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 0-9704
ANGELES PARTNERS IX
California 95-3417137
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer 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]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. $7,462,000
State the aggregate market value of the voting stock held by nonaffiliates 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 December 31, 1996. Market value information for Registrant's
Partnership Interest is not available. Should a trading market develop for
these Interests, it is the General Partner's belief that such trading would not
exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Angeles Partners IX (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 September 12, 1979. The General Partner
of the Partnership is Angeles Realty Corporation, a California corporation
(hereinafter referred to as the "General Partner" or "ARC").
The Partnership, through its public offering of Limited Partnership Units, sold
20,000 units aggregating $20,000,000. The General Partner contributed capital
in the amount of $1,000 for a 1% interest in the Partnership. The Partnership
was formed for the purpose of acquiring fee interests in various types of real
property. The Partnership presently owns five investment properties. 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 Partnership has no employees. The General Partner is vested with full
authority as to the general management and supervision of the business and
affairs of the Partnership. Limited Partners have no right to participate in
the management or conduct of such business and affairs. Insignia Residential
Group, L.P. provides day-to-day management services to the Partnership's
investment properties.
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 properties in its immediate area but
with hundreds of similar apartment properties 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
The Pines of Northwest
Crossing Apartments 05/30/80 Fee ownership, subject to Apartment -
Houston, Texas first and second mortgages 412 units
Panorama Terrace Apartments 06/30/80 Fee ownership, subject to a Apartment -
Birmingham, Alabama first mortgage 227 units
Forest River Apartments 12/29/80 Fee ownership, subject to Apartment -
Gadsden, Alabama first and second mortgages 248 units
Village Green Apartments 12/31/80 Fee ownership, subject to Apartment -
Montgomery, Alabama a first mortgage 336 units
Rosemont Crossing 12/31/80 Fee ownership, subject to Apartment -
San Antonio, Texas first and second mortgages 217 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
The Pines of Northwest
Crossing Apartments $ 10,851 $ 5,906 5-25 yrs (1) $ 5,224
Panorama Terrace Apartments 8,308 5,006 5-25 yrs (1) 4,096
Forest River Apartments 4,891 3,171 5-25 yrs (1) 1,945
Village Green Apartments 7,739 4,959 5-25 yrs (1) 3,357
Rosemont Crossing Apartments 4,264 1,853 5-19 yrs (1) 2,404
$ 36,053 $ 20,895 $ 17,026
<FN>
(1) Straight-line and accelerated cost recovery method used.
</TABLE>
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
The Pines of Northwest
Crossing Apartments
1st mortgage $ 4,876 7.83% (2) 10/15/03 $ 4,338
2nd mortgage 156 7.83% (4) 10/15/03 156
Panorama Terrace Apartments
1st mortgage 3,855 10.13% (3) 08/10/02 3,590
Forest River Apartments
1st mortgage 3,299 7.83% (2) 10/15/03 2,935
2nd mortgage 106 7.83% (4) 10/15/03 106
Village Green Apartments
1st mortgage 4,895 7.33% (1) 11/01/03 4,489
Rosemont Crossing Apts.
1st mortgage 2,868 7.83% (2) 10/15/03 2,552
2nd mortgage 92 7.83% (4) 10/15/03 92
20,147 $ 18,258
Less unamortized
discounts (173)
$ 19,974
(1) The principal balance is being amortized over 360 months with a
balloon payment due November 1, 2003.
(2) The principal balance is being amortized over 344 months with a
balloon payment due October 15, 2003.
(3) The principal balance is being amortized over 360 months with a
balloon payment due August 10, 2002.
(4) Interest only.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average annual rental rates and occupancy for 1996 and 1995 for each
property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
The Pines of Northwest
Crossing Apartments $ 5,116/unit $ 5,010/unit 92% 89%
Panorama Terrace Apartments 7,057/unit 6,685/unit 94% (1) 97%
Forest River Apartments 4,469/unit 4,105/unit 93% (2) 96%
Village Green Apartments 5,045/unit 4,839/unit 93% (3) 95%
Rosemont Crossing Apartments 5,553/unit 5,391/unit 91% (4) 90%
(1) Occupancy has decreased due to low interest rates, which have made home
purchases attractive. In addition, construction at the property has
caused a decrease in occupancy.
(2) The decrease in occupancy at Forest River Apartments is the result of an
increase in rental rates at the property. This market has a low rental
rate structure.
(3) Occupancy at Village Green Apartments has decreased as a result of an
increase in home purchases. Additionally, the market has had an increase
of new units built in the area.
(4) During the second quarter of 1996, The Greens Apartments was renamed
"Rosemont Crossing Apartments". Occupancy is low due to an over supply
of rental units in the local market.
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 in the area. The
General Partner believes that all of the properties are adequately insured.
The multi-family residential properties' lease terms are for one year or
less. No 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
The Pines of Northwest Crossing Apartments $ 148 3.06
Panorama Terrace Apartments 81* 6.26
Forest River Apartments 46* 4.90
Village Green Apartments 56* 3.49
Rosemont Crossing Apartments 78 2.74
*Due to this property having a tax year different than its fiscal year,
the tax bill does not equal tax expense.
ITEM 3. LEGAL PROCEEDINGS
On March 4, 1994, an employee at The Pines of Northwest Crossing Apartments
("Plaintiff") allegedly sustained personal injuries during the ordinary
course of business. The Plaintiff remained out of work until March 24, 1994.
The Plaintiff alleges that upon his return back to work, he was terminated in
retaliation for having filed a worker's compensation claim. The Plaintiff
seeks actual damages, exemplary damages, attorney's fees and court costs.
The General Partner can not predict the outcome of this proceeding or the
range of settlement for the Plaintiff, if settled in favor of the Plaintiff;
however the General Partner believes that this claim is without merit and
intends to vigorously defend it.
The Partnership filed a Proof of Claim in the bankruptcy proceeding of
Angeles Corporation ("Angeles") concerning the Partnership's previous
indebtedness to Angeles Acceptance Pool, L.P. ("AAP"). The Proof of Claim
alleges that, instead of causing the Partnership to pay AAP on account of
such debt, Angeles, either itself or through an affiliate, caused the
Partnership to make payment to another Angeles affiliate. To the extent that
such action results in the Partnership not receiving credit for the payments
so made, the Partnership would have been damaged in an amount equal to the
misappropriated payments. On August 9, 1995, AAP acknowledged constructive
receipt of such payment and, therefore, the General Partner withdrew the
Partnership's claim.
The Partnership is unaware of any other pending or outstanding litigation
that is not of a routine nature. The General Partner 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 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY
HOLDER MATTERS
The Partnership, a publicly-held limited partnership, sold 20,000 Limited
Partnership Units during its offering period through September 12, 1979,
and currently has 1,981 Limited Partners of record and 19,975 units
outstanding. 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
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
RESULTS OF OPERATIONS
The Partnership's net loss, as shown in the financial statements, for the year
ended December 31, 1996, was $912,000 versus a net loss of $707,000 for the year
ended December 31, 1995. The increased loss in 1996 was due primarily to
overall increases in general and administrative expenses, and maintenance
expenses, as well as a loss recognized on the early extinguishment of debt due
to the refinance of the mortgage debt secured by Village Green Apartments.
The Partnership experienced an increase in both revenues and expenses for the
year ended December 31, 1996. Revenue increases are due to an increase in
occupancy at the Pines of Northwest Crossing Apartments and an increase in
rental rates at all of the Partnership's properties. General and administrative
expenses increased due to an increase in costs for services of affiliates.
Maintenance expenses increased due to an increase in interior and exterior
building improvements at Rosemont Crossing Apartments and Panorama Terrace
Apartments, parking lot repairs at Rosemont Crossing Apartments and exterior
painting at Panorama Terrace Apartments. Included in maintenance expenses is
$380,000 of major repairs and maintenance comprised of parking lot resurfacing,
major landscaping, interior building maintenance, exterior building maintenance
and exterior painting for the year ended December 31, 1996.
In 1996, the Partnership recognized an extraordinary loss on early
extinguishment of debt of $173,000. This loss was associated with the
refinancing of the mortgage debt secured by Village Green Apartments. $122,000
of this loss related to pre-payment penalties on the payoff of the previous
mortgage and the remainder of the loss, or $51,000 was due to the write-off of
unamortized loan costs. During 1995, the Partnership recognized a $2,000 loss
on disposal of property due to roof replacements at Forest River Apartments and
Panorama Terrace Apartments. The loss was due to the write-off of roofs that
were not yet fully depreciated.
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.
Capital Resources and Liquidity
At December 31, 1996, the Partnership had unrestricted cash of $877,000 versus
$451,000 at December 31, 1995. Net cash provided by operating activities
remained stable in 1996 as compared to 1995. Net cash used in investing
activities increased in 1996 versus 1995, primarily due to an increase in
deposits to restricted escrow accounts. This increase is due to the refinance
of the debt secured by Village Green Apartments. Net cash provided by financing
activities increased in 1996 as a result of the refinancing of the mortgage note
secured by Village Green Apartments.
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 various properties to adequately
maintain the physical assets and other operating needs of the Partnership. Such
assets are currently thought to be sufficient for any near-term needs of the
Partnership. The mortgage indebtedness of $19,974,000, net of discount, is
amortized over varying periods with required balloon payments of $18,258,000
from August 2002 to November 2003, at which time the properties will either be
refinanced or sold. In November 1996, the Partnership refinanced the mortgage
debt secured by Village Green Apartments. The new loan had a principal amount
of $4,900,000 and has a maturity date of November 1, 2003. This note carries
an interest rate of 7.33% per annum. Future cash distributions will depend on
the levels of cash generated from operations, property sales and the
availability of cash reserves. No cash distributions were paid in 1996 or 1995.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS IX
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 Statement of Changes in Partners' 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 IX
We have audited the accompanying consolidated balance sheet of Angeles Partners
IX 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
IX 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.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 14, 1997
ANGELES PARTNERS IX
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 877
Restricted--tenant security deposits 127
Accounts receivable 56
Escrows for taxes and insurance 298
Restricted escrows 580
Other assets 604
Investment properties (Notes B and E):
Land $ 3,083
Buildings and related personal property 32,970
36,053
Less accumulated depreciation (20,895) 15,158
$ 17,700
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 250
Tenant security deposits 129
Accrued taxes 329
Other liabilities 198
Mortgage notes payable (Notes B and E) 19,974
Partners' Deficit
General partner $ (207)
Limited partners (19,975 units issued
and outstanding) (2,973) (3,180)
$ 17,700
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS IX
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 7,094 $ 6,796
Other income 368 371
Total revenues 7,462 7,167
Expenses:
Operating 2,682 2,709
General and administrative 274 203
Maintenance 1,311 1,099
Depreciation 1,717 1,576
Interest 1,808 1,843
Property taxes 409 442
Total expenses 8,201 7,872
Loss before loss on disposal of property and
extraordinary item (739) (705)
Loss on disposal of property, net of
insurance proceeds -- (2)
Loss before extraordinary item (739) (707)
Extraordinary item - loss on early extinguishment of
debt (Note F) (173)
Net loss $ (912) $ (707)
Net loss allocated to
general partner (1%) $ (9) $ (7)
Net loss allocated to
limited partners (99%) (903) (700)
Net loss $ (912) $ (707)
Per limited partnership unit:
Loss before extraordinary item $ (36.63) $ (35.07)
Extraordinary item (8.57) --
Net loss $ (45.20) $ (35.07)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS IX
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 20,000 $ 1 $ 20,000 $ 20,001
Partners' deficit at
December 31, 1994 19,975 $ (191) $ (1,370) $ (1,561)
Net loss for the year ended
December 31, 1995 -- (7) (700) (707)
Partners' deficit at
December 31, 1995 19,975 (198) (2,070) (2,268)
Net loss for the year ended
December 31, 1996 -- (9) (903) (912)
Partners' deficit
at December 31, 1996 19,975 $ (207) $ (2,973) $ (3,180)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS IX
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 $ (912) $ (707)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 1,717 1,576
Amortization of discounts and loan costs 120 141
Loss on disposal of property, net of
insurance proceeds -- 2
Extraordinary loss on early extinguishment of debt 173 --
Change in accounts:
Restricted cash 46 (3)
Accounts receivable (33) 11
Escrows for taxes and insurance (55) 104
Other assets (7) (6)
Accounts payable 38 35
Tenant security deposit liabilities (45) 6
Accrued taxes 90 (28)
Other liabilities (54) (23)
Net cash provided by operating activities 1,078 1,108
Cash flows from investing activities:
Property improvements and replacements (1,062) (1,056)
Deposits to restricted escrows (277) (40)
Withdrawals from restricted escrows 162 371
Net cash used in investing activities (1,177) (725)
Cash flows from financing activities:
Prepayment penalty (122) --
Proceeds from mortgage notes payable 9,800
Repayments of mortgage notes payable (8,788)
Payments on mortgage notes payable (223) (237)
Loan costs (142) --
Net cash provided by (used in)
financing activities 525 (237)
Net increase in cash and cash equivalents 426 146
Unrestricted cash and cash equivalents at
beginning of year 451 305
Unrestricted cash and cash equivalents at end of year $ 877 $ 451
Supplemental disclosure of cash flow
Cash paid for interest $ 1,688 $ 1,700
<FN>
See accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARTNERS IX
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Partners IX (the "Partnership" or "Registrant") is a
California limited partnership organized on September 12, 1979, to acquire and
operate residential properties. The Partnership's Managing General Partner is
Angeles Realty Corporation ("ARC"), an affiliate of Insignia Financial Group,
Inc. As of December 31, 1996, the Partnership operates five residential
properties located in or near major urban areas in the United States.
Principles of Consolidation: The financial statements include all of the
accounts of the Partnership and its majority owned Partnerships. All
significant interpartnership balances have been eliminated. Minority interest
is immaterial and not shown separately in the financial statements.
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 he General Partner and 99% to the Limited Partners on an
annual basis.
Except as discussed below, the Partnership will allocate all distributions 1% to
the General Partner and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing, of any asset of the
Partnership and in connection with the dissolution of the Partnership, the
Distributable Net Proceeds, if any, thereof which the General Partner determines
are not required for support of the operations of the Partnership will be
distributed to the General Partner and the Limited Partners in proportion to
their interests in the Partnership until all Limited Partners have received
distributions from the Partnership equal to the amount of their original
contributions to the Partnership and a cumulative return of 10% per annum
(simple interest) on the Limited Partners' adjusted capital investment, as
defined in the Agreement. Thereafter, 14% of such proceeds will be distributed
to the General Partner and the remaining 86% of such proceeds will be
distributed 1% to the General Partner and 99% to the Limited Partners.
Depreciation: Depreciation is computed using the accelerated and the straight-
line methods over the estimated lives of the investment properties and related
personal property. 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 over 6-20 years.
Cash and Cash Equivalents - Unrestricted Cash: The Partnership considers all
highly liquid investments with a maturity when purchased of three months or less
to be cash equivalents. The carrying amount reported in the balance sheet
approximates its fair value. 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 considers the
deposits to be restricted cash. Deposits are refunded when the tenant vacates
the apartment if there has been no damage to the unit.
Loan Costs: Loan costs of $830,000 are included in "Other assets" in the
accompanying balance sheet and are being amortized on a straight-line basis over
the life of the loans. At December 31, 1996, accumulated amortization is
$257,000.
RESTRICTED ESCROWS:
Capital Improvement Reserves - At the time of the refinancing of Forest River
Apartments, Rosemont Crossing Apartments, and The Pines of Northwest Crossing
Apartments' mortgage notes payable in 1993, $997,000 of the proceeds were
designated for "capital improvement escrows" for certain capital improvements.
At December 31, 1996, the balance remaining in the escrow was $12,000, which
includes interest earned on these funds. Upon completion of the scheduled
property improvements, any excess funds will be returned to the properties for
property operations.
At the time of the refinancing of Village Green Apartments mortgage note payable
in 1996, $251,000 of the proceeds were designated for "capital improvement
escrow" for certain capital improvements. At December 31, 1996, the balance in
this escrow was $251,000.
Reserve Account - In addition to the 1993 establishment of Capital Improvement
Reserves, general Reserve Accounts of $283,000 were established with the
refinancing proceeds for the refinanced properties. These funds were
established to cover necessary repairs and replacements of existing
improvements, debt service, out-of-pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and
insurance premiums. The Partnership is required to deposit net operating income
(as defined in the mortgage note) from the refinanced property to the reserve
account until the reserve account equals $400 per apartment unit, or $351,000 in
total. At December 31, 1996, the balance in this account was $308,000.
Replacement Reserve Escrow - In addition to the above escrows, Village Green
Apartments maintains a replacement reserve escrow to fund replacement,
refurbishment or repair of improvements to the property pursuant to the mortgage
note documents. The property is required to deposit $4,000 per month until the
escrow balance reaches $126,000. As of December 31, 1996, the balance in this
account is $9,000.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less.
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 mortgage by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership (see "Note B").
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.
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.
Advertising Costs: Advertising costs of $139,000 and $142,000, for the year
ended December 31, 1996 and 1995, respectively, are charged to expense as they
are incurred and are included in "Operating expenses" in the accompanying
statement of operations.
Reclassifications: Certain reclassifications have been made to the 1995
balances to conform to the 1996 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
(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>
The Pines of Northwest
Crossing Apartments
1st mortgage $ 4,876 $ 37 7.83% 10/15/03 $ 4,338
2nd mortgage (1) 156 1 7.83% 10/15/03 156
Panorama Terrace Apartments
1st mortgage 3,855 35 10.13% 08/10/02 3,590
Forest River Apartments
1st mortgage 3,299 25 7.83% 10/15/03 2,935
2nd mortgage (1) 106 1 7.83% 10/15/03 106
Village Green Apartments
1st mortgage 4,895 34 7.33% 11/01/03 4,489
Rosemont Crossing Apartments
1st mortgage 2,868 22 7.83% 10/15/03 2,552
2nd mortgage (1) 92 1 7.83% 10/15/03 92
20,147 $ 156 $ 18,258
Less unamortized
discounts (2) (173)
$ 19,974
<FN>
(1) Interest only.
(2) The partnership exercised an interest rate buy-down option for the Pines of
Northwest Crossing Apartments, Forest River Apartments and Rosemont
Crossing Apartments when the debt was refinanced, reducing the stated rate
from 8.13% to 7.83%. The fee for the interest rate reduction amounted to
$231,000 and is being amortized as a mortgage discount on the interest
method over the life of the loan. The unamortized discount fee is
reflected as a reduction of the mortgage notes payable and increases the
effective rate of the debt to 8.13%.
</TABLE>
In July 1996, the General Partner refinanced the mortgage debt secured by
Village Green Apartments. The bridge loan, in the principal amount of
$4,900,000, matured in September 1996. The Partnership exercised an option to
extend the maturity date to November 1996. On November 1, 1996, the Partnership
closed on the long term mortgage debt secured by Village Green Apartments. The
new loan had a principal amount of $4,900,000 and has a maturity date of
November 1, 2003. This note carries an interest rate of 7.33% per annum.
The estimated fair value of the Partnership's aggregate mortgage notes payable
approximates its carrying value. The mortgage notes payable are nonrecourse and
are secured by pledge of the Partnership's rental properties and by pledge of
revenues from the respective rental properties. Certain of the notes impose
prepayment penalties if repaid prior to maturity.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1996, are as follows:(in thousands)
1997 $ 227
1998 246
1999 266
2000 289
2001 313
Thereafter 18,806
$ 20,147
NOTE C - 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 as reported and Federal taxable loss result
primarily from (1) amortization of mortgage discounts, (2) depreciation over
different methods and lives and on differing cost bases of apartment properties,
and (3) change in rental income received in advance.
The following is a reconciliation of reported net loss and Federal taxable loss:
(in thousands)
1996 1995
Net loss as reported $ (912) $ (707)
Add (deduct):
Depreciation differences 747 612
Unearned income (20) (5)
Discounts on mortgage notes payable (3) (5)
Accruals 16 (26)
Other -- 2
Federal taxable loss $ (172) $ (129)
Federal taxable loss per
limited partnership unit $ (8.52) $ (6.38)
The following is a reconciliation at December 31, 1996, between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities: (in thousands)
Net deficiency as reported $ (3,180)
Land and buildings 5,614
Accumulated depreciation (3,746)
Syndication and distribution costs 2,036
Other 79
Net assets - Federal tax basis $ 803
NOTE D - 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.
The following amounts were paid to the General Partner and affiliates in 1996
and 1995: (in thousands)
1996 1995
Property management fees $ 372 $ 356
Reimbursement of services
of affiliates 233 143
Included in "Reimbursement of services of affiliates" is $25,000 for
construction oversight costs in 1996. A director of Insignia Financial Group,
Inc., is affiliated with a professional legal association that received fees of
$12,000 in connection with the refinancing of Village Green Apartments in 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 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 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 obligations is not significant.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, had
provided secondary financing to the Partnership secured by the Partnership's
investment property known as Panorama Terrace Apartments. Total interest
expense on this note was $21,000 and $28,000 for the years ended December 31,
1996 and 1995, respectively. On October 1, 1996, the principal balance of
$256,000 was paid off on this note.
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 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.
However, 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., ("Insignia") 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 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 on 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 these 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 E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
The Pines of Northwest
Crossing Apartments $ 5,032 $ 1,641 $ 7,399 $ 1,811
Panorama Terrace Apartments 3,855 473 6,262 1,573
Forest River Apartments 3,405 123 4,189 579
Village Green Apartments 4,895 409 5,786 1,544
Rosemont Crossing Apts. 2,960 437 3,933 (106)
Totals $ 20,147 $ 3,083 $ 27,569 $ 5,401
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
Buildings
And
Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
The Pines of Northwest
Crossing Apartments $ 1,641 $ 9,210 $ 10,851 $ 5,906 05/30/80 5-25
Panorama Terrace Apartments 473 7,835 8,308 5,006 06/30/80 5-25
Forest River Apartments 123 4,768 4,891 3,171 12/29/80 5-25
Village Green Apartments 409 7,330 7,739 4,959 12/31/80 5-25
Rosemont Crossing Apartments 437 3,827 4,264 1,853 12/31/80 5-19
Totals $ 3,083 $ 32,970 $ 36,053 $ 20,895
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1996 1995
Investment Property
Balance at beginning of year $ 34,991 $ 34,151
Property improvements 1,062 856
Write-offs due to replacements -- (16)
Balance at end of year $ 36,053 $ 34,991
Accumulated Depreciation
Balance at beginning of year $ 19,178 $ 17,616
Additions charged to expense 1,717 1,576
Write-offs due to replacements -- (14)
Balance at end of year $ 20,895 $ 19,178
The aggregate cost of the investment property for Federal income tax purposes at
December 31, 1996 and 1995, is $41,667,000 and $40,606,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and
1995, is $24,641,000 and $23,671,000.
NOTE F - EXTINGUISHMENT OF DEBT
Extraordinary losses of $173,000 are associated with the refinancing of Village
Green Apartments' mortgage note. $122,000 of this loss related to pre-payment
penalties on the previous mortgage and the remainder of the loss, or $51,000 was
due to the write-off of unamortized loan costs.
NOTE G - CONTINGENCY
On March 4, 1994, an employee at The Pines of Northwest Crossing Apartments
("Plaintiff") allegedly sustained personal injuries during the ordinary
course of business. The Plaintiff remained out of work until March 24, 1994.
The Plaintiff alleges that upon his return back to work, he was terminated in
retaliation for having filed a worker's compensation claim. The Plaintiff
seeks actual damages, exemplary damages, attorney's fees and court costs.
The General Partner can not predict the outcome of this proceeding or the
range of settlement for the Plaintiff, if settled in favor of the Plaintiff;
however the General Partner believes that this claim is without merit and
intends to vigorously defend it.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1996 or 1995
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. 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, Director
Robert D. Long, Jr. 29 Controller and
Principal
Accounting Officer
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 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. 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. From 1986 to 1990, Mr. Vinson was President and
Director of U.S. Shelter Corporation, a real estate services company, which sold
substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal 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
since 1991. Mr. Jarrard served as Managing Director - Partnership
Administration and Asset Management from July 1994 until January 1996
John K. Lines, Esq. has been Insignia's General Counsel 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 the General Partner and has served
as Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's general partner and
it's affiliates, as described in "Note D" of the Financial Statements included
under "Item 7.", which is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of January 1, 1997, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
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 for: Article 12.1 of the Agreement, which provide 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. Such 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 year ended December 31, 1996, the transactions that occurred between
the Partnership and ARC and affiliates of ARC pursuant to the terms of the
Agreement are disclosed under "Note D" of the Partnership's Financial Statements
included under "Item 7.", which is hereby incorporated by reference.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) No reports on Form 8-K were filed during the fourth quarter of 1996.
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 IX
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 27, 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 Date: March 27, 1997
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and Date: March 27, 1997
Robert D. Long, Jr. Principal
Accounting Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited
Partnership filed in Form S-11 dated December 24,
1984 incorporated herein by reference
10.1 Earnest Money Contract (Phase I and II) - the Pines
of Northwest Crossing Apartments filed in Form 8K
dated May 30, 1980 and incorporated herein by
reference
10.2 Purchase and Sale Agreement with Exhibits - Panorama
Terrace filed in Form 8K dated June 30, 1980 and
incorporated herein by reference
10.3 Purchase and Sale Agreement with Exhibits - Forest
River Apartments filed in Form 8K dated December 29,
1980 and incorporated herein by reference
10.4 Purchase and Sale Agreement with Exhibits - Village
Green Apartments filed in Form 8K dated December 31,
1980 and incorporated herein by reference
10.5 Purchase and Sale Agreement with Exhibits - The
Greens Apartments filed in Form 8K dated December 31,
1980 and incorporated herein by reference
10.6 Promissory Note - Village Green Apartments filed in
Form 10K as Exhibit 10.8 dated March 24, 1989 and
incorporated herein by reference
10.7 Promissory Note and deed of trust modification and
extension agreement - the Pines of Northwest Crossing
Apartments filed in the 1989 Form 10K as Exhibit 10.9
dated January 15, 1991 and incorporated herein by
reference
10.8 Promissory Note and deed of trust modification and
reinstatement agreement - the Greens Apartments filed
in Form 10K as Exhibit 10.10 dated March 28, 1991 and
incorporated herein by reference
10.9 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
10.10 (a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing The Pines
of Northwest Crossing.*
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing The Pines
of Northwest Crossing.*
(c) First Assignments of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing The Pines of Northwest
Crossing.*
(d) Second Assignment of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing The Pines of Northwest
Crossing.*
(e) First Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to The Pines of Northwest Crossing.*
(f) Second Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to The Pines of Northwest Crossing.*
*Filed as Exhibits 10.10 (a) through (f),
respectively, in Form 10-KSB for the year ended
December 31, 1993 and incorporated herein by
reference.
10.11 (a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing The
Greens.**
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing The
Greens.**
(c) First Assignments of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing The Greens.**
(d) Second Assignment of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing The Greens.**
(e) First Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to The Greens.**
(f) Second Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to The Greens.**
**Filed as Exhibits 10.11 (a) through (f),
respectively, in Form 10-KSB for the year ended
December 31, 1993 and incorporated herein by
reference.
10.12 (a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing Forest
River Apartments.***
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between Houston Pines, a
California Limited Partnership and Lexington Mortgage
Company, a Virginia Corporation, securing Forest
River Apartments.***
(c) First Assignments of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing Forest River
Apartments.***
(d) Second Assignment of Leases and Rents dated September
30, 1993 between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, a
Virginia Corporation, securing Forest River
Apartments.***
(e) First Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to Forest River Apartments.***
(f) Second Deeds of Trust Notes dated September 30, 1993
between Houston Pines, a California Limited
Partnership and Lexington Mortgage Company, relating
to Forest River Apartments.***
***Filed as Exhibits 10.12 (a) through (f),
respectively, in Form 10-KSB for the year ended
December 31, 1993, and incorporated herein by
reference.
10.13 Multifamily Mortgage dated November 1, 1996, between
Angeles Partners IX, a California Limited Partnership
and Lehman Brothers Holdings, Inc., relating to
Village Green Apartments.
16 Letter from the Registrant's former independent
accountant regarding its concurrence with the
statements made by the Registrant is incorporated by
reference to the exhibit filed with Form 8-K dated
September 1, 1993.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners IX 1996 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000313499
<NAME> ANGELES PARTNERS IX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 877
<SECURITIES> 0
<RECEIVABLES> 56
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 36,053
<DEPRECIATION> 20,895
<TOTAL-ASSETS> 17,700
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,974
0
0
<COMMON> 0
<OTHER-SE> (3,180)
<TOTAL-LIABILITY-AND-EQUITY> 17,700
<SALES> 0
<TOTAL-REVENUES> 7,462
<CGS> 0
<TOTAL-COSTS> 8,201
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,808
<INCOME-PRETAX> (912)
<INCOME-TAX> 0
<INCOME-CONTINUING> (912)
<DISCONTINUED> 0
<EXTRAORDINARY> (173)
<CHANGES> 0
<NET-INCOME> (912)
<EPS-PRIMARY> (45.20)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
Loan No. 734079826
Village Green
MULTIFAMILY NOTE
US $4,900,000.00 New York, New York
As of November 1, 1996
FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of Four
Million Nine Hundred Thousand and 00/100 Dollars, with interest on the unpaid
principal balance from the date of this Note, until paid, at the rate of 7.33
percent per annum. Principal and interest only shall be payable at 3 World
Financial Center, New York, New York 10285, or such other place as the holder
hereof may designate in writing, in consecutive monthly installments of Thirty-
three Thousand Six Hundred Ninety-two and 93/100 Dollars (US $33,692.93) on the
first day each month beginning December 1, 1996, until the entire indebtedness
evidenced hereby is fully paid, except that any remaining indebtedness, if not
sooner paid, shall be due and payable on November 1, 2003.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees.
Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.
From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.
The undersigned shall pay any installment of interest due hereunder within
ten (10) calendar days after such installment of interest is due. The
undersigned shall pay any other installment due hereunder or due in accordance
with the terms of the Mortgage or Deed of Trust securing this Note, within
thirty (30) calendar days of the date such installment is due.
IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to be executed by its representatives thereunto duly authorized.
ANGELES PARTNERS IX, a California limited partnership.
By: Angeles Realty Corporation, a
California corporation, its general
partner
By: /s/ William H. Jarrard, Jr.
Name: William H. Jarrard, Jr.
Title: President
LEHMAN BROTHERS HOLDINGS INC. D\B\A LEHMAN CAPITAL, A
DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a Delaware
corporation
By:/s/ Larry J. Kravetz
Name: Larry J. Kravetz
Title: Vice President
PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION WITHOUT RECOURSE.
This 1st day of November, 1996.
LEHMAN BROTHERS HOLDINGS INC. d/b/a
Lehman Capital, A Division of Lehman
Brothers Holdings Inc., a Delaware
corporation
By: /s/ Larry Kravetz
Name: Larry Kravetz
Title: Vice President
