needs total approximately $1,150,000 for
1998, 1997 and 1996. The underlying asset values of the properties support the
net reduction in the allowance for impairment loss of $13,586,000 recorded
during 1998. During the fourth quarter of 1998, the Partnership recorded a
$14,000,000 increase in the allowance for impairment loss due to the continuing
evaluation of the collateral properties resulting from appraisals received
during February 1999 on several of the collateral properties and additional
information received concerning Richmond Plaza. Richmond Plaza is not suitable
for multi-use tenants. In order for the property to service multi-use tenants
extensive capital improvements would be needed to be made to the property.
At the current time such improvements are not intended to be made and
accordingly this fact along with the decrease in occupancy at Richmond
Plaza contributes to the decrease in the underlying value of this
asset partially offsetting the increases in the underlying value of the other
properties.
1997 Compared with 1996
The Partnership's net income for the year ended December 31, 1997, was
approximately $6,275,000 versus a net loss of approximately $579,000 for the
year ended December 31, 1996. The increase in net income is primarily
attributable to an increase in revenues and to a lesser extent a decrease in
expenses. Revenue increased primarily has a result of the reduction of
provision for impairment loss and to a lesser extent the increase in income
recognized on the Master Loan and an increase in interest income all of which
was offset by the lack of any rental income in 1997. As discussed in "Item 8.
Note C - Net Investment in Master Loan," the Partnership recorded interest
income from investment on Master Loan to affiliate of approximately $870,000 for
the year ended December 31, 1997 and none for the year ended December 31, 1996.
In addition a reduction of allowance for impairment loss of approximately
$5,328,000 for the year ended December 31, 1997 as compared to $362,000 for the
year ended December 31, 1996 was recognized. The reduction in allowance for
impairment loss recognized is due to the increase in fair value of the
collateral properties underlying the Master Loan and improved operations at such
properties. Interest income on investments increased due to an increase in cash
balances and higher yields on those investments. Expenses decreased due to the
fact that the Partnership had no expenses in 1997 other than general and
administrative expenses which decreased due to a decrease in reimbursements to
affiliates and professional fees.
On September 12, 1996, the Partnership sold North Park Plaza to an unaffiliated
party. The property was sold in an effort to maximize the Partnership's return
on its investment. The Partnership received net proceeds of approximately
$2,004,000 after payment of closing costs. This disposition resulted in a loss
of approximately $90,000.
Liquidity and Capital Resources
At December 31, 1998 the Registrant had cash and cash equivalents of
approximately $10,969,000 as compared to approximately $12,417,000 at December
31, 1997. The net decrease in cash and cash equivalents is due to $65,000 of
cash used in investing activities and $2,985,000 of cash used in financing
activities which was partially offset by $1,602,000 of cash provided by
operating activities. Cash used in investing activities consisted of advances
on the Master Loan which was partially offset by principal receipts on the
Master Loan. Cash used in financing activities consisted of distributions to
partners.
At December 31, 1997, the Registrant had cash and cash equivalents of
approximately $12,417,000 versus approximately $18,478,000 at December 31, 1996.
The decrease in cash and cash equivalents is due to $9,992,000 of cash used in
financing activities which was offset by $313,000 of cash provided by operating
activities and $3,618,000 of cash provided by investing activities. Cash
provided by investing activities consisted of advances and principal receipts on
the Master Loan which was partially offset by advances on the Master Loan. Cash
used in financing activities consisted of distributions to partners.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required to meet the ongoing operating needs of the Partnership and
to comply with Federal, state and local legal and regulatory requirements. Such
assets are currently thought to be sufficient for any near-term needs of the
Partnership. See "CCEP/2 Property Operations" for discussion on CCEP/2's
ability to provide future cash flow as Master Loan debt service. The Partnership
made distributions totaling approximately $2,985,000 ($3.28 per limited
partnership unit) during the twelve months ended December 31, 1998. During the
twelve months ended December 31, 1997, the Partnership made a distribution of
approximately $9,992,000 ($10.98 per limited partnership unit). There were no
distributions made during the year ended December 31, 1996. During January 1999,
the Partnership made a distribution of approximately $4,500,000. Future cash
distributions will depend on CCEP/2's ability to make payments on account of the
Master Loan and the availability of cash reserves. The Partnership's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Partnership will have sufficient funds from
operations to permit any additional distributions to its partners in 1999 or
subsequent periods.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined by the Partnership Agreement. Reserves, including cash and cash
equivalents, totaling approximately $10,969,000, were greater than the reserve
requirement of approximately $7,007,000 at December 31, 1998.
CCEP/2 Property Operations
CCEP/2 had a net loss of approximately $22,613,000 for the year ended December
31, 1998, versus a net loss of approximately $19,882,000 for the year ended
December 31, 1997. This increase in net loss was primarily due to the gain on
sale of property in 1997. CCEP/2 recognizes interest expense on the New Master
Loan Agreement obligation according to the note terms, although payments to the
Partnership are required only to the extent of Excess Cash Flow, as defined
therein. During 1998, CCEP/2's consolidated statement of operations includes
total interest expense attributable to the Master Loan of $23,809,000.
Approximately $1,200,000 of required cash flow payments were made to CCIP/2
during 1998 and classified as interest income. CCEP/2 is expected to continue
to generate operating losses as a result of such interest accruals and non cash
charges for depreciation.
The Partnership invested approximately $220,000 in CCEP/2 during 1998 as
advances under the Master Loan. This money was used by CCEP/2 to fund its
portion of the payment for the settlement of the PHC Construction Corporation
lawsuit as discussed in "Item 3. Legal Proceedings". During the year ended
December 31, 1998, the Partnership received approximately $155,000 as principal
payments on the Master Loan consisting of required cash flow payments. These
funds are required to be transferred to the Partnership under the terms of the
Master Loan.
On December 2, 1997, CCEP/2 sold Cosmopolitan Center to an unrelated third party
for a contract price of $3,500,000 which resulted in a net gain of approximately
$2,739,000. The Partnership received net proceeds of approximately $3,307,000
which were remitted to CCIP/2 to pay down the Master Loan.
Richmond Plaza's mortgage indebtedness of approximately $14,232,000 matured in
March 1995, with waivers of the default obtained from the lender through June
15, 1996. The Partnership continued making the monthly payment of approximately
$132,000 under the terms of the original note through September 30, 1996, while
negotiating the refinancing with the original lender. During the negotiation
period, the lender did not issue a formal waiver but continued to accept
payments under the terms of the original note. On October 1, 1996, the
Partnership signed a promissory note with the existing mortgage holder for
$14,500,000 with an interest rate of 7.875% and a maturity date of June 1, 2000.
The Partnership's new monthly interest only payment is approximately $95,000 and
the first payment was due on December 1, 1996.
On November 13, 1996, CCEP/2 was successful in obtaining financing on Canyon
Crest, Highcrest Townhomes, and Windmere. Gross proceeds from the financing
were $9,000,000. The mortgage notes encumbering the properties carry a stated
interest rate of 7.33% with balloon payments due on November 1, 2003.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7A. MARKET RISK FACTORS.
The Partnership is exposed to market risks associated with its Master Loan to
Affiliate ("Loan"). Receipts (interest income) on the Loan are based upon the
operations and cash flow of the underlying investment properties that
collateralize the Loan. Both the income and expenses of operating the
investment properties are subject to factors outside of the Partnership's
control, such as an oversupply of similar properties resulting from
overbuilding, increases in unemployment or population shifts, reduced
availability of permanent mortgage financing, changes in zoning laws, or changes
in the patterns or needs of users. The investment properties are also
susceptible to the impact of economic and other conditions outside of the
control of the Partnership as well as being affected by current trends in the
market area which they operate. In this regard, the General Partner of the
Partnership closely monitors the performance of the properties collateralizing
the loans.
Based upon the fact that the loan is considered impaired under Statement of
Financial Accounting Standard No. 114, "Accounting by Creditor for Impairment of
a Loan", interest rate fluctuations do not affect the recognition of income, as
income is only recognized to the extent of cash flow. Therefore, market risk
factors do not affect the Partnership's results of operations as it relates to
the Loan. See "Item 8. Financial Statements and Supplementary Data _ Note C"
for further information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Balance Sheets as of December 31, 1998 and 1997
Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit) for the Years
Ended December 31, 1998, 1997 and 1996
Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Institutional Properties/2
We have audited the accompanying balance sheets of Consolidated Capital
Institutional Properties/2 as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital (deficit) and cash flows for each of
the three years in the period ended December 31, 1998. 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 Consolidated Capital
Institutional Properties/2 at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
March 31, 1999
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
BALANCE SHEETS
(in thousands, except unit data)
DECEMBER 31,
1998 1997
Assets
Cash and cash equivalents $ 10,969 $ 12,417
Interest receivable on Master Loan -- 634
Other assets 12 21
Investment in Master Loan to affiliate 80,614 80,549
Less: Allowance for impairment loss (29,129) (42,715)
51,485 37,834
$ 62,466 $ 50,906
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ -- $ 6
Other liabilities 14 10
Distributions payable 141 141
155 157
Partners' Capital (Deficit)
General Partner (362) (507)
Limited Partners - (909,134 outstanding at
December 31, 1998 and 1997.) 62,673 51,256
62,311 50,749
$ 62,466 $ 50,906
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
Revenues:
Rental income $ -- $ -- $ 1,188
Interest income on net investment
in Master Loan to affiliate 1,200 870 --
Reduction of provision for impairment loss 13,586 5,328 362
Interest income on investments 581 557 498
Other income -- -- 22
Total revenues 15,367 6,755 2,070
Expenses:
Operating -- -- 1,410
General and administrative 820 480 593
Depreciation -- -- 442
Property taxes -- -- 114
Loss on sale of property -- -- 90
Total expenses 820 480 2,649
Net income (loss) $14,547 $ 6,275 $ (579)
Net income (loss) allocated to general partner (1%) $ 145 $ 63 $ (6)
Net income (loss) allocated to limited
partners (99%) 14,402 6,212 (573)
$14,547 $ 6,275 $ (579)
Net income (loss) per Limited Partnership Unit $ 15.84 $ 6.83 $ (0.63)
Distribution per Limited Partnership Unit $ 3.28 $ 10.98 $ --
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
TOTAL
LIMITED PARTNERS
PARTNERSHIP GENERAL LIMITED CAPITAL
UNITS PARTNERS PARTNERS (DEFICIT)
Original capital contributions 912,182 $ 1 $228,046 $228,047
Partners' capital (deficit) at
December 31, 1995 909,138 $ (554) $ 55,599 $ 55,045
Net loss for the year ended
December 31, 1996 (6) (573) (579)
Partners' capital (deficit) at
December 31, 1996 909,138 (560) 55,026 54,466
Distributions to partners (10) (9,982) (9,992)
Net income for the year ended
December 31, 1997 63 6,212 6,275
Partners' capital (deficit) at
December 31, 1997 909,134 (507) 51,256 50,749
Distributions to partners -- -- (2,985) (2,985)
Net income for the year ended
December 31, 1998 -- 145 14,402 14,547
Partners capital (deficit) at
December 31, 1998 909,134 $ (362) $ 62,673 $ 62,311
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENTS OF CASH FLOWS
(in thousands)
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
Cash flows from operating activities:
Net income (loss) $ 14,547 $ 6,275 $ (579)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation -- -- 442
Amortization of lease commissions -- -- 43
Reduction of provision for impairment loss (13,586) (5,328) (362)
Loss on sale of investment property -- -- 90
Changes in accounts:
Interest receivable on Master Loan 634 (634) --
Receivables and deposits -- -- 162
Other assets 9 13 78
Accounts payable (6) 6 (102)
Tenant security deposit liabilities -- -- 3
Other liabilities 4 (19) (5)
Accrued property taxes -- -- (44)
Net cash provided by (used in)
operating activities 1,602 313 (274)
Cash flows from investing activities:
Property improvements and replacements -- -- (132)
Advances on Master Loan (220) (150) (1,000)
Principal receipts on Master Loan 155 3,768 8,604
Proceeds from sale of investment property -- -- 2,004
Net cash (used in) provided by
investing activities (65) 3,618 9,476
Cash flows from financing activities:
Distributions to partners (2,985) (9,992) --
Net cash used in financing
activities (2,985) (9,992) --
Net (decrease) increase in cash and
cash equivalents (1,448) (6,061) 9,202
Cash and cash equivalents at beginning
of period 12,417 18,478 9,276
Cash and cash equivalents at end of period $ 10,969 $ 12,417 $ 18,478
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Consolidated Capital Institutional Properties/2 (the
"Partnership" or "Registrant"), a California limited partnership, was formed on
April 12, 1983, to lend funds through non-recourse notes with participation
interests (the "Master Loan"). The loans were made to, and the real properties
that secure the Master Loan were purchased and owned by Equity Partners/Two,
("EP/2"), a California general partnership in which certain of the partners were
former shareholders and former management of Consolidated Capital Equities
Corporation ("CCEC"), the former corporate general partner of the Partnership.
Through December 31, 1998 the Partnership had advanced approximately
$183,470,000 under the Master Loan.
During 1989, EP/2 defaulted on certain interest payments that were due under the
Master Loan. Before the Partnership could exercise its remedies for such
defaults, EP/2 filed for bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11"). On October 18, 1990, the bankruptcy
court approved EP/2's consensual plan of reorganization (the "Plan"). In
November 1990, EP/2 and the Partnership consummated a closing under the Plan
pursuant to which, among other things, the Partnership and EP/2 executed an
amended and restated loan agreement (the "New Master Loan Agreement"), EP/2 was
converted from a California general partnership to a California limited
partnership, Consolidated Capital Equity Partners/Two, L.P. ("CCEP/2"), and
CCEP/2 renewed the deeds of trust and mortgages on all the properties
collaterally securing the New Master Loan Agreement. ConCap Holdings, Inc.
("CHI"), a Texas corporation and wholly-owned subsidiary of CEI, is the sole
general partner of CCEP/2 and an affiliate of the Partnership. The general
partners of EP/2 became limited partners in CCEP/2. CHI has full discretion
with respect to conducting CCEP/2's business, including managing CCEP/2's
properties and initiating and approving capital expenditures and asset
dispositions and refinancings. See "Note C" for further discussion of EP/2's
bankruptcy settlement.
Upon the Partnership's formation in 1983, CCEC, a Colorado corporation, was the
corporate general partner. In December 1988, CCEC filed for reorganization under
Chapter 11. 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 and replaced CCEC as managing general partner in all 16
partnerships. The General Partner is a subsidiary of Apartment Investment and
Management Company ("AIMCO"). See "Note B _ Transfer of Control." The
directors and officers of the General Partner also serve as executive officers
of AIMCO. The Partnership Agreement provides that the Partnership is to
terminate on December 31, 2013 unless terminated prior to such date. The
Partnership commenced operations on July 22, 1983. The Partnership's sole
investment property, North Park Plaza, was sold in September 1996. The
Partnership was formed for the benefit of its Limited Partners to lend funds to
Equity Partners/Two ("EP/2").
The Partnership is the holder of a note receivable which is collateralized by
apartment and commercial properties located throughout the United States.
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
the accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds and U.S. Treasury Bills with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Advertising: The Partnership expenses the costs of advertising as incurred.
The amounts incurred for 1998, 1997, and 1996 did not have a material effect on
the financial statements.
Investment in Master Loan: The Partnership has adopted "Financial Accounting
Standards Board Statement No. 114, Accounting by Creditors for Impairment of a
Loan." Under the standard, the allowance for credit losses related to loans
that are identified for evaluation in accordance with "Statement 114" is based
on discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans.
Investments: The General Partner determines the appropriate classification of
debt securities at the time of purchase and reevaluates such designation as of
each balance sheet date. Presently, all of the Partnership's investments are
classified as available-for-sale. Available-for-sale securities are carried at
fair value, with the unrealized gains and losses, net of tax, reported in a
separate component of partner's capital. The amortized cost of debt securities
in this category is adjusted for amortization of premiums and accretion of
discounts to maturity. Such amortization is included in investment income.
Realized gains and losses and declines in value judged to be other-than-
temporary on available-for-sale securities are included in investment income.
The cost of securities sold is based on the specific identification method.
Interest and dividends on securities classified as available-for-sale are
included in other income.
Investments, stated at cost of approximately $11,000, consist of Southmark
Corporation Redeemable Series A Preferred Stock. These investments are
classified as available for sale and are included in other assets.
Income Taxes: No provision has been made in the financial statements for
Federal income taxes because, under current law, no Federal income taxes are
paid directly by the Partnership. The Unitholders are responsible for their
respective shares of Partnership net income or loss. The Partnership reports
certain transactions differently for tax than for financial statement purposes.
Partners' Capital (Deficit): 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. "Distributable Cash from
Operations," as defined in the Partnership Agreement, is to be allocated 99% to
the Limited Partners and 1% to the General Partner. Distributions of surplus
funds are to be allocated 100% to the Limited Partners.
Net Income (Loss) Per Limited Partnership Unit: Net income (loss) per Limited
Partnership Unit ("Unit") is computed by dividing net income (loss) allocated to
the Limited Partners by the number of Units outstanding. Per Unit information
has been computed based on 909,134 in 1998 and 1997 and 909,138 Units
outstanding in 1996.
Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments approximates their fair value due to the
short term maturity of these instruments. The carrying amount of the
Partnership's net investment in the master loan approximates fair value due to
the fact that it has been valued based on the fair value of the underlying
collateral.
Allowance for Impairment Loss: Allowances to reduce the carrying cost of the
Master Loan are provided when it is probable that reasonably estimable net
realizable values are less than the recorded carrying cost of such investment.
Gains or losses that result from the ongoing periodic evaluation of the net
realizable value of the Master Loan are credited or charged, as appropriate, to
operations in the period in which they are identified. If a collateral property
is sold, CCEP/2 remains liable for any outstanding debt under the Master Loan
Agreement, however, the value of the net investment in Master Loan on the
Partnership's books would be written down to the appropriate level.
Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. See "Note I" for
disclosure.
Reclassifications: Certain reclassifications have been made to the 1997 and
1996 information to conform to the 1998 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE C - NET INVESTMENT IN MASTER LOAN
At December 31, 1998, the recorded investment in the Master Loan is considered
to be impaired under "Statement of Financial Accounting Standards No. 114 ("SFAS
114") Accounting by Creditors for Impairment of a Loan." The Partnership
measures the impairment of the loan based upon the fair value of the collateral
due to the fact that repayment of the loan is expected to be provided solely by
the collateral. For the years ended December 31, 1998, 1997 and 1996, the
Partnership recorded approximately $13,586,000, $5,328,000, and $362,000,
respectively, in income based upon an increase in the fair value of the
collateral.
The fair value of the collateral properties was determined using the net
operating income of the collateral properties capitalized at a rate deemed
reasonable for the type of property adjusted for market conditions, physical
condition of the property and other factors or by obtaining an appraisal by an
independent third party. This methodology has not changed from that used in
prior calculations performed by the General Partner in determining the fair
value of the collateral properties. During the fourth quarter of 1998,
the Partnership recorded a $14,000,000 increase in the allowance for
impairment loss due to the continuing evaluation of the collateral properties
resulting from appraisals received during February 1999 on several of the
collateral properties and additional information received concerning
Richmond Plaza. The approximate $13,586,000 reduction in
the provision for impairment loss that was recognized during the year ended
December 31, 1998 is attributed to an increase in the net realizable value of
the collateral properties. The General Partner evaluates the net realizable
value on a semi-annual basis. The General Partner has seen a consistent
increase in the net realizable value of the collateral properties, taken as a
whole, over the past two years. The increase is deemed to be attributable to
major capital improvement projects and the strong effort to complete deferred
maintenance items that have been ongoing over the past few years at the various
properties. This has enabled the properties to increase their respective
occupancy levels or in some cases to maintain the properties' high occupancy
levels. The vast majority of this work was funded by cash flow from the
collateral properties themselves as the total amount borrowed on the master loan
or from other sources in the past few years for this purpose totals $1,150,000.
Based upon the consistent increase in net realizable value of the collateral
properties the General Partner determined the increase to be permanent in nature
and accordingly reduced the allowance for impairment loss on the master loan
during the year ended December 31, 1998.
Approximately $1,200,000, $870,000, and $0 for the years ended December 31,
1998, 1997, and 1996, respectively, was recorded as interest income on
investment in Master Loan to affiliate based upon cash generated as a result of
improved operations of the properties which secure the loan. A cash payment of
approximately $634,000 was received from Consolidated Capital Equity Partners/2,
L.P. ("CCEP/2") during the first quarter of 1998 for interest income recognized
in 1997. A cash payment of approximately $564,000 for the interest income
recorded in the first quarter of 1998 was received during the second quarter of
1998. A cash payment of approximately $505,000 was received from CCEP/2 during
the third quarter of 1998 for interest income recognized in the second quarter
of 1998. A cash payment of approximately $131,000 was received from CCEP/2
during the fourth quarter for interest income recognized in the fourth quarter
of 1998.
The principal balance of the Master Loan due to the Partnership totaled
approximately $80,614,000 and $80,549,000 at December 31, 1998 and 1997,
respectively. Interest due to the Partnership pursuant to the terms of the
Master Loan Agreement, but not recognized in the income statements, totaled
approximately $22,609,000, $21,070,000, and $20,600,000 for the years ended
December 31, 1998, 1997 and 1996, respectively. At December 31, 1998 and 1997,
such cumulative unrecognized interest totaled approximately $176,979,000 and
$154,370,000 was not included in the balance of the investment in Master Loan.
The allowance for possible losses totaled approximately $29,129,000 and
$42,715,000 at December 31, 1998 and 1997, respectively.
During the year ended December 31, 1998, an advance of $220,000 was made to
CCEP/2 as an advance on the Master Loan. During the year ended December 31,
1997, an advance of $150,000 was made to CCEP/2 as an advance on the Master
Loan. CCEP/2 has approximately $32,619,000 in liens on the collateral that are
superior to the Master Loan.
The investment in Master Loan consists of the following:
AS OF DECEMBER 31,
1998 1997
(in thousands)
Master Loan funds advanced, at
beginning of year $ 80,549 $ 84,167
Advances on Master Loan 220 150
Principal receipts on Master Loan (155) (3,768)
Master Loan funds advanced, at
end of year $ 80,614 $ 80,549
The allowance for impairment loss on Master Loan to affiliates consists of the
following:
AS OF DECEMBER 31,
1998 1997 1996
(in thousands)
Allowance for impairment loss on Master
Loan to affiliates, beginning of year $ 42,715 $ 48,043 $ 48,405
Reduction of provision for impairment loss (13,586) (5,328) (362)
Allowance for impairment loss on Master
Loan to affiliates, end of year $ 29,129 $ 42,715 $ 48,043
Terms of the New Master Loan Agreement: Under the terms of the New Master Loan
Agreement, interest accrues at 10% and payments are due quarterly in an amount
equal to Excess Cash Flow, generally defined in the New Master Loan Agreement as
net cash flow after third party debt service and capital improvements. If such
Excess Cash Flow payments are less than the current accrued interest during the
quarterly period, the unpaid interest is added to principal, compounded
annually, and is payable at maturity. If such Excess Cash Flow payments are
greater than the current accrued interest, the excess amount is applied to the
principal balance of the loan. Any net proceeds from the sale or refinancing of
any of CCEP/2's properties are paid to the Partnership under the terms of the
New Master Loan Agreement. The New Master Loan Agreement matures in November
2000.
Effective January 1, 1993, the Partnership and CCEP/2 amended the New Master
Loan Agreement to stipulate that Excess Cash Flow would be computed net of
capital improvements. Such expenditures were formerly funded from advances on
the Master Loan from the Partnership to CCEP/2. This amendment and change in
the definition of Excess Cash Flow will have the effect of reducing income on
the investment in Master Loan by the amount of CCEP/2's capital expenditures,
since such amounts were previously excluded from Excess Cash Flow.
EP/2's Bankruptcy Settlement: In November 1990, pursuant to EP/2's
reorganization plan described in "Note A," the Partnership and EP/2 consummated
a closing pursuant to which: (1) the Partnership and EP/2 executed the New
Master Loan Agreement more fully described below; (2) CCEP/2 renewed the deeds
of trust on all the collateral securing the Master Loan; (3) the Partnership
received cash of approximately $2,500,000, including $1,800,000 from the general
partners of EP/2 related to their promissory notes; (4) the Partnership accepted
assignment of certain partnership interests in affiliated partnerships (the
"Affiliated Partnership Interests"), which were valued by management of the
Partnership at approximately $2,500,000, as additional collateral securing the
Master Loan; and (5) all liabilities and claims between the Partnership and
EP/2's general partners were released.
EP/2 was the holder of a note receivable secured by North Park Plaza which had
not been performing according to the note terms since 1989. In the process of
negotiating the final bankruptcy settlement discussed above, EP/2 assigned its
interest in the note receivable to the Partnership. The Partnership foreclosed
upon and acquired North Park Plaza in July 1990, CCEP/2 is still obligated for
$6,600,000 under the Master Loan attributable to North Park Plaza not
extinguished in the foreclosure proceeding.
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services as noted below only for the year ended
December 31, 1996, as the Partnership's sole investment property was sold in
1996. The General Partner and its affiliates received fees as reflected in the
following table:
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
(in thousands)
Property management fees (included in
operating expenses) $ -- $ -- $ 63
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 received
reimbursements as reflected in the following table:
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
(in thousands)
Reimbursements for services of affiliates
(included in operating and general and
administrative expenses) $ 226 $ 278 $317
Leasing commissions -- -- 23
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $226,000, $278,000, and
$317,000 for the years ended December 31, 1998, 1997, and 1996, respectively.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 master policy. The agent assumed the financial
obligations to the affiliate of the General Partner, which 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.
On October 30, 1997, an affiliate of the General Partner (the "Purchaser")
commenced tender offers for limited partnership interests in these Partnerships.
The Purchaser offered to purchase up to 300,000 of the outstanding units of
limited partnership interest in the Partnership, at $40.00 per Unit, net to the
seller in cash. As a result of the October 1997 tender offer, an Insignia
affiliate purchased 164,940.99 of the outstanding limited partner units of the
Partnership during December 1997 and an additional 4,164.30 in February 1998.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Second Purchaser offered to purchase up to 300,000 of the
outstanding units of limited partnership interest in the Partnership, at $50 per
Unit, net to the seller in cash. As a result of the July 1998 tender offer, the
Purchaser purchased 69,765.6 of the outstanding limited partner units of the
Partnership during November 1998.
As a result of the above purchases, AIMCO currently owns, through its affiliates
a total of 272,949 units or 30.02%. Consequently, AIMCO could be in a position
to significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
NOTE E - CONTINGENCIES
In May 1997, the Partnership was named as a defendant in a lawsuit brought by
PHC Construction Corporation in the Circuit Court for Oakland County, Michigan.
Additional complaints were filed in November 1997 and July 1998 by PHC
Construction against the Partnership, CCEP/2 and other defendants. Several of
these lawsuits have been consolidated. The complaints arise from construction
services allegedly performed by the plaintiff at the North Park Plaza Building
in Southfield, Michigan prior to the sale of that property in September 1996.
The complaints assert claims for breach of contract, quantum meruit, promissory
estoppel and constructive trust. On October 23, 1998 this lawsuit was settled
for $615,000. The Partnership was responsible for $61,000 of the settlement,
and the settlement was paid on October 30, 1998.
In January 1998, a limited partner of the Partnership commenced an arbitration
proceeding against an affiliate of the General Partner claiming that the
affiliate had breached certain contractual and fiduciary duties allegedly owed
to the claimant. The General Partner believes the claim to be without merit and
intends to vigorously defend the claim.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in Superior Court of the State of California for
the County of San Mateo. The Plaintiffs named as defendants, among others, the
Partnership, the General Partner and several of their affiliated partnerships
and corporate entities. The complaint purports to assert claims on behalf of a
class of limited partners and derivatively on behalf of a number of limited
partnerships (including the Partnership) which are named as nominal defendants,
challenging the acquisition by Insignia Financial Group, Inc. ("Insignia") and
entities which were, at one time, affiliates of Insignia ("Insignia Affiliates")
of interests in certain general partner entities, past tender offers by Insignia
Affiliates to acquire limited partnership units, the management of partnerships
by Insignia Affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company.
The complaint seeks monetary damages and equitable relief, including judicial
dissolution of the Partnership. On June 25, 1998, the General Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The General Partner has filed
demurrers to the amended complaint which were heard during February 1999. No
ruling on such demurrers has been received. The General Partner does not
anticipate that costs associated with this case, if any, to be material to the
Partnership's overall operations.
In April 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled BOND PURCHASE LLC V. IFGP
CORPORATION C/O CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, ET AL. The
complaint claims that the Partnership and an affiliate of the General Partner
breached certain contractual and fiduciary duties allegedly owed to the claimant
and seeks damages and injunctive relief. The General Partner believes the
claims to be without merit and intends to vigorously defend the claims. The
General Partner is unable to determine the costs associated with this claim at
this time.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties LLC. v.
Insignia Financial Group, Inc. in the Superior Court of the State of California,
County of Los Angeles. The action involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). This case was settled on March 3, 1999. The Partnership is
responsible for a portion of the settlement costs. The expense will not have a
material effect on the Partnership's operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE F _ COMMITMENT
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital,
as defined in the Partnership Agreement. In the event expenditures are made
from this reserve, operating revenue shall be allocated to such reserves to the
extent necessary to maintain the foregoing levels. Reserves, including cash and
cash equivalents totaling approximately $10,969,000, were greater than the
reserve requirement of approximately $7,007,000 at December 31, 1998.
NOTE G - SALE OF REAL ESTATE
In September 1996, the Partnership sold North Park Plaza, an office building in
Southfield, Michigan, for net sales proceeds of approximately $2,004,000 after
payment of closing costs. The Partnership realized a loss of approximately
$90,000 on the sale in 1996.
The sales transaction is summarized as follows (in thousands):
Cash proceeds received $ 2,004
Net real estate (1) (1,708)
Net other assets (386)
Loss on sale of real estate $ (90)
(1) Real estate at cost, net of accumulated depreciation of approximately $4.6
million.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE H - REAL ESTATE AND ACCUMULATED DEPRECIATION
The Partnership sold its sole real estate property, North Park Plaza, in
September 1996. The following table presents a reconciliation of real estate
and accumulated depreciation for the year ended December 31, 1996:
Year ended
December 31,
1996
(in thousands)
REAL ESTATE:
Balance, real estate at beginning of year $ 6,156
Additions 132
Sale of Investment Property (6,288)
Write-downs --
Balance, real estate at end of year $ --
ACCUMULATED DEPRECIATION:
Accumulated depreciation of real estate
at beginning of year $ 4,138
Depreciation of real estate 442
Accumulated depreciation on
real estate sale (4,580)
Accumulated depreciation of real estate
at end of year $ --
NOTE I _ SEGMENT REPORTING
As defined by SFAS. No. 131, Disclosures about Segments of an Enterprise and
Related Information, the Partnership has only one reportable segment for the
years ended December 31, 1998 and 1997, that of income and expenses associated
with the Partnership's purpose to loan funds to CCEP/2. For the year ended
December 31, 1996 the Partnership had an additional reportable segment:
commercial property. This segment consisted of one commercial complex located
in the United States.
The Partnership evaluates performance of its loan segment and commercial segment
based on net income. The accounting policies of the reportable segments are the
same as those described in the summary of significant accounting policies.
The Partnership's reportable segments are business units that offer different
products and services.
Segment information is not presented for 1998 and 1997 as the Partnership's only
segment is presented in the statement of operations. Segment information for
the year 1996 is shown in the table below.
1996 LOAN COMMERCIAL TOTALS
Rental income $ -- $ 1,188 $ 1,188
Interest income on investments 496 2 498
Other income -- 22 22
General and administrative expense 593 -- 593
Depreciation -- 442 442
Loss on sale of property -- 90 90
Reduction of provision for
impairment loss 362 -- 362
Segment profit (loss) 265 (844) (579)
Total assets 54,608 28 54,636
Capital expenditures for
investment property -- 132 132
NOTE J - PARTNER TAX INFORMATION
The following is a reconciliation between net income (loss) as reported in the
consolidated financial statements and federal taxable (loss) income allocated to
the partners in the Partnership's information return for the years ended
December 31, 1998, 1997 and 1996 (in thousands, except per unit data):
1998 1997 1996
Net income (loss) as reported $14,547 $ 6,275 $ (579)
Add (deduct):
Deferred revenue and other liabilities -- -- (24)
Depreciation differences -- -- 143
Accrued expenses 4 (19) 22
Interest income (1,200) (870) --
Valuation allowances (13,586) (5,328) (362)
Gain (loss) on disposition/foreclosure -- -- (10,160)
Other 36 -- --
Federal taxable (loss) income $ (199) $ 58 $(10,960)
Federal taxable (loss) income per
limited partnership unit $ (.22) $ .06 $ (11.93)
The tax basis of the Partnership's assets and liabilities is approximately
$80,013,000 greater than the assets and liabilities as reported in the financial
statements at December 31, 1998.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There were no disagreements with Ernst & Young LLP regarding the 1998, 1997 and
1996 audits of the Partnership's financial statements.
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER OF THE
PARTNERSHIP.
The Registrant has no officers or directors. The names of the directors and
executive officers of ConCap Equities, Inc. ("CEI"), the Partnership's General
Partner, their ages and the nature of all positions with CEI presently held by
them are as follows:
NAME Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President _ Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council.
He received a B.A. from Fordham College and a J.D. from Fordham University Law
School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the General Partner since October 1, 1998.
Prior to that date, Mr. Garrick served as Vice President-Accounting Services of
Insignia Financial Group since June of 1997. From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting and from 1990 to 1992
as an Asset Manager for Insignia Financial Group. From 1984 to 1990, Mr.
Garrick served in various capacities with U.S. Shelter Corporation. From 1979
to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick
received his B.S. Degree from the University of South Carolina and is a
Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The director and officers of the General Partner did not receive any
renumeration from the Registrant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as noted below, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1998.
Number
Entity of Units Percentage
Reedy River Properties LLC
(an affiliate of AIMCO) 168,736.5 18.56%
Insignia Properties LP 16,769.9 1.845%
(an affiliate of AIMCO)
AIMCO Properties LP 17,677.1 1.944%
(an affiliate of AIMCO)
Cooper River Properties, LLC
(an affiliate of AIMCO) 69,765.6 7.67%
Reedy River Properties LLC, Insignia Properties LP, AIMCO Properties LP, and
Cooper River Properties, LLC are indirectly ultimately owned by AIMCO. The
business address for Reedy River Properties LLC, Insignia Properties LP, and
Cooper River Properties LLC is 55 Beattie Place, Greenville, SC 29602. The
business address for AIMCO Properties LP is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222.
Neither CEI nor the directors or officers or associates of CEI own any Units of
the Partnership of record or beneficially.
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner. AIMCO and its affiliates
currently own 30.02% of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnerships interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-K shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Current Management and Others
Except for the transactions described below, neither CEI nor its director,
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.
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services as noted below only for the year ended
December 31, 1996 as the Partnership's sole investment property was sold in
1996. The General Partner and its affiliates received fees as reflected in the
following table:
FOR THE YEARS ENDED DECEMBER 31,
(in thousands)
1998 1997 1996
Property management fees (included in
operating expenses) $ -- $ -- $ 63
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 received
reimbursements as reflected in the following table:
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
(in thousands)
Reimbursements for services of affiliates
(included in operating and general and
administrative expenses) $226 $278 $317
Leasing commissions -- -- 23
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $226,000, $278,000, and
$317,000 for the years ended December 31, 1998, 1997, and 1996, respectively.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 master policy. The agent assumed the financial
obligations to the affiliate of the General Partner, which 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.
On October 30, 1997, an affiliate of the General Partner ("the Purchaser")
commenced tender offers for limited partnership interests in these Partnerships.
The Purchaser offered to purchase up to 300,000 of the outstanding units of
limited partnership interest in the Partnership, at $40.00 per Unit, net to the
seller in cash. As a result of the October 1997 tender offer, an Insignia
affiliate purchased 164,940.99 of the outstanding limited partner units of the
Partnership during December 1997 and an additional 4,164.30 in February 1998.
On July 30, 1998, another affiliate of the General Partner (the "Second
Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Second Purchaser offered to purchase up to 300,000 of the
outstanding units of limited partnership interest in the Partnership, at $50 per
Unit, net to the seller in cash. As a result of the July 1998 tender offer, the
Purchaser purchased 69,765.6 of the outstanding limited partner units of the
Partnership during November 1998.
As a result of the above purchases, AIMCO currently owns, through its affiliates
a total of 272,949 units or 30.02%. Consequently, AIMCO could be in a position
to significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
Balance Sheets as of December 31, 1998 and 1997
Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996
Statements of Partners' Capital (Deficit) for the Years
Ended December 31, 1998, 1997 and 1996
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996
Notes to Financial Statements
2. Schedules
All other schedules are omitted because they are not required, are not
applicable or the financial information is included in the financial statements
or notes thereto.
3. Exhibits:
See Exhibit Index contained herein.
(b) Reports on Form 8-K dated in the fourth quarter of fiscal year 1998:
Current Report on Form 8-K dated on October 1, 1998 and filed on
October 16, 1998 disclosing the change in control of Registrant
from Insignia Financial Group to AIMCO.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
By: CONCAP EQUITIES, INC.
Its General Partner,
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
Date: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dated indicated.
/s/ Patrick J. Foye Date: March 31, 1999
Patrick J. Foye
Executive Vice President
and Director
/s/ Timothy R. Garrick Date: March 31, 1999
Timothy R. Garrick
Vice President - Accounting
and Director
INDEX TO EXHIBITS
Exhibit DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of October 1, 1998 between
AIMCO and IPT.
3 Certificates of Limited Partnership, as amended to date.
10.1 Amended Loan Agreement dated November 15, 1990 (the "Effective
Date"), by and between the Partnership and EP/2 (Incorporated by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1990 ("1990 Annual Report").
10.2 Assumption Agreement as of the Effective Date, by and between EP/2
and CCEP/2 (Incorporated by reference to the 1990 Annual Report).
10.3 Assignment of Claims as of the Effective Date, by and between the
Partnership and EP/2. (Incorporated by reference to the 1990 Annual
Report).
10.4 Assignment of Partnership Interests in CC Office Associates and
Broad and Locust Associates dated November 16, 1990 (the effective
date), by and between EP/2 and CCEP/2 (Incorporated by reference to
the 1990 Annual Report).
10.5 Property Management Agreement No. 113 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).
10.6 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).
10.7 Assignment and Assumption dated October 23, 1990, by and between
CCEC and ConCap Management Limited Partnership ("CCMLP")
(Incorporated by reference to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1990).
10.8 Assignment and Agreement as to Certain Property Management Services
dated October 23, 1990, by and between CCMLP and ConCap Capital
Company (Incorporated by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1990).
10.9 Assignment and Agreement dated October 23, 1990, by and between
CCMLP and The Hayman Company (100 Series of Property Management
Contracts) (Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1990).
10.10 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).
10.11 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).
10.12 Assignment and Assumption Agreement Investor Services Agreement)
dated October 23, 1990 by and between CCEC and ConCap Services
Company.
10.13 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).
10.14 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)
(Incorporated by reference to the 1990 Annual Report).
10.15 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).
10.16 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).
10.17 Property Management Agreement No. 501 dated February 16, 1993, by
and between the Partnership and Coventry Properties, Inc.
(Incorporated by reference to the Annual Report on Form 10-K for the
year ended December 31, 1992).
10.18 Property Management Agreement No. 412 dated May 13, 1993, by and
between Consolidated Capital Equity Partners/Two L.P. and Coventry
Properties, Inc. (Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993).
10.19 Assignment and Assumption Agreement (Property Management Agreement
No. 412) dated May 13, 1993, by and between Coventry Properties,
Inc., R&B Apartment Management Company Inc. and Partnership
Services, Inc. (Incorporated by reference to the Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993).
10.20 Assignment and Agreement as to Certain Property Management Services
dated May 13, 1993, by and between Coventry Properties, Inc. and
Partnership Services, Inc. (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993).
10.21 Property Management Agreement No. 413 dated May 13, 1993, by and
between Consolidated Equity Partners/Two L.P. and Coventry
Properties, Inc. (Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993).
10.22 Assignment and Assumption Agreement (Property Management Agreement
No. 413) dated May 13, 1993, by and between Coventry Properties,
Inc., R&B Apartment Management Company, Inc. and Partnership
Services, Inc. (Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993).
10.23 Assignment and Agreement as to Certain Property Management Services
dated May 13,1993, by and between Coventry Properties, Inc. and
Partnership Services, Inc. (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993).
10.24 Contract for sale of real estate for North Park Plaza dated
September 12, 1996, between Consolidated Capital Institutional
Properties/2, a California limited partnership and North Park
Southfield, L.L.C., a Michigan limited liability company.
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 Letter, dated August 12, 1992, from Ernst & Young to the Securities
and Exchange Commission regarding change in certifying accountant.
(Incorporated by reference to Form 8-K dated August 6, 1992).
27 Financial Data Schedule containing summary financial information
extracted from the balance sheet and statement of operations which
is qualified in its entirety by reference to such financial
statements.
28.1 Fee Owner's Limited Partnership Agreement dated November 14, 1990
(Incorporated by reference to the 1990 Annual Report).
99.1 Consolidated Capital Equity Partners/Two, L.P., audited financial
statements for the years ended December 31, 1998 and 1997.