FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _________to_________
Commission file number 0-10199
ANGELES PARK COMMUNITIES, LTD.
California 95-3558497
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.[X]
State issuer's revenues for its most recent fiscal year. $2,003,000
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days. Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Interests, it is management's belief that such
trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Angeles Park Communities, Ltd. (the "Partnership") is a publicly-held limited
partnership organized under the California Uniform Limited Partnership Act
pursuant to a Certificate and Agreement of Limited Partnership (hereinafter
referred to as "the Agreement") dated June 24, 1980, as amended. The Managing
General Partner of the Partnership is Angeles Realty Corporation, a California
corporation (hereinafter referred to as the "Managing General Partner" or
"ARC"). The Elliott Accommodation Trust and the Elliott Family Partnership,
Ltd., a California limited partnership, are the Non-Managing General Partners.
The Managing General Partner and the Non-Managing General Partners are herein
collectively referred to as the "General Partners".
The Partnership, through its public offering of Limited Partnership Units, sold
15,112 units aggregating $15,112,000. The Managing General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership, and has
purchased 100 of these Limited Partnership Units for $100,000 cash. The
Partnership is engaged in the business of investing in and operating
manufactured home and recreational vehicle park communities. The primary
objectives for its partners are the generation of cash flow and capital growth
through debt reduction and appreciation in property values, with a secondary
objective of generating tax advantages for its partners. Funds obtained by the
Partnership during the public offering period of its Limited Partnership Units
(November 20, 1980 through November 19, 1982), together with long-term
borrowings, were used to acquire nine operating manufactured home park
communities. Five of these manufactured home parks were sold in 1987 and two in
1992. The Partnership does not intend to sell additional Limited Partnership
Units. The term of the Partnership's Agreement extends to December 31, 2035,
subject to earlier termination in accordance with the Partnership Agreement.
The Partnership is intended to be self-liquidating and proceeds from the sale or
future refinancing of its operating properties will not be reinvested.
The Partnership is involved in only one industry segment, as described above.
The Partnership does not engage in any foreign operations or derive revenues
from foreign sources.
There have been, and it is possible there may be other Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the property
owned by the Partnership.
The Partnership monitors its property for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases, environmental testing has been performed which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The Non-Managing General Partners and
the Limited Partners have no right to participate in the management or conduct
of such business and affairs. Insignia Residential Group, L.P. provides day-to-
day management services to the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. The remaining
manufactured mobile home park community and recreational vehicle park, is
located in Brooksville, Florida and, accordingly, competes for rentals not only
with similar manufactured home communities and recreational vehicle parks, but
also with other types of housing and parks throughout the urban area. Such
competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Cloverleaf Farms Mobile Home Park
Mobile Home Park 11/10/81 Fee ownership, subject to 781 pads
and a first mortgage and
Cloverleaf Forest Recreational
Vehicle
RV Park Park - 285 pads
SCHEDULE OF PROPERTIES:
(Dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Cloverleaf Farms
and
Cloverleaf Forest $ 5,872 $ 4,546 5-15 yrs S/L $ 1,482
See "Note A" of "Item 7, Financial Statement" for a description of the
Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Cloverleaf Farms and
Cloverleaf Forest
1st mortgage $4,914 9.1% 30 years 07/15/01 $ 4,692
</TABLE>
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
<TABLE>
<CAPTION>
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Cloverleaf Farms Mobile Home Park $2,065/unit $1,936/unit 99% 99%
Cloverleaf Forest RV Park 1,355/unit 1,088/unit 74%(1) 79%(1)
<FN>
(1) Occupancy typically averages in the 90% range during the winter months.
However, due to the seasonality of the business, occupancy drops
significantly during the summer months, causing annual occupancy to level
out in the 70's.
</TABLE>
As noted under "Item 1, Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other mobile home park communities and recreational vehicle
parks in the area. The Managing General Partner believes that all of the
properties are adequately insured.
Real estate taxes (in thousands) and rates in 1996 for each property were:
1996 1996
Taxes Rate
Cloverleaf Farms Mobile Home Park $159 2.76%
Cloverleaf Forest RV Park 48 2.75%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
routine in nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Registrant did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 15,112 Limited
Partnership Units aggregating $15,112,000. The Partnership currently has 15,044
units outstanding and 1,708 Limited Partners of record. There is no intention to
sell additional Limited Partnership Units nor is there an established market for
these units.
The Partnership has discontinued making cash distributions from operations until
and unless the financial condition and other relevant factors warrant resumption
of distributions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1996, was
approximately $79,000 versus net income of approximately $581,000 for the year
ended December 31, 1995. Overall, the Partnership experienced an increase in
revenue and an increase in expenses in 1996 as compared to 1995, exclusive of
the recovery, in 1995, of an amount previously written off as bad debt.
The increase in rental income can be attributed to an increase in rental rates
at the mobile home park. The decrease in other income is primarily due to
$77,000 of interest income received in 1995 as a result of the settlement with
AMIT (see "Note D" in "Item 7, Financial Statements" for further discussion). In
addition, tenant reimbursements for 1992, 1993 and 1994 totaling $27,000 were
recognized in 1995 upon the conclusion of negotiations with the homeowners
association. These reimbursements are for certain expenses that were paid by
the Partnership on behalf of the tenants. Administrative expenses increased in
1996, as compared to 1995, as a result of an increase in property management
reimbursements (see "Note D" in "Item 7, Financial Statements" for further
discussion). Maintenance expense increased due to parking lot repairs made to
the Cloverleaf Forest property during 1996. Interest expense decreased due to
the repayment in November 1995 of the Partnership's second mortgage loan (see
below). Due to the cash received from the AMIT settlement, bad debt recovery
was recognized during 1995 in the amount of $750,000. This balance represents
the principal amount on the note receivable from AMIT, which had previously been
reserved. The bad debt recovery was partially offset by bad debt expense of
$10,000 due to doubts regarding the collectability of certain tenant
reimbursements.
In November 1995, Cloverleaf Farms completed the pay-off of the $950,000 second
mortgage it had acquired in June 1994. The pay-off resulted in a loss of
$43,000 due to unamortized loan costs associated with the second mortgage being
written-off.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from the burden of
increases in expense. As part of this plan, the Managing General Partner
attempts to protect the Partnership from the burden of inflation-related
increases in expenses by increasing rents and maintaining a high overall
occupancy level. However, due to changing market conditions, which can result
in the use of rental concessions and rental reductions to offset softening
market conditions, there is no guarantee that the Managing General Partner will
be able to sustain such a plan.
Capital Resources and Liquidity
The Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties. Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt.
The Partnership had unrestricted cash of $347,000 at December 31, 1996, versus
$180,000 at December 31, 1995. The decrease in cash provided by operating
activities results from reduced cash generated from operations, a settlement of
a receivable in early 1995 from the tenants of an investment property that the
Partnership sold in 1987, as well as an increase in other liabilities. The
decrease in cash provided by investing activities is due to the collection in
1995 on the $750,000 note receivable that the Partnership held with AMIT (see
below for further discussion) and increased spending on paving projects. The
decrease in cash used in financing activities is primarily due to the
Partnership repaying the second mortgage in 1995 (see below for further
discussion).
The Partnership's indebtedness was refinanced in 1994 in the amount of
$5,950,000 consisting of two notes. The first mortgage note is in the amount of
$5,000,000 with a stated interest rate of 9.1%. The second note of $950,000 was
repaid in full in 1995. As of December 31, 1996, the Partnership's mortgage
indebtedness was $4,914,000.
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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. The mortgage indebtedness
of $4,914,000 consists of a first mortgage which is being amortized over 30
years with a balloon payment of $4,692,000 due on July 15, 2001, at which time
the properties will either be refinanced or sold. Future cash distributions
will depend on the levels of net cash generated from operations, property sales
and the availability of cash reserves. There were no cash distributions in 1996
or 1995.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARK COMMUNITIES, LTD.
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and
1995
Consolidated Statement of Changes in Partners' Deficit - Years ended December
31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Park Communities, Ltd.
We have audited the accompanying consolidated balance sheet of Angeles Park
Communities, Ltd. as of December 31, 1996, and the related consolidated
statements of operations, changes in partners' deficit and cash flows for each
of the two years in the period ended December 31, 1996. 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 Angeles Park
Communities, Ltd. as of December 31, 1996, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Greenville, South Carolina
February 14, 1997
ANGELES PARK COMMUNITIES, LTD.
CONSOLIDATED BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents:
Unrestricted $ 347
Restricted--tenant security deposits 3
Accounts receivable 24
Escrows for taxes 18
Other assets 235
Investment properties
Land $ 1,043
Buildings and related personal property 4,829
5,872
Less accumulated depreciation (4,546) 1,326
$ 1,953
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 53
Tenant security deposits 3
Other liabilities 181
Mortgage note payable 4,914
Partners' Deficit
General partners' $ (164)
Limited partners' (15,044 units issued
and outstanding) (3,034) (3,198)
$ 1,953
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARK COMMUNITIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 1,967 $ 1,834
Other income 26 107
Bad debt recovery, net 10 740
2,003 2,681
Expenses:
Operating 713 694
Administrative 181 156
Maintenance 155 124
Depreciation 324 317
Interest 499 566
Property taxes 210 200
2,082 2,057
(Loss) income before extraordinary item (79) 624
Extraordinary item - loss on early
extinguishment of debt -- (43)
Net (loss) income $ (79) $ 581
Net (loss) income allocated to
general partners (1%) $ (1) $ 6
Net (loss) income allocated to
limited partners (99%) (78) 575
Net (loss) income $ (79) $ 581
Net (loss) income per limited partnership unit:
(Loss) income before extraordinary item $ (5.18) $ 40.92
Extraordinary item -- (2.82)
Net (loss) income $ (5.18) $ 38.10
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARK COMMUNITIES, LTD.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 15,112 $ 1 $ 15,112 $ 15,113
Partners' deficit at
December 31, 1994 15,093 $ (169) $ (3,531) $ (3,700)
Net income for the year ended
ended December 31, 1995 -- 6 575 581
Partners' deficit at
December 31, 1995 15,093 (163) (2,956) (3,119)
Net loss for the year ended
December 31, 1996 -- (1) (78) (79)
Abandonment of partnership
units (49) -- -- --
Partners' deficit at
December 31, 1996 15,044 $ (164) $ (3,034) $ (3,198)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARK COMMUNITIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (79) $ 581
Adjustments to reconcile net (loss) income to
net cash provided by operating
activities
Depreciation 324 317
Amortization of loan costs 50 65
Bad debt recovery, net (10) (740)
Extraordinary loss on extinguishment
of debt -- 43
Change in accounts:
Restricted cash (1) 2
Accounts receivable (5) 165
Escrows for taxes 13 (19)
Other assets 2 --
Accounts payable 17 4
Tenant security deposit liabilities 1 (4)
Other liabilities (33) (113)
Net cash provided by
operating activities 279 301
Cash flows from investing activities:
Property improvements and replacements (74) (54)
Collection of AMIT receivable -- 750
Net cash (used in) provided by
investing activities (74) 696
Cash flows from financing activities:
Payments on mortgage notes payable (38) (966)
Net cash used in financing activities (38) (966)
Net increase in cash and cash equivalents 167 31
Unrestricted cash and cash equivalents at
beginning of year 180 149
Unrestricted cash and cash equivalents at
end of year $ 347 $ 180
Supplemental disclosure of cash flow
Cash paid for interest $ 449 $ 505
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARK COMMUNITIES, LTD.
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Angeles Park Communities, Ltd. (the "Partnership") is a California limited
partnership organized on June 24, 1980, to acquire and operate manufactured home
and recreational vehicle park communities. The Partnership's Managing General
Partner is Angeles Realty Corporation ("ARC"), an affiliate of Insignia
Financial Group, Inc., ("Insignia"). As of December 31, 1996, the Partnership
operates one mobile home park and one recreational vehicle park located in
Brooksville, Florida.
Principles of Consolidation:
The financial statements include all the accounts of the Partnership and its
majority owned Partnerships. All significant interpartnership balances have
been eliminated. Minority interest is immaterial and not shown separately in
the financial statements.
Allocations to Partners:
Net income and losses (excluding those arising from the occurrence of sales or
dispositions) of the Partnership will be allocated 1% to the General Partners
and 99% to the Limited Partners on an annual basis.
In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership assets will be allocated first to the Managing
General Partner to the extent of the amount of Incentive Distribution to which
the Managing General Partner is entitled. Any gain remaining after said
allocation will be allocated to the General Partners and Limited Partners in
proportion to their interests in the Partnership.
Distributions of available cash, except as discussed below, are allocated among
the Limited Partners and General Partners in accordance with the Agreement of
Limited Partnership.
Upon the sale or other disposition, or refinancing, of any asset of the
Partnership other than in connection with the dissolution of the Partnership,
the Distributable Net Proceeds, if any, thereof which the Managing General
Partner determines are not required for support of the operations of the
Partnership must be distributed: (i) first, to the General Partners and the
Limited Partners in proportion to their interests in the Partnership, until all
Limited Partners have received distributions equal to their Original Capital
Investment applicable to the Disposition plus their 6% Cumulative Distribution;
(ii) second, to the Managing General Partner in an amount equal to 4% of the
aggregate sales price of the property; (iii) third, to the General Partners and
the Limited Partners in proportion to their interests in the Partnership until
all Limited Partners have received their additional 4% cumulative Distribution;
and (iv) thereafter the remaining proceeds of the disposition shall be
distributed eighty-eight (88%) to the Partners in proportion to their interests
in the Partnership, and twelve percent (12%) to the Managing General Partner.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 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
alternative depreciation system is used for depreciation of (1) real property
additions over 40 years, and (2) personal property additions over 6-20 years.
Cash and Cash Equivalents:
Unrestricted Cash: The Partnership considers all highly liquid investments with
a maturity, when purchased, of three months or less to be cash equivalents. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Restricted Cash - Tenant Security Deposits: The Partnership requires security
deposits for the recreational vehicle pads in order to hold the pads until the
tenant arrives and considers the deposits to be restricted cash. Deposits are
applied to the rent when the tenant departs if there has been no damage to the
pad.
Leases:
As of December 31, 1996, the Partnership had 255 lifetime leases at its mobile
home park with an average annual rent per lot of $1,000. Such leases, which are
much less than the park's average annual rental per lot of $2,065 in 1996, can
only be increased upon move-out or death of the lessor. The other leases are
generally for twelve month terms.
Loan Costs:
Loan costs of $350,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1996, accumulated amortization is $125,000.
Amortization of loan costs is included in interest expense.
Investment Properties:
During the fourth quarter of 1995 the Partnership adopted "FASB Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The effect of
adoption was not material.
Fair Value:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate that value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities. The Partnership estimates the fair value of its fixed rate
mortgage by discounted cash flow analysis, based on estimated borrowing rates
currently available to the Partnership ("Note B").
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 accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - MORTGAGE NOTE PAYABLE
The principle terms of the mortgage note payable are as follows (Dollar amounts
in thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Cloverleaf Farms &
Cloverleaf Forest
1st mortgage $41 9.1% 07/15/01 $4,692 $4,914
In 1995 the Partnership recognized a loss on early extinguishment of debt of
approximately $43,000 on the write-off of unamortized loan costs associated with
the payoff of the second mortgage note.
The estimated fair value of the Partnership's debt is approximately $5,235,000.
This estimate is not necessarily indicative of the amounts the Partnership may
pay in actual market transactions.
Scheduled principal payments on the mortgage note payable subsequent to December
31, 1996, are as follows (Dollar amounts in thousands):
1997 $ 42
1998 46
1999 50
2000 55
2001 4,721
$4,914
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net (loss) income as reported and Federal taxable loss
result primarily from (1) depreciation over different methods and lives and on
differing cost bases, (2) change in rental income received in advance, and (3)
bad debt allowances. The following is a reconciliation of reported net (loss)
income and Federal taxable loss (in thousands):
1996 1995
Net (loss) income as reported $ (79) $ 581
Add (deduct):
Depreciation differences 47 --
Unearned income 3 11
Bad debt (10) (1,022)
Miscellaneous (5) (3)
Federal taxable loss $ (44) $ (433)
Federal taxable loss
per limited partnership unit $ (2.90) $ (28.39)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit (in thousands):
Partners' deficit as reported $ (3,198)
Land and buildings 229
Accumulated depreciation (73)
Syndication and distribution costs 1,724
Prepaid rent 157
Other 25
Partners' deficit - Federal tax basis $ (1,136)
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates in 1996 and 1995 (Dollar amounts in
thousands):
1996 1995
Property management fees $ 99 $ 91
Reimbursement for services of
affiliates $ 133 $ 96
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing 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
Managing General Partner by virtue of the agent's obligations is not
significant.
In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust, formerly affiliated with Angeles, initiated litigation against
the Partnership and other partnerships which loaned money to AMIT seeking to
avoid repayment of such obligations. The Partnership subsequently filed a
counterclaim against AMIT seeking to enforce the obligation, the principal
amount of which was $750,000 plus accrued interest from March 1993 ("AMIT
Obligation"). This amount was fully reserved in 1993.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP had declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 and 1996 annual meetings in connection with the
election of trustees and other matters. MAE GP has not exerted and continues to
decline to exert any management control over or participate in the management of
AMIT. However, MAE GP may choose to vote these shares as it deems appropriate
in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of
the Managing General Partner and an affiliate of Insignia Financial Group, Inc.,
("Insignia") which provides property management and partnership administration
services to the Partnership, owns 126,500 Class A Shares of AMIT at December 31,
1996. As of February 1, 1997, the number of shares owned by LAC decreased to
96,800. These Class A Shares entitle LAC to vote approximately 2.2% of the
total shares. In addition, Insignia has engaged and continues to engage in
discussions with AMIT regarding various potential business combinations with
affiliates of Insignia.
On November 9, 1994, the Partnership executed a definitive Settlement Agreement
to settle the dispute with respect to the AMIT Obligation. The actual closing
of the Settlement occurred April 14, 1995. The Partnership's claim was
satisfied by a cash payment to the Partnership totaling $827,000 (the
"Settlement Amount") at closing, of which $750,000 was payment of the obligation
mentioned above and $77,000 was previously unrecognized interest income.
As part of the above described settlement, MAE GP granted to AMIT an option to
acquire the Class B Shares owned by it. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(Dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Cloverleaf Farms &
Cloverleaf Forest $4,914 $1,043 $3,844 $ 985
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Cloverleaf Farms &
Cloverleaf Forest $ 1,043 $4,829 $5,872 $4,546 11/10/81 5-15
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1996 1995
Balance at beginning of year $5,798 $5,744
Property Improvements 74 54
Balance at end of year $5,872 $5,798
Years Ended December 31,
1996 1995
Accumulated Depreciation
Balance at beginning of year $4,222 $3,905
Additions charged to expense 324 317
Balance at end of year $4,546 $4,222
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $6,101,000 and $6,027,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $4,619,000 and $4,342,000.
NOTE F - LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 49 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss for that entire year. The loss per limited partnership unit in
the accompanying consolidated statements of operations is calculated based on
the number of units outstanding at the beginning of the year.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Ernst & Young, LLP regarding the 1996 or 1995
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The names of the directors and executive officers of Angeles Realty Corporation
("ARC"), the Partnership's Managing General Partner as of December 31, 1996,
their ages and the nature of all positions with ARC presently held by them are
as follows:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and
a Director of U.S. Shelter Corporation, a real estate services company, which
sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia Financial Group, Inc. ("Insignia") since January 1991. Mr. Jarrard
was employed by U.S. Shelter in a similar capacity for the three years prior to
his joining Insignia.
John K. Lines, Esq. has been Insignia's General Counsel and Secretary since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel
and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida.
From October 1991 until May 1993, Mr. Lines was a Senior Attorney with BANC ONE
CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an
attorney with Squire Sanders & Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of the General Partner and has served
as Secretary of Insignia since 1991. Ms. Buechler is a graduate of the
University of North Carolina.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's Managing General
Partner and its affiliates, as described in "Item 12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partners may be expelled from
the Partnership upon 90 days written notice. In the event that successor
general partners have been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partners an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partners' interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between i)
the balance of the General Partners' capital account and ii) the fair market
value of the share of Distributable Net Proceeds to which the Managing General
Partner would be entitled. Determination of the fair market value of the share
of Distributable Net Proceeds is defined in Article 12.2 (b) of the Agreement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of ARC.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates in 1996 and 1995 (Dollar amounts in
thousands):
1996 1995
Property management fees $ 99 $ 91
Reimbursement for services of
affiliates $ 133 $ 96
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing 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
Managing General Partner by virtue of the agent's obligations is not
significant.
In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust, formerly affiliated with Angeles, initiated litigation against
the Partnership and other partnerships which loaned money to AMIT seeking to
avoid repayment of such obligations. The Partnership subsequently filed a
counterclaim against AMIT seeking to enforce the obligation, the principal
amount of which was $750,000 plus accrued interest from March 1993 ("AMIT
Obligation"). This amount was fully reserved in 1993.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP had declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 and 1996 annual meeting in connection with the
election of trustees and other matters. MAE GP has not exerted and continues to
decline to exert any management control over or participate in the management of
AMIT. However, MAE GP may choose to vote these shares as it deems appropriate
in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of
the Managing General Partner and an affiliate of Insignia Financial Group, Inc.,
("Insignia") which provides property management and partnership administration
services to the Partnership, owns 126,500 Class A Shares of AMIT at December 31,
1996. As of February 1, 1997, the number of shares owned by LAC decreased to
96,800. These Class A Shares entitle LAC to vote approximately 2.2% of the
total shares. In addition, Insignia has engaged and continues to engage in
discussions with AMIT regarding various potential business combinations with
affiliates of Insignia.
On November 9, 1994, the Partnership executed a definitive Settlement Agreement
to settle the dispute with respect to the AMIT Obligation. The actual closing
of the Settlement occurred April 14, 1995. The Partnership's claim was
satisfied by a cash payment to the Partnership totaling $827,000 (the
"Settlement Amount") at closing, of which $750,000 was payment of the obligation
mentioned above and $77,000 was previously unrecognized interest income.
As part of the above described settlement, MAE GP granted to AMIT an option to
acquire the Class B Shares owned by it. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index contained herein.
(b) Reports on Form 8-K during the fourth quarter of 1996: None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ANGELES PARK COMMUNITIES, LTD.
By: Angeles Realty Corporation
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Partnership and
in the capacities and on the dates indicated.
Signature/Title Title Date
/s/Carroll D. Vinson President and March 28, 1997
Carroll D. Vinson Director
/s/Robert D. Long, Jr. Vice President and March 28, 1997
Robert D. Long, Jr. Chief Accounting Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited
Partnership dated June 24, 1980, filed in form 10K
dated October 31, 1982, incorporated herein by
reference.
10.1 Purchase and Sale Agreement with Exhibits -
Cloverleaf Farms, filed in Form 8K dated November 13,
1981, incorporated herein by reference.
10.2 Promissory Note - Cloverleaf, filed in Form 10Q dated
April 30, 1987, incorporated herein by reference.
10.3 Purchase and Sale Agreement with Exhibits - The
Hills, filed in Form 8K dated December 24, 1992,
incorporated herein by reference.
10.4 Stock Purchase Agreement dated November 24, 1992
showing the purchase of 100% of the outstanding stock
of Angeles Realty Corporation II by IAP GP
Corporation, a subsidiary of MAE GP Corporation,
filed in form 8K dated December 31, 1992, which is
incorporated herein by reference.
16.1 Change in independent auditors, filed in Form 8K
dated January 15, 1991, incorporated herein by
reference.
16.2 Change in independent auditors, filed in Form 8K
dated October 11, 1993, incorporated herein by
reference.
27 Financial Data Schedule
99.1 Agreement of Limited Partnership for Angeles Park
Communities GP Limited Partnership and Angeles Park
Communities, Ltd. entered into on September 15, 1993.
99.2 Agreement of Limited Partnership for Cloverleaf Farms
Limited Partnership between Angeles Park Communities
GP Limited Partnership and Angeles Park Communities,
Ltd. entered into on September 15, 1993.
99.3 Agreement in principle between the Registrant and
Angeles Mortgage Investment Trust, filed in Form 8K
dated September 6, 1994, incorporated herein by
reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles Park
Communities, Ltd. 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000317969
<NAME> ANGELES PARK COMMUNITIES, LTD.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 347
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,872
<DEPRECIATION> (4,546)
<TOTAL-ASSETS> 1,953
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,914
0
0
<COMMON> 0
<OTHER-SE> (3,198)
<TOTAL-LIABILITY-AND-EQUITY> 1,953
<SALES> 0
<TOTAL-REVENUES> 2,003
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,082
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 499
<INCOME-PRETAX> (79)
<INCOME-TAX> 0
<INCOME-CONTINUING> (79)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (79)
<EPS-PRIMARY> (5.18)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
