FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from.........to.........
Commission file number 0-16116
ANGELES OPPORTUNITY PROPERTIES, LTD.
(Exact name of small business issuer as specified in its charter)
California 95-4052473
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
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 OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1998
Assets
Cash and cash equivalents $ 853
Receivables and deposits 119
Restricted escrows 234
Other assets 157
Investment properties:
Land $ 956
Buildings and related personal property 7,359
8,315
Less accumulated depreciation (1,986) 6,329
$ 7,692
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 21
Tenant security deposit liabilities 28
Accrued property taxes 59
Other liabilities 58
Mortgage notes payable 5,428
Partners' Capital (Deficit):
General partner's $ (97)
Limited partners' (12,425 units issued 2,195 2,098
and outstanding) $ 7,692
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 572 $ 554
Other income 35 39
Total revenues 607 593
Expenses:
Operating 233 232
General and administrative 30 45
Depreciation 72 69
Interest 110 110
Property taxes 59 51
Total expenses 504 507
Net income $ 103 $ 86
Net income allocated to general partner (1%) $ 1 $ 1
Net income allocated to limited partners (99%) 102 85
Net income $ 103 $ 86
Net income per limited partnership unit $ 8.21 $ 6.84
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 12,425 $ 1 $12,425 $12,426
Partners' (deficit) capital at
December 31, 1997 12,425 $ (98) $ 2,093 $ 1,995
Net income for the three months
ended March 31, 1998 -- 1 102 103
Partners' (deficit) capital at
March 31, 1998 12,425 $ (97) $ 2,195 $ 2,098
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net income $ 103 $ 86
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 72 69
Amortization of loan costs and discounts 8 7
Change in accounts:
Receivables and deposits 147 37
Other assets 5 7
Accounts payable 2 (9)
Tenant security deposit liabilities (3) (2)
Accrued property taxes (165) (34)
Net cash provided by operating activities 169 161
Cash flows from investing activities:
Property improvements and replacements (21) (13)
Net receipts from (deposits to)restricted escrows 13 (17)
Net cash used in investing activities (8) (30)
Cash flows from financing activities:
Payments on mortgage notes payable (5) (5)
Loan costs paid -- (7)
Distributions to partners -- (10)
Net cash used in financing activities (5) (22)
Net increase in cash and cash equivalents 156 109
Cash and cash equivalents at beginning of period 697 1,836
Cash and cash equivalents at end of period $ 853 $ 1,945
Supplemental disclosure of cash flow information:
Cash paid for interest $ 102 $ 103
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES OPPORTUNITY PROPERTIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Angeles Opportunity
Properties, Ltd. (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II (the "General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in AOP GP LP, New Lake
Meadows LP and Lakewood AOPL Ltd. The Partnership may remove the General
Partner of each of these 99% owned partnerships; therefore, the partnerships are
controlled and consolidated by the Partnership. All significant
interpartnership balances have been eliminated.
NOTE B - 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 certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. The following payments were made to the General
Partner and affiliates during the three months ended March 31, 1998 and 1997 (in
thousands):
1998 1997
Property management fees (included in
operating expenses) $ 30 $ 28
Reimbursement for services of affiliates, (included
in general and administrative and operating expenses) 14 26
In addition, during 1997, the Partnership paid approximately $5,500 to
affiliates of the General Partner for reimbursement of services related to the
Lakewood loan refinancing in 1996. These charges have been capitalized as loan
costs, and will be amortized over the life of the loan.
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 master policy. The agent assumed the financial
obligations to the affiliate of the General Partner which received 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 was not significant.
In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust. The terms of the Class B Shares provide that they are
convertible, in whole or in part, into Class A Common Shares on the basis of 1
Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B Shares so long as AMIT's option is outstanding). These
Class B Shares entitle the holder to receive 1% of the distributions of net cash
distributed by AMIT (however, in connection with the settlement agreement
described in the following paragraph, MAE GP agreed to waive its right to
receive dividends and distributions so long as AMIT's option is outstanding).
The holder of the Class B Shares is also entitled to vote on the same basis as
the holders of Class A Shares, providing the holder with approximately 39% of
the total voting power of AMIT (unless and until converted to Class A Shares, in
which case the percentage of the vote controlled represented by such shares
would approximate 1.3% of the total voting power of AMIT).
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 which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995) as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B Shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A Shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B Shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs.
Neither MAE GP nor MAE has exerted and intends to exert any management control
over or participate in the management of AMIT. However, subject to the terms of
the proxy described below, MAE may choose to vote the Class B shares as it deems
appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia Financial Group, Inc. ("Insignia") (which provides property
management and partnership administration services to the Partnership), owned
96,800 Class A shares of AMIT at March 31, 1998. These Class A shares represent
approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates. On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A Share and Class B Share
being converted into 1.625 and 0.0332 Common Shares of IPT, respectively. The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
In November 1992, AAP, a Delaware limited partnership which now controls the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc. ("AAD"), which is wholly-
owned by IPT, was, until April 14, 1995, the 1% general partner of AAP. On
April 14, 1995, as part of a settlement of claims between affiliates of the
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a .5% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
NOTE C - INVESTMENT IN JOINT VENTURE
The Partnership had a 42.82% interest in a property owned jointly by the
Partnership and an affiliate of AMIT (the "Joint Venture"). On June 24, 1997,
the Joint Venture sold its sole investment property to an unaffiliated third
party for approximately $1,175,000. Upon the sale of the Joint Venture property,
the proceeds were distributed to the owners. The Partnership's remaining equity
in the Joint Venture was received in November 1997.
For the three month period ended March 31, 1997, the Joint Venture had total
revenues, total expenses and net income of approximately $12,000, $11,000 and
$1,000, respectively. The Partnership's equity interest in the net income of
the Joint Venture was approximately $400.
NOTE D - DISTRIBUTIONS
No cash distributions were made to the limited partners or general partners
during the three months ended March 31, 1998. During the three months ended
March 31, 1997, approximately $10,000 was paid to the General Partner of
Lakewood AOPL LTD. for its portion of a lower-tier distribution. The General
Partner anticipates that the Partnership will make a distribution during the
second quarter of 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Lake Meadows Apartments
Garland, Texas 98% 97%
Lakewood Apartments
Tomball, Texas 97% 98%
The Partnership's net income for the three months ended March 31, 1998, was
approximately $103,000 compared to net income of approximately $86,000 for the
three months ended March 31, 1997. The increase in net income for the three
month period is attributable to the increase in rental income and a decrease in
general and administrative expense, partially offset by an increase in property
tax expense. Rental income increased as a result of increased rental rates at
both investment properties. The decrease in general and administrative expense
results from a decrease in general partner reimbursements. Property tax expense
increased due to an increase in the assessed value at Lakewood Apartments during
1997.
Included in operating expense for the three months ended March 31, 1998 is
approximately $1,000 of major repairs and maintenance comprised primarily of
construction oversight costs and window coverings. For the three months ended
March 31, 1997, $3,000 of major repairs and maintenance, comprised primarily of
office equipment and window coverings, were included in operating expense.
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.
At March 31, 1998, the Partnership had cash and cash equivalents of
approximately $853,000 compared to approximately $1,945,000 at March 31, 1997.
The net increase in cash and cash equivalents for the three months ended March
31, 1998 and 1997 were approximately $156,000 and $109,000, respectively.
Although net cash provided by operating activities remained consistent, there
was an increase in cash provided by a reduction in receivables and deposits
offset by an increase in cash used for payment of accrued property taxes. This
is the result of cash from tax escrows being used to pay property taxes. Net
cash used in investing activities decreased primarily due to the increase in net
receipts from restricted escrows. Net cash used in financing activities
decreased primarily due to the lack of distributions to partners during the
three months ended March 31, 1998 and the lack of loan costs incurred as a
result of the refinancing of the mortgage encumbering Lakewood Apartments in
1997.
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 approximately $5,428,000, net of discount, is
interest only or is being amortized over 343 months with balloon payments due at
the maturity dates of October and November 2003, at which time the properties
will either be refinanced or sold. No cash distributions were made to the
limited partners or general partners during the three months ended March 31,
1998. During the three months ended March 31, 1997, approximately $10,000 was
paid to the General Partner of Lakewood AOPL, Ltd. for its portion of a lower-
tier distribution. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales, and the
availability of cash reserves. The General Partner anticipates that the
Partnership will make a distribution during the second quarter of 1998.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The General Partner was only recently served with the complaint
which it believes to be without merit, and intends to vigorously defend the
action.
In January 1998, the Partnership and its General Partner were named as
defendants in a lawsuit brought by a limited partner of the Partnership alleging
that the General Partner has failed to perform its contractual obligations under
the Partnership Agreement. The General Partner believes that there is no merit
to the suit and intends to vigorously defend it.
In May 1998, the Partnership and its General Partner were named as respondents
in a Petition in Los Angeles Superior Court. The Petition, brought by a limited
partner of the Partnership, seeks performance by the General Partner of certain
alleged contractual obligations under the Partnership Agreement and compliance
with certain alleged statutory requirements. Service on the Partnership was
only recently accomplished, and the General Partner has not yet replied to the
Petition.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes
that all such other pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits -
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES OPPORTUNITY PROPERTIES, LTD.
By: Angeles Realty Corporation II
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: May 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Opportunity Properties, Ltd. 1998 First Quarter 10-QSB
and is qualified in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000789282
<NAME> ANGELES OPPORTUNITY PROPERTIES, LTD.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 853
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 8,315
<DEPRECIATION> (1,986)
<TOTAL-ASSETS> 7,692
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,428
0
0
<COMMON> 0
<OTHER-SE> 2,098
<TOTAL-LIABILITY-AND-EQUITY> 7,692
<SALES> 0
<TOTAL-REVENUES> 607
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 504
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103
<EPS-PRIMARY> 8.21<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>