U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-9136
ANGELES PARTNERS VIII
California 95-3264317
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.X
State issuer's revenues for its most recent fiscal year: $ 3,643,000
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days: Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Interests, it is management's belief that such
trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Angeles Partners VIII (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Agreement of Limited Partnership (hereinafter
referred to as the "Agreement") dated August 7, 1978. The general partner of
the Partnership is Angeles Realty Corporation, a California corporation
(hereinafter referred to as the "General Partner" or "ARC"). The General
Partner was formerly a wholly-owned subsidiary of Angeles Real Estate
Corporation, a wholly-owned subsidiary of Angeles Corporation, and is engaged in
providing similar services to other partnerships.
The General Partner of the Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors. Such
results may best be achieved through property sales, refinancings, debt
restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.
The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"). The
property manager is responsible for the day-to-day operations of each property.
The General Partner has also selected affiliates of Insignia to provide real
estate advisory and asset management services to the Partnership. As advisor,
these affiliates provide all partnership accounting and administrative services,
investment management, and supervisory services over property management and
leasing.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment projects in its immediate area but
with hundreds of similar apartments throughout the urban area. Such competition
is primarily on the basis of location, rents, services and amenities. In
addition, the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts and
financial institutions) with respect to the sale of improved real properties,
primarily on the basis of the prices and terms of such transactions.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Registrant's investments in properties:
Date of
Property Purchase Type of Ownership Use
Bercado Shores 05/31/79 100% Apartment - 234 units
Brittany Point 12/31/79 100% Apartment - 431 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
Bercado Shores $ 4,833 $3,300 3-25 yrs S/L $ 1,836
Brittany Point 10,122 6,463 3-25 yrs S/L 4,523
$14,955 $9,763 $ 6,359
See "Note B" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due at
Property 1996 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Bercado Shores
1st mortgage $ 4,088 (1) 30 yrs 6/2000 $3,902
2nd mortgage
(in default) 1,350 12.50% (2) 6/1995(3) 1,350
Brittany Point
1st mortgage 9,800 7.875% 20 yrs 2/2001 8,850
2nd mortgage 1,570 12.50% (2) 12/2000 1,570
Total $16,808
</TABLE>
(1) Based on the one-year Treasury Constant Maturities rate plus 3%; 8.625% as
of December 31, 1996.
(2) Interest only payments.
(3) In March 1993, the Partnership defaulted on payments on the second trust
deed from Angeles Mortgage Investment Trust ("AMIT") on Bercado Shores.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Bercado Shores $6,230/unit $6,062/unit 92% 95%
Brittany Point 5,635/unit 5,869/unit 89% 90%
As noted under "Item 1., Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes. The General Partner
believes that all of the properties are adequately insured. The multi-family
residential tenants' lease terms are for one year or less. No individual
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1996 for each property were:
(dollar amounts in thousands)
1996 1996
Billing Rate
Bercado Shores $377* 14.37%
Brittany Point 127 5.80%
* Represent an estimate for the 1996 taxes and rate. Actual billings have not
been received as of the date of this filing.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Registrant believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Unit holders of the Partnership did not vote on any matter during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 12,000 Limited
Partnership Units during its offering period ended September 13, 1979, and
currently has 1,329 Limited Partners of record. During the year ended December
31, 1996, the number of Partnership units decreased by 130 due to limited
partners abandoning their units. In abandoning his or her partnership units, a
limited partner relinquishes all right, title and interest in the Partnership as
of the date of abandonment. There is no intention to sell additional Limited
Partnership Units nor is there an established market for these units.
The Partnership has discontinued making cash distributions from operations until
and unless the financial condition of the Partnership and other relevant factors
warrant resumption of distributions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The Partnership realized a net loss of approximately $1,023,000 for the year
ended December 31, 1996, compared to net income of approximately $15,000 for the
year ended December 31, 1995. The increase in net loss was primarily the result
of the Partnership recognizing non-recurring, tax recovery income for Bercado
Shores, as discussed in "Note H" in the Notes to Consolidated Financial
Statements in "Item 7", of approximately $802,000 in 1995.
Other income decreased due primarily to reduced lease cancellation fees and a
reduction in the number of corporate units. General and administrative expenses
increased due to increases in reimbursements to the general partner and its
affiliates due primarily to increased administrative costs. Although the
expenses have been accrued by the Partnership, the General Partner has deferred
collection of approximately $111,000 of the 1996 expense reimbursements.
Maintenance expense increased due to major landscaping performed at the Brittany
Point Apartments as well as various other repairs at both properties to improve
the curb appeal at the Partnership's properties. Property tax expense increased
due to increased tax assessments (which are currently under appeal) at Bercado
Shores in 1996, and the reduction of the 1995 tax assessment as discussed in
"Note H" in the Notes to Consolidated Financial Statements in "Item 7".
Included in maintenance expenses is approximately $100,000 of major repairs and
maintenance comprised primarily of major landscaping, exterior painting and
exterior building improvements for the year ended December 31, 1996.
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
The Partnership's primary source of cash has been from property operations and
is utilized for the paydown of existing debt on the investment properties,
capital expenditures and daily operational expenses. It is the Partnership's
policy to commit capital resources for the continuing improvement and
maintenance of its properties.
At December 31, 1996, the Partnership had unrestricted cash of approximately
$193,000 compared to approximately $330,000 at December 31, 1995. Net cash
provided by operating activities was comparable to 1995 levels. Net cash used
in investing activities increased as a result of increased capital expenditure
activity largely due to the exterior rehabilitation project at Brittany Point,
including vinyl siding and roof replacements. Net cash provided by financing
activities increased due to the refinancing of the Brittany Point first
mortgage.
No distributions were made by the Partnership during 1996 or 1995.
Since 1992, the nominal cash generated by the properties has been insufficient
to pay the capital expenditures and scheduled debt service. The Partnership has
incurred recurring operating losses and is in default on a portion of its
mortgage notes payable. The Partnership's first mortgage in the amount of
approximately $4,088,000 secured by Bercado Shores Apartments was previously in
default due to nonpayment of 1993 property taxes. The property is now current
on payment of property taxes and the first mortgage is no longer in default.
However, the second mortgage to AMIT in the amount of $1,350,000, secured by
Bercado Shores, has been in default since March 1993 due to nonpayment of
interest and maturity in June of 1995. Since the default in March of 1993, the
lender has not indicated its intent to pursue its available remedies under the
mortgage agreement, however, the Partnership's properties remain subject to
foreclosure under the terms of the second mortgage agreement. The General
Partner anticipates sufficient cash flow to be generated by the property over
the next twelve months to meet all non-debt-related operating expenses. Should
the lender initiate foreclosure proceedings, the General Partner will attempt to
negotiate refinancing or an extension of the debt.
First mortgage indebtedness of approximately $9,368,000 for Brittany Point
matured in June 1995. This first mortgage was refinanced on January 18, 1996,
with the existing lender for a principal amount of $9,800,000, a stated interest
rate of 7.875%, and a maturity date of February 1, 2001. To facilitate the
refinancing, the property was transferred to a lower-tier partnership known as
Brittany Point AP VIII, L.P. in which the Partnership is the 99% limited
partner. Although legal ownership of this asset was transferred to a new
entity, the Partnership retained control over and substantially all economic
benefits of the property. Also, a workout proposal with AMIT on the second
mortgage of Brittany Point was finalized subsequent to December 31, 1995, so
that the second mortgage is no longer in default. The workout proposal with
AMIT provides for the accrual of interest through January 31, 1997, after which
cash flow payments will be made through June 30, 1997. Commencing July 1, 1997,
interest payments will be made at the accrual rate of interest through the
maturity of the note on December 31, 2000.
In November 1992, Angeles Acceptance Pool, L.P. ("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"), an affiliate of the General Partner, 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. This
working capital loan funded the Partnership's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was approximately
$371,000 at December 31, 1996 and December 31, 1995, with monthly interest only
payments at prime plus .75% (9.0% for 1996). Principal is to be paid the
earlier of i) the availability of funds, ii) the sale of one or more properties
owned by the Partnership, or iii) November 25, 1997. The Partnership is
currently in negotiations with AAP to extend the maturity or settle the
liability at a reduced amount. There can be no assurance that these
negotiations with AAP will be successful. Total interest expense for this loan
was approximately $33,000 and $37,000 in 1996 and 1995, respectively. Total
accrued interest for this loan at December 31, 1996 was $125,000.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% 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 1996 and 1995 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, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 126,500 Class A Shares of AMIT at December 31, 1996. As of February 1,
1997, the number of shares owned by LAC decreased to 96,800. These Class A
Shares entitle LAC to vote approximately 2.2% of the total shares. In addition,
Insignia has engaged in and continues to engage in, discussions with AMIT
regarding various potential business combinations with affiliates of Insignia.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, the result of which is MAE GP will be able to vote the
Class B shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT.
On those matters, MAE GP granted to the AMIT trustees, in their capacity as
trustees of AMIT, proxies with regard to the Class B shares 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.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS VIII
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and 1995
Consolidated Statements of Changes in Partner's Deficit - Years ended December
31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners VIII
We have audited the accompanying consolidated balance sheet of Angeles Partners
VIII as of December 31, 1996, and the related consolidated statements of
operations, changes in partners' deficit and cash flows for each of the two
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Partners
VIII as of December 31, 1996, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Angeles
Partners VIII will continue as a going concern. As more fully described in
Note A, the Partnership has incurred recurring operating losses, is in default
on certain indebtedness and does not generate sufficient cash flows to meet
current operating requirements. These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note A. The financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 7, 1997
ANGELES PARTNERS VIII
CONSOLIDATED BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash:
Unrestricted $ 193
Restricted--tenant security deposits 62
Accounts receivable 6
Escrows for taxes 98
Other assets (Note B) 228
Investment properties: (Notes C and F)
Land $ 543
Buildings and related personal property 14,412
14,955
Less accumulated depreciation (9,763) 5,192
$ 5,779
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 63
Tenant security deposits 62
Accrued taxes 410
Accrued interest 1,485
Other liabilities 151
Note payable to an affiliate (Note E) 371
Mortgage notes payable, $1,350 in default 16,808
(Notes A, C, and E)
Partners' Deficit
General partner $ (170)
Limited partners (11,855 units
issued and outstanding) (13,401) (13,571)
$ 5,779
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Revenues:
Rental income $ 3,472 $ 3,533
Other income 171 207
Tax recovery (Note H) -- 802
Total revenues 3,643 4,542
Expenses:
Operating 1,102 1,178
General and administrative 162 113
Maintenance 451 369
Depreciation 624 594
Interest 1,777 1,850
Property taxes 550 423
Total expenses 4,666 4,527
Net (loss) income (Note D) $(1,023) $ 15
Net (loss) income allocated to general partner (1%) $ (10) $ --
Net (loss) income allocated to limited partners(99%) (1,013) 15
$(1,023) $ 15
Net (loss) income per limited partnership unit $(84.52) $ 1.23
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 12,000 $ 121 $ 12,000 $ 12,121
Partners' deficit at
December 31, 1994 11,985 $ (160) $(12,403) $(12,563)
Net income for the year ended
December 31, 1995 -- -- 15 15
Partners' deficit at
December 31, 1995 11,985 (160) (12,388) (12,548)
Net loss for the year ended
December 31, 1996 -- (10) (1,013) (1,023)
Abandonment of limited
partnership units (Note G) (130) -- -- --
Partners' deficit at
December 31, 1996 11,855 $ (170) $(13,401) $(13,571)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $(1,023) $ 15
Adjustments to reconcile net (loss) income to
cash provided by operating activities:
Depreciation 624 594
Amortization of loan costs 52 50
Loss on disposal of property 15 --
Change in accounts:
Restricted cash (7) 1
Accounts receivable 5 (1)
Escrows for taxes (36) (36)
Other assets (10) --
Accounts payable 23 (78)
Tenant security deposits 8 (4)
Accrued taxes 75 (673)
Accrued interest 639 493
Other liabilities 22 29
Net cash provided by operating activities 387 390
Cash flows from investing activities:
Property improvements and replacements (929) (141)
Deposits to restricted escrows (404) (196)
Withdrawals from restricted escrows 600 --
Net cash used in investing activities (733) (337)
Cash flows from financing activities:
Payments on mortgage notes payable (49) (134)
Repayment of mortgage notes payable (9,368) --
Proceeds from long-term borrowings 9,800 --
Loan costs (174) (10)
Net cash provided by (used in)
financing activities 209 (144)
Net decrease in cash (137) (91)
Cash at beginning of year 330 421
Cash at end of year $ 193 $ 330
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,085 $ 1,307
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARTNERS VIII
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Accrued Interest
Mortgage notes payable were increased by approximately $320,000 at December 31,
1995, in connection with the capitalization of accrued interest on the second
mortgage of Brittany Point Apartments.
ANGELES PARTNERS VIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming Angeles
Partners VIII (the "Partnership" or "Registrant") will continue as a going
concern. The Partnership has incurred recurring operating losses and continues
to suffer from inadequate liquidity. In addition, it is in default on a portion
of its mortgage notes payable and does not generate sufficient cash flows to
meet current debt-service requirements.
The Partnership incurred an operating loss of $1,023,000 for the year ended
December 31, 1996, and the General Partner expects this trend to continue. The
Partnership realized net cash provided by operations of $387,000; however,
interest of $639,000 was accrued during 1996 on the note payable to an affiliate
and the second mortgages securing the Partnership's investment properties.
The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT")
in the amount of $1,350,000 plus accrued interest, which is secured by Bercado
Shores Apartments, has been in default since 1993 due to nonpayment of interest
and maturity in 1995. This indebtedness is recourse to the Partnership and the
estimated fair value of this property is less than the total of its first and
second mortgages. Since the default in March of 1993, AMIT has not indicated its
intent to pursue its available remedies under the mortgage agreement; however,
this property remains subject to foreclosure under the terms of the second
mortgage agreement. The Partnership has initiated discussions with AMIT and
hopes to negotiate a work-out, however there can be no assurances that the
Partnership's negotiations will prove successful.
The Partnership's note payable and accrued interest of approximately $496,000
due to Angeles Acceptance Pool, L.P. ("AAP") matures in November of 1997. The
Partnership is currently in negotiations with the lender to either extend this
note or settle the liability at a reduced amount.
There can be no assurance that these negotiations with the lenders will be
successful. No other sources of additional financing are apparent and the
General Partner currently has not developed alternative plans to remedy the
liquidity problems the Partnership is currently experiencing.
The General Partner anticipates that Brittany Point will generate sufficient
cash flows for the next twelve months to meet its operating expenses, debt
service requirements and to fund capital expenditures. The General Partner
anticipates that Bercado Shores will generate sufficient cash flows for the next
twelve months to cover its operating expenditures, however it is not expected to
be able to completely fund desired capital expenditures or to pay its scheduled
debt service on its second mortgage to AMIT. The Partnership's plan is to fund
these items to the extent of available cash flow. The Partnership will fund its
administrative expenses for the next twelve months by using cash on hand at
December 31, 1996, and cash flow generated during 1997.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or amounts and
classification of liabilities that may result from this uncertainty.
NOTE B - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Angeles Partners VIII is a California limited partnership organized on August 7,
1978, to acquire and operate residential and commercial real estate properties.
The Partnership's General Partner is Angeles Realty Corporation ("ARC"), an
affiliate of Insignia Financial Group, Inc. ("Insignia"). As of December 31,
1996, the Partnership operates residential properties in Mishawaka, Indiana, and
Huntsville, Alabama.
ALLOCATIONS AND DISTRIBUTIONS TO PARTNERS
Net income and losses (excluding those arising from the occurrence of sales or
dispositions) of the Partnership will be allocated 1% to the General Partner and
99% to the Limited Partners on an annual basis.
In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership assets will be allocated first to the General Partner
to the extent of the amount of the Ten Percent Distribution (as defined in the
Partnership Agreement) to which the General Partner is entitled. Any gain
remaining after said allocation will be allocated to the General Partner and
Limited Partners in proportion to their interests in the Partnership.
Distributions of available cash, except as discussed below, are allocated among
the Limited Partners and General Partner in accordance with the Agreement of
Limited Partnership.
Upon the sale, other disposition or refinancing, of any asset of the Partnership
other than in connection with the dissolution of the Partnership, the net
proceeds thereof which the General Partner determines can reasonably be
distributed to the Partners and are not required for support of the operations
of the Partnership or for investment in additional real properties, if any, must
be distributed 1% to the General Partner and 99% to the Limited Partners until
such time as the Partners have received cumulative distributions from the
Partnership equal to the amount of their original capital contributions to the
Partnership plus a cumulative return of 12% per annum (simple interest) on the
Limited Partners' Adjusted Capital Investment, as defined in the Agreement.
Thereafter, 10% of such proceeds will be distributed to the General Partner and
the remaining 90% of such proceeds will be distributed 1% to the General Partner
and 99% to the Limited Partners.
PRINCIPLES OF CONSOLIDATION
In order to facilitate the refinancing of the first mortgage indebtedness
secured by Brittany Point in 1996, the property was transferred to a lower-tier
partnership known as Brittany Point AP VIII, L.P. in which the Partnership
effectively owns a 99.99% limited partnership interest. The financial
statements include all of the accounts of the Partnership and its majority owned
partnership. All significant interpartnership balances have been eliminated.
DEPRECIATION
Depreciation is computed on an accelerated method over estimated useful lives of
10 to 25 years for buildings and improvements and 3 to 5 years for furnishings
and equipment until such time as the expense is exceeded by depreciation as
computed on the straight line method. Assets placed in service after 1987 are
depreciated over estimated useful lives of 10 to 15 years for buildings and
improvements and 5 years for furnishings and equipment using the straight-line
method. For Federal income tax purposes, the accelerated cost recovery method
is used (1) for real property over 18 years for additions after March 15, 1984,
and before May 9, 1985, and 19 years for additions after May 8, 1985, and before
January 1, 1987, and (2) for personal property over 5 years for additions prior
to January 1, 1987. As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the alternative depreciation system is used for
depreciation of (1) real property additions over 40 years, and (2) personal
property additions from 6-20 years.
CASH AND CASH EQUIVALENTS
UNRESTRICTED CASH Unrestricted cash includes all highly liquid investments with
original maturities less than 90 days. At certain times, the amount of cash
deposited at a bank may exceed the limit on insured deposits.
RESTRICTED CASH - TENANT SECURITY DEPOSITS The Partnership requires security
deposits from all lessees for the duration of the lease and such deposits are
considered restricted cash. Deposits are refunded when the tenant vacates the
apartment, provided the tenant has not damaged it space and is current on its
rental payments.
INVESTMENT PROPERTIES
Prior to the fourth quarter of 1995, investment properties were carried at the
lower of cost or estimated fair value, which was determined using the higher of
the property's non-recourse debt amount, when applicable, or the net operating
income of the investment property capitalized at a rate deemed reasonable for
the type of property. During the fourth quarter of 1995 the Partnership adopted
"FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. The
effect of adoption was not material.
LOAN COSTS
Loan costs of approximately $370,000 included in other assets are being
amortized on a straight-line basis over the life of the loans. Accumulated
amortization is approximately $155,000 at December 31, 1996. The amortization
expense is classified as interest expense.
ADVERTISING COSTS
Advertising costs of approximately $56,000 and $67,000 in 1996 and 1995,
respectively, are charged to expense as they are incurred and are included in
operating expenses.
LEASES
The Partnership generally leases apartment units for twelve-month terms or less.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
FAIR VALUE
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate that value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities. The Partnership estimates the fair value of its fixed rate
mortgages by discounted cash flow analysis, based on estimated borrowing rates
currently available to the Partnership. The carrying amounts of variable-rate
mortgages approximate fair value due to frequent re-pricing.
NOTE C - MORTGAGE NOTES PAYABLE
The principal terms of mortgage notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1996 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Bercado Shores
1st mortgage $ 4,088 $ 34 (1) 6/2000 $3,902
2nd mortgage,
(in default) 1,350 (2) 12.50% 6/1995(3) 1,350
Brittany Point
1st mortgage 9,800 (4) 7.875% 2/2001 8,850
2nd mortgage 1,570 (2) 12.50% 12/2000 1,570
Totals $16,808
</TABLE>
(1) Based on the one-year Treasury Constant Maturities rate plus 3%; 8.625% as
of December 31, 1996.
(2) Interest only payments.
(3) In March 1993, the Partnership defaulted on payments on the second trust
deed from Angeles Mortgage Investment Trust ("AMIT") on Bercado Shores.
(4) The Brittany Point first mortgage was refinanced in January of 1996, with
the existing lender. Payments of approximately $64,000 are interest-only
through February 1997, after which principal and interest payments of
approximately $81,000 will be amortized over 20 years.
The estimated fair value of the Partnership's aggregate debt excluding the
second mortgages, noted below, approximates the carrying value of approximately
$13,888,000. This estimate represents a general approximation of possible value
and is not necessarily indicative of the amounts the Partnership might pay in
actual market transactions.
The General Partner believes that it is not appropriate to use the Partnership's
incremental borrowing rate for the second mortgages and the note payable to an
affiliate as there is currently no market in which the Partnership could obtain
similar financing. Therefore, the General Partner considers estimation of fair
value to be impracticable for this indebtedness.
The mortgage notes payable are secured by certain of the Partnership-s
investment properties and by pledge of revenues from the respective investment
properties.
On January 18, 1996, the Partnership refinanced the first mortgage encumbering
Brittany Point. The total mortgage indebtedness refinanced was $9,453,000, of
which $9,368,000 represented principal. The new indebtedness carries a stated
interest rate of 7.875% with interest-only payments until February 1997, at
which time the payments will increase in order to amortize the indebtedness.
The principal is to be amortized over 20 years, with a balloon payment due in
February, 2001. The Partnership capitalized loan costs of $184,000 related to
the refinancing.
Scheduled principal payments of mortgage notes payable subsequent to December 31
are as follows (in thousands):
1997 $ 1,598
1998 287
1999 311
2000 5,738
2001 8,874
$16,808
NOTE D - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net (loss) income as reported and Federal taxable (loss)
income result primarily from (1) depreciation over different methods and lives
and on differing cost bases of apartment properties, and (2) change in rental
income received in advance.
The following is a reconciliation of reported net (loss) income and Federal
taxable (loss) income (in thousands, except unit data):
1996 1995
Net (loss) income as reported $ (1,023) $ 15
Add (deduct):
Depreciation differences 62 45
Unearned income (70) 40
Other 10 (40)
Accruals and prepaids 14 (13)
Federal taxable (loss) income $ (1,007) $ 47
Federal taxable (loss) income
per limited partnership unit $ (84.09) $ 3.89
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net deficiency as reported $(13,571)
Land and buildings 1,732
Accumulated depreciation (565)
Syndication and distribution costs 1,318
Other 48
Net deficiency - Federal tax basis $(11,038)
NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the general partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. Property management fees of approximately $181,000 and $187,000
were paid to affiliates of the General Partner for 1996 and 1995, respectively.
These fees are included in operating expenses. Approximately $150,000 and
$64,000 in reimbursements for services of affiliates of the General Partner were
expensed by the Partnership for 1996 and 1995, respectively. At December 31,
1996, approximately $111,000 of the 1996 reimbursements were unpaid and are
included in other liabilities. Of the 1996 reimbursements of $150,000,
approximately $38,000 of expense reimbursements related to construction
oversight costs incurred in conjunction with the exterior rehabilitation of the
Partnership's properties were paid to affiliates of the General Partner during
1996.
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payments 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 obligation is not significant.
In November 1992, Angeles Acceptance Pool, L.P. ("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"), an affiliate of the General Partner, 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. This
working capital loan funded the Partnership's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was approximately
$371,000 at December 31, 1996 and December 31, 1995, with monthly interest only
payments at prime plus 0.75% (9.0% at December 31, 1996). Principal is to be
paid the earlier of i) the availability of funds, ii) the sale of one or more
properties covered by the Partnership, or iii) November 25, 1997. The
Partnership is currently in negotiations with AAP, to extend the maturity or
settle the liability at a reduced amount. There can be no assurance that these
negotiations with AAP will be successful. Total interest expense for this loan
was approximately $33,000 and $37,000 in 1996 and 1995, respectively, of which
approximately $125,000 was accrued at December 31, 1996.
AMIT currently provides secondary financing on the Partnership's investment
properties. Total indebtedness was approximately $2,920,000 at December 31,
1996, of which $1,350,000 was in default at December 31, 1996 (See "Notes A and
C"). Total interest expense related to this debt was approximately $545,000 and
$452,000 in 1996 and 1995, respectively, of which approximately $1,267,000 was
accrued at December 31, 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 39% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.3% 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 1996 and 1995 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, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia, whose affiliates provide property
management and certain partnership administration services to the Partnership,
owns 126,500 Class A Shares of AMIT as of December 31, 1996. As of February 1,
1997, the number of shares owned by LAC decreased to 96,800. These Class A
Shares entitle LAC to vote approximately 2.2% of the total shares. In addition,
Insignia has engaged in and continues to engage in, discussions with AMIT
regarding various potential business combinations with affiliates of Insignia.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, the result of which is MAE GP will be able to vote the
Class B shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT.
On those matters, MAE GP granted to the AMIT trustees, in their capacity as
trustees of AMIT, proxies with regard to the Class B shares 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.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands)
Bercado Shores $ 5,438 $212 $ 4,048 $ 573
Brittany Point 11,370 331 7,932 1,859
Totals $16,808 $543 $11,980 $2,432
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date of Date Useful
Description Land Property Total Depreciation Construction Acquired Life
(amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Bercado Shores $ 212 $ 4,621 $ 4,833 $3,300 1974 05/31/79 5-25
Brittany Point 331 9,791 10,122 6,463 1977
12/31/79 5-25
Totals $ 543 $14,412 $14,955 $9,763
</TABLE>
The useful lives included above are for the buildings and related personal
property. The depreciable lives for related personal property are for 5 to 7
years.
Reconciliation of "Investment Properties and Accumulated Depreciation"(in
thousands):
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $14,075 $13,964
Property improvements 929 141
Write-offs due to replacements (49) (30)
Balance at end of year $14,955 $14,075
Accumulated Depreciation
Balance at beginning of year $ 9,173 $ 8,609
Current year expense 624 594
Write-offs due to replacements (34) (30)
Balance at end of year $ 9,763 $ 9,173
The net book value of the write-offs in 1996 of approximately $15,000 is
included in operating expenses on the accompanying statement of operations.
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1996 and 1995, was approximately $16,687,000 and $15,758,000,
respectively. The accumulated depreciation for Federal income tax purposes at
December 31, 1996 and 1995, was approximately $10,328,000 and $9,767,000,
respectively.
NOTE G - LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 130 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss for the year. The loss per limited partnership unit in the
accompanying statements of operations is calculated based on the number of units
outstanding at the beginning of the year.
NOTE H - TAX RECOVERY
The Partnership's ongoing property tax appeal of Bercado Shores' 1990, 1991 and
1992 property taxes was successfully completed in 1995 with the Partnership
recognizing $802,000 of tax recovery income in 1995. The Partnership had paid
property taxes for the 1990, 1991, and 1992 tax years but withheld payment of
the 1993 taxes during the appeal. Upon completion of the appeal in 1995, the
tax authority reimbursed the property for overpayments of the 1990, 1991, and
1992 taxes totalling $545,000, of which the tax authority applied $321,000 of
the refund to pay the 1993 taxes. In addition, property tax accruals were
reduced by approximately $256,000 in 1995 to reflect the newly assessed property
value.
ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The names of the directors and executive officers of Angeles Realty Corporation
("ARC"), the Partnership's General Partner as of December 31, 1996, their ages
and the nature of all positions with ARC presently held by them are as follows:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Vice President and Chief
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities which included
portfolio acquisitions, asset dispositions, debt restructurings and financial
reporting. Briefly, in early 1993, Mr. Vinson served as President and Chief
Executive Officer of Angeles Corporation, a real estate investment firm. From
1991 to 1993, Mr. Vinson was employed by Insignia in various capacities
including Managing Director-President during 1991.
Robert D. Long, Jr. is Vice President and Chief Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
John K. Lines, Esq. has been General Counsel of Insignia since June 1994 and
General Counsel and Secretary since July 1994. From May 1993 until June 1994,
Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation in West Palm Beach, Florida. From October 1991 until
April 1993, Mr. Lines was a Senior Attorney with Banc One Corporation in
Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was employed as an
Associate Attorney with Squire Sanders & Dempsey in Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter.
ITEM 10. EXECUTIVE COMPENSATION
None of the directors and officers of the General Partner received any
remuneration from the Registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant.
The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partner may be expelled from
the Partnership upon 90 days written notice. In the event that a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partner an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partner's interest in the Partnership on the effective date
of the expulsion, which shall be an amount equal to the difference between (i)
the balance of the General Partner's capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
would be entitled. Determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of ARC.
During the years ended December 31, 1996 and December 31, 1995, the transactions
that occurred between the Partnership and ARC and affiliates of ARC pursuant to
the terms of the Agreement are disclosed under "Note E" of the Notes to
Consolidated Financial Statements included under "Item 7", which is hereby
incorporated by reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
See Exhibit Index contained herein for listing of exhibits.
(b) Reports on Form 8-K filed during the fourth quarter of 1996:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ANGELES PARTNERS VIII LIMITED PARTNERSHIP
By: Angeles Realty Corporation
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 21, 1997
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.
/s/Carroll D. Vinson President
Carroll D. Vinson
/s/Robert D. Long, Jr. Vice President/CAO
Robert D. Long, Jr.
EXHIBIT INDEX
EXHIBIT
3.1 Amended Certificate and Agreement of the Limited Partnership filed
as exhibit 3.1 in Form 10K dated October 31, 1979 and is
incorporated herein by reference.
10.1 Property Management Agreement between the Partnership and Angeles
Real Estate Management Company, filed as exhibit 10.1 in Form 10K
dated October 31, 1980 and is incorporated herein by reference.
10.2 First Trust Deed Mortgage - Bercado Shores, filed as an exhibit
10.8 in Form 10-K dated March 28, 1991 and is incorporated herein
by reference.
10.3 First Trust Deed Mortgage - Devonshire Apartments, filed as an
exhibit 10.9 in Form 10-K dated March 28, 1991 and is incorporated
herein by reference.
10.4 Promissory Note Secured by Mortgage and Other Security -
Breckenridge, filed as an exhibit 10.10 in Form 10-K dated March
28, 1991 and is incorporated herein by reference.
10.5 Promissory Note Secured by Mortgage and Other Security -
Devonshire, filed as an exhibit 10.11 in Form 10-K dated March 28,
1991 and is incorporated herein by reference.
10.6 Promissory Note Secured by Mortgage and Other Security - Brittany
Point, filed as an exhibit 10.12 in Form 10-K dated March 28, 1991
and is incorporated herein by reference.
10.7 Agreement to Purchase and Sale of Real Property between Angeles
Partners VIII and New Plan Realty Trust, dated January 29, 1992
which was filed as exhibit I to the Trust's Form 8-K filed February
28, 1992 and is incorporated herein by reference.
10.8 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which is
incorporated herein by reference.
10.9 Promissory Note Secured by Mortgage and Other Security dated
January 18, 1996 - Brittany Point AP VIII, L.P.
10.10 Mortgage, Assignment of Rents and Security Agreement dated January
18, 1996 - Brittany Point AP VIII, L.P.
16 Letter from the Registrant's former accountant regarding its
concurrence with the statements made by the Registrant is
incorporated by reference to the exhibit filed with Form 8-K dated
August 30, 1993.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VIII 1996 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000276779
<NAME> ANGELES PARTNERS VIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 193
<SECURITIES> 0
<RECEIVABLES> 6
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,955
<DEPRECIATION> 9,763
<TOTAL-ASSETS> 5,779
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 17,179
0
0
<COMMON> 0
<OTHER-SE> (13,571)
<TOTAL-LIABILITY-AND-EQUITY> 5,779
<SALES> 0
<TOTAL-REVENUES> 3,643
<CGS> 0
<TOTAL-COSTS> 4,666
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,777
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,023)
<EPS-PRIMARY> (84.52)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
