FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]
For the fiscal year ended December 31, 1998
[ ] 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
(Name of small business issuer in its charter)
California 95-3903984
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
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. $1,899,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. No market exists for
the limited partnership interests of the Registrant, and therefore, no aggregate
market value can be determined.
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 on May 26, 1983, as amended (hereinafter referred to as "the
Agreement"). The Partnership's managing general partner is Angeles Realty
Corporation II ("ARC II" or the "Managing General Partner"), an affiliate of
Apartment Investment and Management Company ("AIMCO") and a wholly-owned
subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998, MAE
GP was merged into Insignia Properties Trust ("IPT"), which was an affiliate of
Insignia Financial Group, Inc. ("Insignia"). Effective February 26, 1999, IPT
was merged into AIMCO. Thus the Managing General Partner is now a wholly-owned
subsidiary of AIMCO. The Elliott Accommodation Trust and the Elliott Family
Partnership, Ltd., California limited partnerships, were the Non-Managing
General Partners. Effective December 31, 1997 the Elliott Family Partnership,
Ltd., acquired the Elliott Accommodation Trust's general partner interest in the
Registrant. The Managing General Partner and the Non-Managing General Partner
are herein collectively referred to as the "General Partners". The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2038,
unless terminated prior to such date.
The Registrant is engaged in the business of operating and holding real
properties for investment. In 1984 and 1985, during its acquisition phase, the
Registrant acquired one existing apartment property, a mobile home park, a
shopping center and invested in three joint ventures which, in turn, owned two
shopping centers and one industrial/distribution complex. The Registrant
continues to own and operate the apartment property and shopping center (See
"Item 2, Description of Properties").
Commencing March 7, 1984, the Registrant offered, pursuant to a Registration
Statement filed with the Securities and Exchange Commission, up to 160,000 units
of Limited Partnership Interest (the "Units"), at a purchase price of $500 per
Unit with a minimum purchase of 10 Units ($5,000), or 4 Units ($2,000) for an
Individual Retirement Account.
The offering terminated March 6, 1985. Upon termination of the offering, the
Registrant 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. Since its initial offering, the Registrant has not received, nor
are limited partners required to make, additional capital contributions.
A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.
The Registrant has no employees. Management and administrative services are
provided by the Managing General Partner and by agents retained by the Managing
General Partner. Property management services are performed at the
Partnership's properties by an affiliate of the Managing General Partner.
However, since October 1, 1998, such property management services at the
Registrant's commercial property has been provided by an unrelated party (see
"Transfer of Control" below).
The business in which the Partnership is engaged is highly competitive. There
are other residential and commercial properties within the market area of the
Registrant's properties. The number and quality of competitive properties,
including those which may be managed by an affiliate of the Managing General
Partner in such market area, could have a material effect on the rental market
for apartments and commercial space at the Registrant's properties and the rents
that may be charged for such space. While the Managing General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for the apartments is local. In addition, various limited
partnerships have been formed by the General Partners and/or their affiliates to
engage in business which may be competitive with the Registrant.
Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential (and
commercial) properties because such properties are susceptible to the impact of
economic and other conditions outside of the control of the Partnership.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
Managing General Partner. The Managing General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Registrant's investments in properties:
Property Purchase Type of Ownership Use
Poplar Square Shopping 05/15/85 Fee ownership - subject Commercial
Center to a first mortgage (1) 118,474 sq.ft.
Medford, Oregon
Lake Forest Apartments 06/27/84 Fee ownership Residential Rental
Brandon, Mississippi 136 units
(1) Property is held by a Limited Partnership in which the Registrant owns a
99.99% interest.
The Partnership had a 33.3% investment in Northtown Mall Partners ("Northtown").
On May 12, 1997, Northtown sold its only investment property, Northtown Mall, to
an affiliate of the lender (See "Note G" of the financial statements included in
"Item 7").
SCHEDULE OF PROPERTIES:
Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Poplar Square
Shopping Center $ 9,770 $ 7,082 5-20 yrs S/L $4,418
Lake Forest
Apartments 4,796 2,858 5-40 yrs S/L 1,804
Total $ 14,566 $ 9,940 $6,222
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF PROPERTY INDEBTEDNESS:
The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (1)
(in thousands) (in thousands)
Poplar Square
Shopping Center
First mortgage $ 3,710 9.2% 25 yrs. 11/01/06 $ 3,167
(1) See "Item 7. Financial Statements - Note C" for information with respect to
the Registrant's ability to prepay these loans and other specific loan
information.
RENTAL RATES AND OCCUPANCY:
Average annual rental rates and occupancy for 1998 and 1997 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1998 1997 1998 1997
Poplar Square Shopping Center $7.04/sq.ft $6.76/sq.ft 95% 93%
Lake Forest Apartments $6,642/unit $6,399/unit 94% 93%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. Both 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 its properties are
adequately insured. The apartment complex leases its units for lease terms of
one year or less. No residential tenant leases 10% or more of the available
rental space. Both of the properties are in good physical condition subject to
normal depreciation and deterioration as is typical for assets of this type and
age. See "Capital Improvements" below for information relating to budgeted
capital improvements at these properties.
Poplar Square's leases have original terms varying from 3-10 years and expire on
various dates through 2003. The following is a schedule of the lease
expirations for the years 1999-2003:
Poplar Square Number of % of Gross
Shopping Center Expirations Square Feet Annual Rent Annual Rent
1999 5 16,805 $139,826 16.49%
2000 5 35,545 227,380 26.81%
2001 2 29,475 219,083 25.83%
2002 5 28,769 211,679 24.96%
2003 2 3,910 50,184 5.92%
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
Fitness Gym 14,892 6.08 02/28/02
Craft Retailer 12,015 6.99 12/31/00
See "Item 7, Financial Statements - Note H" for information with respect to the
operating leases.
REAL ESTATE TAXES AND RATES:
Real estate taxes and effective rates in 1998 for each property were:
1998 1998
Billing Rate
(in thousands)
Poplar Square Shopping Center (1) $107 1.44%
Lake Forest Apartments 36 1.54%
(1) The fiscal property tax year for this property, which ends in June, is
different than the Partnership's fiscal year, therefore, the Registrant's
actual tax expense for its fiscal year ended December 31, 1998 is partially
based on 1997 calendar year tax rates which were slightly different from
1998 rates.
CAPITAL IMPROVEMENTS:
Poplar Square Shopping Center
In 1998, the Partnership spent $21,000 on capital improvements at Poplar Square
Shopping Center, primarily consisting of tenant improvements and a small roof
replacement project. These improvements were funded from cash flow. Based on a
report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the Managing General Partner on
interior improvements, it is estimated that the property requires approximately
$479,000 of capital improvements over the near-term. The Partnership has
budgeted capital improvements of approximately $11,000 for 1999 at this property
which consists of, but is not limited to, tenant improvements and exterior
lighting upgrades.
Lake Forest Apartments
Also, the Partnership spent $55,000 on capital improvements at Lake Forest
Apartments, primarily consisting of carpet and flooring replacement, purchases
of washers and dryers and repairs to the HVAC condensing units. These
improvements were funded from cash flow. Based on a report received from an
independent third party consultant analyzing necessary exterior improvements and
estimates made by the Managing General Partner on interior improvements, it is
estimated that the property requires approximately $147,000 of capital
improvements over the near-term. The Partnership has budgeted capital
improvements of approximately $149,000 for 1999 at this property which consists
of, but is not limited to, carpet improvements and roof replacements.
The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.
ITEM 3. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Managing General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Managing
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
Managing General Partner does not anticipate that costs associated with this
case, if any, to be material to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled March 3, 1999. The Partnership
is responsible for a portion of the settlement costs. The expense will not have
a material effect on the Partnership's net income.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 1998, the security holders of the
Registrant did not vote on any matter.
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 86,738 Limited Partnership Units outstanding and 2,881 Limited
Partners of record. Affiliates of the Managing General Partner owned 15,931
units or 18.367% of the outstanding partnership units at December 31, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future. During 1998, the number of
Limited Partnership Units decreased by 40 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.
A cash distribution for approximately $247,000 was paid during the year ended
December 31, 1998, of which $2,000 $(0.02 per limited partnership unit) was paid
from operations for the year ended December 31, 1998 and $245,000 was paid in
relation to a distribution payable as of December 31, 1997. During the year
ended December 31, 1997, the Partnership declared distributions totaling
$1,600,000 ($18.25 per limited partnership unit) from the sale of Northtown
Mall, of which approximately $1,355,000 was paid in the year ended December 31,
1997 and the remaining $245,000 was paid in the year ended December 31, 1998.
Future cash distributions will depend on the levels of net cash from operations,
refinancings, property sales, and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit distributions to its partners in 1999 or
subsequent periods.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Registrant's net loss for the year ended December 31, 1998 was approximately
$16,000 as compared to net income of approximately $6,738,000 for the year ended
December 31, 1997 (See "Note D" of the financial statements for a reconciliation
of these amounts to the Registrant's federal taxable income). The decrease in
net income was due to the fact that during the year ended December 31, 1998 as
opposed to 1997, the Partnership did not have equity in income nor extraordinary
gain on debt extinguishment of the joint venture, resulting from the gains
realized on the sale of Northtown Mall in the second quarter of 1997 (see "Note
G" of the financial statements included in "Item 7"). The Registrant realized a
net loss of $238,000 for the year ended December 31, 1997 before accounting for
its equity in the income and extraordinary gain on debt extinguishment of the
joint venture. Income (loss) before equity in income and extraordinary gain on
debt extinguishment of joint venture increased for the year ended December 31,
1998 primarily as a result of an increase in total revenue as well as a decrease
in total expenses.
Revenues increased due to an increase in rental income, which was partially
offset by a decrease in other income. The increase in rental income is
primarily attributable to a combined increase in occupancy and average rental
rates at the investment properties. Other income decreased primarily as a result
of a decrease in interest income due to lower cash balances.
Total expenses decreased primarily due to reductions in operating and general
and administrative expenses. Operating expense decreased partially due to the
conversion of ten administrative units into tenant income producing apartments
at Lake Forest Apartments. The complex had ten administrative units for which no
revenue was received during 1997 and is currently renting them to tenants in
1998. Also, during 1997 the Partnership completed a painting project as well as
various exterior building improvements in an effort to improve the curb appeal
at the property. General and administrative expense decreased during the year
ended December 31, 1998, due to a decrease in expense reimbursements paid to an
affiliate of the Managing General Partner as a result of the sale of Northtown
Mall in 1997. Included in general and administrative expenses at both December
31, 1998 and 1997 are reimbursements to the Managing General Partner allowed
under the Partnership Agreement associated with its management of the
Partnership. Costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.
On May 12, 1997, the Joint Venture in which the Partnership owned a 33.3%
interest sold Northtown Mall, its only investment property, to an affiliate of
the lender. The economic closing of the sale of Northtown Mall was as of April
1, 1997, at which time the joint venture was released from the mortgage note of
approximately $51,326,000. For the year ended December 31, 1997, the
Partnership realized equity in income of the joint venture of approximately
$4,517,000 and equity in extraordinary gain on debt extinguishment of
approximately $2,459,000.
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
At December 31, 1998, the Registrant had cash and cash equivalents of
approximately $1,347,000 compared to approximately $1,081,000 at December 31,
1997. The increase in cash and cash equivalents is due to $660,000 of cash
provided by operating activities, which was partially offset by $102,000 of cash
used in investing activities and $292,000 of cash used in financing activities.
Cash used in investing activities consisted of capital improvements and net
deposits to escrow accounts maintained by the mortgage lender. Cash used in
financing activities consisted of payments of principal made on the mortgage
encumbering Poplar Square Shopping Center and distributions paid to the
Registrant's partners. The Registrant invests its working capital reserves in a
money market account.
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 and to comply with federal,
state and local legal and regulatory requirements. The Partnership has budgeted
approximately $160,000 in capital improvements for all of the Partnership's
properties in 1999. The capital expenditures will be incurred only if cash is
available from operations or from partnership reserves. Capital improvements
planned for Poplar Square consist of, but is not limited to, tenant improvements
and exterior lighting upgrades. Capital improvements planned for Lake Forest
Apartments consist of, but is not limited to, carpet improvements and roof
replacements. To the extent that such budgeted capital improvements are
completed, the Registrant's distributable cash flow, if any, may be adversely
affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $3,710,000 encumbering Poplar Square Shopping
Center is being amortized over 25 years with a balloon payment of $3,167,000 due
November 2006. The Managing General Partner may attempt to refinance such
indebtedness or sell the property prior to such maturity date. If the property
cannot be refinanced or sold for a sufficient amount, the Partnership will risk
losing such property through foreclosure.
A cash distribution for approximately $247,000 was paid during the year ended
December 31, 1998, of which $2,000 ($0.02 per limited partnership unit) was paid
from operations for the year ended December 31, 1998 and $245,000 was paid in
relation to a distribution payable as of December 31, 1997. During the year
ended December 31, 1997, the General Partner declared distributions totaling
$1,600,000 ($18.25 per limited partnership unit) from the sale of Northtown Mall
of which approximately $1,355,000 was paid in the year ended December 31, 1997
and the remaining $245,000 was paid in the year ended December 31, 1998. Future
cash distributions will depend on the levels of net cash from operations,
refinancings, property sales and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit distributions to its partners in 1999 or
subsequent periods.
Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
Managing General Partner. The Managing General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each is
detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.
Computer software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
ITEM 7. FINANCIAL STATEMENTS
ANGELES INCOME PROPERTIES, LTD. III
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young, LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1998
Consolidated Statements of Operations - Years ended December 31, 1998 and 1997
Consolidated Statements of Changes in Partners' (Deficit) Capital - Years
ended December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Income Properties, Ltd. III
We have audited the accompanying consolidated balance sheet of Angeles Income
Properties, Ltd. III as of December 31, 1998, and the related consolidated
statements of operations, changes in partners' (deficit) capital and cash flows
for each of the two years in the period ended December 31, 1998. 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 Income
Properties, Ltd. III at December 31, 1998, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
March 3, 1999
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1998
Assets
Cash and cash equivalents $ 1,347
Receivables and deposits (net of allowance for
doubtful accounts of $6) 240
Other assets 282
Restricted escrows 260
Investment properties (Notes C and F):
Land $ 1,527
Buildings and related personal
property 13,039
14,566
Less accumulated depreciation (9,940) 4,626
$ 6,755
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 21
Tenant security deposit liabilities 48
Other liabilities 106
Mortgage note payable (Notes C and F) 3,710
Partners' (Deficit) Capital
General partners $ (347)
Limited partners (86,738 units issued
and outstanding) 3,217 2,870
$ 6,755
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 1,830 $ 1,777
Other income 69 86
Total revenues 1,899 1,863
Expenses:
Operating 522 712
General and administrative 198 213
Depreciation 685 671
Interest 359 363
Property taxes 151 142
Total expenses 1,915 2,101
Loss before equity in income and extraordinary gain
on debt extinguishment of joint venture (16) (238)
Equity in income of joint venture (Note G) -- 4,517
(Loss) income before equity in extraordinary gain on
debt extinguishment of joint venture (16) 4,279
Equity in extraordinary gain on debt
extinguishment (Note G) -- 2,459
Net (loss) income $ (16) $ 6,738
Net (loss) income allocated to general partners (1%) $ -- $ 67
Net (loss) income allocated to limited partners (99%) (16) 6,671
Net (loss) income $ (16) $ 6,738
Net (loss) income per limited partnership unit $ (.18) $ 76.87
Distributions per limited partnership unit $ .02 $ 18.25
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 86,920 $ 1 $ 43,460 $ 43,461
Partners' deficit at
December 31, 1996 86,778 (398) (1,852) (2,250)
Net income for the year ended
December 31, 1997 -- 67 6,671 6,738
Distributions to partners -- (16) (1,584) (1,600)
Partners' (deficit) capital at
December 31, 1997 86,778 (347) 3,235 2,888
Net loss for the year ended
December 31, 1998 -- -- (16) (16)
Distributions to partners -- -- (2) (2)
Abandonment of partnership
units (Note I) (40) -- -- --
Partners' (deficit) capital at
December 31, 1998 86,738 $ (347) $ 3,217 $ 2,870
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (16) $ 6,738
Adjustments to reconcile net income
to net cash provided by operating activities
Equity in income of joint venture -- (4,517)
Equity in extraordinary gain on debt extinguishment
of joint venture -- (2,459)
Depreciation 685 671
Amortization of loan costs and leasing commissions 37 40
Change in accounts:
Receivables and deposits (51) 19
Other assets -- (56)
Accounts payable (2) (4)
Accrued property taxes (38) (3)
Other liabilities 45 (34)
Net cash provided by operating activities 660 395
Cash flows from investing activities:
Property improvements and replacements (76) (328)
Collection on advances from joint venture -- 1,067
Net deposits to restricted escrows (26) (27)
Net cash (used in) provided by investing activities (102) 712
Cash flows from financing activities:
Payments on mortgage note payable (45) (42)
Distribution to partners (247) (1,355)
Net cash used in financing activities (292) (1,397)
Net increase (decrease) in cash and cash equivalents 266 (290)
Cash and cash equivalents at beginning of year 1,081 1,371
Cash and cash equivalents at end of year $ 1,347 $ 1,081
Supplemental disclosure of cash flow information:
Cash paid for interest $ 344 $ 348
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Income Properties, Ltd. III (the "Partnership" or
"Registrant") 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" or the "Managing General Partner"), an affiliate of Apartment Investment and
Management Company ("AIMCO") and a wholly-owned subsidiary of MAE GP Corporation
("MAE GP"). Effective February 25, 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), which was an affiliate of Insignia Financial Group,
Inc. ("Insignia"). Effective February 26, 1999, IPT was merged into AIMCO. See
"Note B - Transfer of Control". Thus the Managing General Partner is now a
wholly-owned subsidiary of AIMCO. The Elliott Accommodation Trust and the
Elliott Family Partnership, Ltd., California limited partnerships, were the Non-
Managing General Partners. Effective December 31, 1997 the Elliott Family
Partnership, Ltd., acquired the Elliott Accommodation Trust's general partner
interest in the Registrant. The Managing General Partner and the Non-Managing
General Partner are herein collectively referred to as the "General Partners".
The Partnership Agreement provides that the Partnership is to terminate on
December 31, 2038, unless terminated prior to such date. As of December 31,
1998, the Partnership operates one residential and one commercial property
located in or near major urban areas in the United States.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in Poplar Square AIP
III, L.P. and Poplar Square GP LP. The Partnership may remove the General
Partner of both Poplar Square AIP III, L.P. and Poplar Square GP LP; therefore,
the partnerships are controlled and consolidated by the Partnership. All
significant interpartnership balances have been eliminated.
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.
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 0.5% to the Managing General Partner, 0.5% 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.
Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107, "Disclosures about Fair Value of Financial Instruments", as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value
is defined in the SFAS as the amount at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying value.
Cash and Cash Equivalents: Cash and cash equivalents includes cash on hand and
in banks, money market accounts, and certificates of deposit with original
maturities of less than 90 days. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.
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.
Investment Properties: Investment properties consist of one apartment complex
and a shopping complex both of which are stated at cost. Acquisition fees are
capitalized as a cost of real estate. In accordance with Financial Accounting
Standards Board Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," the Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were necessary
for the years ended December 31, 1998 or 1997.
Loan Costs: Loan costs of approximately $157,000 are included in other assets
in the accompanying balance sheet and are being amortized on a straight-line
basis over the life of the loan. At December 31, 1998, accumulated amortization
is approximately $35,000.
Lease Commissions: Lease commissions are included in other assets and are being
amortized using the straight-line method over the term of the respective leases.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. Commercial building lease terms are generally for terms of 3 to 10
years. Several tenants have percentage rent clauses which provide for additional
rent upon the tenant achieving certain objectives. Percentage rent recognized
was approximately $1,000 and $3,000 in 1998 and 1997, respectively.
Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, Disclosure about Segments of an
Enterprise and Related Information ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers (see "Note J" for detailed
disclosure of the Partnership's segments).
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $28,000
and $16,000 for the years ended December 31, 1998 and 1997, respectively.
Reclassifications: Certain reclassifications have been made to the 1997
balances to conform to the 1998 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
Managing General Partner. The Managing General Partner does not believe that
this transaction will have a material effect on the affairs and operations of
the Partnership.
NOTE C - MORTGAGE NOTE PAYABLE
The principal terms of the mortgage note payable are as follows:
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1998
(in thousands) (in thousands)
Poplar Square
Shopping Center
First mortgage $ 32 9.2% 11/01/06 $ 3,167 $ 3,710
Scheduled principal payments of the mortgage note payable subsequent to December
31, 1998, are as follows (in thousands):
1999 $ 50
2000 54
2001 60
2002 65
2003 72
Thereafter 3,409
$ 3,710
The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's investment property and by pledge of revenues from the investment
property. The note could not be repaid prior to November 1, 2006, therefore,
prepayment penalties are required if repaid prior to maturity. Further, the
property may not be sold subject to existing indebtedness.
NOTE D - INCOME TAXES
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, 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.
The following is a reconciliation of reported net income and Federal taxable
income (in thousands, except for unit data):
1998 1997
Net income as reported $ (16) $ 6,738
Add (deduct):
Depreciation differences 46 36
Joint venture differences -- (1,243)
Other 36 28
Federal taxable income $ 66 $ 5,559
Federal taxable income
per limited partnership unit $ .75 $ 60.86
The following is a reconciliation between the Partnership's reported amount and
Federal tax basis of net assets and liabilities (in thousands):
Net assets as reported $ 2,870
Land and buildings 1,912
Accumulated depreciation (316)
Syndication and distribution costs 5,807
Other 602
Net assets - Federal tax basis $10,875
NOTE E - 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 (i) for certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in $ 65 $ 70
operating expenses)
Partnership management fee (included in
general and administrative expense) * 27 --
Reimbursement for services of affiliates (included
in general and administrative expenses, investment
properties, and other assets) 92 197
* The Partnership Agreement provides for a fee equal to 10% of "net cash flow
from operations", as defined in the Partnership Agreement to be paid to the
Managing General Partner for executive and administrative management
services.
Included in "Reimbursement for Services of Affiliates" for the years ended
December 31, 1998 and 1997, is approximately $4,000 and $35,000, respectively,
in leasing commissions paid to an affiliate of the Managing General Partner. In
addition, during the year ended December 31, 1997, the Partnership paid
approximately $27,000 in construction oversight reimbursements.
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of the gross receipts from all of
the Registrant's residential properties as compensation for providing property
management services. The Registrant paid to such affiliates $43,000 and $41,000
for the years ended December 31, 1998 and 1997, respectively.
For the nine months ended September 30, 1998 and the year ended December 31,
1997, affiliates of the Managing General Partner were entitled to receive
varying percentages of gross receipts from all of the Registrant's commercial
properties for providing property management services. The Registrant paid to
such affiliates $22,000 and $29,000 for the nine months ended September 30, 1998
and for the year ended December 31, 1997, respectively. Effective October 1,
1998 (the effective date of the Insignia Merger), these services for the
commercial properties were performed by a unrelated party.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $92,000 and
$197,000 for the years ended December 31, 1998 and 1997, respectively.
On August 12, 1998, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 30,000 of the outstanding
units of limited partnership interest in the Partnership at $75 per Unit, net to
the seller in cash. The Purchaser acquired 11,470 units related to this tender
offer. As a result of this purchase, AIMCO currently owns, through its
affiliates, a total of 15,931 limited partnership units or 18.367% of the
outstanding partnership units as of December 31, 1998. Consequently, AIMCO
could be in a position to significantly influence all voting decisions with
respect to the Registrant. Under the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired in a manner favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.
For the period January 1, 1997, to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Managing
General Partner with an insurer unaffiliated with the Managing General Partner.
An affiliate of the Managing General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Managing General Partner which
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 was not
significant.
NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost
Investment Properties To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrance Land Property Acquisition
(in thousands)
Poplar Square
Shopping Center $ 3,710 $ 957 $ 10,302 $ (1,489)
Lake Forest Apts. -- 657 3,160 979
Totals $ 3,710 $ 1,614 $ 13,462 $ (510)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1998
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Poplar Square
Shopping Center $ 870 $ 8,900 $ 9,770 $ 7,082 05/15/85 5-20
Lake Forest
Apartments 657 4,139 4,796 2,858 06/27/84 5-40
Totals $ 1,527 $ 13,039 $ 14,566 $ 9,940
</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 "Real Estate and Accumulated Depreciation":
Years Ended December 31,
1998 1997
(in thousands)
Investment Properties
Balance at beginning of year $ 14,490 $ 14,162
Property improvements and
replacements 76 328
Balance at end of year $ 14,566 $ 14,490
Accumulated Depreciation
Balance at beginning of year $ 9,255 $ 8,584
Additions charged to expense 685 671
Balance at end of year $ 9,940 $ 9,255
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997, is $16,478,000 and $16,402,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1998 and
1997, is $10,256,000 and $9,617,000.
NOTE G - INVESTMENT IN JOINT VENTURE
The Partnership had a 33.3% investment in Northtown Mall Partners ("Joint
Venture"). On May 12, 1997, the Joint Venture sold its only investment
property, Northtown Mall, to an affiliate of the lender. The sale resulted in
net proceeds of approximately $1,200,000, after payment of closing costs, and
the gain on the sale amounted to approximately $16,243,000. The Partnership's
pro-rata share of this gain is included in "Equity in income of joint venture"
in the accompanying statement of operations. As a result of the sale, mortgage
debt in the amount of approximately $8,711,000 was forgiven and unamortized loan
costs in the amount of approximately $1,327,000 were written off. This resulted
in an extraordinary gain on extinguishment of debt of approximately $7,384,000.
The Partnership's pro-rata share of this gain is included in "Equity in
extraordinary gain on debt extinguishment" in the accompanying statement of
operations. The economic closing of the sale of Northtown Mall is as of April
1, 1997, at which time the Partnership was released from the mortgage note of
approximately $51,326,000. Northtown was liquidated in December 1997.
The condensed profit and loss statement for the year ended December 31, 1997 for
the Joint Venture is as follows:
Year Ended
December 31,
1997
(in thousands)
Revenues $ 2,738
Costs and expenses (3,529)
Loss before gain on sale of investment
property and extraordinary gain on
extinguishment of debt (791)
Gain on sale of investment property 16,243
Extraordinary gain on extinguishment
of debt 7,384
Net income $ 22,836
The Partnership realized equity income from Northtown of approximately
$4,517,000 and equity in extraordinary gain on debt extinguishment of
approximately $2,459,000 for the year ended December 31, 1997.
NOTE H - OPERATING LEASES
Tenants of the commercial property 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 may be
required to pay a security deposit. Bad debt expense has been within the
Managing General Partner's expectations.
As of December 31, 1998, the Partnership had minimum future rentals under
noncancellable leases with tenants with initial or remaining terms in excess of
one year as follows (in thousands):
1999 $ 807
2000 602
2001 343
2002 150
2003 13
$ 1,915
NOTE I - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1998, the number of Limited Partnership Units decreased by 40 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 or loss per Limited Partnership Unit
in the accompanying Statements of Operations is calculated based on the number
of units outstanding at the beginning of the year.
NOTE J - SEGMENT REPORTING
As defined by SFAS No. 131," Disclosures about Segments of an Enterprise and
Related Information", the Partnership has two reportable segments: residential
properties and commercial properties. The Partnership's residential property
segment consists of one apartment complex located in Brandon, Mississippi. The
Partnership rents apartment units to people for terms that are typically less
than twelve months. The commercial property segment consists of a retail
shopping center located in Medford, Oregon. This property leases space to
clothing, fabric and crafts retailers, a fitness center and various other
specialty retail outlets.
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segments are the same as those described in the
summary of significant accounting policies.
The Partnership's reportable segments are investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the years 1998 and 1997 is shown in the tables below.
The "Other" column includes partnership administration related items and income
and expense not allocated to reportable segments.
1998 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $ 812 $ 1,018 $ -- $ 1,830
Other income 27 2 40 69
Interest expense -- 359 -- 359
Depreciation 261 424 -- 685
General and administrative
expense -- -- 171 171
Segment profit (loss) 199 (57) (158) (16)
Total assets 2,057 3,582 1,116 6,755
Capital expenditures for
investment properties 55 21 -- 76
1997 RESIDENTIAL COMMERCIAL OTHER TOTALS
Rental income $ 775 $ 1,002 $ -- $ 1,777
Other income 20 4 62 86
Interest expense -- 363 -- 363
Depreciation 246 425 -- 671
General and administrative
expense -- -- 213 213
Gain on extraordinary item -- -- 2,459 2,459
Equity in income of JV -- -- 4,517 4,517
Segment profit (loss) (3) (84) 6,825 6,738
Total assets 2,223 3,836 999 7,058
Capital expenditures for
investment properties 276 52 -- 328
NOTE K _ LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates as well as a recently
announced agreement between Insignia and Apartment Investment and Management
Company. The complaint seeks monetary damages and equitable relief, including
judicial dissolution of the Partnership. On June 25, 1998, the Managing General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint. The Managing
General Partner has filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
Managing General Partner does not anticipate that costs associated with this
case, if any, to be material to the Partnership's overall operations.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC. V.
INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). This case was settled March 3, 1999. The Partnership
is responsible for a portion of the settlement costs. The expense will not have
a material effect on the Partnership's net income.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Angeles Income Properties, Ltd. III (the "Partnership" or "Registrant") has no
officers or directors. The Managing General Partner is Angeles Realty
Corporation II ("ARC II" or "Managing General Partner"), which was a wholly-
owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998,
MAE GP was merged into Insignia Properties Trust ("IPT"). Effective February
26, 1999, IPT was merged into Apartment Investment and Management Company
("AIMCO"). Thus, the Managing General Partner is now a wholly-owned subsidiary
of AIMCO.
The names of the director and executive officers of ARC II, their ages and the
nature of all positions with ARC II presently held are as follows:
Name Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President - Accounting
Patrick J. Foye has been Executive Vice President and Director of the Managing
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.
Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the Managing General Partner since October
1, 1998. Prior to that date, Mr. Garrick served as Vice President-Accounting
Services of Insignia Financial Group since June of 1997. From 1992 until June
of 1997, Mr. Garrick served as Vice President of Partnership Accounting and from
1990 to 1992 as an Asset Manager for Insignia Financial Group. From 1984 to
1990, Mr. Garrick served in various capacities with U.S. Shelter Corporation.
From 1979 to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.
Mr. Garrick received his B.S. Degree from the University of South Carolina and
is a Certified Public Accountant.
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,
certain fees and other payments have been made to the Partnership's Managing
General Partner and its affiliates, as described in "Item 12. Certain
Relationships and Related Transactions" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of December 31, 1998.
Entity Number of Units Percentage
Insignia Properties LP
(an affiliate of AIMCO) 5 0.006%
AIMCO Properties LP 4,456 5.137%
Cooper River Properties LLC
(an affiliate of AIMCO) 11,470 13.224%
Cooper River Properties LLC, Insignia Properties LP and AIMCO Properties L.P.
are indirectly ultimately owned by AIMCO. Their business address is 55 Beattie
Place, Greenville, South Carolina 29602.
On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the Managing General Partner. AIMCO and its
affiliates currently own 18.367% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.
A Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
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. The General Partners received $16,000 as their share of the
distributions made during the year ended December 31, 1997. For a description of
the share of cash distributions from operations, if any, to which the general
partners are entitled, reference is made to "Item 7, Financial Statements - Note
A - Allocation of Cash Distributions and Allocation of Profits, Gains and
Losses."
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 (i) for certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
during the years ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in $ 65 $ 70
operating expenses)
Partnership management fee (included in
general and administrative expense) * 27 --
Reimbursement for services of affiliates (included
in general and administrative expenses, investment
properties, and other assets) 92 197
* The Partnership Agreement provides for a fee equal to 10% of "net cash flow
from operations", as defined in the Partnership Agreement to be paid to the
Managing General Partner for executive and administrative management
services.
Included in "Reimbursement for Services of Affiliates" for the years ended
December 31, 1998 and 1997, is approximately $4,000 and $35,000, respectively,
in leasing commissions paid to an affiliate of the Managing General Partner. In
addition, during the year ended December 31, 1997, the Partnership paid
approximately $27,000 in construction oversight reimbursements.
During the years ended December 31, 1998 and 1997, affiliates of the Managing
General Partner were entitled to receive 5% of the gross receipts from all of
the Registrant's residential properties as compensation for providing property
management services. The Registrant paid to such affiliates $43,000 and $41,000
for the years ended December 31, 1998 and 1997, respectively. For the nine
months ended September 30, 1998 and the year ended December 31, 1997, affiliates
of the Managing General Partner were entitled to receive varying percentages of
gross receipts from all of the Registrant's commercial properties for providing
property management services. The Registrant paid to such affiliates $22,000
and $29,000 for the nine months ended September 30, 1998 and for the year ended
December 31, 1997, respectively. Effective October 1, 1998 (the effective date
of the Insignia Merger), these services for the commercial properties were
performed by a unrelated party.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $92,000 and
$197,000 for the years ended December 31, 1998 and 1997, respectively.
On August 12, 1998, an affiliate of the Managing General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 30,000 of the outstanding
units of limited partnership interest in the Partnership at $75 per Unit, net to
the seller in cash. The Purchaser acquired 11,470 units related to this tender
offer. As a result of this purchase, AIMCO currently owns, through its
affiliates, a total of 15,931 limited partnership units or 18.367% of the
outstanding partnership units as of December 31, 1998. Consequently, AIMCO
could be in a position to significantly influence all voting decisions with
respect to the Registrant. Under the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters. When voting on matters, AIMCO would in all likelihood vote the Units
it acquired in a manner favorable to the interest of the Managing General
Partner because of their affiliation with the Managing General Partner.
For the period January 1, 1997, to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Managing
General Partner with an insurer unaffiliated with the Managing General Partner.
An affiliate of the Managing General Partner acquired, in the acquisition of a
business, certain financial obligations from an insurance agency which was later
acquired by the agent who placed the master policy. The agent assumed the
financial obligations to the affiliate of the Managing General Partner which
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 was not
significant.
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:
Current Report on Form 8-K dated October 1, 1998, filed October 16, 1998
disclosing change in control of Registrant from Insignia Financial Group,
Inc. to AIMCO.
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
Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President _ Accounting
Date: March 26, 1999
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/Patrick J. Foye Date: March 26, 1999
Patrick J. Foye
Executive Vice President
and Director
/s/ Timothy R. Garrick Date: March 26, 1999
Timothy R. Garrick
Vice President - Accounting
and Director
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, 1984, 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.
10.11 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.
10.15 Promissory Note - dated October 31, 1996, between Poplar Square
AIP III, L.P., and Union Capital Investments, LLL.
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.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. III 1998 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> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,347
<SECURITIES> 0
<RECEIVABLES> 240
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,566
<DEPRECIATION> 9,940
<TOTAL-ASSETS> 6,755
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 3,710
0
0
<COMMON> 0
<OTHER-SE> 2,870
<TOTAL-LIABILITY-AND-EQUITY> 6,755
<SALES> 0
<TOTAL-REVENUES> 1,899
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,915
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 359
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16)
<EPS-PRIMARY> (0.18)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
