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FORM 10-K--ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-31905, eff 10/26/93.)
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 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period.........to.........
Commission file number 0-11723
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.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the 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 ( 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. 902,360 of the Partnership's 909,138 Units are held
by non-affiliates. The aggregate market value of Units held by affiliates and
non-affiliates is not determinable since there is no public trading market for
Units and transfers of Units are not subject to certain restrictions.
PART I
Item 1. 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. The Partnership subsequently filed a Form 8-A Registration
Statement with the SEC and registered its Units under the Securities Exchange
Act of 1934 (File No. 0-11723). 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 3,028 Units for a total of $611,000. The
Partnership may, at its absolute discretion, repurchase Units, but is under no
obligation to do so.
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.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE"), an affiliate of
Insignia Financial Group, Inc. ("Insignia") acquired an option (exercisable in
whole or in part from time to time) to purchase all of the stock of GII
Realty, Inc. and, pursuant to a partial exercise of such option, acquired
50.5% of that stock. As a part of the Insignia Transaction, MAE-ICC, Inc.
also acquired all of the outstanding stock of Partnership Services, Inc., an
asset manager, and a subsidiary of Insignia acquired all of the outstanding
stock of Coventry Properties, Inc., a property manager. In addition,
confidentiality, non-competition, and standstill arrangements were entered
into between certain of the parties. Those arrangements, among other things,
prohibit GII Realty's former sole shareholder from purchasing Partnership
Units for a period of three years. On October 24, 1995, MAE-ICC, Inc.
exercised the remaining portion of its option to purchase all of the remaining
outstanding capital stock of GII Realty, Inc. held by Gordon Realty, Inc.
Pursuant to the terms of the option, MAE-ICC, Inc. acquired the remaining
49.5% of the outstanding capital stock of GII Realty, Inc.
The Partnership's primary business and only industry segment is real estate
related operations. 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, 1995, the Partnership advanced a total of approximately
$182.1 million to EP/2 and its successor under the Master Loan (as defined in
"Status of the Master Loan"). As of December 31, 1995, the balance of the
Master Loan, net of the allowance for possible losses, was approximately $43.4
million. 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. The Partnership owns
directly one (1) office complex which it acquired pursuant to a foreclosure in
1990. For a brief description of the property refer to "Item 2 - Description
of Property."
The Registrant has no employees. Management and administrative services are
performed by the General Partner, and by an affiliate of Insignia, an
affiliate of the General Partner.
The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry.
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located. In addition, various limited
partnerships have been formed by the General Partner and/or its affiliates to
engage in business which may be competitive with the Registrant.
Status of Master Loan
Prior to 1989, the Partnership had loaned funds totaling approximately $176
million to EP/2 subject to a nonrecourse 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.
Item 2. Description of Property
The following table sets forth the Registrant's investment in real estate as
of December 31, 1995:
Date of
Property Purchase Type of Ownership Use
North Park Plaza 07/13/90 Fee ownership. Office Bldg.
Southfield, Michigan 267,273 sq.ft.
Schedule of Property:
(in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
North Park Plaza $ 6,156 $ 4,138 5-20 S/L $12,034
See "Note A" of the financial statements included in "Item 8" for a
description of the Partnership's depreciation policy.
Average Annual Rental Rates and Occupancy:
Average Annual Average
Rental Rates Occupancy
Property 1995 1994 1995 1994
North Park Plaza $11.94/s.f. $11.61/s.f. 61% 61%
As noted under "Item 1. Business," the real estate industry is highly
competitive. The property of the Partnership is subject to competition from
other commercial buildings in the area. The General Partner believes that the
property is adequately insured. No tenant leases 10% or more of the available
space.
The following is a schedule of the lease expirations at North Park Plaza for
the years beginning 1996 through the maturities of current leases:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
1996 20 45,065 $520,465 29%
1997 12 27,053 310,605 18%
1998 10 21,322 231,612 13%
1999 17 29,005 329,214 19%
2000 3 11,010 141,717 8%
2001 0 -- -- --
2002 3 19,736 181,945 10%
Thereafter 0 -- -- --
Real estate taxes and rates in 1995 were (in thousands):
1995 1995
Billing Rate
North Park Plaza $163 2.86%
Item 3. Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is
not of a routine nature. The General Partner of the Registrant believes that
all such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, results of operations,
or liquidity of the Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year ended December 31, 1995, 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
There is no established market for the Units and it is not anticipated that
any will occur in the foreseeable future. As of December 31, 1995, there were
45,809 holders of record owning an aggregate of 909,138 units.
The Partnership made a distribution of cash generated from operations of
approximately $3,003,000 for the year ended December 31, 1995. No
distributions were paid in the year ended December 31, 1994. Future
distributions will depend on levels of cash generated from operations,
refinancings, property sales, and the availability of cash reserves. Such
cash reserves are subject to the requirements of the Partnership Agreement
which requires that the Partnership maintain reserves equal to 5% of Net
Invested Capital. At this time the General Partner anticipates that cash
distributions will be made during fiscal year 1996, but the timing or amount
of such distributions cannot be determined at this time.
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."
FOR THE YEARS ENDED DECEMBER 31,
STATEMENTS OF OPERATIONS 1995 1994 1993 1992 1991
(in thousands, except unit data)
Revenues $ 4,065 $ 4,357 $ 4,068 $ 5,057 $ 6,138
Expenses (6,681) (15,093) (7,214) (15,651) (5,594)
(Loss) income from operations (2,616) (10,736) (3,146) (10,594) 544
Gain on sale of securities
available for sale -- -- -- -- 112
Net (loss) income $(2,616) $(10,736)$ (3,146)$(10,594) $ 656
Net (loss) income per Limited
Partnership Unit:
(Loss) income from operations $ (2.85) $ (11.69)$ (3.43)$ (11.54) $ .59
Gain on sale of securities
available for sale -- -- -- -- .12
Net (loss) income $ (2.85) $ (11.69)$ (3.43)$ (11.54) $ .71
Distributions per Limited
Partnership Unit $ 3.27 $ -- $ -- $ -- $ 2.20
Limited Partnership Units
outstanding 909,138 909,153 909,172 909,174 909,174
AS OF DECEMBER 31,
BALANCE SHEETS 1995 1994 1993 1992 1991
(in thousands)
Total assets $ 55,494 $ 61,073 $ 71,775 $ 75,110 $ 85,501
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This item should be read in conjunction with the financial statements and
other items contained elsewhere in this report.
Results of Operations
1995 Compared with 1994
The Partnership's net loss for the year ended December 31, 1995, was
approximately $2,616,000 compared to a net loss of approximately $10,736,000
for the year ended December 31, 1994. This decrease in net loss was primarily
due to the reduction of the allowance for possible losses of the Master Loan
as determined under FASB Statement 114 in 1995 compared to an increase in the
allowance in 1994. Contributing to the decrease in net loss was an increase
in other income which resulted from an insurance policy refund of
approximately $286,000 accrued in the fourth quarter of 1995. Operating
expense decreased primarily as a result of decreased advertising costs. This
decrease is attributable to fewer rental concessions given to tenants in 1995.
Depreciation and amortization expense decreased due to the write-down of the
investment property of $3,350,000 and $2,496,000 taken in 1995 and 1994,
respectively. Offsetting these decreases in net loss was a decrease in
interest income on the Master Loan due to decreased cash flows of the
investment properties that secure the loan (income is recorded based on the
cash flow of the properties collateralized by the Master Loan). Also, general
and administrative expense increased for the year ended December 31, 1995, as
a result of higher printing and mailing costs associated with first and second
quarter 10-Q's that were sent to investors. Additionally, expenses related to
the combined efforts of the Dallas and Greenville offices during the
transition period that ended June 30, 1995, also contributed to the increase
in general and administrative expense. The increased costs related to the
transition efforts were incurred to minimize any disruption in the year-end
1994 reporting function including the financial reporting and K-1 preparation
and distribution.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess
the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that
the General Partner will be able to sustain such a plan.
1994 Compared with 1993
The Partnership's net loss for the year ended December 31, 1994, was
approximately $10,736,000 compared to a net loss of approximately $3,146,000
for the year ended December 31, 1993. The increase in net loss was due to an
increase in the provision for possible losses on the Master Loan in 1994.
Rental revenues increased $269,000 as a result of an increase in occupancy at
the Partnership's sole property, the North Park Plaza Office complex in 1994.
This increase was partially offset by increased property operations expenses
of $137,000 primarily due to a refund of 1990 property taxes received in 1993
and a general increase in utilities, service, cleaning, and repair and
maintenance expense. General and administrative expenses decreased
approximately $178,000 primarily due to decreased administrative overhead
costs allocated to the Partnership and other professional fees.
Liquidity and Capital Resources
At December 31, 1995, the Partnership had unrestricted cash of approximately
$9,276,000 versus $1,351,000 at December 31, 1994. Net cash provided by
operating activities increased primarily due to the decreases in net loss
discussed above. Also contributing to the increase in net cash provided by
operating activities is a decrease in due from affiliates, which resulted from
the payment of the December 31, 1994, accrued interest receivable on the
Master Loan which had been recorded as "due from affiliates" at December 31,
1994. Net cash provided by investing activities increased due to an increase
in proceeds from the sale of securities available for sale which was partially
offset by a decrease in purchases of securities available for sale. Net cash
used in financing activities increased due to a distribution made during the
third quarter of 1995.
At December 31, 1994, the Partnership had unrestricted cash of approximately
$1,351,000 versus approximately $1,912,000 at December 31, 1993. Net cash
provided by operating activities decreased primarily due to the increase in
amounts due from affiliates. This is the result of accrued interest
receivable on the Master Loan. 1994 net cash used in investing activities and
net cash used in financing activities remained consistent with 1993 amounts.
The General Partner is currently marketing North Park Plaza for sale.
However, the property is still considered an Asset to be Held and Used in
Operations as the General Partner will not necessarily sell the property
unless certain terms of the potential sale are satisfied. If the property can
not be sold at terms deemed acceptable by the General Partner after a period
of time, the property will no longer be marketed for sale. At this time, the
General Partner has been contacted by a potential purchaser and is negotiating
a possible sale. The General Partner has not entered into any agreement to
sell the property to the potential purchaser and the General Partner will
continue to solicit other purchasers until a sales agreement is signed.
Capital improvement projects planned for 1996 include approximately $3 million
in deferred maintenance and general upgrades at several of the CCEP/2
properties which will be funded by additional borrowings under the Master
Loan. These upgrades and repairs include exterior and interior improvements,
drainage repair, HVAC upgrades, installation of fire and sprinkler systems and
upgrades required to comply with ADA requirements.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical
assets and other operating needs of the Partnership. 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. In September 1995, the
Partnership made a distribution to the limited partners of approximately
$2,973,000, or $3.27 per unit. A matching distribution of approximately
$30,000 was made to the General Partner. Future cash distributions will
depend on the levels of net cash generated from operations, master loan
interest income, property sales, and the availability of cash reserves.
The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested
Capital, as defined by the Partnership Agreement. Reserves, including cash
and cash equivalents and securities available for sale (at market), totaling
approximately $9.3 million, were greater than the reserve requirement of $7.6
million at December 31, 1995.
CCEP/2 Property Operations
Net loss at CCEP/2 was approximately $36,270,000 for the year ended December
31, 1995, versus a net loss of approximately $19,922,000 for the year ended
December 31, 1994. This increase in net loss was primarily due to the write
down of several properties as required by FASB Statement 121. 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 1995,
CCEP/2's consolidated statement of operations includes total interest expense
attributable to the Master Loan of $18.8 million, of which approximately
$721,000 represents required payments. CCEP/2 is expected to continue to
generate operating losses as a result of such interest accruals and noncash
charges for depreciation. However, CCEP/2's operations are expected to
provide cash flow during 1996 which will be available to be utilized as Master
Loan debt service.
The Partnership has invested approximately $1.5 million in CCEP/2 during 1995
as advances under the Master Loan. This money was used by CCEP/2 for deferred
maintenance and capital improvements at its investment properties. Additional
advances under the Master Loan are anticipated to be made to CCEP/2 in 1996 as
these properties continue the deferred maintenance and capital improvement
programs. During the year ended December 31, 1995, the Partnership received
approximately $1.3 million as principal payments on the Master Loan, $1.1
million of which was due to the cash received by CCEP/2 on certain of its
investments. These funds are required to be transferred to the Partnership
under the terms of the Master Loan. CCEP/2 also received proceeds from the
partial settlement of an outstanding lawsuit of approximately $.2 million (as
discussed below) which were also transferred to the Partnership.
CCEP/2 was a general partner in a limited partnership ("Broad and Locust
Associates") which was managed by an unaffiliated co-general partner and which
owned the 230 S. Broad Street Office Complex. Broad and Locust Associates
filed for protection under Chapter 11 of the U.S. Bankruptcy Code in 1992, and
in 1993 a reorganization plan was confirmed by the bankruptcy court. Pursuant
to the reorganization, the 230 S. Broad Street Office Complex was transferred
to the first lien holder which held a mortgage loan of approximately $16
million secured by the property. The bankruptcy court determined the first
lien was in excess of the property's estimated fair value, therefore, CCEP/2's
general partner interest was unsecured. The disposition of the property did
not release CCEP/2 from its $4.4 million obligation to the Partnership under
the Master Loan which had been secured by the general partner interest in
Broad and Locust Associates. The Partnership had previously recognized a
provision for possible losses for the balance of the Investments in Master
Loan secured by the general partner interest in Broad and Locust Associates.
In 1994, CCEP/2 made a demand on certain other partners of Broad & Locust
Associates for the amount of the Deficit Restoration Obligation ("DRO") as
defined in the Broad & Locust Associates Second Amended and Restated
Partnership Agreement entered into in July 1984, by CCEP/2 and certain other
partners. In 1995, approximately $204,000 was received by CCEP/2 on partial
settlement of this claim. No assurance can be given that CCEP/2 will be
successful in its attempts to obtain further payment of the DRO amount.
The first mortgage note at Richmond Plaza matured March 1995 and has a
principal balance of $14,369,000 at December 31, 1995. The Partnership has
continued to make principal and interest payments monthly under the terms of
the original note, and is currently investigating a refinancing which is
expected to close in the second quarter of 1996. No assurance can be given
that the General Partner will be successful in its negotiations with the
lender.
Item 8. Financial Statements and Supplementary Data
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
LIST OF FINANCIAL STATEMENTS
Reports of Independent Auditors
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the Years Ended December 31,
1995, 1994 and 1993
Statement of Partners' Capital (Deficit) for the Years
Ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Institutional Properties/2
We have audited the accompanying balance sheet of Consolidated Capital
Institutional Properties/2 as of December 31, 1995, and the related statements
of operations, changes in partners' capital (deficit) and cash flows for the
period then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Consolidated Capital
Institutional Properties/2 as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
As discussed in Note A to the financial statements, in 1995 the Partnership
changed its method of accounting for impairment of long-lived assets and for
long-lived assets to be disposed of, and of accounting by creditors for
impairment of a loan.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
February 23, 1996
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Consolidated Capital Institutional Properties/2:
We have audited the accompanying balance sheet of Consolidated Capital
Institutional Properties/2 (a California limited partnership) as of December
31, 1994, and the related statements of operations, partners' capital
(deficit) and cash flows for the years ended December 31, 1994 and 1993.
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 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 as of December 31, 1994, and the results of its
operations and its cash flows for the years ended December 31, 1994 and 1993,
in conformity with generally accepted accounting principles.
/s/Arthur Andersen, LLP
Dallas, Texas
March 23, 1995
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
BALANCE SHEETS
(in thousands, except unit data)
DECEMBER 31,
Assets 1995 1994
Cash and cash equivalents:
Unrestricted $ 9,276 $ 1,351
Restricted - tenant security deposits 5 --
Securities available for sale 11 9,769
Other assets 818 575
Due from affiliates -- 1,347
Net investment in master loan to affiliate 91,771 91,523
Less: Allowance for impairment loss (48,405) (48,992)
43,366 42,531
Investment property:
Land 716 1,247
Buildings and related personal property 5,440 7,578
6,156 8,825
Less: accumulated depreciation (4,138) (3,325)
2,018 5,500
$ 55,494 $ 61,073
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued liabilities $ 136 $ 89
Tenant security deposits 114 106
Distributions payable 141 141
Accrued taxes 58 73
449 409
Partners' Capital (Deficit)
General Partner (554) (498)
Limited Partners - (909,138 and 909,145
units outstanding at December 1995 and
1994, respectively.) 55,599 61,162
55,045 60,664
$ 55,494 $ 61,073
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
Revenues:
Rental income $ 1,887 $ 1,798 $ 1,529
Interest income on net investment
in master loan to affiliate 721 1,880 1,916
Interest income on investments 556 626 594
Other income 314 53 29
Reduction of provision for impairment loss 587 -- --
Total revenues 4,065 4,357 4,068
Expenses:
Operating 1,576 1,666 1,529
General and administrative 888 628 806
Depreciation and amortization 867 1,041 879
Provision for impairment loss -- 9,262 2,000
Write-down of investment property 3,350 2,496 2,000
Total expenses 6,681 15,093 7,214
Net loss $(2,616) $(10,736) $(3,146)
Net loss allocated to general partner (1%) $ (26) $ (107) $ (31)
Net loss allocated to limited partners (99%) (2,590) (10,629) (3,115)
$(2,616) $(10,736) $(3,146)
Net loss per limited partnership unit $ (2.85) $ (11.69) $ (3.43)
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
For the Years Ended December 31, 1995, 1994 and 1993
(in thousands)
TOTAL
LIMITED PARTNERS
PARTNERSHIP GENERAL LIMITED EQUITY
UNITS PARTNERS PARTNERS (DEFICIT)
Original capital contributions 912,182 $ 1 $228,046 $228,047
Partners' capital (deficit) at
December 31, 1992 909,174 (360) 74,906 74,546
Net loss for the year ended
December 31, 1993 (31) (3,115) (3,146)
Partners' capital (deficit) at
December 31, 1993 909,154 (391) 71,791 71,400
Net loss for the year ended
December 31, 1994 (107) (10,629) (10,736)
Partners' capital (deficit) at
December 31, 1994 909,145 (498) 61,162 60,664
Net loss for the year ended
December 31, 1995 (26) (2,590) (2,616)
Distributions (30) (2,973) (3,003)
Partners' capital (deficit) at
December 31, 1995 909,138 $ (554) $ 55,599 $ 55,045
See Accompanying Notes to Financial Statements
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
STATEMENTS OF CASH FLOWS
(in thousands)
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
Cash flows from operating activities:
Net loss $ (2,616) $(10,736) $(3,146)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 867 1,041 879
Write-down of investment property 3,350 2,496 2,000
(Reduction of) provision for
impairment loss (587) 9,262 2,000
Receipt of Southmark stock -- (11) --
Changes in accounts:
Restricted cash (5) -- --
Other assets (296) (23) (23)
Accounts payable and accrued
liabilities 47 36 (16)
Due from affiliates 1,347 (1,063) 206
Tenant security deposits 8 -- --
Accrued taxes (15) -- --
Net cash provided by
operating activities 2,100 1,002 1,900
Cash flows from investing activities:
Property improvements and replacements (681) (635) (473)
Advances on Master Loan (1,500) -- (662)
Principal receipts on Master Loan 1,252 315 1,075
Purchase of securities available for sale (41,487) (8,729) (3,872)
Proceeds from sale of securities
available for sale 51,244 7,488 2,350
Net cash provided by (used in)
investing activities 8,828 (1,561) (1,582)
Cash flows from financing activities:
Distributions (3,003) -- --
Payments on previously
declared distributions -- (2) (1)
Net cash used in financing
activities (3,003) (2) (1)
Net increase (decrease) in cash and
cash equivalents 7,925 (561) 317
Cash and cash equivalents at beginning 1,351 1,912 1,595
of period
Cash and cash equivalents at end of period $ 9,276 $ 1,351 $ 1,912
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"), a California limited partnership, was formed on April 12,
1983, to lend funds through nonrecourse 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. Through
December 31, 1995, the Partnership had advanced approximately $182.1 million
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.
All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P., an affiliate of Insignia
Financial Group, Inc. ("Insignia") acquired an option (exercisable in whole or
in part from time to time) to purchase all of the stock of GII Realty, Inc.
and, pursuant to a partial exercise of such option, acquired 50.5% of that
stock. As a part of the Insignia Transaction, MAE-ICC, Inc. also acquired all
of the outstanding stock of Partnership Services, Inc., an asset manager, and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property manager. In addition, confidentiality, non-competition, and
standstill arrangements were entered into between certain of the parties.
Those arrangements, among other things, prohibit GII Realty's former sole
shareholder from purchasing Partnership Units for a period of three years. On
October 24, 1995, MAE-ICC, Inc. exercised the remaining option to purchase all
of the remaining outstanding capital stock of GII Realty, Inc. held by Gordon
Realty, Inc. Pursuant to the terms of the option, MAE-ICC, Inc. acquired the
remaining 49.5% of the outstanding capital stock of GII Realty, Inc.
The Partnership owns and operates one commercial property in Michigan. Also,
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.
Escrows for Taxes: These funds are held by the Partnership, designated for
the payment of real estate taxes and are included in other assets.
Depreciation: Depreciation is provided by the straight-line method over the
estimated life of the commercial property and related personal property. For
Federal income tax purposes, the modified accelerated cost recovery method is
used. As a result of the Tax Reform Act of 1986, for additions after December
31, 1986, the modified accelerated cost recovery method is used for
depreciation of (1) real property additions over 27 1/2 years and (2) personal
property additions over 5 to 15 years.
Cash and Cash Equivalents:
Unrestricted - Unrestricted cash includes cash on hand and in banks, money
market funds and U.S. Treasury Bills with original maturities less than 90
days. U.S. Treasury Bills with original maturities greater than 90 days are
considered to be investments. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.
Restricted cash - tenant security deposits - The Partnership requires security
deposits from lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Advertising: The Partnership expenses the costs of advertising as incurred.
Investment Properties: Prior to 1995, investment properties were carried at
the lower of cost or estimated fair value, which was determined using the
higher of the property's non-recourse debt amount, when applicable, or the net
operating income of the investment property capitalized at a rate deemed
reasonable for the type of property. During 1995, the Partnership adopted
FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," which requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. The
impairment loss is measured by comparing the fair value of the asset to its
carrying amount. The effect of adoption was not material.
The property owned by the Partnership has experienced declines in its
estimated net realizable value due to regional economic factors and its
deteriorating physical condition. Accordingly, the Partnership recorded
approximately $3.3 million, $2.5 million and $2.0 million in expense for the
write-down on the real estate in the years ended December 31, 1995, 1994 and
1993, respectively.
Investment in Master Loan: Beginning in 1995, the Partnership adopted
Financial Accounting Standards Board Statement No. 114, "Accounting by
Creditors for Impairment of a Loan." Under the new standard, the 1995
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. Prior to 1995, the
allowance for credit losses related to these loans was based on undiscounted
cash flows or the fair value of the collateral for collateral dependent loans.
Investments: Securities available-for-sale: 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 investment income.
Leases: The Partnership leases certain commercial space to tenants under
various lease terms. The leases are accounted for as operating leases in
accordance with Financial Accounting Standards Board Statement No. 13. Some
of the leases contain stated rental increases during their term. For leases
with fixed rental increases, rents are recognized on a straight-line basis
over the terms of the lease.
For all other leases, minimum rents are recognized over the terms of the
leases.
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.
Note A - Organization and Summary of Significant Accounting Policies -
continued
The tax basis of the Partnership's assets and liabilities is approximately
$111.4 million greater than the assets and liabilities as reported in the
financial statements.
Lease Commissions: Lease commissions are capitalized and amortized using the
straight-line method over the life of the applicable lease. At December 31,
1995 and 1994, lease commissions totaled $272,855 and $202,746, respectively,
with accumulated amortization of $86,679 and $57,112, respectively. Lease
commissions are included in other assets.
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, are 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 909,138, 909,145, and 909,154 Units
outstanding in 1995, 1994, and 1993, respectively.
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates
fair value due to short-term maturities. 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.
Reclassifications: Certain reclassifications have been made to the 1994 and
1993 information to conform to the 1995 presentation.
Note B - Securities Available for Sale
Investments, stated at cost, consist of the following at December 31, 1995,
(in thousands):
Interest Face Maturity
Rate Amount Cost Date
Southmark Corporation
Redeemable Series A
Preferred Stock N/A $11 $11 N/A
The Partnership's investments are classified as available for sale. The
General Partner believes that the market value of the investment is
approximately the same as its cost. Securities available for sale as of
December 31, 1994, consist of $9,758,000 in U.S. Treasury Bills and $11,000 in
Equity Securities.
Note C - Net Investment in Master Loan
At December 31, 1995, the recorded investment in the Master Loan is considered
to be impaired under Statement 114. The Partnership measured the impairment
of the loan based upon the fair value of the collateral due to the fact
repayment of the loan is expected to be provided solely by the collateral.
For the year ended December 31, 1995, the Partnership recorded approximately
$587,000 in income based upon an increase in the fair value of the collateral.
The principal balance of the Master Loan due to the Partnership totaled
approximately $91.8 million and $91.5 million at December 31, 1995 and 1994,
respectively. Interest due to the Partnership pursuant to the terms of the
Master Loan Agreement, but not recognized in the income statements, totaled
approximately $18.8 million, $15.4 million and $13.8 million for the years
ended December 31, 1995, 1994 and 1993, respectively. At December 31, 1995
and 1994, such cumulative unrecognized interest totaled approximately $112.7
million and $93.9 million and was not included in the balance of the
investment in Master Loan. The allowance for possible losses totaled
approximately $48.4 million and $49 million at December 31, 1995 and 1994,
respectively.
During 1995, the Partnership advanced $1,500,000 to CCEP/2 as an advance on
the Master Loan. The advance was used by CCEP/2 to fund deferred maintenance
and capital improvement projects on these properties in order to maximize
returns during improved market conditions and maintain the condition of the
properties securing the Master Loan. CCEP/2 has approximately $24,284,000 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,
1995 1994
(in thousands)
Master Loan funds advanced, at
beginning of year $ 91,523 $ 91,838
Advances on Master Loan 1,500 --
Principal receipts on Master Loan (1,252) (315)
Master Loan funds advanced, at
end of year $ 91,771 $ 91,523
Note C - Net Investment in Master Loan - continued
The allowance for impairment loss on Master Loan to affiliates consists of the
following:
AS OF DECEMBER 31,
1995 1994 1993
(in thousands)
Allowance for impairment loss on Master
Loan to affiliates, beginning of year $ 48,992 $ 39,730 $ 37,730
Reduction of provision for impairment loss (587) -- --
Provision for impairment loss -- 9,262 2,000
Allowance for impairment loss on Master
Loan to affiliates, end of year $ 48,405 $ 48,992 $ 39,730
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 the 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 $2.5 million, including $1.8
million 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 $2.5 million, as
additional collateral securing the Master Loan; and (5) all liabilities and
claims between the Partnership and EP/2's general partners were released.
Note C - Net Investment in Master Loan - continued
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 $6.6 million under the Master Loan attributable to North Park
Plaza not extinguished in the foreclosure proceeding.
Note D - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and
its affiliates for the management and administration of all Partnership
activities. The Partnership paid property management fees based upon
collected gross rental revenues for property management services as noted
below for the years ended December 31, 1995, 1994 and 1993. For the year
ended December 31, 1994, a portion of such property management fees were paid
to Coventry Properties, Inc. ("Coventry"), an affiliate of the General
Partner, for day-to-day property management services and a portion was paid to
Partnership Services, Inc. ("PSI") for advisory services related to day-to-day
property operations. During 1993, property management services were provided
by an unaffiliated management company. In July 1993, Coventry assumed day-to-
day property management responsibilities. In late December 1994, an affiliate
of Insignia Financial Group, Inc. ("Insignia") assumed day-to-day property
management responsibilities for the Partnership's property. Fees paid to
affiliates of Insignia during the year ended December 31, 1995, and fees paid
to Coventry and PSI for the years ended December 31, 1994 and 1993, are
reflected in the following table:
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
(in thousands)
Property management fees $95 $19 $15
The Partnership Agreement ("Agreement") also provides for reimbursement to the
General Partner and its affiliates for costs incurred in connection with the
administration of Partnership activities. The General Partner and its current
and former affiliates, which included Coventry, received reimbursements as
reflected in the following table:
FOR THE YEARS ENDED DECEMBER 31,
1995 1994 1993
(in thousands)
Reimbursements for services of affiliates $379 $325 $451
Leasing commissions 101 -- --
Note D - Related Party Transactions - continued
On July 1, 1995, the Partnership began insuring its properties under a master
policy through an agency and insurer unaffiliated with the General Partner.
An affiliate of the General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was
later acquired by the agent who placed the current year's master policy. The
agent assumed the financial obligations to the affiliate of the General
Partner, who receives payments on these obligations from the agent. The
amount of the partnership's insurance premiums accruing to the benefit of the
affiliate of the General Partner by virtue of the agent's obligations is not
significant.
Due from affiliates at December 31, 1994, primarily represents cash flow
payments owed by CCEP/2 to the Partnership under the terms of the New Master
Loan and were paid during 1995.
Note E - Commitment and Contingencies
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 and securities available for sale (at
market), totaling approximately $9.3 million, were greater than the reserve
requirement of $7.6 million at December 31, 1995.
The Partnership is unaware of any pending or outstanding litigation that is
not of a routine nature. The General Partner believes that all such matters
are adequately covered by insurance and will be resolved without a material
adverse effect upon the business, financial condition, results of operations,
or liquidity of the Partnership.
Note F - Other Income
In 1991, the Partnership (and simultaneously 15 Affiliated Partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly, or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the affiliated Partnerships'
allowed claim at $11 million, in aggregate. In March 1994, the Partnership
received 1,468 shares of Southmark Corporation Redeemable Series A Preferred
Stock and 10,738 shares of Southmark Corporation New Common Stock with an
aggregate market value on the date of receipt of $11,000 and approximately
$80,000 in cash representing the Partnership's share of the recovery, based on
its pro rata share of the claims filed. Other income for 1995 includes a
$286,000 refund from the former master insurance policy.
Note G - Real Estate and Accumulated Depreciation
(in thousands)
Initial Cost
To Partnership
Buildings Cost
and Related Written Down
Personal Subsequent to
Description Land Property Acquisition
North Park Plaza $ 2,281 $ 7,719 $ (3,844)
Southfield, MI
(in thousands) Gross Amount At Which Carried
at December 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
North Park Plaza $ 716 $ 5,440 $ 6,156 $ 4,138 1972 7/13/90 5-20
Reconciliation of real estate and accumulated depreciation:
Years Ended December 31,
1995 1994 1993
(in thousands)
REAL ESTATE:
Balance, real estate at beginning of year $ 8,825 $ 10,686 $ 12,213
Additions 681 635 473
Write-downs (3,350) (2,496) (2,000)
Balance, real estate at end of year $ 6,156 $ 8,825 $ 10,686
ACCUMULATED DEPRECIATION:
Accumulated depreciation of real estate
at beginning of year $ 3,325 $ 2,339 $ 1,460
Depreciation of real estate 813 986 879
Accumulated depreciation of real estate
at end of year $ 4,138 $ 3,325 $ 2,339
Note G - Real Estate and Accumulated Depreciation - continued
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $14,104,103 and $13,422,847. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and
1994 is $2,069,998 and $1,687,082.
Note H - Revenues
The Partnership leases its commercial property under operating leases which
vary in duration from one to seven years. Rental income is recognized on a
straight-line basis over the life of the applicable leases. Minimum future
rental income subject to noncancellable operating leases is as follows (in
thousands):
YEAR ENDING
DECEMBER 31,
1996 $ 1,533
1997 1,139
1998 866
1999 495
2000 283
Thereafter 231
Total $ 4,547
There is no assurance that this rental income will continue at the same level
when the current leases expire.
Item 9. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure.
As of May 3, 1995, Arthur Andersen LLP, the independent accountant previously
engaged as the principal accountant to audit the financial statements of the
Registrant, was dismissed. As of the same date, the firm of Ernst & Young LLP
was engaged to provide that service for the Registrant.
The audit report of Arthur Andersen LLP on the financial statements of the
Partnership as of and for the year ended December 31 1994, did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Partnership's two most recent fiscal years and any subsequent
interim period preceding the change, there were no disagreements with the
former accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of the
disagreement in connection with its report.
PART III
Item 10. Directors And Executive Officers Of The General Partner Of The
Partnership.
The names of the directors and executive officers of ConCap Equities, Inc.
("CEI"), the Partnership's Managing General Partner as of December 31, 1995,
their ages and the nature of all positions with CEI presently held by them are
as follows:
NAME OF INDIVIDUAL POSITION IN CEI AGE
Carroll D. Vinson President 55
William H. Jarrard, Jr. Vice President 49
John K. Lines Vice President/Secretary 36
Kelley M. Buechler Assistant Secretary 38
Robert D. Long, Jr. Chief Accounting Officer/ 28
Controller
Carroll D. Vinson has been President of CEI since December of 1994 and
President of the MAE subsidiaries since August 1994. Prior to that, during
1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (a
regional CPA firm) and engaged in various other investment and consulting
activities. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director-President during 1991. From 1986 to 1990, Mr.
Vinson was President and a Director of U.S. Shelter Corporation, a real estate
services company which sold substantially all of its assets to Insignia in
December 1990.
William H. Jarrard, Jr. has been Vice President of CEI since December of 1994,
Vice President of the MAE subsidiaries since January 1992 and Managing
Director - Partnership Administration of Insignia since January 1991. During
the five years prior to joining Insignia in 1991, he served in a similar
capacity for U.S. Shelter. Mr. Jarrard is a graduate of the University of
South Carolina and a certified public accountant.
John K. Lines has been Vice President and Secretary of CEI since December of
1994, Secretary of the MAE subsidiaries since August 1994, General Counsel of
Insignia since June 1994, and General Counsel and Secretary of Insignia since
July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation in Columbus, Ohio. From May 1984 until October
1991, Mr. Lines was employed as an associate with Squire Sanders & Dempsey in
Columbus, Ohio.
Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI
since December 1994 and Chief Accounting Officer and Controller of the MAE
subsidiaries since February 1994. Prior to joining MAE, he was an auditor for
the State of Tennessee and was associated with the accounting firm of Harshman
Lewis and Associates. He is a graduate of The University of Memphis.
Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992, and Assistant
Secretary of Insignia since January 1991. During the five years prior to
joining Insignia in 1991, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 11. Executive Compensation
No remuneration was paid to the General Partner nor any of its directors and
officers during the year ended December 31, 1995.
Item 12. Security Ownership Of Certain Beneficial Owners And Management
(a) Security Ownership of Certain Beneficial Owners
As of December 31, 1995, no person was known to CEI to own of record
or beneficially more than 5 percent (5%) of the Units of the
Partnership.
(b) Beneficial Owners of Management
Neither CEI nor any of the directors or officers or associates of CEI
own any Units of the Partnership of record or beneficially.
(c) Changes in Control
Beneficial Owners of CEI
As of December 31, 1995, the following persons were known to CEI to
be the beneficial owners of more than 5 percent (5%) of its common
stock:
NUMBER OF PERCENT
NAME AND ADDRESS CEI SHARES OF TOTAL
GII Realty, Inc. 100,000 100%
One Insignia Financial Plaza
P.O. Box 1089
Greenville, SC 29602
Item 13. Certain Relationships And Related Transactions
Transactions with Current Management and Others
The Registrant has a property management agreement with Insignia Management
Group, L.P. pursuant to which Insignia Management Group, L.P., has assumed
direct responsibility for day-to-day management of the Partnership's
properties. This service includes the supervision of leasing, rent
collection, maintenance, budgeting, employment of personnel, payment of
operating expenses, etc. Insignia Management Group, L.P. receives a property
management fee equal to 5% of revenues. During the fiscal year ended December
31, 1995, Insignia Management Group, L.P. received $95,000 in fees for
property management.
Transactions with Former Related Parties
In 1991, the Partnership (and simultaneously 15 Affiliated Partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly, or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the affiliated Partnership's
allowed claim at $11 million, in aggregate. In March 1994, the Partnership
received 1,468 shares of Southmark Corporation Redeemable Series A Preferred
Stock and 10,738 shares of Southmark Corporation New Common Stock with an
aggregate market value on the date of receipt of $11,000 and approximately
$80,000 in cash representing the Partnership's share of the recovery, based on
its pro rata share of the claims filed.
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, 1995 and 1994
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993
Statement of Partners' Capital (Deficit) for the Years
Ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
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
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
3 Certificates of Limited Partnership, as amended
to date.
10.1 Amended Loan Agreement dated November N/A
15, 1990 (the "Effective Date"), by and between
the Partnership and EP/2 (Incorporated by refer-
ence 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, N/A
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, N/A
by and between the Partnership and EP/2. (Incor-
porated by reference to the 1990 Annual Report).
10.4 Assignment of Partnership Interests in CC Office N/A
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 N/A
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence 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, N/A
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, N/A
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 N/A
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, N/A
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 N/A
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, N/A
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 N/A
Services Agreement) dated October 23, 1990 by
and between CCEC and ConCap Services Company.
10.13 Letter of Notice dated December 20, 1991, from N/A
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 N/A
23, 1990, by and between the Partnership and
CCEC (Incorporated by reference to the Quar-
terly 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 N/A
(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 N/A
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 N/A
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 N/A
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 N/A
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 refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993).
10.20 Assignment and Agreement as to Certain Property N/A
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 N/A
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 N/A
(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 N/A
Management Services dated May 13,1993, by
and between Coventry Properties, Inc. and
Partnership Services, Inc. (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993).
11 Statement regarding computation of Net Income N/A
per Limited Partnership Unit (Incorporated by
reference to Note 1 of Item 8 - Financial State-
ments of this Form 10-K).
16 Letter, dated August 12, 1992, from Ernst & Young N/A
to the Securities and Exchange Commission regard-
ing change in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6, 1992).
27 Financial Data Schedule containing summary financial N/A
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 N/A
dated November 14, 1990 (Incorporated by
reference to the 1990 Annual Report).
99.1 Consolidated Capital Equity Partners/Two, L.P., N/A
audited financial statements for the years ended
December 31, 1995 and 1994.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1995:
A Form 8-K dated October 24, 1995, was filed reporting the purchase of
the remaining capital stock of GII Realty, Inc. by MAE-ICC, Inc.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
SIGNATURE PAGE
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,
March 29, 1996 By: /s/ Carroll D. Vinson
Date Carroll D. Vinson
President
March 29, 1996 By: /s/ Robert D. Long, Jr.
Date Robert D. Long, Jr.
Controller, Principal Accounting
Officer
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 dates indicated.
March 29, 1996 By: /s/ Carroll D. Vinson
Date Carroll D. Vinson
Director and President
March 29, 1996 By: /s/ Robert D. Long, Jr.
Date Robert D. Long, Jr.
Controller, Principal Accounting
Officer