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 March 31, 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 (IRS 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)
March 31, 1998
Assets
Cash and cash equivalents $ 630
Receivables and deposits 123
Other assets 195
Investment properties:
Land $ 1,043
Buildings and related personal property 4,925
5,968
Less accumulated depreciation (4,634) 1,334
$ 2,282
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 41
Tenant security deposit liabilities 2
Accrued property taxes 57
Other liabilities 237
Mortgage note payable 4,861
Partners' Deficit
General partners' $ (161)
Limited partners' (15,044 units issued
and outstanding) (2,755) (2,916)
$ 2,282
See Accompanying Notes to Financial Statements
b)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 548 $ 512
Other income 12 7
Total revenues 560 519
Expenses:
Operating 214 205
General and administrative 50 43
Depreciation 17 17
Interest 123 124
Property taxes 57 54
Total expenses 461 443
Net income $ 99 $ 76
Net income allocated to general partners (1%) $ 1 $ 1
Net income allocated to limited partners (99%) 98 75
$ 99 $ 76
Net income per limited partnership unit $ 6.51 $ 5.00
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 three months
ended March 31, 1998 -- 1 98 99
Partners' deficit at
March 31, 1998 15,044 $ (161) $(2,755) $(2,916)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
d)
ANGELES PARK COMMUNITIES, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net income $ 99 $ 76
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 17 17
Amortization of loan costs 13 12
Change in accounts:
Receivables and deposits (67) (41)
Other assets 7 --
Accounts payable 7 (42)
Tenant security deposit liabilities (1) --
Accrued property taxes 57 54
Other liabilities (22) (14)
Net cash provided by operating activities 110 62
Cash flows used in investing activities:
Property improvements and replacements -- (73)
Cash flows used in financing activities:
Payments on mortgage note payable (11) (10)
Net increase (decrease) in cash and cash equivalents 99 (21)
Cash and cash equivalents at beginning of period 531 347
Cash and cash equivalents at end of period $ 630 $ 326
Supplemental disclosure of cash flow information:
Cash paid for interest $ 111 $ 112
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 month
period ended March 31, 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. The Managing General Partner is wholly-owned by Insignia
Properties Trust ("IPT"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). 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 three month periods ended March 31, 1998 and 1997 (in
thousands):
1998 1997
Property management fees (included in operating expenses) $ 28 $ 27
Reimbursement for services of affiliates
(included in general and administrative expenses) 36 32
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 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
the third quarter 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. In addition, the Managing
General Partner is negotiating with the homeowners association regarding the
possible sale of the investment properties.
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 three month periods ended March 31, 1998 and
1997:
Average Occupancy
Property 1998 1997
Cloverleaf Farms, Mobile Home Park 98% 99%
Brooksville, Florida
Cloverleaf Forest, Recreational 96% 85%
Vehicle Park
Brooksville, Florida (1)
(1)The Managing General Partner attributes the increase in occupancy to more
severe winter weather in other parts of the country resulting in tenants
staying through the end of March 1998. Typically, tenants start to leave in
February.
The Partnership's net income for the three months ended March 31, 1998 was
approximately $99,000, versus net income of approximately $76,000 for the three
months ended March 31, 1997. The increase in net income is primarily due to an
increase in rental revenue partially offset by a slight increase in operating
and general and administrative expenses.
Rental revenue increased for the three month period ended March 31, 1998, due to
fewer leases executed below the market rent schedule at Cloverleaf Farms,
partially offset by a slightly decrease in occupancy. Operating expenses
increased as a result of increases in electric, water, and sewer expenses and
salaries for the property manager and maintenance personnel at Cloverleaf Farms.
Partially offsetting the increase in operating expenses at Cloverleaf Farms were
decreases in maintenance expenses, consisting primarily of contract yard
maintenance, pool repairs, contract repairs and exterior building improvements.
General and administrative expenses increased slightly as a result of increases
in reimbursements to the Managing General Partner and increases in fees paid for
taxes, licenses and to other outside professionals.
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 March 31, 1998, the Partnership held cash and cash equivalents of
approximately $630,000, versus approximately $326,000 at March 31, 1997. The
increase in net cash was approximately $99,000 for the three months ended March
31, 1998, versus a decrease of approximately $21,000 for the comparable period
in 1997. Net cash provided by operating activities increased primarily due to
an increase in net income and an increase in accounts payable as a result of a
change in the timing of payments. The decrease in net cash used in investing
activities was a result of the absence of property improvements and replacements
during the three months ended March 31, 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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. The mortgage indebtedness
of approximately $4,861,000 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. Negotiations are still ongoing with regard to a possible sale of
the Partnership's properties. Currently, the homeowners association is trying to
obtain additional financing. 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 during the three
months ended March 31, 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 to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The Managing General Partner was only recently served with the
complaint which it believes to be without merit, and intends to vigorously
defend the action.
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 March 31, 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: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Park Communities, Ltd. 1998 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 630
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,968
<DEPRECIATION> 4,634
<TOTAL-ASSETS> 2,282
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,861
0
0
<COMMON> 0
<OTHER-SE> (2,916)
<TOTAL-LIABILITY-AND-EQUITY> 2,282
<SALES> 0
<TOTAL-REVENUES> 560
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 123
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 99
<EPS-PRIMARY> 6.51<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
