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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-11767
ANGELES INCOME PROPERTIES, LTD. II
(Exact name of small business issuer as specified in its charter)
California 95-3793526
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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 INCOME PROPERTIES, LTD. II
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1999
Assets
Cash and cash equivalents $ 3,505
Receivables and deposits (net of allowance
for doubtful accounts of $396) 561
Restricted escrows 798
Other assets 657
Investment in joint venture 58
Investment properties:
Land $ 2,198
Buildings and related personal property 34,707
36,905
Less accumulated depreciation (26,597) 10,308
$ 15,887
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 113
Tenant security deposit liabilities 282
Accrued property taxes 235
Other liabilities 179
Mortgage notes payable 17,894
Partners' Deficit
General partners $ (468)
Limited partners (99,784 units issued and
outstanding) (2,348) (2,816)
$ 15,887
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $1,595 $1,749 $3,409 $3,532
Other income 122 152 212 256
Total revenues 1,717 1,901 3,621 3,788
Expenses:
Operating 592 903 1,184 1,526
General and administrative 78 72 149 142
Depreciation 386 459 853 917
Interest 357 360 714 721
Property taxes 155 140 307 289
Total expenses 1,568 1,934 3,207 3,595
Equity in income of joint venture 26 25 427 9
Income (loss) before
extraordinary item 175 (8) 841 202
Equity in extraordinary loss on
the extinguishment of debt
of joint venture (Note C) -- -- (1) --
Net income (loss) $ 175 $ (8) $ 840 $ 202
Net income allocated to general
partners (1%) $ 2 $ -- $ 8 $ 2
Net income (loss) allocated
to limited partners (99%) 173 (8) 832 200
$ 175 $ (8) $ 840 $ 202
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary item $ 1.73 $(0.08) $ 8.35 $ 2.00
Extraordinary item -- -- (0.01) --
Net income (loss) $ 1.73 $(0.08) $ 8.34 $ 2.00
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 100,000 $ 1 $ 50,000 $ 50,001
Partners' deficit
at December 31, 1998 99,784 $ (476) $ (3,180) $ (3,656)
Net income for the six months
ended June 30, 1999 -- 8 832 840
Partners' deficit
at June 30, 1999 99,784 $ (468) $ (2,348) $ (2,816)
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 840 $ 202
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 853 917
Amortization of discounts, loan costs and lease
commissions 49 49
Bad debt expense (recovery), net 75 (77)
Equity in income of joint venture (427) (9)
Equity in extraordinary loss on extinguishment
of debt of joint venture 1 --
Loss on disposal of property 35 39
Change in accounts:
Receivables and deposits 18 (22)
Other assets (42) 7
Accounts payable (6) (169)
Tenant security deposit payable 13 5
Accrued property taxes (19) (26)
Other liabilities (53) 17
Net cash provided by operating activities 1,337 933
Cash flows from investing activities:
Property improvements and replacements (265) (656)
Net withdrawals from restricted escrows 54 285
Distributions from joint venture 380 --
Repayment of advances to joint venture 46 --
Net cash provided by (used in) investing
activities 215 (371)
Cash flows used in financing activities:
Payments on mortgage notes payable (110) (102)
Net increase in cash and cash equivalents 1,442 460
Cash and cash equivalents at beginning of period 2,063 3,099
Cash and cash equivalents at end of period $ 3,505 $ 3,559
Supplemental disclosure of cash flow information:
Cash paid for interest $ 674 $ 682
See Accompanying Notes to Consolidated Financial Statements
e)
ANGELES INCOME PROPERTIES, LTD. II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. II (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-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 II (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, 1999, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1999. 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, 1998.
Certain reclassifications have been made to the 1998 balances to conform to the
1999 presentation.
Principles of Consolidation
The consolidated financial statements of the Partnership include all accounts of
the Partnership and its 99% limited partnership interest in Georgetown AIP II,
LP and its 100% owned limited liability corporation interest in AIPL II GP, LLC.
Although legal ownership of the respective asset remains with these entities,
the Partnership retains all economic benefits from the properties. As a result,
the Partnership consolidates its interests in these two entities, whereby all
accounts are included in the consolidated financial statements of the
Partnership with all interentity accounts being eliminated.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. ("Insignia") and Insignia
Properties Trust ("IPT") merged into Apartment Investment and Management
Company, a publicly traded real estate investment trust ("AIMCO"), with AIMCO
being the surviving corporation (the "Insignia Merger"). As a result, AIMCO
acquired 100% ownership interest in the Managing General Partner. The Managing
General Partner does not believe that this transaction will have a material
effect on the affairs and operations of the Partnership.
NOTE C - INVESTMENT IN JOINT VENTURE
The Partnership had a 14.4% investment in Princeton Golf Course JV ("Joint
Venture"). On February 26, 1999, the Joint Venture sold its only investment
property, Princeton Meadows Golf Course, to an unaffiliated third party. The
sale resulted in net proceeds of approximately $3,411,000 after payment of
closing costs, resulting in a gain on sale of approximately $3,108,000. The
Partnership's 1999 pro-rata share of this gain is approximately $448,000. In
connection with the sale, a commission of $153,000 was paid to the Managing
General Partner in accordance with the Joint Venture Agreement. The Joint
Venture also recognized an extraordinary loss on the early extinguishment of
debt of approximately $7,000 as a result of unamortized loan costs being written
off. The Partnership's pro-rata share of this extraordinary loss is
approximately $1,000.
Condensed balance sheet information of the Joint Venture at June 30, 1999, is as
follows:
June 30, 1999
(in thousands)
Assets
Cash $ 355
Other assets 51
Total $ 406
Liabilities and Partners' Capital
Other liabilities $ 15
Partners' capital 391
Total $ 406
The condensed profit and loss statement of the Joint Venture is summarized as
follows:
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
(in thousands) (in thousands)
Revenue $ 61 $ 541 $ 91 $ 744
Costs and expenses (100) (364) (231) (681)
(Loss) income before gain on sale
of property and extraordinary
loss on extinguishment of debt (39) 177 (140) 63
Gain on sale of property 223 -- 3,108 --
Extraordinary loss on
extinguishment of debt -- -- (7) --
Net income $ 184 $ 177 $2,961 $ 63
The Partnership's 14.4% equity interest in the income of the Joint Venture for
the six months ended June 30, 1999, was approximately $427,000. The equity
interest in the income of the Joint Venture for the six months ended June 30,
1998, was approximately $9,000. The Partnership also realized equity in the
extraordinary loss on extinguishment of debt of approximately $1,000 for the six
months ended June 30, 1999.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorous
readings that were slightly higher than the range prescribed by the New Jersey
Department of Environmental Protection ("DEP"). The Joint Venture notified DEP
of the findings when they were first discovered. However, DEP had not given any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture engaged an engineering firm to
conduct consulting and compliance work and a second firm to perform the field
work necessary for the clean-up. Field work was in process with skimmers in
place at three test wells on the site. These skimmers were in place to detect
any residual fuel that may still have been in the ground. The expected
completion date of the compliance work was to be sometime in 1999. The Joint
Venture originally recorded a liability of $199,000 for the costs of the clean-
up. At February 26, 1999, the balance in the liability for clean-up costs was
approximately $53,000. Upon the sale of the Golf Course, as noted above, the
joint venture received documents from the Purchaser releasing the Joint Venture
from any further responsibility or liability with respect to the clean-up.
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were paid or
accrued to the Managing General Partner and affiliates during the six months
ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expense) $169 $172
Reimbursement for services of affiliates,
(included in operating expense, general and
administrative expense and investment properties) 114 121
Due from affiliate 26 --
During the six months ended June 30, 1999 and 1998, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from all of the
Registrant's residential properties for providing property management services.
The Registrant paid to such affiliates approximately $169,000 and $161,000 for
the six months ended June 30, 1999 and 1998, respectively. During the six
months ended June 30, 1998, affiliates of the Managing General Partner were
entitled to varying percentages of gross receipts from the Registrant's
commercial property for providing property management services. These services
were performed by affiliates of the Managing General Partner for the six months
ended June 30, 1998 and were approximately $11,000. Effective October 1, 1998
(the effective date of the Insignia Merger), these services for the commercial
property were provided by an unrelated party.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $114,000 and
$121,000 for the six months ended June 30, 1999 and 1998, respectively,
including approximately $53,000 and $34,000, respectfully, in construction
oversight costs.
Additionally, the Partnership paid approximately $6,000 during the six months
ended June 30, 1998, to an affiliate of the Managing General Partner for lease
commissions at the Partnership's commercial property. These lease commissions
are included in other assets and are amortized over the terms of the respective
leases.
On April 24, 1998, an affiliate of the Managing General Partner ("the
Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 40,000 of the outstanding
units of limited partnership interest ("Units") in the Partnership at a purchase
price of $150 per Unit, net to the seller in cash. On May 21, 1998, the tender
offer was officially closed with 8,908 Limited Partner Units (8.93% of the total
outstanding Units) being acquired by the Purchaser at $150.00 per Unit.
On May 13,1999, AIMCO Properties, L.P., an affiliate of the Managing
General Partner commenced a tender offer to purchase up to 34,849.06
(approximately 34.92% of the total outstanding units) units of limited
partnership interest in the Partnership for a purchase price of $191 per unit.
The offer expired on July 30, 1999. Pursuant to the offer, AIMCO Properties,
L.P. acquired 4,687.00 units. As a result, AIMCO and its affiliates currently
own 27,271.00 units of limited partnership interest in the Partnership
representing approximately 27.33% of the total outstanding units. It is
possible that AIMCO or its affiliates will make one or more additional offers to
acquire additional limited partnership interests in the Partnership for cash or
in exchange for units in the operating partnership of AIMCO.
Angeles Mortgage Investment Trust, ("AMIT"), a real estate investment trust,
provided financing to the Joint Venture (see "Note C" above). Pursuant to a
series of transactions, affiliates of the Managing General Partner acquired
ownership interests in Angeles Mortgage Investment Trust ("AMIT"). On September
17, 1998, AMIT was merged with and into IPT, the entity which controls the
Managing General Partner. Effective February 26, 1999, IPT was merged into
AIMCO. As a result, AIMCO was the current holder of the AMIT loan. On February
26, 1999, Princeton Meadows Golf Course was sold to an unaffiliated third party.
Upon closing, the AMIT principal balance of $1,567,000 plus accrued interest of
approximately $17,000 was paid off.
NOTE E - SEGMENT REPORTING
The Partnership has two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of three apartment complexes in New Jersey, Indiana and North Carolina. The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less. The commercial property segment consists of a retail shopping
center located in Montgomery, Alabama. This property leases space to a discount
store, various specialty retail outlets, and several restaurants at terms
ranging from 12 months to twenty years.
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the year ended
December 31, 1998.
The Partnership's reportable segments are investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the six months ended June 30, 1999 and 1998 is shown in
the tables below (in thousands). The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segments.
1999
Residential Commercial Other Totals
Rental income $ 3,142 $ 267 $ -- $ 3,409
Other income 183 4 25 212
Interest expense 714 -- -- 714
Depreciation 782 71 -- 853
General and administrative expense -- -- 149 149
Equity in income of joint venture -- -- 427 427
Equity in extraordinary loss on
extinguishment of debt of
joint venture -- -- (1) (1)
Segment profit 488 50 302 840
Total assets 12,920 883 2,084 15,887
Capital expenditures for investment
properties 265 -- -- 265
1998
Residential Commercial Other Totals
Rental income $ 3,046 $ 486 $ -- $ 3,532
Other income 174 5 77 256
Interest expense 721 -- -- 721
Depreciation 784 133 -- 917
General and administrative expense -- -- 142 142
Equity in income of joint venture -- -- 9 9
Segment profit (loss) 70 188 (56) 202
Total assets 13,007 1,267 2,526 16,800
Capital expenditures for investment
properties 579 77 -- 656
NOTE F - 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 entities which were, at
the time, affiliates of Insignia ("Insignia 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 filed an amended complaint. The Managing General Partner has filed
demurrers to the amended complaint which were scheduled to be heard during
February 1999. No ruling on such demurrers has been received. The Managing
General Partner does not anticipate that costs associated with this case, if
any, will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussions of the Registrant's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of three apartment complexes and
one commercial property. The following table sets forth the average occupancy
of the properties for both of the six months ended June 30, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Atlanta Crossing Shopping Center 56% 73%
Montgomery, Alabama
Deer Creek Apartments 98% 97%
Plainsboro, New Jersey
Georgetown Apartments 94% 95%
South Bend, Indiana
Landmark Apartments 93% 91%
Raleigh, North Carolina
Bruno's, an anchor tenant, declared bankruptcy and vacated its space in Atlanta
Crossing during February of 1998. This tenant was subleasing the space and the
previous tenant is liable for, and the Partnership expects that it will pay, its
rental payments through the year 2007. It is unknown to what extent this
vacancy will negatively impact the performance of the shopping center in the
future. Atlanta Crossing's average occupancy for 1998 shown above represents the
center's physical occupancy. Because the original tenant has continued making
the rental payments, the center's economic average occupancy for both of the six
months ended June 30, 1999 and 1998 is 87% and 91%, respectively.
Results of Operations
The Partnership's net income for the six months ended June 30, 1999, was
approximately $840,000 compared to approximately $202,000 for the six months
ended June 30, 1998. The Partnership's net income for the three months ended
June 30, 1999, was approximately $175,000 compared to a net loss of
approximately $8,000 for the three months ended June 30, 1998. The increase in
net income for the three and six months ended June 30, 1999, is primarily due to
the equity in income of the joint venture due to the sale of Princeton Meadows
Golf Course as discussed below. The increase in net income before the equity in
income of joint venture of approximately $182,000 and $221,000, respectively,
for the three and six months ended June 30, 1999, is primarily due to a decrease
in total expenses which is partially offset by a decrease in total revenues.
The decrease in expenses is primarily due to a decrease in operating and
depreciation expenses. The decrease in operating expenses was primarily due to
decreased spending on major repairs and maintenance. These repairs were mostly
related to a renovation project at Landmark Apartments which was completed
during 1998. This renovation project included the correction of drainage
problems and related foundation repairs along with exterior building repairs and
painting in order to improve the appearance of the property. In addition,
insurance expense decreased for all the Partnership's properties due to a change
in insurance carriers. The Partnership recorded losses on disposal of property
of approximately $35,000 and $39,000 for the six months ended June 30, 1999 and
1998, respectively. Both the 1999 and 1998 losses resulted from the write-off of
siding at Dear Creek Apartments. Both of these write-offs were the result of
assets not fully depreciated at the time of replacement. Depreciation expense
decreased due to assets becoming fully depreciated at Atlanta Crossing. The
decrease in total revenue is due to a decrease in rental and other income.
Rental income decreased for the three and six month periods ended June 30, 1999,
primarily due to increased bad debt expense at Atlanta Crossing, as well as
decreased tenant reimbursements at Atlanta Crossing. Partially offsetting these
decreases was increased average rental rates at all the Partnership's
residential properties and increased occupancy at Deer Creek Apartments and
Landmark Apartments which more than offset decreases in occupancy at Atlanta
Crossing and Georgetown Apartments. The decrease in other income is primarily
due to a decrease in interest income as a result of a lower cash balance in
interest-bearing accounts.
General and administrative expenses remained relatively constant for the
comparable periods. Included in general and administrative expenses at both
June 30, 1999 and 1998, are reimbursements to the Managing General Partner
allowed under the Partnership Agreement associated with its management of the
partnership. Costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
The Partnership had a 14.4% investment in the Princeton Meadows Golf Course
Joint Venture ("Joint Venture"). For the six months ended June 30, 1999, the
Partnership realized equity in the income of the joint venture of approximately
$427,000, compared to equity in the income of the joint venture of approximately
$9,000 for the six months ended June 30, 1998, (See "Note C - Investment in
Joint Venture"). On February 26, 1999, the Joint Venture sold its only
investment property, Princeton Meadows Golf Course, to an unaffiliated third
party. The sale resulted in net proceeds of approximately $3,411,000 after
payment of closing costs, resulting in a gain on sale of approximately
$3,108,000. The Partnership's 1999 pro-rata share of this gain is approximately
$448,000. In connection with the sale, a commission of $153,000 was paid to the
Managing General Partner in accordance with the Joint Venture Agreement. The
Joint Venture also recognized an extraordinary loss on the early extinguishment
of debt of approximately $7,000 as a result of unamortized loan costs 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 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 needed to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of approximately $3,505,000 at
June 30, 1999, compared to approximately $3,559,000 at June 30, 1998. The
increase in cash and cash equivalents of approximately $1,442,000 since December
31, 1998, is due to approximately $1,337,000 of cash provided by operating
activities and approximately $215,000 of cash provided by investing activities
which was partially offset by approximately $110,000 of cash used in financing
activities. Cash provided by investing activities consisted of net withdrawals
from escrow accounts maintained by the mortgage lenders, a distribution from the
Joint Venture and repayment of an advance to the Joint Venture which was
partially offset by property improvements and replacements. Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Partnership's properties. The Partnership invests its working
capital reserves in money market accounts.
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. Capital
improvements planned for each of the Registrant's properties are detailed below.
Atlanta Crossing
During the six months ended June 30, 1999, the Partnership did not complete any
capital improvements. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the Managing General Partner on interior improvements, it is estimated that the
property requires approximately $300,000 of capital improvements over the next
few years. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $58,000 for 1999, which includes certain of the
required improvements and consists of tenant improvements.
Deer Creek
During the six months ended June 30, 1999, the Partnership spent approximately
$189,000 on capital improvements consisting primarily of building improvements,
parking lot resurfacing, and interior decoration. These improvements were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $535,000 of capital improvements over
the next few years. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $649,000 for 1999, which includes certain of the
required improvements and consists of landscaping and irrigation improvements,
parking lot and pool repairs, exterior painting, and other interior and exterior
building improvements.
Georgetown
During the six months ended June 30, 1999, the Partnership spent approximately
$33,000 on capital improvements which consisted primarily of carpet and vinyl
replacement and appliances. These improvements were funded from operating cash
flow. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the Managing
General Partner on interior improvements, it is estimated that the property
requires approximately $259,000 of capital improvements over the next few years.
The Partnership has budgeted, but is not limited to, capital improvements of
approximately $683,000 for 1999, which includes certain of the required
improvements and consists of roof replacement, parking lot repairs, exterior
painting, and other interior and exterior building improvements.
Landmark
During the six months ended June 30, 1999, the Partnership spent approximately
$43,000 on capital improvements consisting primarily of carpet and vinyl
replacement and air conditioning unit replacements. These improvements were
funded from capital and replacement reserves. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $378,000 of capital
improvements over the next few years. The Partnership has budgeted, but is not
limited to, capital improvements of approximately $458,000 for 1999, which
includes certain of the required improvements and consists of landscaping and
irrigation improvements, parking lot repairs, siding replacement, exterior
painting and carpet replacements.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Partnership's distributable cash flow,
if any, may be adversely affected at least in the short term.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $17,894,000, net of discount, is amortized over
periods ranging from 29 to 30 years with balloon payments due in 2003. The
Managing General Partner will attempt to refinance such indebtedness and/or sell
the properties prior to such maturity date. If the properties cannot be
refinanced or sold for a sufficient amount, the Partnership may risk losing such
properties through foreclosure.
There were no cash distributions to the partners during the six months ended
June 30, 1999 and 1998. Subsequent to June 30, 1999, a distribution from
operations in the amount of $700,000 (approximately $693,000 to the limited
partners or $6.95 per limited partnership unit) was declared and paid. Future
cash distributions will depend on the levels of cash generated from operations,
the availability of cash reserves and the timing of debt maturities,
refinancings and/or property sales. The Partnership's distribution policy will
be reviewed on a semi-annual basis. There can be no assurance, however, that
the Partnership will generate sufficient funds from operations after required
capital expenditures to permit additional distributions to its partners in 1999
or subsequent periods.
Tender Offer
On May 13,1999, AIMCO Properties, L.P., an affiliate of the Managing
General Partner commenced a tender offer to purchase up to 34,849.06
(approximately 34.92% of the total outstanding units) units of limited
partnership interest in the Partnership for a purchase price of $191 per unit.
The offer expired on July 30, 1999. Pursuant to the offer, AIMCO Properties,
L.P. acquired 4,687.00 units. As a result, AIMCO and its affiliates currently
own 27,271.00 units of limited partnership interest in the Partnership
representing approximately 27.33% of the total outstanding units. It is
possible that AIMCO or its affiliates will make one or more additional offers to
acquire additional limited partnership interests in the Partnership for cash or
in exchange for units in the operating partnership of AIMCO.
Year 2000 Compliance
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 digits 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 of the 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.
Over the past two years, 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
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation 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.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 entities which were, at
the time, affiliates of Insignia ("Insignia 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 filed an amended complaint. The Managing General Partner has filed
demurrers to the amended complaint which were scheduled to be heard during
February 1999. No ruling on such demurrers has been received. The Managing
General Partner does not anticipate that costs associated with this case, if
any, will be material to the Partnership's overall operations.
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 Form 8-K:
None were filed during the quarter ended June 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. II
By: Angeles Realty Corporation II
Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: August 6, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. II 1999 Second Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000711642
<NAME> ANGELES INCOME PROPERTIES, LTD. II
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,505
<SECURITIES> 0
<RECEIVABLES> 561
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 36,905
<DEPRECIATION> 26,597
<TOTAL-ASSETS> 15,887
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 17,894
0
0
<COMMON> 0
<OTHER-SE> (2,816)
<TOTAL-LIABILITY-AND-EQUITY> 15,887
<SALES> 0
<TOTAL-REVENUES> 3,621
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,207
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 714
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (1)
<CHANGES> 0
<NET-INCOME> 840
<EPS-BASIC> 8.34<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
