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 September 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.)
55 Beattie Place, 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)
September 30, 1998
Assets
Cash and cash equivalents $ 738
Receivables and deposits 271
Other assets 165
Investment properties:
Land $ 1,043
Buildings and related personal property 4,933
5,976
Less accumulated depreciation (4,670) 1,306
$ 2,480
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 44
Tenant security deposit liabilities 2
Accrued property taxes 170
Other liabilities 199
Mortgage note payable 4,838
Partners' Deficit
General partners' $ (160)
Limited partners' (15,044 units issued
and outstanding) (2,613) (2,773)
$ 2,480
See Accompanying Notes to Financial Statements
b)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 558 $ 523 $ 1,620 $ 1,532
Other income 12 8 37 22
Total revenues 570 531 1,657 1,554
Expenses:
Operating 227 240 669 709
General and administrative 48 38 154 128
Depreciation 18 17 53 52
Interest 123 124 369 372
Property taxes 57 55 170 163
Total expenses 473 474 1,415 1,424
Net income $ 97 $ 57 $ 242 $ 130
Net income allocated
to general partners (1%) $ 1 $ -- $ 2 $ 1
Net income allocated
to limited partners (99%) 96 57 240 129
$ 97 $ 57 $ 242 $ 130
Net income per limited
partnership unit $ 6.38 $ 3.79 $ 15.95 $ 8.57
See Accompanying Notes to Financial Statements
c)
ANGELES PARK COMMUNITIES, LTD.
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(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, 1997 15,044 $ (162) $ (2,853) $ (3,015)
Net income for the nine months
ended September 30, 1998 -- 2 240 242
Partners' deficit at
September 30, 1998 15,044 $ (160) $ (2,613) $ (2,773)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
d)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 242 $ 130
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 53 52
Amortization of loan costs 37 37
Change in accounts:
Receivables and deposits (215) (157)
Other assets 13 (31)
Accounts payable 10 (29)
Tenant security deposit liabilities (1) --
Accrued property taxes 170 163
Other liabilities (60) 23
Net cash provided by operating activities 249 188
Cash flows used in investing activities:
Property improvements and replacements (8) (89)
Cash flows used in financing activities:
Payments on mortgage note payable (34) (31)
Net increase in cash and cash equivalents 207 68
Cash and cash equivalents at beginning of period 531 347
Cash and cash equivalents at end of period $ 738 $ 415
Supplemental disclosure of cash flow information:
Cash paid for interest $ 332 $ 335
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 nine
month periods ended September 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 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. Affiliates of the Managing General Partner provide
property management and asset management services to the Partnership. 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 amounts were incurred by the Managing General Partner and
affiliates during the nine month periods ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating expenses) $ 82 $ 78
Reimbursements for services of affiliates
(included in general and administrative expenses) 110 98
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.
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.
NOTE D - SUBSEQUENT EVENT
Subsequent to September 30, 1998, the Partnership entered into an agreement with
an unaffiliated party to sell Cloverleaf Farms - Mobile Home Park. The
potential purchaser is currently conducting a due diligence review of the
property, pursuant to the Contract to Purchase and Sell Property. The Managing
General Partner expects the sale to be completed by November 1998.
NOTE E - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the entity which controls the Managing
General Partner. Also, effective October 1, 1998 IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares.
AIMCO has agreed to vote all of the IPT Shares owned by it in favor of the IPT
Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
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 nine month periods ended September 30, 1998
and 1997:
Average Occupancy
Property 1998 1997
Cloverleaf Farms, Mobile Home Park 98% 98%
Brooksville, Florida
Cloverleaf Forest, Recreational 62% 73%
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 and third quarter of 1998. Despite the drop in
occupancy, rental income increased slightly during the nine months ended
September 30, 1998.
The Partnership's net income was approximately $97,000 and $242,000 for the
three and nine month periods ended September 30, 1998, respectively, as compared
to a net income of approximately $57,000 and $130,000 for the three and nine
month periods ended September 30, 1997, respectively. The increase in net
income is primarily due to an increase in rental and other income and a decrease
in operating expense partially offset by an increase in general and
administrative expenses.
Rental income increased for the three and nine month periods ended September 30,
1998, due to rental rate increases at both of 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 nine month periods ended
September 30, 1998, due to a decrease in maintenance expense. The decrease in
maintenance expense resulted from decreases in contract yard and grounds work at
Cloverleaf Farms. There were no expenditures for major repairs and maintenance
during the nine months ended September 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 and audit 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 September 30, 1998, the Partnership held cash and cash equivalents of
approximately $738,000, versus approximately $415,000 at September 30, 1997.
The increase in cash and cash equivalents was approximately $207,000 and
$68,000, respectively, for the nine month periods ended September 30, 1998 and
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. Partially offsetting this
increase is an increase in receivables and deposits due to the timing of
receipts and a decrease in other liabilities due to the timing of payments. Net
cash used in investing activities decreased as a result of fewer property
improvements and replacements made during the nine months ended September 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 various properties 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. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The Managing General Partner is currently assessing the need for capital
improvements at each of the Partnership's properties. To the extent that
additional capital improvements are required, the Partnership's distributable
cash flow, if any, may be adversely affected at least in the short term. The
mortgage indebtedness of approximately $4,839,000 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 will attempt to refinance such
indebtedness or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure. See below for information
relating to the possible sale of Cloverleaf Farms. Future cash distributions
will depend on the levels of net cash generated from operations, refinancings,
property sales and the availability of cash reserves. The Partnership's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations to permit distributions to its partners in 1998 or subsequent
periods.
Subsequent to September 30, 1998, the Partnership entered into an agreement with
an unaffiliated party to sell Cloverleaf Farms - Mobile Home Park. The
potential purchaser is currently conducting a due diligence review of the
property, pursuant to the Contract to Purchase and Sell Property. The Managing
General Partner expects the sale to be completed by November 1998.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired
approximately 51% of the outstanding common shares of beneficial interest of
Insignia Properties Trust ("IPT"), the entity which controls the Managing
General Partner. Also, effective October 1, 1998 IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares.
AIMCO has agreed to vote all of the IPT Shares owned by it in favor of the IPT
Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
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 Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and AIMCO. The complaint seeks monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the 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 has filed demurrers to the
amended complaint which are scheduled to be heard on January 8, 1999. The
Managing General Partner believes the action to be without merit, and intends to
vigorously defend it.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC. v.
Insignia Financial Group, Inc., et al. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the Managing General Partner. Plaintiffs
allege that they have requested from, but have been denied by each of the
Subject Partnerships, lists of their respective limited partners for the purpose
of making tender offers to purchase up to 4.9% of the limited partner units of
each of the Subject Partnerships. The complaint also alleges that certain of the
defendants made tender offers to purchase limited partner units in many of the
Subject Partnerships, with the alleged result that plaintiffs have been deprived
of the benefits they would have realized from ownership of the additional units.
The plaintiffs assert eleven causes of action, including breach of contract,
unfair business practices, and violations of the partnership statutes of the
states in which the Subject Partnerships are organized. Plaintiffs seek
compensatory, punitive and treble damages. The Managing General Partner filed
an answer to the complaint on September 15, 1998. The Managing General Partner
believes the claims to be without merit and intends to defend the action
vigorously.
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 September 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/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/ Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Park Communities 1998 Third Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000317969
<NAME> ANGELES PARK COMMUNITIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 738
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,976
<DEPRECIATION> 4,670
<TOTAL-ASSETS> 2,480
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,838
0
0
<COMMON> 0
<OTHER-SE> (2,773)
<TOTAL-LIABILITY-AND-EQUITY> 2,480
<SALES> 0
<TOTAL-REVENUES> 1,657
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,415
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 369
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 242
<EPS-PRIMARY> 15.95<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
