0000711642-11-000368.txt : 20111109 0000711642-11-000368.hdr.sgml : 20111109 20111109141832 ACCESSION NUMBER: 0000711642-11-000368 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111109 DATE AS OF CHANGE: 20111109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2 CENTRAL INDEX KEY: 0000719184 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942883067 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11723 FILM NUMBER: 111190977 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOC 1089 CITY: DENVER STATE: CO ZIP: 80222 10-Q 1 ccip2911_10q.htm FORM 10-Q FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

[ ] 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 0-11723

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

(Exact name of registrant as specified in its charter)

Delaware	94-2883067
(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

(Registrant's telephone number, including area code)

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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

BALANCE SHEETS

(Unaudited)

(in thousands)

	September 30,	December 31,
	2011	2010

Assets
Cash and cash equivalents	$ 86	$ 117
Receivables and deposits	107	122
Other assets	116	151
Investment in affiliated partnership	--	437
Investment property:
Land	3,660	3,660
Buildings and related personal property	9,719	10,367
Total investment property	13,379	14,027
Less accumulated depreciation	(4,318)	(4,939)
Investment property, net	9,061	9,088
Total assets	$ 9,370	$ 9,915

Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 92	$ 98
Tenant security deposit liabilities	53	56
Distributions payable	170	170
Due to affiliates	80	--
Accrued property taxes	229	302
Other liabilities	163	138
Mortgage note payable	10,604	10,724
Total liabilities	11,391	11,488

Partners' Deficit
General partner	(473)	(469)
Limited partners	(1,548)	(1,104)
Total partners’ deficit	(2,021)	(1,573)
Total liabilities and partners’ deficit	$ 9,370	$ 9,915

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2011	2010	2011	2010
Revenues:
Rental income	$ 511	$ 527	$ 1,590	$ 1,584
Other income	97	100	285	280
Total revenues	608	627	1,875	1,864

Expenses:
Operating	243	262	706	770
General and administrative	83	163	269	365
Depreciation	147	140	429	418
Interest	176	231	526	760
Property taxes	77	75	221	163
Total expenses	726	871	2,151	2,476

Loss before discontinued operations, impairment
loss and equity in loss from investments	(118)	(244)	(276)	(612)
Equity in loss from investments	--	(17)	(20)	(37)
Impairment loss on investment	--	--	(417)	--
Income (loss) from discontinued operations	265	(394)	265	548
Loss from sale of discontinued operations	--	(88)	--	(88)
Net income (loss)	$ 147	$ (743)	$ (448)	$ (189)

Net income (loss) allocated to general
partner (1%)	$ 1	$ (7)	$ (4)	$ (2)
Net income (loss) allocated to Series A
unit holders (99%)	$ 146	$ (736)	$ (444)	$ (187)

Per Series A unit:
Loss before discontinued operations	$ (0.13)	$ (0.28)	$ (0.78)	$ (0.71)
Income (loss) from discontinued operations	0.29	(0.43)	0.29	0.60
Loss from sale of discontinued operations	--	(0.10)	--	(0.10)
Net income (loss)	$ 0.16	$ (0.81)	$ (0.49)	$ (0.21)

Distribution per Series A unit	$ --	$ 6.36	$ --	$ 6.36

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENT OF CHANGES IN PARTNERS' DEFICIT

(Unaudited)

(in thousands)

		Series A
	General	Unit
	Partner	Holders	Total

Partners’ deficit at December 31, 2010	$ (469)	$(1,104)	$(1,573)

Net loss for the nine months
ended September 30, 2011	(4)	(444)	(448)

Partners’ deficit at September 30, 2011	$ (473)	$(1,548)	$(2,021)

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	September 30,
	2011	2010
Cash flows from operating activities:
Net income (loss)	$ (448)	$ (189)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation	429	1,069
Amortization of loan costs	30	57
Casualty gain	(265)	(128)
Equity in loss from investments	20	37
Impairment loss	417	800
Loss on early extinguishment of debt	--	105
Loss from sale of discontinued operations	--	88
Change in accounts:
Other assets	5	63
Receivables and deposits	15	(15)
Accounts payable	(53)	(333)
Accrued property taxes	(73)	(618)
Due to affiliates	80	(538)
Tenant security deposit liabilities	(3)	(73)
Other liabilities	25	(148)
Net cash provided by operating activities	179	177

Cash flows from investing activities:
Net proceeds from sale of discontinued operations	--	9,552
Property improvements and replacements	(355)	(1,259)
Insurance proceeds received	265	128
Net cash provided by (used in) investing activities	(90)	8,421

Cash flows from financing activities:
Principal payments on mortgage notes payable	(120)	(422)
Advances from affiliate	220	1,900
Distribution to partners	--	(5,746)
Repayment of advances from affiliate	(220)	(4,206)
Net cash used in financing activities	(120)	(8,474)

Net increase (decrease) in cash and cash equivalents	(31)	124
Cash and cash equivalents at beginning of period	117	377
Cash and cash equivalents at end of period	$ 86	$ 501
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 497	$ 1,559
Supplemental disclosure of non-cash activities:
Property improvements and replacements included in
accounts payable	$ 61	$ --
Assumption of mortgage note payable by the purchaser	$ --	$16,511
Distribution payable to partners	$ --	$ 29

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited financial statements of Consolidated Capital Institutional Properties/2, LP (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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of ConCap Equities, Inc. (the "General Partner"), all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. The General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

The Partnership Agreement provides that the Partnership is to terminate on December 31, 2013 unless terminated prior to that date. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

Organization:

On July 28, 2011, the Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CCIP/2 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary will be merged with and into the Partnership, with the Partnership as the surviving entity.

In the merger, each Series A unit of limited partnership interest (each, a “Unit”) of the Partnership outstanding immediately prior to the consummation of the merger (other than Units held by limited partners who perfect their appraisal rights pursuant to the Merger Agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $8.45 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $8.45 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the merger. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

After the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of the Partnership. As a result, after the merger, AIMCO Properties, L.P. will be the sole limited partner of the Partnership, holding all outstanding Units. ConCap Equities, Inc. will continue to be the general partner of the Partnership after the merger, and the Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.

Completion of the merger is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. In addition, the terms of the merger may be modified before the merger is completed. As of September 30, 2011 and December 31, 2010, there were issued and outstanding 908,499.10 Units, and AIMCO Properties, L.P. and its affiliates owned 574,447.25 of those Units, or approximately 63.23% of the number of Units outstanding. AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the merger.

The accompanying statements of operations for the three and nine months ended September 30, 2011 and 2010 reflect the operations of Glenbridge Manor Apartments as income (loss) from discontinued operations due to its sale on September 9, 2010. In addition, the accompanying statement of operations for the nine months ended September 30, 2010 reflects the operations of Windemere Apartments as income from discontinued operations due to its sale on August 6, 2009.

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and nine months ended September 30, 2011 and 2010 (in thousands):

Three and Nine Months Ended September 30, 2011
	Glenbridge Manor Apartments

Revenues	$ --
Expenses	--
Casualty gain	265
Income from discontinued operations	$ 265

Three Months Ended September 30, 2010
	Glenbridge Manor Apartments

Revenues	$ 712
Expenses	(1,024)
Other expense	(6)
Casualty gain	29
Loss on early extinguishment of debt	(105)
Loss from discontinued operations	$ (394)

Nine Months Ended September 30, 2010
	Windemere Apartments	Glenbridge Manor Apartments	Total

Revenues	$ --	$ 2,624	$ 2,624
Expenses	--	(2,963)	(2,963)
Other income	--	1,664	1,664
Casualty gain	99	29	128
Impairment loss	--	(800)	(800)
Loss on early extinguishment of debt	--	(105)	(105)
Income from discontinued
operations	$ 99	$ 449	$ 548

Note B - Transactions with Affiliated Parties

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the General Partner receive 5% of gross receipts from the Partnership’s properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $92,000 and $233,000 for the nine months ended September 30, 2011 and 2010, respectively, which are included in operating expenses and income (loss) from discontinued operations.

An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $186,000 and $253,000 for the nine months ended September 30, 2011 and 2010, respectively, which is included in general and administrative expenses, investment property and loss from sale of discontinued operations. The portion of these reimbursements included in investment property and loss from sale of discontinued operations for the nine months ended September 30, 2011 and 2010 are construction management services provided by an affiliate of the General Partner of approximately $38,000 and $21,000, respectively. At September 30, 2011, the Partnership owed approximately $80,000 for accountable administrative expenses, which is included in due to affiliates. No such amounts were owed at December 31, 2010.

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $220,000 and $1,900,000 during the nine months ended September 30, 2011 and 2010, respectively, to fund real estate taxes at Highcrest Townhomes and operations and a partial repayment of the mortgage encumbering Glenbridge Manor Apartments, respectively. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. Interest expense was approximately $2,000 and $190,000 for the nine months ended September 30, 2011 and 2010, respectively. During the nine months ended September 30, 2011 and 2010, the Partnership repaid advances and accrued interest of approximately $222,000 and $4,534,000, respectively, from insurance proceeds and sale and settlement proceeds, respectively. There were no advances or accrued interest due to AIMCO Properties, L.P. at September 30, 2011 or December 31, 2010. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $85,000 to fund capital improvements at the Partnership’s investment property.

The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the General Partner. During the nine months ended September 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $13,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year. The Partnership was charged by Aimco and its affiliates approximately $199,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

Note C - Investment in Affiliated Partnership

The Partnership has an investment in the following affiliated partnership:

			Investment Balance at
	Type of	Ownership	September 30,	December 31,
Partnership	Ownership	Percentage	2011	2010
			(in thousands)	(in thousands)
Consolidated
Capital	Special Limited
Properties IV	Partner	1.86%	$ --	$ 437

This investment is accounted for using the equity method of accounting. Distributions from the affiliated partnership are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying statements of operations. During the nine months ended September 30, 2011 and 2010, the Partnership recognized equity in loss from the operating results of the investment of approximately $20,000 and $37,000, respectively.

In accordance with the Partnership’s impairment policy, the Partnership recorded an impairment loss of approximately $417,000 to write its investment in the affiliated partnership down to zero. The affiliated partnership intends to merge with affiliates of the General Partner and the Partnership will not receive any consideration for its special limited partnership interest nor does the Partnership expect to receive any further distributions from the affiliated partnership.

Note D – Casualty Events

During 2008, Glenbridge Manor Apartments experienced significant ground movement causing damage to two buildings, water pipes and sewer lines. These two buildings, containing 17 units, the office, clubhouse and fitness center, were evacuated. One of the buildings containing 12 units was demolished, and another building was partially demolished. A third building experienced minor ground movement, which required approximately $60,000 to repair. The total damages were approximately $7,456,000, of which approximately $2,904,000 relates to buildings, approximately $4,353,000 relates to demolition, land improvements and reconstruction, and approximately $199,000 relates to lost rents. The reconstruction completed involved repairs to damaged buildings and common areas and ground restoration. The Partnership did not reconstruct the demolished buildings. During the year ended December 31, 2009, the Partnership received approximately $4,932,000 of insurance proceeds to cover the damages, and approximately $199,000 to cover lost rents. During the year ended December 31, 2009, the Partnership recognized a casualty gain of approximately $2,686,000 due to the receipt of insurance proceeds, partially offset by the net write off of undepreciated damaged assets of approximately $2,246,000. During the three and nine months ended September 30, 2010, the Partnership received additional proceeds of approximately $29,000, which are included in income (loss) from discontinued operations. The Partnership and affiliates had pursued litigation against the architect, general contractor, soils engineer and retaining wall contractor to recover damages. During the nine months ended September 30, 2010, the Partnership and affiliates settled the case for $5,300,000 with amounts received from the architect, general contractor, soils engineer and retaining wall contractor. The Partnership received reimbursement of approximately $3,038,000 during the year ended December 31, 2010, approximately $2,978,000 of which was received during the nine months ended September 30, 2010 and is included in income (loss) from discontinued operations, for its attorneys’ fees related to this case. The remaining settlement proceeds were reimbursed to Aimco’s risk pool for the insurance proceeds previously paid to the Partnership. During the three and nine months ended September 30, 2011, the Partnership received approximately $265,000 of additional insurance proceeds, which is included in income (loss) from discontinued operations.

In September 2008, Windemere Apartments sustained damage from Hurricane Ike. The damages were approximately $1,284,000, including clean up costs of approximately $634,000. During the year ended December 31, 2009, the Partnership received insurance proceeds of approximately $650,000 to cover the damages and approximately $259,000 for clean up costs. The Partnership recognized a casualty gain of approximately $220,000 due to receipt of insurance proceeds, offset by the net write off of undepreciated damaged assets of approximately $430,000. During the nine months ended September 30, 2010, the Partnership received additional proceeds of approximately $99,000, which are included in income (loss) from discontinued operations.

Note E - Sale of Investment Property

On September 9, 2010, the Partnership sold Glenbridge Manor Apartments to a third party for a gross sale price of $26,200,000. The net proceeds realized by the Partnership were approximately $9,552,000 after payment of closing costs of approximately $137,000 and the assumption of the mortgage debt encumbering the property of approximately $16,511,000 by the purchaser. In accordance with the Partnership’s impairment policy and Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 360-10, “Property, Plant and Equipment”, the Partnership recorded an impairment loss of approximately $800,000 to write the property value down to the sale price during the nine months ended September 30, 2010. This amount is included in income (loss) from discontinued operations. As a result of the sale, the Partnership recorded a loss of approximately $88,000 for the three and nine months ended September 30, 2010, which is included in loss from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $105,000 due to the write off of unamortized loan costs, which is included in income (loss) from discontinued operations for the three and nine months ended September 30, 2010.

Note F – Fair Value of Financial Instruments

ASC Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for the mortgage note payable) approximates its fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At September 30, 2011, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $11,642,000.

Note G – Distributions

The Partnership distributed the following amounts to the unit holders during the nine months ended September 30, 2011 and 2010 (in thousands, except per unit data):

	Nine months ended	Per Series A	Nine months ended	Per Series A
	September 30, 2011	Unit	September 30, 2010	Unit

Sale (1)	$ --	$ --	$ 5,775	$ 6.36

(1) Proceeds from the September 2010 sale of Glenbridge Manor Apartments.

For 2010, the increase in distributions payable of approximately $29,000 represents the estimated Ohio withholding taxes to be paid by the Partnership on behalf of certain partners in connection with the sale of Glenbridge Manor Apartments.

Note H – Contingencies

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

Note I – Investment Property

During the nine months ended September 30, 2011, the Partnership retired and wrote-off personal property no longer being used that had a cost basis of approximately $1,050,000 and accumulated depreciation of approximately $1,050,000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets ; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

The Partnership's investment property consists of one apartment complex. The following table sets forth the average occupancy of the property for the nine months ended September 30, 2011 and 2010:

	Average Occupancy
Property	2011	2010

Highcrest Townhomes	96%	97%
Wood Ridge, Illinois

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing 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 expense. 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, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors which are outside the control of the Partnership such as the local economic climate and weather can adversely or positively impact the Partnership’s financial results.

Results of Operations

The Partnership’s net income for the three months ended September 30, 2011 was approximately $147,000, compared with a net loss of approximately $743,000 for the three months ended September 30, 2010. The Partnership’s net loss for the nine months ended September 30, 2011 and 2010 was approximately $448,000 and $189,000, respectively. The statements of operations for the three and nine months ended September 30, 2011 and 2010 reflect the operations of Glenbridge Manor Apartments as income (loss) from discontinued operations due to its sale on September 9, 2010. In addition, the statement of operations for the nine months ended September 30, 2010 reflects the operations of Windemere Apartments as income from discontinued operations due to its sale on August 6, 2009.

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the three and nine months ended September 30, 2011 and 2010 (in thousands):

Three and Nine Months Ended September 30, 2011
	Glenbridge Manor Apartments

Revenues	$ --
Expenses	--
Casualty gain	265
Income from discontinued operations	$ 265

Three Months Ended September 30, 2010
	Glenbridge Manor Apartments

Revenues	$ 712
Expenses	(1,024)
Other expense	(6)
Casualty gain	29
Loss on early extinguishment of debt	(105)
Loss from discontinued operations	$ (394)

Nine Months Ended September 30, 2010
	Windemere Apartments	Glenbridge Manor Apartments	Total

Revenues	$ --	$ 2,624	$ 2,624
Expenses	--	(2,963)	(2,963)
Other income	--	1,664	1,664
Casualty gain	99	29	128
Impairment loss	--	(800)	(800)
Loss on early extinguishment of debt	--	(105)	(105)
Income from discontinued
operations	$ 99	$ 449	$ 548

During 2008, Glenbridge Manor Apartments experienced significant ground movement causing damage to two buildings, water pipes and sewer lines. These two buildings, containing 17 units, the office, clubhouse and fitness center, were evacuated. One of the buildings containing 12 units was demolished, and another building was partially demolished. A third building experienced minor ground movement, which required approximately $60,000 to repair. The total damages were approximately $7,456,000, of which approximately $2,904,000 relates to buildings, approximately $4,353,000 relates to demolition, land improvements and reconstruction, and approximately $199,000 relates to lost rents. The reconstruction completed involved repairs to damaged buildings and common areas and ground restoration. The Partnership did not reconstruct the demolished buildings. During the year ended December 31, 2009, the Partnership received approximately $4,932,000 of insurance proceeds to cover the damages, and approximately $199,000 to cover lost rents. During the year ended December 31, 2009, the Partnership recognized a casualty gain of approximately $2,686,000 due to the receipt of insurance proceeds, partially offset by the net write off of undepreciated damaged assets of approximately $2,246,000. During the three and nine months ended September 30, 2010, the Partnership received additional proceeds of approximately $29,000, which are included in income (loss) from discontinued operations. The Partnership and affiliates had pursued litigation against the architect, general contractor, soils engineer and retaining wall contractor to recover damages. During the nine months ended September 30, 2010, the Partnership and affiliates settled the case for $5,300,000 with amounts received from the architect, general contractor, soils engineer and retaining wall contractor. The Partnership received reimbursement of approximately $3,038,000 during the year ended December 31, 2010, approximately $2,978,000 of which was received during the three and nine months ended September 30, 2010 and is included in income (loss) from discontinued operations, for its attorneys’ fees related to this case. The remaining settlement proceeds were reimbursed to Aimco’s risk pool for the insurance proceeds previously paid to the Partnership. During the three and nine months ended September 30, 2011, the Partnership received approximately $265,000 of additional insurance proceeds, which is included in income (loss) from discontinued operations.

The Partnership’s loss before discontinued operations for the three months ended September 30, 2011 and 2010 was approximately $118,000 and $261,000, respectively. The Partnership’s loss before discontinued operations was approximately $713,000 and $649,000 for the nine months ended September 30, 2011 and 2010, respectively. The decrease in loss before discontinued operations for the three months ended September 30, 2011 is due to a decrease in total expenses, partially offset by a decrease in total revenues. The increase in loss before discontinued operations for the nine months ended September 30, 2011 is due to the recognition of an impairment loss on the investment in the affiliated partnership, partially offset by a decrease in total expenses.

Total expenses decreased for the three months ended September 30, 2011 due to decreases in operating, interest and general and administrative expenses. Property tax expense remained relatively constant for the three months ended September 30, 2011. Total expenses decreased for the nine months ended September 30, 2011 due to decreases in operating, interest, and general and administrative expenses, partially offset by an increase in property tax expense. Depreciation expense remained relatively constant for both periods. Operating expenses decreased for both periods primarily due to decreases in salaries and related benefits, eviction costs as a result of an improved applicant screening process, and utility expenses at Highcrest Townhomes. Interest expense decreased for both periods primarily due to a decrease in interest expense on advances from an affiliate of the General Partner as a result of a lower average outstanding advance balance in 2011. Property tax expense increased for the nine months ended September 30, 2011 due to an adjustment to the tax accrual during the nine months ended September 30, 2010 at Highcrest Townhomes as a result of the receipt of the 2009 tax bill which reflected a decrease in the assessed value of the property.

General and administrative expenses decreased for both periods primarily due to a decrease in management reimbursements charged by the General Partner as allowed under the Partnership Agreement due to the sale of Glenbridge Manor Apartments in 2010. Also included in general and administrative expenses for the three and nine months ended September 30, 2011 and 2010 are costs associated with the quarterly and annual communications with investors and regulatory agencies and annual audit required by the Partnership Agreement.

Total revenues decreased for the three months ended September 30, 2011 due to a decrease in rental income. Other income remained relatively constant for the three months ended September 30, 2011. Total revenues remained relatively constant for the nine months ended September 30, 2011, as both rental and other income remained relatively constant. The decrease in rental income for the three months ended September 30, 2011 is primarily due to a decrease in occupancy, partially offset by an increase in the average rental rate at Highcrest Townhomes.

The equity in loss from investments for the nine months ended September 30, 2011 and the three and nine months ended September 30, 2010 is due to the recognition of the Partnership’s share of loss on its investment in an affiliated partnership. This investment is accounted for under the equity method of accounting. Distributions from the affiliated partnership are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the statements of operations. No distributions were received during the nine months ended September 30, 2011 or 2010. In accordance with the Partnership’s impairment policy, the Partnership recorded an impairment loss of approximately $417,000 to write its investment in the affiliated partnership down to zero. The affiliated partnership intends to merge with affiliates of the General Partner and the Partnership will not receive any consideration for its special limited partnership interest nor does the Partnership expect to receive any further distributions from the affiliated partnership.

Liquidity and Capital Resources

At September 30, 2011, the Partnership had cash and cash equivalents of approximately $86,000, compared with approximately $117,000 at December 31, 2010. The decrease in cash and cash equivalents of approximately $31,000 is due to approximately $120,000 and $90,000 of cash used in financing and investing activities, respectively, partially offset by approximately $179,000 of cash provided by operating activities. Cash used in financing activities consisted of repayment of advances from AIMCO Properties, L.P. and principal payments made on the mortgage encumbering the Partnership’s investment property, partially offset by advances received from AIMCO Properties, L.P. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received.

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 and to comply with Federal, state and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance. Capital improvements planned for the Partnership's property are detailed below.

During the nine months ended September 30, 2011, the Partnership completed approximately $402,000 of capital improvements at Highcrest Townhomes, consisting primarily of parking area upgrades and floor covering replacement. These improvements were funded from operations. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves, or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that 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 thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering Highcrest Townhomes of approximately $10,604,000 is being amortized over 360 months and requires a balloon payment of approximately $9,414,000 in 2017. Since the Partnership’s term will expire on December 31, 2013 and the term cannot be extended, the General Partner is currently evaluating its plan with respect to the Partnership’s property (see proposed merger discussion below).

The Partnership distributed the following amounts to the unit holders during the nine months ended September 30, 2011 and 2010 (in thousands, except per unit data):

		Per		Per
	Nine months ended	Series A	Nine months ended	Series A
	September 30,2011	Unit	September 30, 2010	Unit

Sale (1)	$ --	$ --	$ 5,775	$ 6.36

(1) Proceeds from the September 2010 sale of Glenbridge Manor Apartments.

If the merger transaction (as discussed below) is not consummated, future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2011 or subsequent periods.

Other

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 574,447.25 limited partnership units (the "Units") in the Partnership representing 63.23% of the outstanding Units at September 30, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.23% of the outstanding Units, Aimco and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

After the merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of the Partnership. As a result, after the merger, AIMCO Properties, L.P. will be the sole limited partner of the Partnership, holding all outstanding Units. Concap Equities Inc. will continue to be the general partner of the Partnership after the merger, and the Partnership’s partnership agreement in effect immediately prior to the merger will remain unchanged after the merger.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is stated at its fair market value at the time of foreclosure in 2002, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements 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, LP

	By: ConCap Equities, Inc.
	General Partner

Date: November 9, 2011	By: /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President

Date: November 9, 2011	By: /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3.1 Certificates of Limited Partnership, as amended to date.

3.2 Fourth Amendment to the amended and restated limited partnership agreement of CCIP/2 dated January 8, 2002 (Incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2004).

3.3 Fifth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated March 19, 2008. Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 30, 2008.

3.4 Sixth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated April 30, 2008. Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 30, 2008.

3.5 Seventh Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated May 8, 2008, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.

3.6 Eighth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated December 30, 2008. (Incorporated by reference to the Registrant’s Annual Report on Form 10K for the year ended December 31, 2008).

10.1 Agreement and Plan of Merger, dated July 28, 2011, by and among Consolidated Capital Institutional Properties/2, LP, AIMCO Properties, L.P. and AIMCO CCIP/2 Merger Sub LLC. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 28, 2011).

10.33 Assignment of Partnership Rights and Distributions between Consolidated Capital Equity Partners/Two, L.P., a California limited partnership and Consolidated Capital Institutional Properties/2, a California limited partnership (Incorporated by reference to the Registrant's Current Report on Form 8-K dated August 22, 2002).

10.34 Agreement for Conveyance of Real Property, including exhibits thereto, between Consolidated Capital Equity Partners/Two, L.P., a California limited partnership and Consolidated Capital Institutional Properties/2, a California limited partnership (Incorporated by reference to the Registrant's Current Report on Form 8-K dated August 22, 2002).

10.37 Multifamily Note, dated September 28, 2007 between CCIP/2 Highcrest L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 28, 2007).

10.38 Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP/2 Highcrest, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 28, 2007).

10.44 Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 12, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 12, 2010).

10.45 First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 15, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 15, 2010).

10.46 Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 20, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 20, 2010).

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 XBRL (Extensible Business Reporting Language). The following materials from Consolidated Capital Institutional Properties/2, LP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, formatted in XBRL: (i) balance sheets, (ii) statements of operations, (iii) statement of changes in partners’ deficit, (iv) statements of cash flows, and (v) notes to financial statements (1).

(1) As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

EX-31.1 2 ccip2911_ex311.htm EXHIBIT 31.1 Exhibit 31

Exhibit 31.1

CERTIFICATION

I, Steven D. Cordes, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Consolidated Capital Institutional Properties/2, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2011

/s/Steven D. Cordes

Steven D. Cordes

Senior Vice President of ConCap Equities Inc., equivalent of the chief executive officer of the Partnership

EX-31.2 3 ccip2911_ex312.htm EXHIBIT 31.2 Exhibit 31

Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Consolidated Capital Institutional Properties/2, LP;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 9, 2011

/s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting of ConCap Equities, Inc., equivalent of the chief financial officer of the Partnership

EX-32.1 4 ccip2911_ex321.htm EXHIBIT 32.1 Exhibit 32

Exhibit 32.1

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Consolidated Capital Institutional Properties/2, LP (the "Partnership"), for the quarterly period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven D. Cordes, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

	/s/Steven D. Cordes
	Name: Steven D. Cordes
	Date: November 9, 2011

	/s/Stephen B. Waters
	Name: Stephen B. Waters
	Date: November 9, 2011

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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-469000 -1104000 -1573000

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Note B Transactions with Affiliated Parties   The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities.  The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.    Affiliates of the General Partner receive 5% of gross receipts from the Partnerships properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $92,000 and $233,000 for the nine months ended September 30, 2011 and 2010, respectively, which are included in operating expenses and income (loss) from discontinued operations.   An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $186,000 and $253,000 for the nine months ended September 30, 2011 and 2010, respectively, which is included in general and administrative expenses, investment property and loss from sale of discontinued operations. The portion of these reimbursements included in investment property and loss from sale of discontinued operations for the nine months ended September 30, 2011 and 2010 are construction management services provided by an affiliate of the General Partner of approximately $38,000 and $21,000, respectively. At September 30, 2011, the Partnership owed approximately $80,000 for accountable administrative expenses, which is included in due to affiliates. No such amounts were owed at December 31, 2010.   Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $220,000 and $1,900,000 during the nine months ended September 30, 2011 and 2010, respectively, to fund real estate taxes at Highcrest Townhomes and operations and a partial repayment of the mortgage encumbering Glenbridge Manor Apartments, respectively. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. Interest expense was approximately $2,000 and $190,000 for the nine months ended September 30, 2011 and 2010, respectively. During the nine months ended September 30, 2011 and 2010, the Partnership repaid advances and accrued interest of approximately $222,000 and $4,534,000, respectively, from insurance proceeds and sale and settlement proceeds, respectively. There were no advances or accrued interest due to AIMCO Properties, L.P. at September 30, 2011 or December 31, 2010. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. Subsequent to September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $85,000 to fund capital improvements at the Partnerships investment property.   The Partnership insures its properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the General Partner. During the nine months ended September 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $13,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year. The Partnership was charged by Aimco and its affiliates approximately $199,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

Note D Casualty Events   During 2008, Glenbridge Manor Apartments experienced significant ground movement causing damage to two buildings, water pipes and sewer lines. These two buildings, containing 17 units, the office, clubhouse and fitness center, were evacuated. One of the buildings containing 12 units was demolished, and another building was partially demolished. A third building experienced minor ground movement, which required approximately $60,000 to repair. The total damages were approximately $7,456,000, of which approximately $2,904,000 relates to buildings, approximately $4,353,000 relates to demolition, land improvements and reconstruction, and approximately $199,000 relates to lost rents. The reconstruction completed involved repairs to damaged buildings and common areas and ground restoration. The Partnership did not reconstruct the demolished buildings. During the year ended December 31, 2009, the Partnership received approximately $4,932,000 of insurance proceeds to cover the damages, and approximately $199,000 to cover lost rents. During the year ended December 31, 2009, the Partnership recognized a casualty gain of approximately $2,686,000 due to the receipt of insurance proceeds, partially offset by the net write off of undepreciated damaged assets of approximately $2,246,000. During the three and nine months ended September 30, 2010, the Partnership received additional proceeds of approximately $29,000, which are included in income (loss) from discontinued operations. The Partnership and affiliates had pursued litigation against the architect, general contractor, soils engineer and retaining wall contractor to recover damages. During the nine months ended September 30, 2010, the Partnership and affiliates settled the case for $5,300,000 with amounts received from the architect, general contractor, soils engineer and retaining wall contractor. The Partnership received reimbursement of approximately $3,038,000 during the year ended December 31, 2010, approximately $2,978,000 of which was received during the nine months ended September 30, 2010 and is included in income (loss) from discontinued operations, for its attorneys fees related to this case. The remaining settlement proceeds were reimbursed to Aimcos risk pool for the insurance proceeds previously paid to the Partnership. During the three and nine months ended September 30, 2011, the Partnership received approximately $265,000 of additional insurance proceeds, which is included in income (loss) from discontinued operations.   In September 2008, Windemere Apartments sustained damage from Hurricane Ike.  The damages were approximately $1,284,000, including clean up costs of approximately $634,000. During the year ended December 31, 2009, the Partnership received insurance proceeds of approximately $650,000 to cover the damages and approximately $259,000 for clean up costs. The Partnership recognized a casualty gain of approximately $220,000 due to receipt of insurance proceeds, offset by the net write off of undepreciated damaged assets of approximately $430,000. During the nine months ended September 30, 2010, the Partnership received additional proceeds of approximately $99,000, which are included in income (loss) from discontinued operations.

Note E - Sale of Investment Property   On September 9, 2010, the Partnership sold Glenbridge Manor Apartments to a third party for a gross sale price of $26,200,000. The net proceeds realized by the Partnership were approximately $9,552,000 after payment of closing costs of approximately $137,000 and the assumption of the mortgage debt encumbering the property of approximately $16,511,000 by the purchaser. In accordance with the Partnerships impairment policy and Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 360-10, Property, Plant and Equipment, the Partnership recorded an impairment loss of approximately $800,000 to write the property value down to the sale price during the nine months ended September 30, 2010. This amount is included in income (loss) from discontinued operations. As a result of the sale, the Partnership recorded a loss of approximately $88,000 for the three and nine months ended September 30, 2010, which is included in loss from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $105,000 due to the write off of unamortized loan costs, which is included in income (loss) from discontinued operations for the three and nine months ended September 30, 2010.

Note F Fair Value of Financial Instruments   ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for the mortgage note payable) approximates its fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable.  At September 30, 2011, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $11,642,000.

Note H Contingencies   The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.   Environmental   Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

Note I Investment Property   During the nine months ended September 30, 2011, the Partnership retired and wrote-off personal property no longer being used that had a cost basis of approximately $1,050,000 and accumulated depreciation of approximately $1,050,000.

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Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues:
Rental income	$ 511	$ 527	$ 1,590	$ 1,584
Other income	97	100	285	280
Total revenues	608	627	1,875	1,864
Expenses:
Operating	243	262	706	770
General and administrative	83	163	269	365
Depreciation	147	140	429	1,069
Interest	176	231	526	760
Property taxes	77	75	221	163
Total expenses	726	871	2,151	2,476
Loss before discontinued operations, impairment loss and equity in loss from investments	(118)	(244)	(276)	(612)
Equity in loss from investments	0	(17)	(20)	(37)
Impairment loss in investment	0	0	(417)	0
Income (loss) from discontinued operations	265	(394)	265	548
Loss from sale of discontinued operations	0	(88)	0	(88)
Net income (loss)	147	(743)	(448)	(189)
Net income (loss) allocated to general partner (1%)	1	(7)	(4)	(2)
Net income (loss) allocated to Series A unit holders (99%)	$ 146	$ (736)	$ (444)	$ (187)
Per Series A unit:
Loss before discontinued operations per limited partnership unit	$ (0.13)	$ (0.28)	$ (0.78)	$ (0.71)
Income (loss) from discontinued operations per limited partnership unit	$ 0.29	$ (0.43)	$ 0.29	$ 0.60
Loss from sale of discontinued operations	$ 0.00	$ (0.10)	$ 0.00	$ (0.10)
Net income (loss) per limited partnership interest	$ 0.16	$ (0.81)	$ (0.49)	$ (0.21)
Distribution per Series A unit	$ 0.00	$ 6.36	$ 0.00	$ 6.36

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Statement of Shareholders Equity (Deficit) (Unaudited) (USD $) In Thousands	Total	General Partner	Limited Partners
Partners' deficit, beginning balance at Dec. 31, 2010	$ (1,573)	$ (469)	$ (1,104)
Net loss	(448)	(4)	(444)
Partners' deficit, ending balance at Sep. 30, 2011	$ (2,021)	$ (473)	$ (1,548)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Document and Entity Information	Sep. 30, 2011
Document and Entity Information
Entity Registrant Name	CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000719184
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	908,499.10
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

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Extraordinary and Unusual Items

9 Months Ended

Sep. 30, 2011

Extraordinary and Unusual Items

Unusual or Infrequent Items Disclosure [Text Block]

Note D – Casualty Events

Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
Statements of Cash Flows (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net income (loss)	$ (448)	$ (189)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	429	1,069
Amortization of loan costs	30	57
Casualty gain	(265)	(128)
Equity in loss from investments	20	37
Impairment loss	417	800
Loss on early extinguishment of debt	0	105
Loss from sale of discontinued operations	0	88
Change in accounts:
Other assets	5	63
Receivables and deposits	15	(15)
Accounts payable	(53)	(333)
Accrued property taxes	(73)	(618)
Due to affiliates	80	(538)
Tenant security deposit liabilities	(3)	(73)
Other liabilities	25	(148)
Net cash provided by operating activities	179	177
Cash flows from investing activities:
Net proceeds from sale of discontinued operations	0	9,552
Property improvements and replacements	(355)	(1,259)
Insurance proceeds received	265	128
Net cash provided by (used in) investing activities	(90)	8,421
Cash flows from financing activities:
Principal payments on mortgage notes payable	(120)	(422)
Advances from affiliate	220	1,900
Distribution to partners	0	(5,746)
Repayment of advances from affiliate	(220)	(4,206)
Net cash used in financing activities	(120)	(8,474)
Net increase (decrease) in cash and cash equivalents	(31)	124
Cash and cash equivalents at beginning of period	117	377
Cash and cash equivalents at end of period	86	501
Supplemental disclosure of cash flow information:
Cash paid for interest	497	1,559
Supplemental disclosure of non-cash flow activity:
Property improvements and replacements in accounts payable	61	0
Assumption of mortgage note payable by the purchaser	0	16,511
Distribution payable to partners	$ 0	$ 29

Balance Sheets (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 86	$ 117
Receivables and deposits	107	122
Other assets	116	151
Investment in affiliated partnership	0	437
Investment property:
Land	3,660	3,660
Buildings and related personal property	9,719	10,367
Total investment property	13,379	14,027
Less accumulated depreciation	(4,318)	(4,939)
Investment property, net	9,061	9,088
Total assets	9,370	9,915
Liabilities
Accounts payable	92	98
Tenant security deposit liabilities	53	56
Distributions payable	170	170
Due to affiliates	80	0
Accrued property taxes	229	302
Other liabilities	163	138
Mortgage note payable	10,604	10,724
Total liabilities	11,391	11,488
Partners' Deficit
General partner	(473)	(469)
Limited partners	(1,548)	(1,104)
Total partners' deficit	(2,021)	(1,573)
Total liabilities and partners' deficit	$ 9,370	$ 9,915