FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-16010
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(Exact name of small business issuer as specified in its charter)
California 94-3004963
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2001
Assets
Cash and cash equivalents $ 148
Receivables and deposits 76
Other assets 73
Investment property:
Land $ 213
Buildings and related personal property 4,605
4,818
Less accumulated depreciation (3,256) 1,562
$ 1,859
Liabilities and Partners' Deficit
Accounts payable $ 16
Tenant security deposit liabilities 39
Accrued property taxes 18
Other liabilities 81
Mortgage note payable 2,325
Partners' Deficit
General partner $ (253)
Corporate limited partner on behalf of the
Unitholders - (128,810 units issued and
outstanding) (367) (620)
$ 1,859
See Accompanying Notes to Financial Statements
b)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
2001 2000
Revenues:
Rental income $ 274 $ 274
Other income 22 84
Total revenues 296 358
Expenses:
Operating 97 119
General and administrative 48 66
Depreciation 63 58
Interest 46 46
Property taxes 18 15
Total expenses 272 304
Income from continuing operations 24 54
Loss on sale of discontinued operations -- (35)
Net income $ 24 $ 19
Net income allocated to general partner (1%) $ -- $ --
Net income allocated to limited partners (99%) 24 19
$ 24 $ 19
Per Unit of Depositary Receipt:
Income from continuing operations $ .19 $ .42
Loss on sale of discontinued operations -- (.27)
Net income $ .19 $ .15
Distributions per Unit of Depositary Receipt $ 2.36 $61.49
See Accompanying Notes to Financial Statements
c)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Unitholders
Units of
Units of Depositary
Depositary General Receipt
Units Partner (Note A) Total
Original capital contributions 129,266 $ 1 $32,317 $32,318
Partners' deficit at
December 31, 2000 128,810 $ (250) $ (87) $ (337)
Distributions to partners -- (3) (304) (307)
Net income for the three months
ended March 31, 2001 -- -- 24 24
Partners' deficit at
March 31, 2001 128,810 $ (253) $ (367) $ (620)
See Accompanying Notes to Financial Statements
d)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2001 2000
Cash flows from operating activities:
Net income $ 24 $ 19
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 63 58
Amortization of loan costs 4 4
Loss on sale of discontinued operations -- 35
Change in accounts:
Receivables and deposits 37 67
Other assets (4) 1
Accounts payable (19) (75)
Tenant security deposit liabilities -- 2
Accrued property taxes 18 (52)
Other liabilities 8 (16)
Net cash provided by operating activities 131 43
Cash flows from investing activities:
Property improvements and replacements (22) (12)
Net receipts from restricted escrows 181 56
Net cash provided by investing activities 159 44
Cash flows used in financing activities:
Distribution to partners (307) (8,000)
Net decrease in cash and cash equivalents (17) (7,913)
Cash and cash equivalents at beginning of period 165 10,579
Cash and cash equivalents at end of period $ 148 $ 2,666
Supplemental disclosure of cash flow information:
Cash paid for interest $ 43 $ 43
See Accompanying Notes to Financial Statements
e)
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of the Johnstown/Consolidated
Income Partners (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The Partnership's General Partner is ConCap Equities, Inc.
(the "General Partner"), a subsidiary of Apartment Investment and Management
Company ("AIMCO"), a publicly traded real estate investment trust. In the
opinion of the General Partner, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2001. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2000.
Certain reclassification have been made to the 2000 balances to conform to the
2001 presentation.
Units of Depositary Receipt
Johnstown/Consolidated Depositary Corporation (the "Corporate Limited Partner"),
an affiliate of the General Partner, serves as a depositary of certain units of
depositary receipt ("Units"). The Units represent economic rights attributable
to the limited partnership interests in the Partnership and entitle the
unitholders thereof ("Unitholders") to certain economic benefits, allocations
and distributions of the Partnership. For this reason, partners' deficit is
herein represented as an interest of the Unitholders.
Segment Reporting
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" 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. As defined in SFAS No. 131, the
Partnership has only one reportable segment. The General Partner believes that
segment-based disclosures will not result in a more meaningful presentation than
the consolidated financial statements as currently presented.
Note B - Related Party Transactions
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities,
as provided for in the Partnership Agreement. The Partnership Agreement provides
for (i) certain payments to affiliates for services and (ii) reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership.
The following expenses were paid or accrued to an affiliate of the General
Partner during the three months ended March 31, 2001 and 2000:
2001 2000
(in thousands)
Asset management fees (included in general and
administrative expenses) $ 9 $ 24
Property management fees (included in operating expenses) 14 14
Reimbursement for services of affiliates (included in
general and administrative expenses) 17 11
The Partnership Agreement provides that the Partnership shall pay in monthly
installments to the General Partner, or an affiliate, a yearly asset management
fee equal to: (i) 3/8 of 1% of the original principal balance of mortgage loans
outstanding at the end of the month preceding the installment payment; (ii) 1/8
of 1% of the market value of guaranteed mortgage-backed securities as of the end
of the Partnership quarter immediately preceding the installment payment; and
(iii) 5/8 of 1% of the purchase price of the properties plus improvements for
managing the Partnership's assets. In the event the property was not owned at
the beginning or end of the year, such fee shall be pro-rated for the short-year
period of ownership. Under this provision, fees of approximately $9,000 and
$24,000 were paid to the General Partner and its affiliates for the three months
ended March 31, 2001 and 2000, respectively.
During the three months ended March 31, 2001 and 2000, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
investment property for providing property management services. The Partnership
paid to such affiliates approximately $14,000 for both the three month periods
ended March 31, 2001 and 2000.
An affiliate of the General Partner received reimbursement of accountable
administrative expense amounting to approximately $17,000 and $11,000 for the
three months ended March 31, 2001 and 2000, respectively.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 67,820 units of depositary
receipt in the Partnership representing approximately 52.65% of the outstanding
units. A number of these units were acquired pursuant to tender offers made by
AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional units of depositary receipt
in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO. Under the Partnership Agreement, unitholders holding a
majority of the Units are entitled to take action with respect to a variety of
matters, which would include without limitation, voting on certain amendments to
the Partnership Agreement and voting to remove the General Partner. As a result
of its ownership of approximately 52.65% of the outstanding units, AIMCO is in a
position to influence all voting decisions with respect to the Registrant. When
voting on matters, AIMCO and its affiliates would in all likelihood vote the
Units it acquired in a manner favorable to the interest of the General Partner
because of its affiliation with the General Partner.
Note C - Distributions
During the three months ended March 31, 2001, cash distributions of
approximately $307,000 were paid to the partners (approximately $304,000 to the
limited partners or $2.36 per unit of depositary receipt) from operations.
During the three months ended March 31, 2000 the General Partner declared and
paid a distribution of sale proceeds from the 1999 sale of Phoenix Business
Center and Florida #11 Mini Warehouse of approximately $7,738,000 (approximately
$7,661,000 to the limited partners or $59.48 per unit of depositary receipt) and
approximately $262,000 (approximately $259,000 to the limited partners or $2.01
per unit of depositary receipt) from operations. Subsequent to March 31, 2001
the General Partner approved and paid a distribution of approximately $88,000
(approximately $87,000 to the limited partners or $.68 per unit of depositary
receipt) from operations.
Note D - Legal Proceedings
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, its General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging, among other things, the acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc. ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited partnership units; management of
the partnerships by the Insignia affiliates; and the Insignia Merger. The
plaintiffs seek monetary damages and equitable relief, including judicial
dissolution of the Partnership. On June 25, 1998, the General Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The General Partner filed demurrers to
the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Court, at which time
the Court set a final approval hearing for December 10, 1999. Prior to the
December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken from the order on October 5, 2000. On
December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann &
Bernstein LLP as new lead counsel for plaintiffs and the putative class.
Plaintiffs filed a third amended complaint on January 19, 2001. On March 2,
2001, the General Partner and its affiliates filed a demurrer to the third
amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The
Court has also scheduled a hearing on a motion for class certification for
August 27, 2001. Plaintiffs must file their motion for class certification no
later than June 15, 2001. The General Partner does not anticipate that costs
associated with this case will be material to the Partnership's overall
operations.
The Partnership is a party to certain legal actions resulting from its operating
activities. These actions are routine litigation and administrative proceedings
arising in the ordinary course of business and none of which are expected to
have a material adverse effect on the financial condition or results of
operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for each of the
three month periods ended March 31, 2001 and 2000.
Average Occupancy
Property 2001 2000
Cedar Brooke Apartments 96% 99%
Independence, Missouri
The General Partner attributes the decrease in occupancy to increased
competition as a result of lower home mortgage interest rates.
Results of Operations
The Partnership's net income for the three months ended March 31, 2001 was
approximately $24,000 compared to approximately $19,000 for the three months
ended March 31, 2000. The increase in net income is primarily due to the loss on
sale of discontinued operations for the three months ended March 31, 2000. The
Partnership's two commercial properties, Florida #11 Mini Warehouse and Phoenix
Business Campus, were sold during 1999. These were the only commercial
properties owned by the Partnership and represented one segment of the
Partnership's operations. Due to the sale of these properties, the results of
the commercial segment have been shown as loss on sale of discontinued
operations. The loss on sale of discontinued operations for the three months
ended March 31, 2000 is due to an increase in the legal fees related to the
sales and tenant improvements completed prior to the sale.
The Partnership's income from continuing operations for the three months ended
March 31, 2000 was approximately $54,000. The decrease in income from continuing
operations is due to a decrease in total revenues, which was partially offset by
a decrease in total expenses. Total revenues decreased due to a decrease in
other income. The decrease in other income is primarily due to a decrease in
interest income, which decreased as a result of lower cash balances in interest
bearing accounts. Rental income remained relatively constant for the comparable
periods, as the decrease in occupancy was offset by an increase in the average
rental rate at the Partnership's investment property.
Total expenses decreased primarily due to a decrease in operating expenses and,
to a lesser extent, a decrease in general and administrative expenses. The
decrease in operating expenses is primarily due to a decrease in maintenance
expense at the Partnership's investment property. The decrease in total expenses
was partially offset by an increase in depreciation expense. The increase in
depreciation expense is due to recent capital improvements performed at the
Partnership's investment property. Property tax expense and interest expense
remained relatively constant for the comparable periods.
General and administrative expenses decreased primarily due to a decrease in
fees paid to the General Partner associated with the management of the
Partnership. Included in general and administrative expense for the three months
ended March 31, 2001 and 2000 are management reimbursements to the General
Partner allowed under the Partnership Agreement. In addition, costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 2001, the Partnership had cash and cash equivalents of
approximately $148,000 compared to approximately $2,666,000 at March 31, 2000.
The decrease in cash and cash equivalents of approximately $17,000 for the three
months ended March 31, 2001, from the Partnership's calendar year end, is due to
approximately $307,000 of cash used in financing activities, partially offset by
approximately $159,000 of cash provided by investing activities and
approximately $131,000 of cash provided by operating activities. Cash used in
financing activities consisted of distributions to partners. Cash provided by
investing activities consisted of net receipts from escrow accounts maintained
by the mortgage lender, partially offset by property improvements and
replacements. The Partnership invests its working capital reserves in interest
bearing accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the investment property to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, state, local, legal and regulatory requirements. Capital improvements
planned for the Partnership's property are discussed below.
The Partnership budgeted approximately $79,000 for capital improvements at Cedar
Brooke Apartments for the year 2001 consisting primarily of swimming pool
repairs, parking lot improvements and appliance and floor covering replacements.
During the three months ended March 31, 2001, the Partnership completed
approximately $22,000 of capital improvements at Cedar Brooke Apartments
consisting primarily of appliance and floor covering replacements. These
improvements were funded from replacement reserves. Additional improvements may
be considered and will depend on the physical condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's assets are currently thought to be sufficient for any
near-term needs, exclusive of capital improvements, of the Partnership. The
mortgage indebtedness on Cedar Brooke Apartments of $2,325,000, which carries a
stated interest rate of 7.33% (interest only), matures in 2003. The General
Partner will attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure.
During the three months ended March 31, 2001, cash distributions of
approximately $307,000 were paid to the partners (approximately $304,000 to the
limited partners or $2.36 per unit of depositary receipt) from operations.
During the three months ended March 31, 2000 the General Partner declared and
paid a distribution of sale proceeds from the 1999 sale of Phoenix Business
Center and Florida #11 Mini Warehouse of approximately $7,738,000 (approximately
$7,661,000 to the limited partners or $59.48 per unit of depositary receipt) and
approximately $262,000 (approximately $259,000 to the limited partners or $2.01
per unit of depositary receipt) from operations. Subsequent to March 31, 2001
the General Partner approved and paid a distribution of approximately $88,000
(approximately $87,000 to the limited partners or $.68 per unit of depositary
receipt) from operations. Future cash distributions will depend on the levels of
net cash generated from operations, the availability of working capital
reserves, and the timing of the debt maturity, refinancing and/or property sale.
The Partnership's distribution policy is reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations, after required capital expenditures, to permit further
distributions to its partners during the remainder of 2001 or subsequent
periods.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 67,820 units of depositary
receipt in the Partnership representing approximately 52.65% of the outstanding
units. A number of these units were acquired pursuant to tender offers made by
AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make
one or more additional offers to acquire additional units of depositary receipt
in the Partnership for cash or in exchange for units in the operating
partnership of AIMCO. Under the Partnership Agreement, unitholders holding a
majority of the Units are entitled to take action with respect to a variety of
matters, which would include without limitation, voting on certain amendments to
the Partnership Agreement and voting to remove the General Partner. As a result
of its ownership of approximately 52.65% of the outstanding units, AIMCO is in a
position to influence all voting decisions with respect to the Registrant. When
voting on matters, AIMCO and its affiliates would in all likelihood vote the
Units it acquired in a manner favorable to the interest of the General Partner
because of its affiliation with the General Partner.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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, its General Partner and several of their affiliated
partnerships and corporate entities. The action purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging, among other things, the acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc. ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited partnership units; management of
the partnerships by the Insignia affiliates; and the Insignia Merger. The
plaintiffs seek monetary damages and equitable relief, including judicial
dissolution of the Partnership. On June 25, 1998, the General Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs filed an amended complaint. The General Partner filed demurrers to
the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the settlement was obtained on November 3, 1999 from the Court, at which time
the Court set a final approval hearing for December 10, 1999. Prior to the
December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken from the order on October 5, 2000. On
December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann &
Bernstein LLP as new lead counsel for plaintiffs and the putative class.
Plaintiffs filed a third amended complaint on January 19, 2001. On March 2,
2001, the General Partner and its affiliates filed a demurrer to the third
amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The
Court has also scheduled a hearing on a motion for class certification for
August 27, 2001. Plaintiffs must file their motion for class certification no
later than June 15, 2001. The General Partner does not anticipate that costs
associated with this case will be material to the Partnership's overall
operations.
The Partnership is a party to certain legal actions resulting from its operating
activities. These actions are routine litigation and administrative proceedings
arising in the ordinary course of business and none of which are expected to
have a material adverse effect on the financial condition or results of
operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
None.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2001.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Partnership caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: May 10, 2001