FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from.........to.........
Commission file number 0-10199
ANGELES PARK COMMUNITIES, LTD.
(Exact name of small business issuer as specified in its charter)
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)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES PARK COMMUNITIES, LTD.
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1998
Assets
Cash and cash equivalents $ 672
Receivables and deposits 195
Other assets 177
Investment properties:
Land $ 1,043
Buildings and related personal property 4,927
5,970
Less accumulated depreciation (4,652) 1,318
$ 2,362
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 40
Tenant security deposit liabilities 2
Accrued property taxes 113
Other liabilities 227
Mortgage note payable 4,850
Partners' Deficit
General partners' $ (161)
Limited partners' (15,044 units issued
and outstanding) (2,709) (2,870)
$ 2,362
See Accompanying Notes to Financial Statements
b)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 514 $ 497 $ 1,062 $ 1,009
Other income 13 7 25 14
Total revenues 527 504 1,087 1,023
Expenses:
Operating 228 264 442 469
General and administrative 56 47 106 90
Depreciation 18 18 35 35
Interest 123 124 246 248
Property taxes 56 54 113 108
Total expenses 481 507 942 950
Net income (loss) $ 46 $ (3) $ 145 $ 73
Net income allocated
to general partners (1%) $ -- $ -- $ 1 $ 1
Net income (loss) allocated
to limited partners (99%) 46 (3) 144 72
$ 46 $ (3) $ 145 $ 73
Net income (loss) per limited
partnership unit $ 3.06 $ (.20) $ 9.57 $ 4.79
See Accompanying Notes to Financial Statements
c)
ANGELES PARK COMMUNITIES, LTD.
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 15,112 $ 1 $ 15,112 $ 15,113
Partners' deficit at
December 31, 1997 15,044 $ (162) $ (2,853) $ (3,015)
Net income for the six months
ended June 30, 1998 -- 1 144 145
Partners' deficit at
June 30, 1998 15,044 $ (161) $ (2,709) $ (2,870)
See Accompanying Notes to Financial Statements
d)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 145 $ 73
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 35 35
Amortization of loan costs 25 25
Change in accounts:
Receivables and deposits (139) (94)
Other assets 13 (3)
Accounts payable 6 (25)
Tenant security deposit liabilities (1) --
Accrued property taxes 113 108
Other liabilities (32) (23)
Net cash provided by operating activities 165 96
Cash flows used in investing activities:
Property improvements and replacements (2) (89)
Cash flows used in financing activities:
Payments on mortgage note payable (22) (21)
Net increase (decrease) in cash and cash equivalents 141 (14)
Cash and cash equivalents at beginning of period 531 347
Cash and cash equivalents at end of period $ 672 $ 333
Supplemental disclosure of cash flow information:
Cash paid for interest $ 221 $ 223
See Accompanying Notes to Financial Statements
e)
ANGELES PARK COMMUNITIES, LTD.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Angeles Park Communities,
Ltd. (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Angeles Realty Corporation (the "Managing General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended June 30, 1998, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - 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. Effective February 25, 1998, the Managing General
Partner became wholly-owned by Insignia Properties Trust ("IPT"), an affiliate
of Insignia Financial Group, Inc. ("Insignia"). On February 25, 1998, the
former owner of the Managing General Partner, MAE GP Corporation ("MAE GP"), an
affiliate of Insignia, was merged into IPT. The Partnership Agreement provides
for certain payments to affiliates for services and as reimbursement of certain
expenses incurred by affiliates on behalf of the Partnership.
The following amounts were incurred by the Managing General Partner and
affiliates during the six month periods ended June 30, 1998 and 1997 (in
thousands):
1998 1997
Property management fees (included in operating expenses) $ 54 $ 52
Reimbursements for services of affiliates
(included in general and administrative expenses) 73 64
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner but with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE C - CONTINGENCY
The homeowners association of Cloverleaf Farms has filed a complaint against the
Partnership alleging improper assessment of utility pass-on charges and other
complaints. The Managing General Partner believes that the claims asserted are
without merit and intends to vigorously defend them.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of one mobile home park and one
recreational vehicle park. The following table sets forth the average occupancy
of the properties for each of the six month periods ended June 30, 1998 and
1997:
Average Occupancy
Property 1998 1997
Cloverleaf Farms, Mobile Home Park 98% 99%
Brooksville, Florida
Cloverleaf Forest, Recreational 69% 79%
Vehicle Park
Brooksville, Florida (1)
(1) The Managing General Partner attributes the decrease in occupancy to
increased rental rates and unusually hot and dry weather conditions in
Florida during the second quarter of 1998. Despite the drop in occupancy,
rental income increased during the six months ended June 30, 1998.
The Partnership's net income was approximately $46,000 and $145,000 for the
three and six month periods ended June 30, 1998, respectively, as compared to a
net loss of approximately $3,000 and net income of approximately $73,000 for
three and six month periods ended June 30, 1997, respectively. The increase in
net income is primarily due to an increase in rental and other income and a
decrease in operating expenses partially offset by an increase in general and
administrative expenses.
Rental income increased for the three and six month periods ended June 30, 1998,
due to rental rate increases at both the Partnership's investment properties.
Other income increased primarily as a result of an increase in interest income
due to an increase in cash reserves held by the Partnership. Operating expenses
decreased for the three and six month periods ended June 30, 1998, due to a
decrease in maintenance expenses. The decrease in maintenance expenses resulted
from decreases in contract yard and grounds work and exterior building repairs
at Cloverleaf Farms. There were no expenditures for major repairs and
maintenance during the six months ended June 30, 1998 or 1997. Partially
offsetting these increases to net income was an increase in general and
administrative expenses resulting from an increase in Managing General Partner
reimbursements as well as an increase in legal expenses.
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.
On June 30, 1998, the Partnership held cash and cash equivalents of
approximately $672,000, versus approximately $333,000 at June 30, 1997. The
increase in cash and cash equivalents was approximately $141,000 for the six
month period ended June 30, 1998, versus a decrease of approximately $14,000 for
the corresponding period in 1997. Net cash provided by operating activities
increased primarily due to an increase in net income, as discussed above, and a
decrease in cash used for accounts payable due to the timing of payments. Also
contributing to the increase in cash provided by operations was an increase in
cash provided by other assets due to the receipt of utility deposits. Net cash
used in investing activities decreased as a result of fewer property
improvements and replacements made during the six months ended June 30, 1998.
Net cash used in financing activities remained relatively constant.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the investment properties to adequately maintain the
physical assets and other operating needs of the Partnership. The mortgage
indebtedness of approximately $4,850,000 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. The Managing General Partner received a purchase offer from the
homeowners association of Cloverleaf Farms. The Managing General Partner
rejected the initial offer and extended a counteroffer to the homeowners
association. This counteroffer was then rejected by the homeowners association.
During the second quarter, a revival and reinstatement agreement was signed
between the Managing General Partner and the homeowners association. Subsequent
to June 30, 1998, this agreement was terminated. The Managing General Partner
is currently evaluating the feasibility of the sale of the Partnership's
investment properties. Future cash distributions will depend on the levels of
net cash generated from operations, property sales or refinancing and the
availability of cash reserves. There were no cash distributions during the six
months ended June 30, 1998 and 1997.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates as well as a recently announced agreement between Insignia and AIMCO.
The complaint seeks monetary damages and equitable relief, including judicial
dissolution of the Partnership. On June 25, 1998, the Managing General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, the plaintiffs have filed an amended complaint. The Managing General
Partner believes the action to be without merit, and intends to vigorously
defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on From 8-K: None filed during the quarter ended June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARK COMMUNITIES, LTD.
By: Angeles Realty Corporation
Its Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President and Chief Accounting
Officer
Date: August 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Park Communities, Ltd. 1998 Second Quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000317969
<NAME> ANGELES PARK COMMUNITIES, LTD.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 672
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,970
<DEPRECIATION> 4,652
<TOTAL-ASSETS> 2,362
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,850
0
0
<COMMON> 0
<OTHER-SE> (2,870)
<TOTAL-LIABILITY-AND-EQUITY> 2,362
<SALES> 0
<TOTAL-REVENUES> 1,087
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 696
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 246
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<FN>
<F1>Registrant has an unclassified balance sheet.
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