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 June 30, 1999
[ ] 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 (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, Post Office 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 OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1999
Assets
Cash and cash equivalents $ 1,184
Receivables and deposits 257
Restricted escrows 161
Other assets 142
Investment properties:
Land $ 1,018
Buildings and related personal property 7,521
8,539
Less accumulated depreciation (2,361) 6,178
$ 7,922
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 19
Tenant security deposit liabilities 28
Accrued property taxes 116
Other liabilities 81
Mortgage notes payable 5,405
Partners' Capital (Deficit):
General partner's $ (100)
Limited partners' (12,425 units issued
and outstanding) 2,373 2,273
$ 7,922
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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 586 $ 581 $ 1,173 $ 1,153
Other income 30 38 65 73
Total revenues 616 619 1,238 1,226
Expenses:
Operating 230 274 464 507
General and administrative 42 42 81 72
Depreciation 73 72 150 144
Interest 110 110 220 220
Property taxes 61 59 114 118
Total expenses 516 557 1,029 1,061
Net income $ 100 $ 62 $ 209 $ 165
Net income allocated
to general partner (1%) $ 1 $ 1 $ 2 $ 2
Net income allocated
to limited partners (99%) 99 61 207 163
$ 100 $ 62 $ 209 $ 165
Net income per limited
partnership unit $ 7.97 $ 4.91 $ 16.66 $ 13.12
Distributions per limited
partnership unit $ -- $19.96 $ -- $ 19.96
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, 1998 12,425 $ (102) $ 2,166 $ 2,064
Net income for the six months
ended June 30, 1999 -- 2 207 209
Partners' (deficit) capital at
June 30, 1999 12,425 $ (100) $ 2,373 $ 2,273
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES OPPORTUNITY PROPERTIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income $ 209 $ 165
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 150 144
Amortization of loan costs and discounts 17 17
Change in accounts:
Receivables and deposits (3) 82
Other assets (22) 5
Accounts payable 1 1
Tenant security deposit liabilities 1 (1)
Accrued property taxes (119) (106)
Other liabilities (9) 16
Net cash provided by operating activities 225 323
Cash flows from investing activities:
Property improvements and replacements (122) (48)
Net deposits to (withdrawals from) restricted
escrows 33 (7)
Net cash used in investing activities (89) (55)
Cash flows from financing activities:
Payments on mortgage notes payable (12) (12)
Distributions to partners -- (250)
Net cash used in financing activities (12) (262)
Net increase in cash and cash equivalents 124 6
Cash and cash equivalents at beginning of period 1,060 697
Cash and cash equivalents at end of period $ 1,184 $ 703
Supplemental disclosure of cash flow information:
Cash paid for interest $ 203 $ 204
See Accompanying Notes to Consolidated Financial Statements
e)
ANGELES OPPORTUNITY PROPERTIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated 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 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.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in 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 - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation.
As a result, AIMCO acquired 100% ownership interest in the General Partner. The
General Partner does not believe that this transaction will have a material
effect on the affairs and operations of the Partnership.
NOTE C - 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 transactions with the General Partner
and its affiliates were incurred during the six months ended June 30, 1999 and
1998:
1999 1998
(in thousands)
Property management fees (included in operating expense) $ 62 $ 60
Reimbursement for services of affiliates (included
in general and administrative expenses) 26 34
Due from General Partner 15 --
During the six months ended June 30, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Partnership's properties as compensation for providing property management
services. The Partnership paid to such affiliates approximately $62,000 and
$60,000 for the six months ended June 30, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursements of accountable
administrative expense amounting to approximately $26,000 and $34,000 for the
six months ended June 30, 1999 and 1998, respectively.
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 4,970.06 (40.59% of the total
outstanding units) units of limited partnership interest in the Partnership for
a purchase price of $347 per unit. The offer expired on July 30, 1999.
Pursuant to the offer, AIMCO Properties, L.P. acquired 744 units. As a result,
AIMCO and its affiliates currently own 2,118 units of limited partnership
interest in the Partnership representing 17.05% of the total outstanding units.
It is possible that AIMCO or its affiliate 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.
NOTE D - SEGMENT INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of two apartment complexes in the state of Texas. The Partnership rents
apartment units to tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment 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.
Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.
Segment information for the six months ended June 30, 1999 and 1998, is shown in
the tables below. The "Other" Column includes partnership administration
related items and income and expense not allocated to the reportable segment.
1999 Residential Other Totals
(in thousands)
Rental income $ 1,173 $ -- $ 1,173
Other income 50 15 65
Interest expense 220 -- 220
Depreciation 150 -- 150
General and administrative expense -- 81 81
Segment profit (loss) 275 (66) 209
Total assets 7,125 797 7,922
Capital expenditures for investment
properties 122 -- 122
1998 Residential Other Totals
(in thousands)
Rental income $ 1,153 $ -- $ 1,153
Other income 58 15 73
Interest expense 220 -- 220
Depreciation 144 -- 144
General and administrative expense -- 72 72
Segment profit (loss) 222 (57) 165
Total assets 6,926 649 7,575
Capital expenditures for investment
properties 48 -- 48
NOTE E - 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 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 General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
filed an amended complaint. The General Partner filed demurrers to the amended
complaint which were heard during February, 1999. No ruling on such demurrers
has been received. The General Partner does not anticipate that costs associated
with this case, if any, will be material to the Partnership's overall
operations.
In July 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled Bond Purchase LLC v. Angeles
Opportunity Properties, Ltd., et al. The complaint claims that the Partnership
and an affiliate of the General Partner breached certain contractual and
fiduciary duties allegedly owed to the claimant and seeks damages and injunctive
relief. This case was settled on April 9, 1999. The Partnership is responsible
for a portion of the settlement costs. The costs associated with the settlement
are included in total expenses for the six months ended June 30, 1999, and did
not have a material effect on 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 Partnership from time to time.
The discussion of the Partnership'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 Partnership's business and
results of operation. 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 two apartment complexes. The
following table sets forth the average occupancy for each of the properties for
the six months ended June 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Lake Meadows Apartments
Garland, Texas 97% 98%
Lakewood Apartments
Tomball, Texas 94% 96%
Results of Operations
The Partnership reported net income of approximately $209,000 for the six months
ended June 30, 1999, as compared to net income of approximately $165,000 for the
six months ended June 30, 1998. The Partnership reported net income of
approximately $100,000 for the three months ended June 30, 1999, as compared to
net income of approximately $62,000 for the three months ended June 30, 1998.
The increase in net income is attributable to an increase in total revenues for
the six months ended June 30, 1999, and a decrease in total expenses for the
three and six months ended June 30, 1999. Total revenues increased due to an
increase in rental income, which was partially offset by a decrease in other
income. The increase in rental income is attributable to increased rental rates
at both of the Partnership's investment properties, which offset the slight
decrease in occupancy at Lakewood Apartments and Lake Meadows Apartments. The
decrease in other income is primarily attributable to a decrease in cleaning and
damage fees at Lakewood Apartments and a decrease in lease cancellation fees at
Lake Meadows Apartments.
The decrease in total expenses is primarily attributable to a decrease in
operating expenses partially offset during the six months ended June 30, 1999,
by an increase in general and administrative expenses and depreciation expense.
The decrease in operating expenses is primarily attributable to decreases in
property, insurance, and repairs and maintenance expenses. The decrease in
property expense is due to a decrease in salaries at Lakewood Apartments. The
decrease in insurance expense is the result of lower premiums due to a change in
policy carrier for the investment properties. The decrease in repairs and
maintenance expense is due to the completion in 1998 of landscaping and exterior
building repair work at Lakewood Apartments. The increase in general and
administrative expenses during the six months ended June 30, 1999, is primarily
attributable to an increase in legal fees offset by a decrease in general
partner reimbursements. Included in general and administrative expenses for the
six months ended June 30, 1999 and 1998 are reimbursements to the General
Partner allowed under the Partnership Agreement associated with its management
of the Partnership. In addition, 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.
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.
Liquidity and Capital Resources
At June 30, 1999, the Partnership had cash and cash equivalents of approximately
$1,184,000 compared to approximately $703,000 for the corresponding period of
1998. The net increase in cash and cash equivalents was approximately $124,000
from the year ended December 31, 1998, and is due to approximately $225,000 of
cash provided by operating activities, which was partially offset by
approximately $89,000 and $12,000 of cash used in investing and financing
activities, respectively. Cash used in investing activities consisted primarily
of property improvements and replacements, which were partially offset by net
deposits to restricted escrows maintained by the mortgage lenders. Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Partnership's investment 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 Partnership's investment properties are
detailed below.
Lake Meadows Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$208,000 of capital improvements over the next several years. The Partnership
has budgeted, but is not limited to, capital improvements of approximately
$196,000 for 1999 at this property which include certain of the required
improvements and consist of appliances, building equipment, and floor
replacement. During the six months ended June 30, 1999, the Partnership
expended approximately $15,000 for capital improvements at the property,
consisting primarily of floor covering replacement and landscaping. These
expenditures were funded from operating cash flow.
Lakewood Apartments
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$240,000 of capital improvements over the next several years. The Partnership
has budgeted, but is not limited to, capital improvements of approximately
$191,000 for 1999 at this property which include certain of the required
improvements and consist of floor replacement, landscaping, roof replacement,
painting and interior building improvements. During the six months ended June
30, 1999, the Partnership expended approximately $107,000 for capital
improvements at the property, consisting primarily of land, floor covering
replacement, and other building improvements. These expenditures were funded
from operating cash flow and the Partnership's replacement reserves.
The additional capital expenditures will be incurred only to the extent of cash
available from operations and from the Partnership's 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 $5,405,000, 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. The General Partner will attempt to
refinance such indebtedness and/or sell the properties prior to such maturity
dates. If the properties cannot be refinanced or sold for a sufficient amount,
the Partnership will risk losing such properties through foreclosure.
There were no distributions declared or paid during the six months ended June
30, 1999. That compares with distributions from operations declared and paid of
$250,000 ($19.96 per limited partnership unit) during the six months ended June
30, 1998. The Partnership's distribution policy will be reviewed on a quarterly
basis. Future cash distributions will depend on the levels of net cash
generated from operations, the availability of cash reserves, and the timing of
debt maturities, refinancings, and/or property sales. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations, after planned capital improvement expenditures, to permit any
further 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 4,970.06 (40.59%% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $347 per unit. The offer expired on July
30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 744 units. As
a result, AIMCO and its affiliates currently own 2,118 units of limited
partnership interest in the Partnership representing 17.05% of the total
outstanding units. It is possible that AIMCO or its affiliate 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 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 June 30, 1999.
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 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 General Partner filed a motion seeking
dismissal of the action. In lieu of responding to the motion, the plaintiffs
filed an amended complaint. The General Partner filed demurrers to the amended
complaint which were heard during February, 1999. No ruling on such demurrers
has been received. The General Partner does not anticipate that costs associated
with this case, if any, will be material to the Partnership's overall
operations.
In July 1998, a limited partner of the Partnership commenced an action in the
Circuit Court for Jackson County, Missouri entitled Bond Purchase LLC v. Angeles
Opportunity Properties, Ltd., et al. The complaint claims that the Partnership
and an affiliate of the General Partner breached certain contractual and
fiduciary duties allegedly owed to the claimant and seeks damages and injunctive
relief. This case was settled on April 9, 1999. The Partnership is responsible
for a portion of the settlement costs. The costs associated with the settlement
are included in total expenses for the six months ended June 30, 1999, and did
not have a material effect on the Partnership's overall operations.
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 OPPORTUNITY PROPERTIES, LTD.
(A California Limited Partnership)
By: Angeles Realty Corporation II
Its 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:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Opportunity Properties, Ltd. 1999 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,184
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 8,539
<DEPRECIATION> (2,361)
<TOTAL-ASSETS> 7,922
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,405
0
0
<COMMON> 0
<OTHER-SE> 2,273
<TOTAL-LIABILITY-AND-EQUITY> 7,922
<SALES> 0
<TOTAL-REVENUES> 1,238
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 809
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 220
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 209
<EPS-BASIC> 16.66<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
