FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 2,303
Restricted--tenant security deposits 270
Accounts receivable, net of allowance for
doubtful accounts of $139 141
Escrows for taxes 242
Restricted escrows 1,758
Other assets 718
Investment in, and advances of $46 to,
Joint Venture 82
Investment properties:
Land $ 2,197
Buildings and related personal property 33,338
35,535
Less accumulated depreciation (24,080) 11,455
$ 16,969
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 155
Tenant security deposits 269
Accrued taxes 296
Other liabilities 177
Mortgage notes payable 18,244
Partners' Deficit
General partners $ (461)
Limited partners (100,000 units issued and
99,784 units outstanding) (1,711) (2,172)
$ 16,969
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 Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,727 $ 1,654 $ 5,109 $ 4,861
Other income 124 83 346 229
Total revenues 1,851 1,737 5,455 5,090
Expenses:
Operating 484 462 1,392 1,384
General and administrative 69 74 188 239
Maintenance 228 256 636 649
Depreciation 460 442 1,348 1,313
Interest 367 551 1,101 1,340
Property taxes 147 142 424 422
Bad debt expense 79 -- 59 19
Total expenses 1,834 1,927 5,148 5,366
Income (loss) before Equity in
income (loss) of Joint Venture,
Loss on disposal of property
and Extraordinary item 17 (190) 307 (276)
Equity in income (loss) of
Joint Venture 25 11 36 (8)
Loss on disposal of property (30) -- (141) --
Income (loss) before
extraordinary item 12 (179) 202 (284)
Extraordinary loss on
extinguishment of debt -- (173) -- (173)
Net income (loss) $ 12 $ (352) $ 202 $ (457)
Net (loss) income allocated
to general partners (1%) $ -- $ (4) $ 2 $ (5)
Net income (loss) allocated
to limited partners (99%) 12 (348) 200 (452)
Net income (loss) $ 12 $ (352) $ 202 $ (457)
Per limited partnership unit:
Income (loss) before
extraordinary item $ .12 $ (1.77) $ 2.00 $ (2.82)
Extraordinary loss on
extinguishment of debt -- (1.72) -- (1.72)
Net income (loss) $ .12 $ (3.49) $ 2.00 $ (4.54)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
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 nine months
ended September 30, 1997 -- 2 200 202
Partners' deficit at
September 30, 1997 99,784 $ (461) $ (1,711) $ (2,172)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d)
ANGELES INCOME PROPERTIES, LTD. II
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 202 $ (457)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Bad debt expense 59 19
Depreciation 1,348 1,313
Amortization of discounts, loan costs and
lease commissions 78 244
Equity in (income) loss of Joint Venture (36) 8
Loss on disposal of property 141 --
Extraordinary loss on extinguishment of debt -- 173
Change in accounts:
Restricted cash (11) (26)
Accounts receivable (1) (31)
Escrows for taxes (147) (36)
Other assets (42) (38)
Accounts payable (200) (100)
Tenant security deposit liabilities 13 15
Accrued taxes 118 179
Other liabilities 6 45
Net cash provided by operating activities 1,528 1,308
Cash flows from investing activities:
Property improvements and replacements (776) (300)
Deposits to restricted escrows (409) (1,262)
Receipts from restricted escrows 257 247
Advances to Joint Venture (3) (29)
Net cash used in investing activities (931) (1,344)
Cash flows from financing activities:
Loan costs paid (10) (225)
Payments on mortgage notes payable (139) (156)
Repayments of mortgage notes payable -- (11,069)
Proceeds from mortgage notes payable -- 12,900
Debt extinguishment costs -- (132)
Distributions to partners (1,000) --
Net cash (used in) provided by financing
activities (1,149) 1,318
Net (decrease) increase in unrestricted cash
and cash equivalents (552) 1,282
Unrestricted cash and cash equivalents at
beginning of period 2,855 1,708
Unrestricted cash and cash equivalents at end of period $ 2,303 $ 2,990
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,038 $ 1,111
Fixed assets financed by accounts payable $ 103 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
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 nine month periods ended September 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 nine month periods ended
September 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees $250 $238
Reimbursement for services
of affiliates 154 169
Included in "Reimbursements for services of affiliates" are approximately
$40,000 and approximately $7,000 in construction oversight costs for the nine
months ended September 30, 1997 and 1996, respectively.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was 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 approximately $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 approximately $147,000 and approximately $150,000
for the nine months ended September 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. Subject to the terms of the proxy
described below, 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 September 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 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 and dividends paid by
IPT from February 1, 1997. It is anticipated that Insignia (and its affiliates)
and MAE GP (and its affiliates) would own approximately 53.1% and 2.3%,
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:
September 30, 1997
(in thousands)
Assets
Cash $ 279
Other assets 229
Investment property, net 2,020
Total $ 2,528
Liabilities and Partners' Capital
Note payable $ 1,567
Other liabilities 714
Partners' capital 247
Total $ 2,528
The statements of the operations of the Joint Venture are summarized as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
(in thousands) (in thousands)
Revenues $ 620 $ 568 $ 1,361 $ 1,177
Costs and expenses (449) (495) (1,113) (1,235)
Net income (loss) $ 171 $ 73 $ 248 $ (58)
The Partnership realized equity income of $36,000 and equity loss of $8,000 in
the Joint Venture for the nine months ended September 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. If the costs of the clean-
up were to exceed the liability, funds from the property would be used to cover
the excess. The contracts have been executed and field work is in process, with
the expected completion date of the field work to be sometime in 1998. The
Managing General Partner is currently marketing the property for sale, however,
there can be no assurances at this time regarding the outcome of such efforts.
NOTE D - REFINANCINGS
On July 1, 1996, the Partnership refinanced the mortgages encumbering Deer Creek
Apartments and Landmark Apartments. This debt was to mature November 15, 1996,
and was necessary to obtain until longer-term financing could be arranged. 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. On November 1, 1996, the Partnership obtained long-term financing. 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%. These refinancings were 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.
NOTE E - DISTRIBUTIONS
During the second quarter of 1997, the Partnership declared and paid a cash
distribution from operations of approximately $1,000,000. Of this amount,
approximately $10,000 was paid to the General Partners and approximately
$990,000 was paid to the limited partners.
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 nine months ended September 30, 1997 and September 30,
1996:
Average
Occupancy
Property 1997 1996
Atlanta Crossing Shopping Center
Montgomery, Alabama (1) 90% 92%
Deer Creek Apartments
Plainsboro, New Jersey 96% 95%
Georgetown Apartments
South Bend, Indiana 97% 97%
Landmark Apartments
Raleigh, North Carolina (2) 91% 92%
(1)The Managing General Partner is in discussions with several prospective
tenants and is hopeful that occupancy will improve at this property.
(2)Despite the low occupancy at Landmark Apartments, it is comparable to the
occupancy at the other student-market apartment complexes in the area.
The Partnership's net income for the nine months ended September 30, 1997, was
approximately $202,000 versus a net loss of approximately $457,000 for the nine
months ended September 30, 1996. For the three months ended September 30, 1997,
the Partnership reported net income of approximately $12,000, versus a net loss
of approximately $352,000 for the corresponding period of 1996. Net income for
the three and nine month periods ended September 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 of the investment properties and an increase in occupancy at
Deer Creek Apartments. Other income increased due to increased interest income.
During the first quarter of 1997, the Partnership began to invest in instruments
that yield a higher rate of return on the Partnership's cash reserves. 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.
Bad debt expense for the nine months ended September 30, 1997, results from an
increase in the reserve necessary at Atlanta Crossing Shopping Center based on a
review of tenant accounts receivable.
The Partnership has a 14.4% investment in the Princeton Meadows Golf Course
Joint Venture. For the nine months ended September 30, 1997, the Partnership
realized equity in income of the Joint Venture of approximately $36,000 compared
to an approximate $8,000 loss for the nine months ended September 30, 1996. The
increased equity income 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 nine months ended
September 30, 1997.
For the nine months ended September 30, 1997, the Partnership recognized a loss
on disposal of property of approximately $141,000. 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 September
30, 1997.
The refinancing of the mortgage debt secured by Deer Creek Apartments and
Landmark Apartments resulted in an approximate $173,000 extraordinary loss.
This loss was the result of prepayment penalties and the write-off of
unamortized loan costs (see "Note D").
Included in maintenance expense for the nine months ended September 30, 1997, is
approximately $116,000 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 nine months ended September
30, 1996, is approximately $105,000 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 September 30, 1997, the Partnership held unrestricted cash and cash
equivalents of approximately $2,303,000 versus approximately $2,990,000 at
September 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 decreased due to a decrease in deposits to restricted
escrows. Partially offsetting the decrease in deposits to restricted escrows
was an increase in property improvements and replacements. This increase is
primarily due to the roof replacement project at Deer Creek Apartments. Net
cash used in financing activities increased due to an approximate $1,000,000
distribution paid in 1997 and the absence of refinance proceeds in 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 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 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 $18,244,000.
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. As mentioned previously, cash
distributions of approximately $1,000,000 were paid during the nine months ended
September 30, 1997. There were no distributions to partners during the nine
months ended September 30, 1996. 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 September 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: November 10, 1997