FORM 10-QSB.--QUARTERLY 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
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-11767
ANGELES INCOME PROPERTIES, LTD. II
(Exact name of small business issuer as specified in its charter)
California 95-3793526
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 2,282
Restricted--tenant security deposits 273
Accounts receivable, net of allowance for
doubtful accounts of $59 170
Escrows for taxes 167
Restricted escrows 1,716
Other assets 742
Investment in, and advances of $46 to,
Joint Venture 58
Investment properties:
Land $ 2,197
Buildings and related personal property 33,097
35,294
Less accumulated depreciation (23,691) 11,603
$ 17,011
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 225
Tenant security deposits 273
Accrued taxes 218
Other liabilities 189
Mortgage notes payable 18,290
Partners' Deficit
General partners $ (461)
Limited partners (99,784 units outstanding) (1,723) (2,184)
$ 17,011
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,789 $ 1,598 $ 3,382 $ 3,207
Other income 116 77 222 146
Total revenues 1,905 1,675 3,604 3,353
Expenses:
Operating 461 470 908 922
General and administrative 50 77 119 165
Maintenance 225 221 408 393
Depreciation 445 438 888 871
Interest 369 393 734 789
Property taxes 137 147 277 280
Bad debt (recovery) expense, net (30) (19) (20) 19
Total expenses 1,657 1,727 3,314 3,439
Income (loss) before equity
in income (loss) of Joint
Venture and loss on disposal
of property 248 (52) 290 (86)
Equity in income (loss) of
Joint Venture 26 11 11 (19)
Loss on disposal of property (74) -- (111) --
Net income (loss) $ 200 $ (41) $ 190 $ (105)
Net income (loss) allocated
to general partners (1%) $ 2 $ -- $ 2 $ (1)
Net income (loss) allocated
to limited partners (99%) 198 (41) 188 (104)
Net income (loss) $ 200 $ (41) $ 190 $ (105)
Net income (loss) per limited
partnership unit $ 1.98 $ (.41) $ 1.88 $ (1.04)
<FN>
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES INCOME PROPERTIES, LTD, II
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 100,000 $ 1 $ 50,000 $ 50,001
Partners' deficit at
December 31, 1996 99,784 $ (453) $ (921) $ (1,374)
Partners' distributions -- (10) (990) (1,000)
Net income for the six
months ended June 30, 1997 -- 2 188 190
Partners' deficit at
June 30, 1997 99,784 $ (461) $ (1,723) $ (2,184)
<FN>
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 190 $ (105)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Bad debt (recovery) expense, net (20) 19
Depreciation 888 871
Amortization of discounts, loan costs and
lease commissions 49 58
Equity in (income) loss of Joint Venture (11) 19
Loss on disposal of property 111 --
Change in accounts:
Restricted cash (14) (10)
Accounts receivable 49 (30)
Escrows for taxes (72) (147)
Other assets (40) (19)
Accounts payable (27) (53)
Tenant security deposit liabilities 17 17
Accrued taxes 40 101
Other liabilities 18 39
Net cash provided by operating activities 1,178 760
Cash flows from investing activities:
Property improvements and replacements (538) (204)
Deposits to restricted escrows (346) (31)
Withdrawals from restricted escrows 236 --
Advances to Joint Venture (3) (29)
Net cash used in investing activities (651) (264)
Cash flows from financing activities:
Loan costs paid (10) (47)
Payments on mortgage notes payable (90) (141)
Distributions to partners (1,000) --
Net cash used in financing activities (1,100) (188)
Net (decrease) increase in unrestricted cash
and cash equivalents (573) 308
Unrestricted cash and cash equivalents at
beginning of period 2,855 1,708
Unrestricted cash and cash equivalents at end of period $ 2,282 $ 2,016
Supplemental disclosure of cash flow information:
Cash paid for interest $ 694 $ 739
<FN>
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES INCOME PROPERTIES, LTD. II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II (the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six month periods ended June 30, 1997, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1997. For further information, refer to the financial statements and footnotes
thereto included in Angeles Income Properties, Ltd. II's (the "Partnership" or
the "Registrant") annual report on Form 10-KSB for the fiscal year ended
December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The 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 made to
the Managing General Partner and affiliates during the six month periods ended
June 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included
in operating expenses) $167 $158
Reimbursement for services
of affiliates (included in general
and administrative expenses) 73 102
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which were 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 Managing General Partner who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Angeles Mortgage Investment Trust ("AMIT") currently holds a note receivable
from the Princeton Meadows Golf Course Joint Venture ("Joint Venture") in the
amount of $1,567,000, which is secured by the Joint Venture's sole investment
property known as the Princeton Meadows Golf Course. Total interest expense on
this financing was $98,000 and $101,000 for the six months ended June 30, 1997
and 1996, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. The terms of the Class B Shares provide
that they are convertable, in whole or in part, into Class A 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 MAE GP 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 has agreed to waive it's right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP 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 the shares held by MAE GP would
approximate 1.3% 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 and 1996 annual meetings 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 L.L.C.,
an affiliate of the Managing General Partner and an affiliate of Insignia
Financial Group, Inc. ("Insignia"), which provides property management and
partnership administration services to the Partnership, owns 96,800 Class A
Shares of AMIT at June 30, 1997. These Class A Shares represent approximately
2.2% 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 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. 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, the result of which is
that MAE GP is permitted 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 is obligated to deliver to the AMIT trustees, in their capacity
as trustees of AMIT, proxies with regard to the Class B Shares instructing such
trustees to vote said 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).
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
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). 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, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and MAE
GP (and its affiliates) would own approximately 55% and 2.4%, respectively, of
post-merger IPT when this transaction is consummated.
The Partnership may make advances to the Joint Venture as deemed appropriate by
the Managing General Partner. These advances do not bear interest and do not
have stated terms of repayment.
NOTE C - INVESTMENT IN JOINT VENTURE
The Partnership owns a 14.4% interest in the Joint Venture. The Partnership
accounts for its interest in the Joint Venture using the equity method of
accounting.
The balance sheet of the Joint Venture is summarized as follows:
June 30, 1997
(in thousands)
Assets
Cash $ 232
Other assets 208
Investment property, net 1,894
Total $ 2,334
Liabilities and Partners' Capital
Note payable to AMIT $ 1,567
Other liabilities 690
Partners' capital 77
Total $ 2,334
The statements of the operations of the Joint Venture are summarized as follows:
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
(in thousands) (in thousands)
Revenues $ 545 $ 494 $ 741 $ 609
Costs and expenses (362) (416) (664) (740)
Net income (loss) $ 183 $ 78 $ 77 $ (131)
The Partnership realized equity income of $11,000 and equity loss of $19,000 in
the Joint Venture for the six months ended June 30, 1997 and 1996, respectively.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorus
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP"). The Joint Venture notified DEP of the
findings when they were first discovered. However, DEP did not give any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second firm to perform the
field work necessary for the clean-up. The Joint Venture has recorded a
liability of $199,000 for the costs of the clean-up. The contracts have been
executed and field work has been partially completed, with the expected
completion date of the field work to be sometime in late 1997. The Managing
General Partner anticipates that the compliance requirements will be satisfied
by June 1998.
NOTE D - REFINANCINGS
On November 1, 1996, the Partnership refinanced the mortgages encumbering Deer
Creek Apartments and Landmark Apartments. As a result of the refinance, the
Partnership incurred a $173,000 loss on refinancing due to the write-off of
unamortized loan costs and prepayment penalties incurred. The new mortgage
indebtedness of $6,300,000 for Deer Creek Apartments and $6,600,000 for Landmark
Apartments carries a stated interest rate of 7.33% and a maturity date of
November 2003. The previous mortgage indebtedness carried stated interest rates
of 9.13% and 9.75%. This refinancing was necessary due to the maturity of the
mortgage secured by Deer Creek Apartments in July 1996. Landmark Apartments was
refinanced to obtain a lower interest rate and to provide funds needed to help
close the Deer Creek Apartments refinancing.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of three apartment complexes and
one commercial property. The following table sets forth the average occupancy
of the properties for the six months ended June 30, 1997 and June 30, 1996:
Average
Occupancy
Property 1997 1996
Atlanta Crossing Shopping Center
Montgomery, Alabama (1) 90% 91%
Deer Creek Apartments
Plainsboro, New Jersey 96% 95%
Georgetown Apartments
South Bend, Indiana 98% 97%
Landmark Apartments
Raleigh, North Carolina (2) 91% 93%
(1)The Managing General Partner is in discussions with several prospective
tenants and is hopeful that occupancy will improve at this property.
(2)Occupancy at Landmark Apartments is down due to college students that have
moved out for the summer. Occupancy should improve in the 3rd and 4th
quarter of 1997 as students return to college.
The Partnership's net income for the six months ended June 30, 1997, was
approximately $190,000 versus a net loss of approximately $105,000 for the six
months ended June 30, 1996. For the three months ended June 30, 1997, the
Partnership reported net income of approximately $200,000, versus a net loss of
approximately $41,000 for the corresponding period of 1996. Net income for the
three and six month periods ended June 30, 1997, increased compared to the same
periods in 1996 as a result of increases in total revenues and decreases in
expenses, partially offset by a loss recognized on disposal of property during
1997. Rental revenue increased primarily due to an increase in rental rates at
all the investment properties. Other income increased due to increased interest
income. During the first quarter of 1997, the Partnership invested in
instruments that yield a higher rate of return on the Partnership's cash
reserves. Also, as a result of the refinance of the mortgages encumbering Deer
Creek Apartments and Landmark Apartments in the second half of 1996, there was
an increase in capital reserve balances, leading to increased interest income.
General and administrative expenses decreased due to a decrease in
reimbursements for services of affiliates. The decrease in interest expense is a
result of lower interest rates obtained by the refinancing of the mortgages
encumbering Deer Creek Apartments and Landmark Apartments.
The Managing General Partner has recovered a net amount of $20,000, during the
six months ended June 30, 1997, of past due amounts that had been previously
reserved from tenants of Atlanta Crossing Shopping Center.
The Partnership has a 14.4% investment in the Princeton Meadows Golf Course
Joint Venture. For the six months ended June 30, 1997, the Partnership realized
equity in income of the Joint Venture of $11,000 compared to a $19,000 loss for
the six months ended June 30, 1996. The improved performance at Princeton
Meadows Golf Course in 1997 can be attributed to an increase in revenues. These
revenue increases are the result of maintenance upgrades at the golf course that
have improved the appearance of the property. The completion of these upgrades
in 1996 led to a decrease in expenses for the six months ended June 30, 1997.
For the six months ended June 30, 1997, the Partnership recognized a loss on
disposal of property of $111,000. This loss resulted from the write-off of
roofs at Deer Creek Apartments that were not fully depreciated at the time of
replacement. The roof replacement is still in process at June 30, 1997.
Included in maintenance expense for the six months ended June 30, 1997, is
$80,000 of major repairs and maintenance mainly comprised of exterior building
improvements, major landscaping, exterior painting and parking lot repairs.
Included in maintenance expense for the six months ended June 30, 1996, is
$69,000 of major repairs and maintenance mainly comprised of major landscaping
and exterior building improvements.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
At June 30, 1997, the Partnership had unrestricted cash and cash equivalents of
approximately $2,282,000 versus approximately $2,016,000 at June 30, 1996. Net
cash provided by operating activities increased primarily due to an increase in
net income, as discussed above. Net cash used in investing activities increased
due to an increase in property improvements and replacements and deposits to
restricted escrows, as required by the new mortgage indebtedness secured by
Landmark Apartments and Deer Creek Apartments. Partially offsetting the increase
in deposits to restricted escrows was an increase in withdrawals from restricted
escrows. Net cash used in financing activities increased due to a $1,000,000
distribution paid in April 1997. Additionally, loan costs paid in 1997 relate
to the 1996 refinance of Deer Creek Apartments and Landmark Apartments. As a
result of the refinance, the monthly debt service payments were reduced causing
a reduction in the payments applied to the mortgage note balances.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
Partnership has mortgage notes payable totaling approximately $18,290,000. The
first mortgages secured by Deer Creek Apartments and Landmark Apartments mature
in November 2003. The remaining debt, which is secured by Georgetown
Apartments, matures in October 2003.
The Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties. Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt. 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 investment properties to adequately
maintain the physical assets and other operating needs of the Partnership. As
mentioned previously, cash distributions of $1,000,000 were paid in April 1997.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings and property sales.
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 three months ended June 30, 1997.
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 INCOME PROPERTIES, LTD. II
By: Angeles Realty Corporation II
Managing 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: August 11, 1997