U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-16116
ANGELES OPPORTUNITY PROPERTIES, LTD.
California
(State or other jurisdiction of 95-4052473
incorporation or organization) (I.R.S.Employer
Identification No.)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X
No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $2,204,725
State the aggregate market value of the voting stock held by nonaffiliated
of the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days. Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Interests, it is the General Partner's belief
that such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Angeles Opportunity Properties, Ltd. (the "Partnership") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership (hereinafter
referred to as the "Agreement") dated June 29, 1984, as amended. The
Partnership's general partner is Angeles Realty Corporation II (the "General
Partner"), a California corporation.
The Partnership, through its public offering of Limited Partnership units,
sold 12,425 units aggregating $12,425,000. The General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership. The
Partnership was formed for the purpose of acquiring fee interests in various
types of real property. The Partnership presently owns two investment
properties. The General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The General Partner is vested
with full authority as to the general management and supervision of the business
and affairs of the Partnership. Limited Partners have no right to participate
in the management or conduct of such business and affairs. Insignia Management
Group, L.P. provides day-to-day management services for the Partnership's
investment properties.
The business in which the Partnership is engaged is highly competitive, and
the Partnership is not a significant factor in its industry. Each of its
apartment properties is located in or near a major urban area and, accordingly,
competes for rentals not only with similar apartment properties in its immediate
area but with hundreds of similar apartment properties throughout the urban
area. Such competition is primarily on the basis of location, rents, services
and amenities. In addition, the Partnership competes with significant numbers
of individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
Item 2. Description of Properties:
The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Lake Meadows Apartments 3/31/88 Fee ownership subject to a Residential Rental
first and second mortgage 96 units
Lakewood Apartments 11/01/89 Fee ownership subject to Residential Rental
a first mortgage 288 units
</TABLE>
The Partnership sold one building at Oquendo Warehouses on January 20, 1995,
to the tenant occupying the building. The Partnership sold the two remaining
buildings at Oquendo Warehouse on May 5, 1995 (See "Item 6. Management's
Discussion and Analysis or Plan of Operation" for further details).
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Lake Meadows Apts. $2,275,211 $ 447,604 5-40 yrs S/L 1,851,823
Lakewood Apts. 5,716,222 908,308 5-40 yrs S/L 5,438,282
$7,991,433 $1,355,912 $7,290,105
</TABLE>
See Note A of the financial statements included in Item 7 for a description
of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Lake Meadows Apts.
1st mortgage $1,693,127 7.83% 10 years 10/2003 $1,488,603
2nd mortgage (1) 53,550 7.83% 10 years 10/2003 53,550
Lakewood Apartments
1st mortgage 2,631,102 10.38% 37 years 03/2008 29,274
4,377,779
Unamortized discount (29,199)
Total $ 4,328,580 $1,571,427
<FN>
1) Interest only payments.
</TABLE>
Schedule of Rental Rates and Occupancy:
Average Annual Average
Rental Rates Occupancy
Property 1995 1994 1995 1994
Lake Meadows Apartments $6,357/unit $6,030/unit 93% 96%
Lakewood Apartments 5,309/unit 5,012/unit 95% 94%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The multi-
family residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Lake Meadows Apartments $ 51,011 2.55
Lakewood Apartments 146,426 2.85
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. Management of the Registrant believes that all such
routine matters are adequately covered by insurance and will be resolved without
a material adverse effect upon the Partnership's financial condition, results of
operation, or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
The Unit holders of the Registrant did not vote on any matter during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security Holder
Matters
The Partnership, a publicly-held limited partnership, sold 12,425 Limited
Partnership Units during its offering period through June 25, 1988, and
currently has 1,792 Limited Partners of record. There is no intention to sell
additional Limited Partnership Units nor is there an established market for
these Units.
Cash distributions to the limited partners from operations have been declared
during the two years ended December 31, 1995 and 1994 as follows:
Declaration Date Amount Per Unit
May 26, 1995 $278.87
November 30, 1994 80.00
May 27, 1994 4.38
The Partnership expects that cash distributions will continue to be paid in
the future to the extent that they are supportable by cash from operations.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership realized net income for the year ended December 31, 1995 of
$1,067,258, versus $93,283 for the year ended December 31, 1994. The increase
in net income can be attributed to the gain recognized on the sale of the
buildings at Oquendo Warehouse during 1995.
Overall, total revenues and total expenses decreased in 1995 as compared to
1994. The decreases in rental income, other income, operating expense, property
management fees, maintenance expense, depreciation expense, and tenant
reimbursements can all be attributed to the sale of Oquendo Warehouse (See
discussion below). The decrease in other income was also influenced by the
decrease in corporate units revenue at Lakewood and a decrease in deposit
forfeitures at Lake Meadows. These decreases were offset somewhat by an
increase in interest income due to higher cash balances for part of 1995, as a
result of the cash proceeds from the sale of Oquendo Warehouse. These proceeds
were subsequently distributed to the partners. General and administrative
expenses decreased due to a decrease in partnership administration cost
reimbursements. Property tax expense increased in 1995 due to an increase in
the appraised value of Lake Meadows Apartments. This increase was offset by a
decrease in tax expense as a result of the sale of Oquendo Warehouse. The bad
debt expense for 1995 is due to the write-off of certain amounts considered
uncollectible for past due rent and common area maintenance charges relating to
one of the tenants at Oquendo Warehouse.
On January 20, 1995, the Partnership sold one building at Oquendo Warehouse,
located at 3550 W. Quail Avenue in Las Vegas, Nevada to the tenant occupying the
building, Czarnowski Display Service, Inc. Total consideration was $1,325,000
resulting in a gain on sale of the property of $491,930. On May 5, 1995, the
Partnership sold the remaining two buildings at Oquendo Warehouse, located at
3655 W. Quail and 3600 W. Oquendo in Las Vegas, Nevada, to an unrelated third
party. Total consideration was $2,250,000 resulting in a gain on the sale of
the property of $465,830. Due to the above transactions, a total gain on sale
of the property of $957,760 was realized in 1995. The General Partner believed
that the sale of the property was in the best interest of the Partnership.
On March 27, 1995, Lake Meadows Apartments sustained damage to the roofs of
the apartment units due to a severe hailstorm. This casualty was covered by
insurance. Due to the receipt of additional insurance proceeds over the book
value of the roofs written off, a casualty gain of $44,446 was recorded.
During the second quarter of 1994, the investment property Oquendo Warehouse
replaced a roof on one of its buildings. The cost of the new roof was in excess
of the book value of the old roof. The write off of the old roof resulted in a
$5,559 loss on the disposition of the property.
As part of the ongoing business plan of the Partnership, the 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 expenses. As part of
this plan, the 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
General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At December 31, 1995, the Partnership had unrestricted cash of $1,079,601 as
compared to $1,101,528 at December 31, 1994. Net cash provided by operating
activities decreased for the year ended December 31, 1995, as compared to the
year ended December 31, 1994 due to decreases in unearned rent and other
liabilities. Net cash provided by investing activities increased due to the
cash proceeds received relating to the sale of Oquendo Warehouse during the year
ended December 31, 1995. Net cash used in financing activities increased due to
the distribution to the partners during the second quarter of 1995.
The Partnership's assets include a note receivable ("Note") of $1,850,000
from Rolling Greens Communities, Ltd. ("Borrower") collateralized by a first
trust deed on undeveloped commercial and mobile home park land adjacent to
Rolling Green Communities ("Rolling Greens"), and required interest only
payments computed at a 12.5% rate per annum with a maturity date of June 1997.
The note was in default due to non-payment and had been written down in prior
years to its estimated net realizable value of $1,070,000 which was based on the
estimated value of the collateral less cost to dispose.
During 1992, a refinancing of the first mortgage on Rolling Greens was
consummated. As a concession to the new first mortgage holder, Angeles
Corporation ("Angeles"), a former affiliate of the General Partner and/or its
affiliates, released or caused to be released a lien on the developed portion of
the mobile home park, retaining a lien upon undeveloped commercial and park
zoned land as security for the Note. The Partnership was informed and believes
that the release of the lien was without consideration to the Partnership.
Proceeds from the refinanced first mortgage and an additional $450,000 that
the Partnership advanced to the Borrower in 1992 under this Note included in the
note amount of $1,850,000 were used by the Borrower to pay off (i) third trust
deed financing that had been provided by Angeles Mortgage Investment Trust
("AMIT"), a real estate investment trust, and (ii) unsecured advances payable to
Angeles. Subsequent to the refinancing of the first mortgage discussed above,
the developed portion of Rolling Greens was sold to a third party and a note
receivable was received by the Partnership as consideration. AMIT continues to
have loans outstanding to the Partnership that owns the interest in the
Borrower.
On April 29, 1994, the Partnership, the Borrower and AMIT entered into an
agreement as to the distribution of the sales proceeds generated by the sale of
certain real estate owned by the Borrower. On August 29, 1994, the Partnership
received $1,061,440 in proceeds as a partial settlement from the above described
Note.
During the first quarter of 1995, the Partnership initiated foreclosure
proceedings under the terms of the Note against the Borrower relating to the
remaining security for the Note. At December 31, 1995, these foreclosure
proceedings are still in process. The General Partner anticipates that the
foreclosure will be consummated in 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B shares owned by it. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
affiliated with MAE GP as of November 9, 1994, (which is the date of execution
of a definitive Settlement Agreement) have been paid in full, but in no event
prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000
at closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B shares in accordance with the vote of the majority of the Class A
Shares voting to be determined without consideration of the votes of "Excess
Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT.
The Partnership's primary source of cash is from operations of its investment
properties, financing and interest income. Cash from these sources is utilized
for property operations, capital expenditures, and/or distributions to the
partners. In 1995, the Partnership made distributions to the limited partners
in the amount of $3,464,935, or $278.87 per limited partnership unit. In 1994,
the Partnership made distributions to the limited partners in the amount of
$1,048,422, or $84.38 per limited partnership unit.
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. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The mortgage indebtedness of $4,348,580 net of discount, is amortized over 10
years and 37 years with maturity dates of October 2003 and March 2008, at which
time the properties will either be refinanced or sold. Total cash distributed
was $3,499,935 for the year ended December 31, 1995, consisting of $3,464,935 to
the limited partners and $35,000 to the General Partner. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales, and the availability of cash reserves.
Item 7. Financial Statements
ANGELES OPPORTUNITY PROPERTIES, LTD.
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Opportunity Properties, Ltd.
We have audited the accompanying balance sheet of Angeles Opportunity
Properties, Ltd. as of December 31, 1995, and the related statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the two years in the period ended December 31, 1995. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Angeles Opportunity Properties,
Ltd. as of December 31, 1995, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 1, 1996
ANGELES OPPORTUNITY PROPERTIES, LTD.
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, 1995
<S> <C> <C>
Assets
Cash and cash equivalents:
Unrestricted $ 1,079,601
Restricted--tenant security deposits 42,740
Accounts receivable 4,714
Escrow for taxes 220,325
Restricted escrows 250,552
Other assets 186,488
Investment properties (Notes B and F):
Land $ 955,873
Buildings and related personal property 7,035,560
7,991,433
Less accumulated depreciation (1,355,912) 6,635,521
$ 8,419,941
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 193,251
Tenant security deposits 43,188
Accrued taxes 197,901
Other liabilities 88,580
Mortgage notes payable (Notes B and F) 4,348,580
Partners' (Deficit) Capital
General partner $ (68,206)
Limited partners (12,425 units issued
and outstanding) 3,616,647 3,548,441
$ 8,419,941
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES OPPORTUNITY PROPERTIES, LTD.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $2,080,591 $2,266,063
Other income 124,134 145,272
Total revenues 2,204,725 2,411,335
Expenses:
Operating 655,678 695,516
General and administrative 234,830 290,691
Property management fees (Note D) 107,746 112,862
Maintenance 232,398 283,102
Depreciation 267,645 333,993
Amortization of lease commissions 7,374 9,313
Interest 445,829 450,189
Property taxes 204,031 203,473
Bad debt expense 8,623 8,560
Tenant reimbursements (24,481) (45,995)
Total expenses 2,139,673 2,341,704
Income before loss on disposal of
property, gain on sale of investment
property and casualty gain 65,052 69,631
Loss on disposal of property -- (5,559)
Gain on sale of investment
property (Note F) 957,760 --
Casualty gain 44,446 29,211
Net income $1,067,258 $ 93,283
Net income allocated
to general partner (1%) $ 10,673 $ 933
Net income allocated to
limited partners (99%) 1,056,585 92,350
Net income $1,067,258 $ 93,283
Net income per limited
partnership unit $ 85.04 $ 7.43
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES OPPORTUNITY PROPERTIES, LTD.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C>
12,425 $ 1,000 $12,425,000 $12,426,000
Partners' (deficit) capital
at December 31, 1993 12,425 $ (34,222) $ 6,981,069 $ 6,946,847
Net income for the year
ended December 31, 1994 -- 933 92,350 93,283
Distributions to partners -- (10,590) (1,048,422) (1,059,012)
Partners' (deficit) capital at
December 31, 1994 12,425 (43,879) 6,024,997 5,981,118
Net income for the year
ended December 31, 1995 -- 10,673 1,056,585 1,067,258
Distributions to partners -- (35,000) (3,464,935) (3,499,935)
Partners' (deficit) capital at
December 31, 1995 12,425 $ (68,206) $ 3,616,647 $ 3,548,441
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES OPPORTUNITY PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,067,258 $ 93,283
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 267,645 333,993
Amortization of discounts, loan costs, and leasing
and leasing commissions 37,766 31,679
Bad debt expense 8,623 8,560
Gain on sale of investment property (957,760) --
Casualty gain (44,446) (29,211)
Loss on disposal of property -- 5,559
Change in accounts:
Restricted cash 36,629 (14,412)
Accounts receivable 12,308 9,037
Escrows for taxes (6,786) 36,575
Other assets (1,457) (12,674)
Accounts payable 1,985 (9,837)
Tenant security deposit liabilities (8,836) (3,414)
Accrued taxes 10,091 13,074
Other liabilities (52,009) 61,582
Net cash provided by operating activities 371,011 523,794
Cash flows from investing activities:
Property improvements and replacements (256,990) (177,995)
Proceeds from sale of investment property 3,392,871 --
Proceeds from settlement of note receivable -- 1,061,440
Deposits to restricted escrows (27,623) (44,777)
Withdrawals from restricted escrows 12,638 48,766
Insurance proceeds 106,130 68,681
Net cash provided by investing activities 3,227,026 956,115
Cash flows from financing activities:
Payments on mortgage notes payable (120,029) (108,645)
Loan costs -- (10,358)
Distributions to partners (3,499,935) (1,059,012)
Net cash used in financing activities (3,619,964) (1,178,015)
Net (decrease) increase in cash (21,927) 301,894
Cash at beginning of period 1,101,528 799,634
Cash at end of period $ 1,079,601 $ 1,101,528
Supplemental disclosure of cash flow information:
Cash paid for interest $ 416,440 $ 427,823
Property improvements and replacements included in
accounts payable $ 162,740 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES OPPORTUNITY PROPERTIES, LTD.
Notes to Financial Statements
December 31, 1995
Note A Organization and Significant Accounting Policies
Organization:
Angeles Opportunity Properties, Ltd. ("Partnership") is a California limited
partnership organized in June 1984 to acquire and operate residential and
commercial real estate properties. The Partnership's General Partner is Angeles
Realty Corporation II ("ARC II"), an affiliate of Insignia Financial Group,
Inc. As of December 31, 1995, the Partnership operates two residential
properties located in Texas.
Principles of Consolidation:
The financial statements include all of the accounts of the Partnership and its
majority owned partnerships. All significant interpartnership balances have
been eliminated. Minority interest is immaterial and is not shown separately in
the financial statements.
Allocations to Partners:
Allocations of Profits and Losses - In accordance with the Agreement, any gain
from the sale or other disposition of Partnership assets will be allocated first
to the General Partner to the extent of the amount of any Incentive Interest (as
defined below) to which the General Partner is entitled. Any gain remaining
after said allocation will be allocated to the Limited Partners in proportion to
their interests in the Partnership; provided that the gain shall first be
allocated to Partners with negative account balances, in proportion to such
balances, in an amount equal to the sum of such negative capital account
balances. The Partnership will allocate other profits and losses 1% to the
General Partner and 99% to the Limited Partners.
For financial reporting purposes, net income (loss) is allocated 1% to the
General Partner and 99% to the Limited Partners.
Distributions - Except as discussed below, the Partnership will allocate
distributions 1% to the General Partner and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows:
(i) First, to the Partners in proportion to their interests until the Limited
Partners have received proceeds equal to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until Limited Partners
have received distributions from all sources equal to their 6% Cumulative
Distribution, (iii) Third, to the General Partner until it has received its
cumulative distributions in an amount equal to 3% of the aggregate disposition
prices of all real properties, mortgages or other investments sold (Initial
Incentive Interest); (iv) Fourth, to the Partners until the Limited Partners
have received distributions equal to their 4% (not compounded) Cumulative
Distribution, with certain Limited Partners receiving priority distributions
ranging from 2% to 6% per annum (not compounded); and (v) Thereafter, 76% to the
Partners in proportion to their interests and 24% to the General Partner (Final
Incentive Interest).
Depreciation:
Depreciation is provided by the straight-line method over the estimated lives of
the investment properties and related personal property. For Federal income tax
purposes, the accelerated cost recovery method is used (1) for real property
over 18 years for additions after March 15, 1984 and before May 9, 1985 and 19
years for additions after May 8, 1985 and before January 1, 1987, and (2) for
personal property over 5 years for additions prior to January 1, 1987. As a
result of the Tax Reform Act of 1986, for additions after December 31, 1986, the
alternative depreciation system is used for depreciation of (1) real property
additions over 40 years, and (2) personal property additions over 6-20 years.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity when
purchased of three months or less to be cash equivalents. At certain times, the
amount of cash deposited at a bank may exceed the limit on insured deposits.
Investment Properties:
Prior to the fourth quarter of 1995, investment properties were carried at the
lower of cost or estimated fair value, which was determined using the higher of
the property's non-recourse debt amount, when applicable, or the net operating
income of the investment property capitalized at a rate deemed reasonable for
the type of property. During the fourth quarter of 1995 the Partnership adopted
FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of, which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. The
effect of adoption was not material.
Loan Costs:
Loan costs of $255,993 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the lives of
the loans. At December 31, 1995, accumulated amortization is $80,216.
Note A Organization and Significant Accounting Policies (continued)
Leases:
The Partnership generally leases apartment units for twelve-month terms or
less.
Tenant Security Deposits:
The Partnership requires security deposits from all apartment lessees for the
duration of the lease. Deposits are refunded when the tenant vacates the
apartment space if there has been no damage to the unit.
Restricted Escrows:
Capital Improvement - In conjunction with the refinancing of Lake Meadows
Apartments mortgage note payable in 1993, the Partnership established a
"Capital Improvement Escrows" for certain capital improvements. At December
31, 1995, the balance in the account was $27,348. The capital improvements
are anticipated to be completed in calendar year 1996 and any excess funds
will be returned for property operations.
Reserve Account - In addition to the Capital Improvement Escrows, a general
Reserve Account was also established. These funds were to cover necessary
repairs and replacements of existing improvements, debt service, out-of-
pocket expenses incurred for ordinary and necessary administrative tasks, and
payment of real property taxes and insurance premiums. The Partnership was
required to deposit net operating income (as defined in the mortgage note)
from the financed property to the reserve account until the reserve account
equaled $400 per apartment unit or $38,400. The reserve account was fully
funded at December 31, 1995.
Replacement Reserves - The Partnership maintains a replacement reserve with
the holder of the mortgage note payable on Lakewoods Apartments. These funds
are available for the maintenance of the property. The balance at December
31, 1995 was $158,104.
Advertising Costs:
Advertising costs, $49,962 in 1995 and $60,851 in 1994, are charged to expense
as incurred and are included in operating expenses.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Note A Organization and Significant Accounting Policies (continued)
Reclassification:
Certain reclassifications have been made to the 1994 balances to conform to the
1995 presentation.
Fair Value:
In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and cash equivalents approximates fair value due to short-term maturities.
The Partnership estimates the fair value of its fixed rate mortgages by
discounted cash flow analysis, based on estimated borrowing rates currently
available to the Partnership (Note B).
Note B Notes Payable
The principal terms of notes payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C>
Lake Meadows Apts.
1st mortgage $12,654 7.83% 10/2003 $1,488,603 $1,693,127
2nd mortgage (1) 349 7.83% 10/2003 53,550 53,550
Lakewood Apartments
1st mortgage 31,702 10.38% 03/2008 29,274 2,631,102
4,377,779
Unamortized discount (29,199)
Totals $44,705 $1,571,427 $4,348,580
<FN>
(1) Interest only payments.
</TABLE>
The Partnership exercised an interest rate buy-down option for Lake Meadows when
the debt was refinanced, reducing the stated rate from 8.13% to 7.83%. The fee
for the interest rate reduction amounted to $35,000 and is being amortized as a
loan discount on the interest method over the life of the loan. The discount
fee is reflected as a reduction of the mortgage notes payable and increases the
effective rate of the debt to 8.13%.
The estimated fair values of the Partnership's aggregate debt is $4,711,000.
This estimate is not necessarily indicative of the amounts the Partnership may
pay in actual market transactions.
Note B Notes Payable (continued)
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership s rental properties and by pledge of revenues from the respective
rental properties. Certain of the notes include prepayment penalties if repaid
prior to maturity.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1995 are as follows:
1996 $132,556
1997 146,435
1998 161,781
1999 178,749
2000 197,512
Thereafter 3,560,746
$4,377,779
Note C - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net income (loss) as reported and Federal taxable (loss)
income result primarily from (1) depreciation over different methods and lives
and on differing cost bases of the properties, (2) change in rental income
received in advance, (3) and allowance for doubtful accounts. The following is
a reconciliation of reported net income (loss) and Federal taxable income
(loss):
1995 1994
Net income (loss) as reported $1,067,258 $ 93,283
Add (deduct):
Depreciation differences 40,599 69,538
Unearned income (47,895) 53,142
Casualty gain (44,446)
Gain on disposition (142,088)
Miscellaneous (6,127) (13,633)
-- (780,000)
Allowance for doubtful accounts
Federal taxable income (loss) $ 867,301 $(577,670)
Federal taxable income (loss) per
limited partnership unit $ 69.10 $ (46.03)
Note C - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net assets as reported $3,548,441
Land and buildings 201,868
Accumulated depreciation 452,716
Syndication and distribution costs 1,837,724
Other (21,521)
Net assets - Federal tax basis $6,019,228
Note D - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following payments were paid to the General Partner and
affiliates in 1995 and 1994:
1995 1994
Property management fees $107,746 $112,862
Reimbursement for services of affiliates 144,319 167,037
Marketing services 239 166
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
See Note E for discussion of transaction with Angeles Mortgage Investment Trust
("AMIT").
Note E - Note Receivable
The Partnership's assets include a note receivable ("Note") of $1,850,000 from
Rolling Greens Communities, Ltd. ("Borrower") collateralized by a first trust
deed on undeveloped commercial and mobile home park land adjacent to Rolling
Green Communities ("Rolling Greens"), and required interest only payments
computed at a 12.5% rate per annum with a maturity date of June 1997. The note
was in default due to non-payment and had been written down in prior years to
its estimated net realizable value of $1,070,000 which was based on the
estimated value of the collateral less cost to dispose.
Note E - Note Receivable (continued)
During 1992, a refinancing of the first mortgage on Rolling Greens was
consummated. As a concession to the new first mortgage holder, Angeles
Corporation ("Angeles"), a former affiliate of the General Partner and/or its
affiliates, released or caused to be released a lien on the developed portion of
the mobile home park, retaining a lien upon undeveloped commercial and park
zoned land as security for the Note. The Partnership was informed and believes
that the release of the lien was without consideration to the Partnership.
Proceeds from the refinanced first mortgage and an additional $450,000 that the
Partnership advanced to the Borrower in 1992 under this Note and included in the
note amount of $1,850,000 were used by the Borrower to pay off (i) third trust
deed financing that had been provided by Angeles Mortgage Investment Trust
("AMIT"), a real estate investment trust, and (ii) unsecured advances payable to
Angeles. Subsequent to the refinancing of the first mortgage discussed above,
the developed portion of Rolling Greens was sold to a third party and a note
receivable was received by the Partnership as consideration. AMIT continues to
have loans outstanding to the Partnership that owns the interest in the
Borrower.
On April 29, 1994, the Partnership, the Borrower and AMIT entered into an
agreement as to the distribution of the sales proceeds generated by the sale of
certain real estate owned by the Borrower. On August 29, 1994, the Partnership
received $1,061,440 in proceeds as a partial settlement from the above described
Note.
During the first quarter of 1995, the Partnership initiated foreclosure
proceedings under the terms of the Note against the Borrower relating to the
remaining security for the Note. At December 31, 1995, these foreclosure
proceedings are still in process. The General Partner anticipates that the
foreclosure will be consummated in 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
Note E - Note Receivable (continued)
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships affiliated
with MAE GP as of November 9, 1994, (which is the date of execution of a
definitive Settlement Agreement) have been paid in full, but in no event prior
to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at
closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares in accordance with the vote of the majority of the Class A Shares
voting to be determined without consideration of the votes of "Excess Class A
Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT.
Note F - Investment Properties and Accumulated Depreciation
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Lake Meadows $ 1,717,478 (1) $ 472,823 $1,584,177 $ 218,210
Lakewood 2,631,102 483,050 3,490,950 1,742,223
Totals $ 4,348,580 $ 955,873 $5,075,127 $1,960,433
(1) Net of a $29,199 unamortized discount
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Land Property Total Depreciation Acquired Life-Years
Description
<S> <C> <C> <C> <C> <C> <C>
Lake Meadows $ 472,823 $1,802,387 $2,275,210 $ 447,604 3/31/88 10-40
Lakewood 483,050 5,233,173 5,716,223 908,308 11/01/89 10-40
Totals $ 955,873 $7,035,560 $7,991,433 $1,355,912
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Note F - Investment Properties and Accumulated Depreciation (continued)
Reconciliation of Investment Properties and Accumulated Depreciation :
Year Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $10,626,833 $10,517,466
Property improvements 419,730 177,995
Dispositions (3,055,130) (68,628)
Balance at End of Year $ 7,991,433 $10,626,833
Accumulated Depreciation
Balance at beginning of year $ 1,633,706 $1,323,311
Additions charged to expense 267,645 333,993
Dispositions (545,439) (23,598)
Balance at End of Year $ 1,355,912 $1,633,706
In 1995, the Partnership sold Oquendo Warehouse, one of its investment
properties to unaffiliated parties resulting in a gain to the Partnership of
$957,760. Net proceeds of $3,392,871 were distributed to the partners .
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $8,193,301 and $10,876,220. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and 1994
is $903,196 and $1,117,496.
PART III
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosures
There were no disagreements with Ernst & Young LLP regarding the 1995 or 1994
audits of the Partnership's financial statements.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The names of the directors and executive officers of Angeles Realty
Corporation II ("ARC II"), the Partnership's General Partner as of December 31,
1995, their age and the nature of all positions with ARC II presently held by
them are as follows:
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and
a Director of U.S. Shelter Corporation, a real estate services company, which
sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates. He is a graduate of the University of
Memphis.
William H. Jarrard, Jr. is Managing Director - Partnership Administration of
Insignia Financial Group, Inc. ("Insignia"). During the five years prior to
joining Insignia in 1991, he served in a similar capacity for U.S. Shelter. He
was previously associated with the accounting firm, Ernst & Whinney, for eleven
years. Mr. Jarrard is a graduate of the University of South Carolina and a
certified public accountant.
John K. Lines has been General Counsel and Secretary of Insignia since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was employed as an Associate Attorney with Squire Sanders & Dempsey in
Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's General Partner and
its affiliates, as described in Note D of the Financial Statements included
under Item 7, which is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the
terms of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partner may be expelled from
the Partnership upon 90 days written notice. In the event that a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partner an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partner's interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between (i)
the balance of the General Partner's capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
would be entitled. Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.
Item 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the years ended December 31, 1995 and December 31, 1994, the
transactions that occurred between the Partnership and ARC II and affiliates of
ARC II pursuant to the terms of the Agreement are disclosed under Note D of the
Partnerships' Financial Statements included under Item 7, which is hereby
incorporated by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) No Reports on Form 8-K were filed during the fourth quarter of
1995.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ANGELES OPPORTUNITY PROPERTIES, LTD.
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 11, 1996
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.
/s/Carroll D. Vinson President and Director March 11, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller March 11, 1996
Robert D. Long, Jr. (Principal Accounting
Officer)
ANGELES OPPORTUNITY PROPERTIES, LTD.
Exhibit Index
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited Partnership
filed in the Partnership's prospectus dated July 7, 1986
which is incorporated herein by reference.
10.1 Purchase and Sale Agreement with Exhibits - Lake Meadows
Apartments filed in Form 8K dated March 31, 1988, and is
incorporated herein by reference.
10.2 Purchase and Sale Agreement with Exhibits - Oquendo
Warehouses filed in form 8K dated April 26, 1988, and is
incorporated herein by reference.
10.3 Joint Venture Agreement - Lakewood Project Joint Venture
filed in From 10K dated December 31, 1990, and is
incorporated herein by reference.
10.4 General Partnership Agreement - AOPL-AMIT Rolling Greens
Joint Venture dated December 28, 1989, filed in Form 10K
dated December 31, 1990, and is incorporated herein by
reference.
10.5 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation II by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8K dated December 31, 1992, which
is incorporated herein by reference.
10.6 Contracts related to the refinancing of debt.
(a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between New Lake Meadows, L.P. and
Lexington Mortgage Company, a Virginia Corporation,
securing Lake Meadows Apartments.
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between New Lake Meadows, L.P. and
Lexington Mortgage Company, a Virginia Corporation,
securing Lake Meadows Apartments.
(c) First Assignments of Leases and Rents dated September
30, 1993 between New Lake Meadows, L.P. and Lexington
Mortgage Company, a Virginia Corporation, securing Lake
Meadows Apartments.
(d) Second Assignments of Leases and Rents dated September
30, 1993 between New Lake Meadows, L.P. and Lexington
Mortgage Company, a Virginia Corporation, securing Lake
Meadows Apartments.
10.6 (e) First Deeds of Trust Notes dated September 30, 1993
between New Lake Meadows, L.P. and Lexington Mortgage
Company, relating to Lake Meadows Apartments.
(f) Second Deeds of Trust Notes dated September 30, 1993
between New Lake Meadows, L.P. and Lexington Mortgage
Company, relating to Lake Meadows Apartments.
10.7 Commercial Contract to Buy Real Estate between Angeles
Opportunity Properties, Ltd. and Paul Willet, Mark Nagle and
Kim Nagle dated August 1, 1994, documenting the sale of
Oquendo Warehouse located at 3550 West Quail Avenue.
10.8 Contract of Sale between Angeles Opportunity Properties, Ltd.
and Roberts Ranch Venture L.P. dated March 30, 1995,
documenting the sale of Oquendo Warehouse located at 3655
West Quail and 3600 West Oquendo.
99.1 Partnership prospectus filed in registration statement dated
June 26, 1987, which is incorporated herein by reference.
99.2 Agreement of Limited Partnership for AOP GP Limited
Partnership, L.P. and Angeles Opportunity Properties, Ltd.
entered into on September 9, 1993.
99.3 Agreement of Limited Partnership for New Lake Meadows, L.P.
between AOP GP Limited Partnership, L.P. and Angeles
Opportunity Properties, Ltd. entered into on September 9,
1993.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Opportunity Properties, Ltd. 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000789282
<NAME> ANGELES OPPORTUNITY PROPERTIES, LTD.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,079,601
<SECURITIES> 0
<RECEIVABLES> 4,714
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 7,991,433
<DEPRECIATION> (1,355,912)
<TOTAL-ASSETS> 8,419,941
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,348,580
0
0
<COMMON> 0
<OTHER-SE> 3,548,411
<TOTAL-LIABILITY-AND-EQUITY> 8,419,941
<SALES> 0
<TOTAL-REVENUES> 2,204,725
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,139,673
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 445,829
<INCOME-PRETAX> 1,067,258
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,067,258
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,067,258
<EPS-PRIMARY> 85.04
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
