U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(As last amended by 34-31905, eff. 4/26/93)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ]
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 0-13192
ANGELES INCOME PROPERTIES, LTD. III
California 95-3903984
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
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 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. $1,612,439
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 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 the Managing General Partner's
belief that such trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
Part I
Item 1. Description of Business
Angeles Income Properties, Ltd. III (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
dated May 26, 1983, as amended (hereinafter referred to as "the Agreement").
The Partnership's Managing General Partner is Angeles Realty Corporation II
("ARC II"), a California corporation. The Elliott Accommodation Trust and the
Elliott Family Partnership, Ltd., a California limited partnership, are the Non-
Managing General Partners. The Managing General Partner and the Non-Managing
General Partners are herein collectively referred to as the "General Partners".
The Partnership, through its public offering of Limited Partnership Units,
sold 86,920 units aggregating $43,460,000. The General Partners 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 and other forms of
equity interests in various types of real property. The Managing 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 full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited Partners and the Non-Managing
General Partners have no right to participate in the management or conduct of
such business and affairs. Insignia Management Group, L.P. provides property
management services to each of 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 and commercial properties is located in or near a major urban area
and, accordingly, competes for rentals not only with similar apartment and
commercial properties in its immediate area but with hundreds of similar apart-
ment and commercial 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
Poplar Square Shopping 05/15/85 Fee ownership - subject Commercial
Center to a first mortgage 166,274 sq.ft.
Lake Forest Apartments 06/27/84 Fee ownership Residential Rental
136 units
The Partnership has a 33.3% investment in Northtown Mall Partners
("Northtown"). It also had a 57% investment in Burlington Outlet Mall Joint
Venture ("Burlington") and a 50% investment in Moraine West Carrollton Joint
Venture ("Moraine"). The Partnership entered into general partnership
agreements with Angeles Income Properties, Ltd. IV, a California partnership and
affiliate of the Managing General Partner, to form Burlington, Northtown and
Moraine. The property owned by Northtown, as of December 31, 1995, is
summarized as follows:
Date of
Property Purchase Type of Ownership Use
Northtown Mall 06/28/85 33.3% Commercial
806,730 sq.ft.
The investment property owned by Moraine was sold on July 21, 1994 to an
unaffiliated party. On October 30, 1995, Burlington lost its only investment
property, Burlington Outlet Mall, through a foreclosure by an unaffiliated
mortgage holder.
Northtown is accounted for by the Partnership on the equity method in
accordance with respective ownership percentage and is included on the balance
sheet in "Equity interest in net liabilities of joint venture."
Schedule of Properties:
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Poplar Square
Shopping $ 9,692,616 $5,797,235 5-20 yrs S/L $ 5,710,915
Lake Forest
Apartments 4,299,775 2,132,304 5-40 yrs S/L 1,836,869
$13,992,391 $7,929,539 $ 7,547,784
See "Note A" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
Schedule of Mortgages:
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
Poplar Square
Shopping Center
1st mortgage $3,447,327 (1) (1) 6/1996 $3,425,969
(1) Fixed monthly payments of principal and interest of $41,965 through August
31, 1994. The monthly payment was adjusted to $35,886 effective September
1, 1994, as a result of the paydown of the mortgage from the proceeds of
the land sale (See "Note B" for further discussion). Principal
amortization dependent on effective interest rate which is 2.5% over the
Yield at Constant Maturity of one year U.S. Treasury Securities (11% as of
December 31, 1995). The loan matured on June 9, 1995. A six month
extension ending December 9, 1995, was granted for a fee of $17,343.
Another six month extension was granted through June 1, 1996, for a fee of
$17,481. These loan extension fees, which total $34,824, are included in
"Other Assets" on the balance sheet and are being amortized over the life
of the extension.
Average annual rental rate and occupancy for 1995 and 1994 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Poplar Square Shopping Center $4.82/sq.ft. $5.11/sq.ft. 97% 99%
Lake Forest Apartments 6,040/unit 5,784/unit 94% 95%
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 and commercial buildings
in the area. The Managing General Partner believes that all of the properties
are adequately insured. The multi-family residential property's lease terms are
for one year or less. No residential tenant leases 10% or more of the available
rental space.
Poplar Square's leases expire on various dates through 2009. The following is
a schedule of the lease expirations for the years 1996-2005:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
Poplar Square
Shopping Center
1996 4 7,105 $ 58,784 7.47%
1997 4 26,801 137,994 17.53%
1998 1 675 6,683 .85%
1999 3 11,870 108,880 13.83%
2000 5 35,545 227,277 28.87%
2001 2 29,475 219,083 27.83%
2002-2005 1 2,550 23,715 3.01%
The following schedule reflects information on tenants occupying 10% or more
of the leasable square footage of Poplar Square Shopping Center:
Square Footage Annual Rent
Nature of Business Leased Per Square Foot Lease Expiration
Clothes Retailer 22,395 $7.10 01/31/01
Fabric Retailer 19,980 5.40 01/31/00
Discount Retailer 47,800 1.88 10/14/09
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Poplar Square Shopping Center $121,781(1) 1.35
Lake Forest Apartments 38,997 10.84
(1) The fiscal property tax year for this property, which ends in June, is
different than the Partnership's fiscal year.
Item 3. Legal Proceedings
Angeles, either directly or through an affiliate, maintained a central
disbursement account (the "account") for the properties and partnerships managed
by Angeles and its affiliates, including the Registrant. Angeles caused the
Partnership to make deposits to the account ostensibly to fund the payment of
certain obligations of the Partnership. However, of these total deposits, at
least $42,213 deposited by or on behalf of the Partnership was used for purposes
other than satisfying the liabilities of the Partnership. Accordingly, the
Partnership filed a Proof of Claim in the Angeles bankruptcy proceedings for
such amount. However, subsequently the Managing General Partner of the
Partnership has determined that the cost involved to pursue such claim would
likely exceed any amount received, if in fact such claim were to be resolved in
favor of the Partnership. Therefore, the Partnership withdrew this claim on
August 9, 1995.
The Registrant is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing 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 security holders of the Registrant 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 86,920 Limited
Partnership Units during its offering period through March 7, 1984, and
currently has 86,818 Limited Partnership Units outstanding and 3,776 Limited
Partners of record. There is no intention to sell additional Limited
Partnership Units nor is there an established market for these units. During
1994, the number of Limited Partnership Units decreased by 102 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment.
The Partnership has discontinued making cash distributions from operations
until and unless the financial condition of the Partnership and other relevant
factors warrant resumptions of distributions.
Item 6. Management s Discussion and Analysis
Results of Operations
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
The Partnership recognized income of $224,184 for the year ended December 31,
1995, as compared to a net loss of $1,437,836 for the year ended December 31,
1994. The increase in net income is primarily due to a decrease in general and
administrative expenses and an increase in the equity income of joint venture
due to a gain on the foreclosure of Burlington Outlet Mall, offset, in part, by
a gain on the sale of land at Poplar Square in 1994 (See discussion below).
The Partnership realized an increase in other income for the year ended
December 31, 1995, versus the year ended December 31, 1994. This increase in
other income is a result of increased interest income, as a result of
investments in short term commercial paper, increased lease cancellation fees,
and other miscellaneous fees and collections. The decrease in general and
administrative expenses during the year ended December 31, 1995, as compared to
the year ended December 31, 1994, is primarily related to decreases in asset
management, partnership accounting and investor services cost reimbursements and
due to a decrease in professional fees. Amortization of leasing commissions
increased as a result of an increase in Poplar Square's leasing activity near
the end of 1994 and the beginning of 1995. Bad debt expenses decreased as a
result of a reduction of the reserve required based on a review of tenant
accounts receivable.
The increase in the equity in income of joint ventures is primarily due to
the $2,606,903 gain on the foreclosure of Burlington Outlet Mall in 1995, of
which the Partnership's proportionate share was $1,485,935 (see "Note F"
included in "Item 7" for further discussion).
The loss on disposal of property of $7,691 relates to a roof replacement at
Lake Forest Apartments. The loss is the result of the write-off of the roof
which was not fully depreciated. The gain on the disposal of property at
December 31, 1994, relates to the sale of a parcel of land at Poplar Square
Shopping Center. Additionally, the Partnership realized a $9,938 loss related
to the roof replacement at Poplar Square Shopping Center. This loss is the
result of the write-off of a roof which was not fully depreciated.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the Managing General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Managing General Partner will be able to sustain
such a plan.
Capital Resources and Liquidity
The Partnership s primary source of cash is from the operations of its
properties. Cash from these sources is utilized for property operations,
capital improvements and/or repayment of debt.
At December 31, 1995, the Partnership had unrestricted cash of $1,887,586
versus $1,220,603 at December 31, 1994. Net cash provided by operating
activities increased as a result of improved operations. The decrease in cash
provided by investing activities was principally the result of proceeds from a
land sale in 1994, which did not recur in 1995, partially offset by an increase
in distributions received from Moraine. Net cash used in financing activities
decreased as a result of a prepayment of a portion of the mortgage note payable
secured by the Poplar Square investment property from the proceeds of the sale
of land during 1994.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $3,447,327, which is secured by the Poplar Square
Shopping Center investment property, matured in June 1995. The Managing General
Partner is in negotiations to refinance this indebtedness and has received two
six month extensions from the mortgage company to do so. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales and the availability of cash reserves. No cash distributions
were recorded in 1994 or 1995.
On March 15, 1991, Northtown and the holder of the Northtown Mall mortgage
note payable entered into an Option Agreement ("Option") whereby such lender has
the right and an option to purchase the Northtown Mall property on the terms and
conditions as set forth in the Option. The purchase price of the property, as
set forth in the Option, is defined as the fair market value of the property.
Such Option can be exercised by written notice by the lender at specified dates.
A purchase agreement was executed on May 8, 1994, for the sale of all of the
Moraine properties to an affiliate of the third party managing agent. The sale
closed on July 21, 1994. Moraine received a net amount of approximately
$2,199,000 in cash after satisfying all indebtedness. Moraine realized a
$140,553 gain on the transaction of which the Partnership's pro-rata share was
$70,277.
On October 30, 1995, the Partnership lost Burlington Outlet Mall located in
Burlington, NC, through a foreclosure by an unaffiliated mortgage holder. The
property was not generating sufficient cash flow to meet debt service
requirements. The non-payment of principal and interest constituted a default
under the terms of the mortgage agreement and allowed the holder of the mortgage
agreement to foreclose on the property. The Partnership deemed it to be in the
best interest of the Partnership not to contest the foreclosure action.
Item 7. Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors'
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' (Deficit) Capital - Years ended
December 31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Income Properties, Ltd. III
We have audited the accompanying balance sheet of Angeles Income Properties,
Ltd. III as of December 31, 1995, and the related statements of operations,
changes in partners' (deficit) capital and cash flows for each of the two years
in the period ended December 31, 1995. 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 financial position of Angeles Income Properties, Ltd.
III as of December 31, 1995, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 16, 1996
ANGELES INCOME PROPERTIES, LTD. III
BALANCE SHEET
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $ 1,887,586
Restricted--tenant security deposits 47,387
Accounts receivable, less allowance
of $18,494 42,880
Escrows for taxes 118,259
Other assets 146,802
Investment properties (Notes B and E):
Land $ 1,527,024
Buildings and related personal
property 12,465,367
13,992,391
Less accumulated depreciation (7,929,539) 6,062,852
$ 8,305,766
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 11,196
Tenant security deposits 47,387
Accrued taxes 44,206
Other liabilities 92,634
Mortgage note payable (Notes B and E) 3,447,327
Equity interest in net liabilities of
joint venture, net of advances of
$932,256 (Note F) 5,837,641
Partners' Deficit
General partners $ (386,205)
Limited partners (86,818
units issued and outstanding) (788,420) (1,174,625)
$ 8,305,766
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $ 1,511,937 $ 1,546,016
Other income 100,502 55,377
Total revenues 1,612,439 1,601,393
Expenses:
Operating 244,572 241,621
General and administrative 295,458 630,673
Property management fees (Note D) 70,973 67,520
Maintenance 180,622 169,487
Depreciation 644,513 641,793
Amortization 30,295 21,055
Interest 412,569 437,610
Property taxes 161,436 150,775
Bad debt (recovery) expense, net (10,275) 53,428
Tenant reimbursements (189,280) (208,597)
Total expenses 1,840,883 2,205,365
Loss before equity in income (loss) of joint ventures (228,444) (603,972)
Equity in income (loss) of joint ventures (Note F) 460,319 (1,337,836)
(Loss) gain on disposal of property (7,691) 503,972
Net income (loss) $ 224,184 $(1,437,836)
Net income (loss) allocated to general partners (1%) $ 2,242 $ (14,378)
Net income (loss) allocated to limited partners (99%) 221,942 (1,423,458)
$ 224,184 $(1,437,836)
Net income (loss) per limited partnership unit $ 2.56 $ (16.38)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. III
STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 86,920 $ 1,000 $43,460,000 $43,461,000
Partners' (deficit) capital at
December 31, 1993 86,920 $ (374,069) $ 413,096 $ 39,027
Abandonment of Limited
Partnership Units (Note H) (102) -- -- --
Net loss for the year
ended December 31, 1994 -- (14,378) (1,423,458) (1,437,836)
Partners' deficit at
December 31, 1994 86,818 (388,447) (1,010,362) (1,398,809)
Net income for the year ended
December 31, 1995 -- 2,242 221,942 224,184
Partners' deficit at
December 31, 1995 86,818 $ (386,205) $ (788,420) $(1,174,625)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. III
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 224,184 $(1,437,836)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities
Equity in income (loss) of joint ventures (460,319) 1,337,836
Depreciation 644,513 641,793
Amortization of loan costs
and leasing commissions 61,118 32,400
Bad debt (recovery) expense, net (10,275) 53,428
Loss (gain) on disposal of property 7,691 (503,972)
Change in accounts:
Restricted cash 3,063 182
Accounts receivable 12,103 (91,189)
Escrows for taxes (20,276) (69,038)
Other assets (46,154) 128,357
Accounts payable 975 (14,352)
Tenant security deposit liabilities (3,983) 708
Property taxes (13,468) 41,267
Other liabilities 34,758 (39,491)
Net cash provided by operating activities 433,930 80,093
Cash flows from investing activities:
Capital improvements (166,714) (91,482)
Proceeds from sale of asset -- 600,000
Advances to joint venture (482,256) (450,000)
Distributions from joint venture 965,731 500,000
Net cash provided by investing activities 316,761 558,518
Cash flows used in financing activities:
Payments on mortgage notes payable (48,884) (651,017)
Payment of deferred loan costs (34,824) --
Net cash used in financing activities (83,708) (651,017)
Net increase (decrease) in cash and 666,983 (12,406)
cash equivalents
Cash and cash equivalents at beginning of year 1,220,603 1,233,009
Cash and cash equivalents at end of year $ 1,887,586 $ 1,220,603
Supplemental disclosure of cash
flow information:
Cash paid for interest $ 381,745 $ 432,234
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
Angeles Income Properties, Ltd. III
Notes to Financial Statements
December 31, 1995
Note A - Organization and Significant Accounting Policies
Organization: Angeles Income Properties, Ltd. III ("Partnership") is a
California limited partnership organized in May 1983 to acquire and operate
residential and commercial real estate properties. The Partnership's Managing
General Partner is Angeles Realty Corporation II ("ARC II"), an affiliate of
Insignia Financial Group, Inc. As of December 31, 1995, the Partnership
operates one residential and one commercial property located in or near major
urban areas in the United States.
Joint Ventures: The Partnership accounts for its investment in joint ventures
using the equity method of accounting (see "Note F"). Under the equity method,
the Partnership records its equity interest in earnings or losses of the joint
venture. The investment in the joint venture will be recorded at an amount less
than zero (a liability) to the extent of the Partnership s share of net
liabilities of the joint venture.
Allocations and Distributions to Partners: In accordance with the Agreement,
any gain from the sale or other disposition of Partnership assets will be
allocated first to the Managing General Partner to the extent of the amount of
any Incentive Interest (as defined below) to which the Managing General Partner
is entitled. Any gain remaining after said allocation will be allocated to the
General Partners and Limited Partners in proportion to their interests in the
Partnership; provided that the gain shall first be allocated to Partners with
negative account balances, in proportion to such balances, in an amount equal to
the sum of such negative capital account balances. The Partnership will
allocate other profits and losses .5% to the Managing General Partner, .5% to
the Non-Managing General Partners, and 99% to the Limited Partners.
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.
Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows:
(i) First, to the Partners in proportion to their interest until the Limited
Partners have received proceeds equal to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until Limited Partners
have received distributions from all sources equal to their 6% Cumulative
Distribution, (iii) Third, to the Managing General Partner until it has received
its Brokerage Compensation; (iv) Fourth, to the Partners in proportion to their
interests until the Limited Partners have received distributions from all
sources equal to their additional 2% Cumulative Distribution; and (v)
Thereafter, 85% to the Partners in proportion to their interests and 15%
("Incentive Interest") to the Managing General Partner.
Note A - Organization and Significant Accounting Policies (continued)
Depreciation: Depreciation is computed utilizing the straight-line method over
the estimated lives of the investment properties and related personal property.
For Federal income tax purposes, depreciation is computed by using the straight-
line method over an estimated life of 5 to 20 years for personal property and 15
to 40 years for real property.
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
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 $148,267 are included in "Other assets" in the
accompanying balance sheet and are being amortized on a straight-line basis over
the life of the loan. At December 31, 1995, accumulated amortization is
$126,054.
Lease Commissions: Lease commissions are being amortized using the straight-line
method over the term of the respective leases.
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 (Note B).
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. Commercial building lease terms are generally for twelve months to 16
years. Several tenants have percentage rent clauses which provide for
additional rent upon the tenant achieving certain objectives. Percentage rent
recognized was $14,263 and $17,392 in 1995 and 1994, respectively.
Note A - Organization and Significant Accounting Policies (continued)
Tenant Security Deposits: The Partnership generally requires security deposits
from apartment leases for the duration of the lease. Deposits are refunded when
the tenant vacates the apartment space if there has been no damage to the unit.
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 1994
balances to conform to the 1995 presentation.
Note B - Mortgage Note Payable
The principal terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C>
Poplar Square
Shopping Center $ 35,886 (1) 6/1996 $3,425,969 $3,447,327
<FN>
(1) Fixed monthly payment of principal and interest of $41,965 through August
31, 1994. The monthly payment was adjusted to $35,886 effective September
1, 1994, as a result of the paydown of the mortgage from the proceeds of
the land sale (See further discussion below). Principal amortization is
dependent on an effective interest rate which is 2.5% over the Yield at
Constant Maturity of one year U.S. Treasury Securities with a ceiling of
16.5% and a floor of 11% (11% as of December 31, 1995). The loan matured
on June 9, 1995. A six month extension ending December 9, 1995, was
granted for a fee of $17,343. Another six month extension was granted
through June 1, 1996, for a fee of $17,481. These loan extension fees,
which total $34,824, are included in "Other Assets" on the balance sheet.
These fees are being amortized over the life of the extension.
</TABLE>
The mortgage note payable is secured by pledge of the Partnership s investment
property and by pledge of revenues from Poplar Square Shopping Center. The
Partnership's mortgage note payable matures June 1996. The Managing General
partner intends to refinance this debt.
The estimated fair value of the Partnership's debt approximates its carrying
amount.
On July 7, 1994, the Partnership sold a parcel of land at Poplar Square Shopping
Center. Total consideration was $600,000. Total selling costs were $2,095 and
the remaining proceeds of $597,905 were paid to the mortgage holder and applied
to the principal balance.
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 income (loss) as reported and Federal taxable income
(loss) result primarily from differences in methods of accounting for joint
ventures and depreciation over different methods and lives and on differing cost
bases of the properties. The following is a reconciliation of reported net loss
and Federal taxable loss:
1995 1994
Net income (loss) as reported $ 224,184 $(1,437,836)
Add (deduct):
Depreciation differences 29,700 (45,322)
Joint venture differences (2,540,972) (640,216)
Other 43,795 (18,469)
Federal taxable loss $(2,243,293) $(2,141,843)
Federal taxable loss per
limited partnership unit $ (25.58) $ (24.42)
The following is a reconciliation between the Partnership s reported amount and
Federal tax basis of net assets and liabilities:
Net deficiency as reported $(1,174,625)
Land and buildings 1,913,738
Accumulated depreciation (428,806)
Syndication and distribution costs 5,806,614
Investment in joint ventures 1,628,060
Other 5,667
Net assets - Federal tax basis $ 7,750,648
Note D - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
in 1995 and in 1994:
1995 1994
Property management fees $ 70,973 $ 67,520
Reimbursement for services of
affiliates 234,670 333,022
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which were later acquired by the
agent who placed the current year's master policy. The current agent assumed
the financial obligations to the affiliate of the Managing General Partner, who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Note E - Investment Properties and Accumulated Depreciation
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrance Land Property Acquisition
Poplar Square
Shopping Center $3,447,327 $ 956,559 $10,302,441 $(1,566,384)
Lake Forest Apts. -- 656,556 3,160,444 482,775
Totals $3,447,327 $1,613,115 $13,462,885 $(1,083,609)
Note E - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Poplar Square
Shopping Center $ 870,468 $ 8,822,148 $ 9,692,616 $ 5,797,235 05/15/85 5-20
Lake Forest
Apartments 656,556 3,643,219 4,299,775 2,132,304 06/27/84 5-40
Totals $1,527,024 $12,465,367 $13,992,391 $7,929,539
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 3 to 10 years.
Reconciliation of "Investment Properties and Accumulated Depreciation":
Year Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $13,858,640 $13,880,352
Property improvements and
replacements 166,714 91,482
Property, plant and equipment
disposed of (32,963) (113,194)
Balance at end of year $13,992,391 $13,858,640
Accumulated Depreciation
Balance at beginning of year $ 7,310,298 $ 6,685,670
Additions charged to expense 644,513 641,793
Write-off of accumulated
for property disposed of (25,272) (17,165)
Balance at end of year $ 7,929,539 $ 7,310,298
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994, is $15,906,129 and $15,750,720. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and 1994
is $8,358,345 and $7,743,531.
Note F - Investments in Joint Venture
The Partnership has a 33.3% investment in Northtown Mall Partners ("Northtown")
which is shown as "Equity interest in net liabilities of joint venture". The
Partnership had a 57% investment in Burlington Outlet Mall Joint Venture
("Burlington") and a 50% investment in Moraine West Carrollton Joint Venture
("Moraine"). The Partnership no longer has an investment in these joint
ventures due to the foreclosure of Burlington's investment property and the
dissolution of Moraine during 1995 as discussed below. The condensed balance
sheet information as of December 31, 1995 for Burlington and Northtown is as
follows:
Burlington Northtown
Cash $ 22,764 $ 88,139
Accounts receivable -- 1,390,342
Other assets -- 5,739,772
Investment properties, net $ -- 26,410,618
Total assets $ 22,764 $33,628,871
Notes payable $ -- 51,732,243
Other liabilities 12,706 539,063
Due to partners 10,058 1,822,852
Deficit -- (20,465,287)
Total liabilities and
Deficit $ 22,764 $33,628,871
The condensed statements of operations information for the joint ventures are as
follows:
Burlington Moraine Northtown
1995
Revenues $ 230,472 $ 12,445 $ 6,319,682
Costs and expenses (762,497) (625) (8,307,913)
(Loss) income before gain on
foreclosure and loss on
disposal of property (532,025) 11,820 (1,988,231)
Gain on foreclosure 2,606,903 -- --
Loss on disposition of property -- -- (140,544)
Net income (loss) $ 2,074,878 $ 11,820 $(2,128,775)
1994
Revenues $ 595,823 $ 989,221 $ 6,051,699
Costs and expenses (1,609,435) (989,260) (8,302,206)
Loss before loss on disposal of
property and gain on sale of
property (1,013,612) (39) (2,250,507)
Loss on disposition of property -- -- (169,716)
Gain on sale of property -- 140,553 --
Net (loss) income $(1,013,612) $ 140,514 $(2,420,223)
Note F -Investments in Joint Venture (continued)
The Partnership's equity in the income of the joint ventures was $460,319 for
the year ended December 31, 1995 and the Partnership's equity in the loss of the
joint ventures was $1,337,836 for the year ended December 31, 1994. This
increase in income can be primarily attributed to the gain recognized on the
foreclosure of Burlington.
Burlington:
On October 30, 1995, Burlington lost its investment property, the Burlington
Outlet Mall located in Burlington, NC, through foreclosure by an unaffiliated
mortgage holder. The property was not generating sufficient cash flow to meet
debt service requirements. The non-payment of principal and interest
constituted a default under terms of the mortgage agreement and allowed the
holder of the nonrecourse mortgage to foreclose on the property. Burlington
recognized a gain of $2,606,903 as a result of the foreclosure (of which the
Partnership's share was $1,485,935), and subsequently the General Partners
decided to terminate the joint venture. All remaining cash will be used to pay
the joint venture's liabilities in 1996, at which time Burlington will be
dissolved.
Moraine:
A purchase agreement was executed on May 8, 1994, for the sale of all the
Moraine West Carrollton properties to an affiliate of the third party managing
agent. The sale closed on July 21, 1994. Moraine received a net amount of
approximately $2,199,000 in proceeds after satisfying all indebtedness. Moraine
realized a $140,553 gain on the transaction of which the Partnership's share was
$70,277. Moraine made a final distribution of $1,931,461 in 1995, of which the
Partnership's share was $965,731, and the joint venture was then dissolved.
Northtown:
The net loss at Northtown decreased due to an increase in revenues. The
$140,544 loss on disposition of property at Northtown is the result of a roof
replacement at the investment property. This loss is due to the write-off of
the old roof which was not fully depreciated. On March 15, 1991, Northtown and
the holder of the Northtown Mall mortgage note payable entered into an Option
Agreement ("Option") whereby the lender has the right and an option to purchase
the Northtown Mall property on the terms and conditions as set forth in the
Option. The purchase price of the property, as set forth in the Option, is
defined as the fair market value of the property. Such Option can be exercised
by written notice by the lender at specified dates.
Note G - Operating Leases
Tenants of the commercial properties are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes. Tenants are
generally not required to pay a security deposit. Bad debt expense has been
within the Managing General Partner's expectations.
As of December 31, 1995, the Partnership had minimum future rentals under
noncancellable leases with tenants with terms ranging from twelve months to
sixteen years.
1996 $ 835,755
1997 723,614
1998 663,525
1999 636,005
2000 440,608
Thereafter 905,938
$4,205,445
Note H - Abandonment of Limited Partnership Units
In 1994, the number of Limited Partnership Units decreased by 102 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Units, 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 is still allocated his or her share of net
income or loss for that year. The income (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.
PART III
Item 8. Changes in and Disagreements with Accountant on Accounting and
Financial Disclosure
There were no disagreements with Ernst & Young LLP regarding the 1995 or 1994
audits of the Partnership's financial statements.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The name of the directors and executive officers of Angeles Realty Corporation
II ( ARC II ), the Partnership s Managing General Partner as of December 31,
1995, their ages and the nature of all positions with ARC II presently held by
them are as follows:
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines, Esq. 36 Vice President and
Secretary
Kelley M. Buechler 38 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. 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
a 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. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia Financial Group, Inc. ("Insignia") since January 1991. Mr. Jarrard
was employed by U.S. Shelter in a similar capacity for the five years prior to
his joining Insignia. He was previously associated with the accounting firm,
Ernst & Whinney, for eleven years. Mr. Jarrard is a graduate of the University
of South Carolina and is a certified public accountant.
John K. Lines, Esq. has been Insignia's General Counsel and Secretary since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach,
Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney with
BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr.
Lines was an attorney with Squire Sanders & Dempsey, 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. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. 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 Managing General
Partner and its 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, 1996, 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 provides that upon
a vote of the Limited Partners holding more than 50% of the then outstanding
Limited Partnership Units the General Partners may be expelled from the
Partnership upon 90 days written notice. In the event that successor general
partners have 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 Partners an amount equal to the accrued and unpaid
management fee described in Article 10 of the Agreement and to purchase the
General Partners 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 Partners capital account and (ii) the fair market value
of the share of Distributable Net Proceeds to which the General Partners 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 II.
During the year ended December 31, 1995, the transactions that occurred between
the Partnership and ARC II and affiliates of ARC II 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 required by Item 601 of Regulation S-B: Refer to Exhibit
Index.
(b) Reports on Form 8-K: A Form 8-K was filed on October 30, 1995
reporting the foreclosure of Burlington Outlet Mall by lender in the
Burlington Outlet Mall Joint Venture.
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 INCOME PROPERTIES, LTD. III
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 21, 1996
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 March 21, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 21, 1996
Robert D. Long, Jr. Accounting Officer
ANGELES INCOME PROPERTIES, LTD. III
Exhibit Index
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited
Partnership file in Form S-11 dated June 2, 1983, which is
incorporated herein by reference.
10.1 Agreement of Purchase and Sale of Real Property with
Exhibits - Lake Forest Apartments file in Form 8-K dated
June 28, 19984, which is incorporated herein by reference.
10.3 Agreement of Purchase and Sale of Real Property with
Exhibits - Poplar Square Shopping Center filed in Form 8-K
dated May 15, 1985, which is incorporated herein by
reference.
10.4 Agreement of Purchase and Sale of Real Property with
Exhibits - Northtown Mall filed in Form 8-K dated July 15,
1985, which is incorporated herein by reference.
10.5 General Partnership Agreement of Northtown Partners filed
in Form 10-K dated October 31, 1986, which is incorporated
herein by reference.
10.6 Agreement of Purchase and Sale of Real Property with
Exhibits - Burlington Mall Partners filed in Form 8-K dated
December 19, 1985, which is incorporated herein by
reference.
10.7 Agreement of Purchase and Sale of Real Property Exhibits -
Moraine-West Carrollton Partners file in Form 8-K dated
December 20, 1985, which is incorporated herein by
reference.
10.9 Promissory Note - Burlington Outlet Mall filed in Form 10-K
dated December 31, 1989, which is incorporated herein by
reference.
10.10 Agreement of Purchase and Sale of Real Property - Lake
Highlander Mobile Home Park filed in Form 8-k dated January
10, 1991, which is incorporated herein by reference.
Exhibit Number Description of Exhibit
10.11 Promissory Note - Northtown Mall filed Form 10-K dated
December 31, 1990, which is incorporated herein by
reference.
10.12 Stock Purchase Agreement dated November 24, 1992 showing
the purchase of 100% of the outstanding stock of Angeles
Realty Corporation II 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.
10.13 Agreement of Purchase and Sale of Real Property - Moraine
West Carrollton Partners filed in Form 8-K dated July 21,
1994, which was incorporated herein by reference.
10.14 Foreclosure of Burlington Outlet Mall by lender in the
Burlington Outlet Mall Joint Venture
16.1 Letter from 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 September 1, 1993.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. III 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000720460
<NAME> ANGELES INCOME PROPERTIES LTD III
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,887,586
<SECURITIES> 0
<RECEIVABLES> 61,374
<ALLOWANCES> 18,494
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 13,992,391
<DEPRECIATION> 7,929,539
<TOTAL-ASSETS> 8,305,766
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 3,447,327
0
0
<COMMON> 0
<OTHER-SE> (1,174,625)
<TOTAL-LIABILITY-AND-EQUITY> 8,305,766
<SALES> 0
<TOTAL-REVENUES> 1,612,439
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,840,883
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 412,569
<INCOME-PRETAX> 224,184
<INCOME-TAX> 0
<INCOME-CONTINUING> 224,184
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 224,184
<EPS-PRIMARY> 2.56
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
