EXHIBIT 99.1
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 and 1997
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
December 31, 1998
LIST OF CONSOLIDATED FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996
Consolidated Statements of Partners' Deficit for the Years Ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Consolidated Capital Equity Partners/Two L.P.
We have audited the accompanying consolidated balance sheets of Consolidated
Capital Equity Partners/Two L.P. as of December 31, 1998 and 1997, and the
related consolidated statements of operations, changes in partners' deficit and
cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Consolidated
Capital Equity Partners/Two L.P. at December 31, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
/s/ERNST & YOUNG LLP
Greenville, South Carolina
March 3, 1999
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)
DECEMBER 31,
Assets 1998 1997
Cash and cash equivalents $ 2,199 $ 1,807
Receivables and deposits 2,142 1,964
Restricted escrows 1,699 1,245
Other assets 2,413 2,443
Investment properties:
Land 10,498 10,498
Buildings and related personal property 91,462 88,871
101,960 99,369
Less: accumulated depreciation (64,476) (59,501)
37,484 39,868
$ 45,937 $ 47,327
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 194 $ 623
Tenant security deposit liabilities 581 564
Accrued property taxes 745 770
Other liabilities 488 582
Mortgage notes and interest payable 32,619 32,905
Master loan and interest payable 256,901 234,861
291,528 270,305
Partners' Deficit
General Partner (2,442) (2,216)
Limited Partners (243,149) (220,762)
(245,591) (222,978)
$ 45,937 $ 47,327
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996
Revenues:
Rental income $ 17,628 $ 17,149 $ 16,647
Other income 1,616 1,235 1,117
Gain on sale of property or disposal 52 2,739 --
Total revenues 19,296 21,123 17,764
Expenses:
Operating 8,177 9,454 9,524
General and administrative 991 766 648
Depreciation 4,975 4,822 4,694
Interest 26,481 24,616 22,853
Property taxes 1,285 1,347 1,271
Write-down of investment properties
and investment in limited partnerships -- -- 800
Total expenses 41,909 41,005 39,790
Net loss $(22,613) $(19,882) $(22,026)
Net loss allocated to general partner (1%) $ (226) $ (199) $ (220)
Net loss allocated to limited partners (99%) (22,387) (19,683) (21,806)
$(22,613) $(19,882) $(22,026)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
(in thousands)
General Limited
Partner Partners Total
Partners' deficit at December 31, 1995 $ (1,797)$ (179,265) $ (181,062)
Distribution to partners -- (8) (8)
Net loss for the year ended December 31, 1996 (220) (21,806) (22,026)
Partners' deficit at December 31, 1996 (2,017) (201,079) (203,096)
Net loss for the year ended December 31, 1997 (199) (19,683) (19,882)
Partners' deficit at December 31, 1997 (2,216) (220,762) (222,978)
Net loss for the year ended December 31, 1998 (226) (22,387) (22,613)
Partners' deficit at December 31, 1998 $ (2,442)$ (243,149) $ (245,591)
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
FOR THE YEARS ENDED DECEMBER 31,
Cash flows from operating activities: 1998 1997 1996
Net loss $(22,613) $(19,882) $(22,026)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 4,975 4,822 4,694
Amortization of loan costs, lease commissions
and ground lease 605 641 502
Gain on disposal of property (52) (2,739) --
Write-down of investment properties and
investment in limited partnerships -- -- 800
Change in accounts:
Receivables and deposits (178) 224 (244)
Other assets (48) (2) 48
Accounts payable (429) 94 (553)
Tenant security deposit liabilities 17 8 (28)
Accrued property taxes (25) 254 (229)
Other liabilities (94) 175 23
Interest on Master Loan 21,975 21,704 20,574
Due from affiliates -- -- (27)
Net cash provided by operating activities 4,133 5,299 3,534
Cash flows from investing activities:
Property improvements and replacements (2,591) (3,022) (4,108)
Proceeds from property disposition 52 3,350 --
Net increase in restricted escrows (454) (583) (562)
Lease commissions (527) (583) (480)
Distributions from investment in
limited partnerships -- 336 124
Net cash used in investing activities (3,520) (502) (5,026)
Cash flows from financing activities:
Distributions -- -- (8)
Advances on Master Loan 220 150 1,000
Loan costs paid -- (29) (471)
Principal payments on mortgage notes payable (286) (275) (390)
Principal payments on Master Loan (155) (3,768) (8,604)
Proceeds from long-term borrowings -- -- 9,286
Net cash (used in) provided by financing activities (221) (3,922) 813
Net increase (decrease) in cash and cash equivalents 392 875 (679)
Cash and cash equivalents, at beginning of year 1,807 932 1,611
Cash and cash equivalents at end of year $ 2,199 $ 1,807 $ 932
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 4,306 $ 2,920 $ 2,149
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Accounts payable was adjusted $147,000 at December 31, 1996, for non-cash
amounts in connection with property improvements and replacements.
See Accompanying Notes to Consolidated Financial Statements
EXHIBIT 99.1 (Continued)
CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Equity Partners/Two ("EP/2"), a California Corporate General
Partnership, was formed on April 28, 1983, to engage in the business of
acquiring, operating and holding equity investments in income-producing real
properties. Certain of the general partners of EP/2 were former shareholders
and former management of Consolidated Capital Equities Corporation ("CCEC"), the
former corporate general partner of CCIP/2 (as defined below). On November 16,
1990, pursuant to the bankruptcy settlement discussed below, EP/2's general
partners executed a new partnership agreement (the "New Partnership Agreement")
whereby EP/2 converted from a general partnership to a California limited
partnership, Consolidated Capital Equity Partners/Two, L.P. ("CCEP/2"). The
general partners of EP/2 became limited partners of CCEP/2. ConCap Holdings,
Inc. ("CHI"), a Texas corporation, is CCEP/2's General Partner.
The operations of EP/2 were financed substantially through nonrecourse notes
with participation interests (the "Master Loan") from Consolidated Capital
Institutional Properties/2 ("CCIP/2"), a California limited partnership. These
notes are secured by the real properties owned by and notes receivable on sold
properties owed to CCEP/2. The Partnership Agreement provides that the
Partnership is to terminate on June 24, 2011 unless terminated prior to such
date. The Partnership commenced operations on April 28, 1983. The Partnership
operates four apartment properties located in Colorado, Illinois, Ohio and Texas
and seven commercial office complexes located in California, Georgia, Michigan
and Virginia. One commercial office complex was sold on December 2, 1997.
EP/2 Bankruptcy and Reorganization: During 1989, EP/2 defaulted on certain
interest payments that were due to CCIP/2 under the Master Loan and, before
CCIP/2 was able to exercise its remedies for such default, EP/2 filed for
bankruptcy protection in a Chapter 11 reorganization proceeding ("Chapter 11").
On October 18, 1990, the bankruptcy court approved EP/2's consensual plan of
reorganization (the "Plan"). On November 16, 1990, CCIP/2 consummated a closing
under the Plan pursuant to which: (1) CCIP/2 and EP/2 executed an amended and
restated loan agreement ("New Master Loan Agreement"); (2) CCEP/2 renewed the
deeds of trust on all collateral securing the Master Loan; (3) EP/2 paid CCIP/2
cash of approximately $2.5 million, including $1.8 million contributed by the
Corporate General Partners of EP/2 related to their promissory notes; (4) the
general partners of EP/2 contributed certain partnership interests in affiliated
partnerships ("General Partnership Interests"), which were valued by management
of CCIP/2 at approximately $2.5 million, that were assigned to CCIP/2 as
additional collateral securing the Master Loan and (5) all liabilities and
claims between EP/2's general partners and CCIP/2 were released. See "Note C"
for a description of the terms of the New Master Loan Agreement.
The managing Corporate General Partner of EP/2 was Consolidated Capital
Enterprises, Inc. ("CCEI"), a Georgia corporation. In December 1988, CCEC filed
for Chapter 11 protection. In October 1990, as part of CCEC's reorganization
plan, CCEC sold its general partner interest in CCIP/2 to ConCap Equities, Inc.
("CEI"), a Delaware corporation. Pursuant to the New Partnership Agreement as
discussed above, CHI, a wholly-owned subsidiary of CEI, became the sole general
partner of CCEP/2, replacing CCEI, and the former general partners of EP/2
became limited partners of CCEP/2. Pursuant to the New Partnership Agreement,
CCEP/2 is managed by CHI and CHI has full discretion with respect to conducting
CCEP/2's business. CHI and the limited partners are hereinafter referred to
collectively as the "Partners." All of CEI's outstanding stock is owned by
Insignia Properties Trust, an affiliate of Apartment Investment and Management
Company ("AIMCO"). (See Note B _ Transfer of Control), which was acquired
through two transactions in December 1994 and October 1995.
Principles of Consolidation: In 1985, EP/2 together with Anderson CC 2, a
Georgia limited partnership, entered into a Corporate General Partnership
agreement ("CC Office Associates") to acquire Cosmopolitan Center, an office
building located in Atlanta, Georgia. Pursuant to such general partnership
agreement, the property ownership was to be split 90%/10% between CCEP/2, as
successor to EP/2, and Anderson CC 2, respectively. CCEP/2's investment in CC
Office Associates is consolidated in CCEP/2's financial statements. On December
2, 1997 Cosmopolitan Center was sold (see Note C _ Disposition of Real Estate).
For 1997 and 1996 no minority interest liability was reflected for Anderson CC
2's minority 10% interest because the Master Loan balance, which was secured by
a deed of trust held by CCIP/2 on Cosmopolitan Center, exceeded the value of the
property. As a result, CC Office Associates had a net capital deficit and no
minority liability existed with respect to CCEP/2.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
the accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents: Includes cash on hand and in banks and money market
funds. 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.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. 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.
Loan Costs: Loan costs of approximately $607,000, for both years, less
accumulated amortization of approximately $251,000 and $141,000, at December 31,
1998 and 1997, respectively are included in other assets and are being amortized
on a straight-line basis over the life of the loans. The amortization expense
is included in interest expense.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $156,000, $158,000, and $157,000 for the
years ended December 31, 1998, 1997 and 1996, respectively, were charged to
expense as incurred.
Investment Properties: Investment properties consist of four apartment
complexes and seven commercial properties. Acquisition fees are capitalized as
a cost of real estate. In accordance with Financial Accounting Standards Board
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," the Partnership records impairment losses
on long-lived assets used in operations when events and circumstances indicate
that the assets might be impaired and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
Costs of properties that have been permanently impaired have been written down
to appraised value. One of the properties owned by the Partnership experienced
a decline in net reliable value, as a result the Partnership recorded a write-
down of approximately $800,000 on this property during the year ended December
31, 1996. No adjustments for impairment of value were recorded in the years
ended December 31, 1998 or 1997.
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.
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on these leases. In addition, the
General Partners policy is to offer rental concessions during particularly slow
months or in response to heavy competition from other similar complexes in the
area. Concessions are charged against rental income as incurred.
Restricted Escrow:
Reserve Account: A general Reserve Account was established in 1996 with the
refinancing proceeds for each mortgaged property. These funds were established
to cover necessary repairs and replacements of existing improvements, debt
service, out of pocket expenses incurred for ordinary and necessary
administrative tasks, and payment of real property taxes and insurance premiums.
The Partnership is required to make monthly deposits of net operating income (as
defined in the mortgage note) from each refinanced property to the respective
reserve account. The balance at December 31, 1998 and 1997, is approximately
$168,000 and $145,000, respectively, which includes interest.
Capital Improvement Account: A Capital Improvement Account was also established
in 1996 with the refinancing proceeds of the mortgaged property. This fund was
established to cover necessary repairs and replacements of existing
improvements, debt service out of pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums. The Partnership is required to make quarterly deposits of net
operating income (as defined in the mortgage note). The balance at December 31,
1998 and 1997 is approximately $1,500,000 and $1,100,000, respectively, which
includes interest.
Lease Commissions: Lease commissions are capitalized and amortized using the
straight-line method over the life of the applicable lease. At December 31,
1998 and 1997, lease commissions totaled approximately $3,188,000 and
$2,660,000, respectively, with accumulated amortization of approximately
$1,837,000 and $1,324,000, respectively. Lease commissions are included in other
assets.
Allocation of Net Income and Cash Distributions: Pursuant to the Partnership
Agreement, net income and net losses for both financial and tax reporting
purposes are allocated 99% to the Limited Partners and 1% to CHI. Distributions
to the Partners are not allowed until CCEP/2 has fully paid and performed under
the terms of the Master Loan.
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 CCEP/2. The Partners are responsible for their respective shares of
CCEP/2's net income or loss. CCEP/2 reports certain transactions differently for
tax than for financial statement purposes.
The tax basis of the Partnership's assets and liabilities is approximately
$181,992,000 greater than the assets and liabilities as reported in the
financial statements.
Reclassifications: Certain reclassifications have been made to the 1997 and
1996 information to conform to the 1998 presentation.
NOTE B _ TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.
NOTE C - DISPOSITION OF REAL ESTATE
On December 2, 1997, CCEP/2 sold Cosmopolitan Center to an unrelated third party
for a contract price of $3,500,000 and realized a gain on sale of approximately
$2,739,000. The Partnership received net proceeds of approximately $3,307,000
which were remitted to CCIP/2 to pay down the Master Loan. CCEP/2 received an
additional $52,000 related to the sale of Cosmopolitan Center during 1998.
NOTE D - MASTER LOAN AND ACCRUED INTEREST PAYABLE
Terms of Master Loan Agreement
Under the terms of the Master Loan Agreement, interest accrues at 10% per annum
and payments are due quarterly in an amount equal to Excess Cash Flow, generally
defined in the Master Loan Agreement as net cash flow from operations after
third-party debt service. 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 currently payable
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 CCIP/2 under the terms of the Master Loan Agreement.
The Master Loan matures in November 2000. The General Partner has determined
that the Master Loan and related interest payable has no determinable fair value
since payments are limited to net cash flows, as defined, but it is not believed
to be in excess of the fair values of the underlying collateral.
Effective January 1, 1993, CCEP/2 and CCIP/2 amended the 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 CCIP/2 to CCEP/2. This amendment and change in the definition of
Excess Cash Flow will have the effect of reducing Master Loan payments to CCIP/2
by the amount of CCEP/2's capital expenditures since such amounts were
previously excluded from Excess Cash Flow. The amendment will have no effect on
the computation of interest expense on the Master Loan.
During 1998, CCIP/2 loaned approximately $220,000 to CCEP/2 as an advance on the
Master Loan. Also during 1998, CCEP/2 paid down the Master Loan by $155,000.
These payments were made from distributions received from two affiliated
partnerships. During 1997, CCIP/2 loaned approximately $150,000 to CCEP/2 as an
advance on the Master Loan. Also during 1997, CCEP/2 paid down the Master Loan
by $3,768,000. These payments were made from approximately $461,000 of proceeds
from certain investments and approximately $3,307,000 of proceeds from the sale
of Cosmopolitan Center. During 1996, CCIP/2 loaned approximately $1,000,000 to
CCEP/2 as an advance on the Master Loan to pay for capital improvements at
various properties in order to maintain the assets that secure the Master Loan.
Also, during 1996, CCEP/2 paid down the Master Loan by $8,604,000. The payments
were made from approximately $124,000 of proceeds from certain investments,
$501,000 of required cash flow payments, and $7,979,000 of proceeds from
refinancings. These funds are required to be transferred to CCIP/2 under the
terms of the Master Loan.
NOTE E - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Canyon Crest
1st Mortgage $ 2,000 $ 12 7.33% 11/01/03 $ 2,000
Highcrest Townhomes
1st Mortgage 4,000 24 7.33% 11/01/03 4,000
Windemere
1st Mortgage 3,000 18 7.33% 11/01/03 3,000
Richmond Plaza
1st Mortgage 14,500 95 7.88% 06/01/00 14,500
Village Brooke
1st Mortgage 6,673 54 8.00% 12/01/02 6,161
Town Center
1st Mortgage 411 9 9.88% 08/01/03 9
2nd Mortgage 120 8 8.63% 06/01/00 7
3rd Mortgage 1,087 10 8.75% 10/01/00 1,028
Other Mortgage 828 8 8.75% 10/01/00 823
Totals $32,619 $238 $31,528
The mortgage notes payable are nonrecourse and are collateralized by deeds of
trust on the real property. The mortgage notes require prepayment penalties if
repaid prior to maturity. All of these notes are superior to the Master Loan.
Richmond Plaza's mortgage indebtedness of approximately $14,232,000 matured in
March 1995, with waivers of the default obtained from the lender through June
15, 1996. The Partnership continued making the monthly payment of approximately
$132,000 under the terms of the original note through September 30, 1996, while
negotiating the refinancing with the original lender. During the negotiation
period, the lender did not issue a formal waiver but continued to accept
payments under the terms of the original note. On October 1, 1996, the
Partnership signed a promissory note with the existing mortgage holder for
$14,500,000 with an interest rate of 7.88% and a maturity date of June 1, 2000.
The Partnership's new monthly payment is approximately $95,000 and the first
payment was due on December 1, 1996.
On November 13, 1996, CCEP/2 was successful in obtaining financing on Canyon
Crest, Highcrest Townhomes, and Windemere. Gross proceeds from the financing
were $9,000,000; the mortgage notes encumbering the properties carry a stated
interest rate of 7.33% with balloon payments due on November 1, 2003.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1998, are as follows (in thousands):
Years Ending December 31,
1999 $ 311
2000 16,632
2001 225
2002 6,394
2003 9,057
Total $ 32,619
NOTE F - RELATED PARTY TRANSACTIONS
CCEP/2 has no employees and is dependent on the General Partner and its
affiliates for management and administration of all partnership activities.
Affiliates of the General Partner provide property management and asset
management services to the Partnership. CCEP/2 paid property management fees
based upon collected gross rental revenues for property management services in
each of the years ended December 31, 1998, 1997, and 1996. The Partnership
Agreement (the "Agreement") also provides for reimbursement to the General
Partner and its affiliates for costs incurred in connection with the
administration of CCEP/2's activities.
Also, CCEP/2 is subject to an Investment Advisory Agreement between CCEP/2 and
an affiliate of the General Partner. This agreement provides for an annual fee,
payable in monthly installments, to an affiliate of the General Partner for
advising and consulting services for CCEP/2's properties. The General Partner
and its affiliates received reimbursements and fees for the years ended December
31, 1998, 1997, and 1996 as follows:
1998 1997 1996
(in thousands)
Property management fees (included in operating expense) $762 $881 $883
Investment advisory fees (included in general and
administrative expense) 173 154 154
Lease commissions 381 380 272
Reimbursement for services of affiliates, (included in
operating, general and administrative expense and
investment properties) (1) 292 296 337
(1)Included in "Reimbursement for services of affiliates" for 1998, 1997 and
1996 is approximately $16,000, $21,000, and $45,000, respectively, of
reimbursements for construction oversight costs.
During the years ended December 31, 1998, 1997, and 1996 affiliates of the
General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's residential properties for providing property management
services. The Registrant paid to such affiliates $337,000, $323,000 and $306,000
for the years ended December 31, 1998, 1997 and 1996, respectively. For the
nine months ended September 30, 1998 and the year ended December 31, 1997
affiliates of the General Partner were entitled to receive varying
percentages of gross receipts from all of the Registrant's commercial properties
for providing property management services. The Registrant paid to such
affiliates $425,000, $558,000 and $577,000 for the nine months ended September
30, 1998 and the year ended December 31, 1997. Effective October 1, 1998 (the
effective date of the Insignia Merger) these services for the commercial
properties were provided by an unrelated party.
An affiliate of the General Partner received investment advisory fees amounting
to approximately $173,000, $154,000, and $154,000 for the years ended December
31, 1998, 1997 and 1996, respectively.
An affiliate of the General Partner received reimbursement of
accountable administrative expenses amounting to approximately $292,000,
$296,000, and $337,000 for the years ended December 31, 1998, 1997, and 1996,
respectively.
In addition to the compensation and reimbursements described above, interest
payments are made to and loan advances are received from Consolidated Capital
Institutional Properties/2 ("CCIP/2") pursuant to the Master Loan Agreement.
Such interest payments totaled approximately $1,834,000 and $236,000 for the
years ended December 31, 1998 and 1997. There were no interest payments made in
1996. Advances of approximately $220,000 and $150,000 and $1,000,000 were made
under the Master Loan Agreement during the years ended December 31, 1998, 1997
and 1996, respectively. Additionally, CCEP/2 made principal payments on the
Master Loan of $155,000, $3,768,000, and $8,604,000 in 1998, 1997, and 1996,
respectively. These funds were received from distributions from three
affiliated partnerships, proceeds from the sale of Cosmopolitan Center and
financing and refinancing proceeds.
For the period of January 1, 1996 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Corporate General Partner. An affiliate of the General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
General Partner, 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 were not
significant.
NOTE G - REVENUES
Rental income on the commercial property leases is recognized on a straight-line
basis over the life of the applicable leases. Minimum future rental income for
the commercial properties subject to noncancellable operating leases as of
December 31, 1998, are as follows (in thousands):
1999 $ 9,358
2000 6,124
2001 4,384
2002 2,717
2003 1,088
Thereafter 819
$ 24,490
There is no assurance that this rental income will continue at the same level
when the current leases expire.
NOTE H - REAL ESTATE AND ACCUMULATED DEPRECIATION
The investment properties owned by the Partnership consist of the following:
(in thousands)
Building
& Related
Personal Accumulated Depreciable
Description Land Interest Total Depreciation Life-Years
Canyon Crest $ 145 $ 3,465 $ 3,610 $ 2,056 3-20
Central Park Plaza 920 10,790 11,710 7,512 1-20
Central Park Place 811 9,746 10,557 6,980 1-20
Crescent Center 212 3,694 3,906 3,031 3-20
Lahser I 506 8,409 8,915 6,020 1-20
Lahser II 484 4,584 5,068 2,774 3-20
Highcrest Townhomes 707 7,136 7,843 4,516 3-20
Richmond Plaza 2,019 15,770 17,789 11,567 3-20
Town Center 2,815 13,670 16,485 10,706 1-20
Village Brooke 1,099 8,530 9,629 5,587 3-20
Windemere 780 5,668 6,448 3,727 3-20
Total $10,498 $91,462 $101,960 $64,476
NOTE I - LEGAL PROCEEDINGS
In May 1997, the Partnership was named as a defendant in a lawsuit brought by
PHC Construction Corporation in the Circuit Court for Oakland County, Michigan.
Additional complaints were filed in November 1997 and July 1998 entitled PHC
CONSTRUCTION CORPORATION V. CONSOLIDATED CAPITAL EQUITY PARTNERS/2, LP by PHC
Construction against the Partnership, CCIP/2 and other defendants. Several of
these lawsuits have been consolidated. The complaints arise from construction
services allegedly performed by the plaintiff at the North Park Plaza Building
in Southfield, Michigan prior to the sale of that property in September 1996.
The complaints assert claims for, among other things, breach of contract,
quantum meruit, promissory estoppel and constructive trust. On October 23, 1998
this lawsuit was settled for $615,000. The Partnership was responsible for
$554,000 of the settlement which was paid October 30, 1998.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and AIMCO. The complaint seeks monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The General Partner has filed demurrers to the amended
complaint which were heard during February 1999. No ruling on such demurrers
has been received. The General Partner does not anticipate that costs
associated with this case, if any, to be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
NOTE K _ YEAR 2000 COMPLIANCE (UNAUDITED)
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.