FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-13192
ANGELES INCOME PROPERTIES, LTD. III
(Exact name of small business issuer as specified 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)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 149
Receivables and deposits 81
Other assets 11
Investment property:
Land $ 657
Buildings and related personal property 4,285
4,942
Less accumulated depreciation (3,257) 1,685
$ 1,926
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 5
Tenant security deposit liabilities 24
Accrued property taxes 22
Other liabilities 50
Partners' (Deficit) Capital
General partners $ (14)
Limited partners (86,738 units issued and
outstanding) 1,839 1,825
$ 1,926
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues: (restated) (restated)
<S> <C> <C> <C> <C>
Rental income $ 218 $ 192 $ 423 $ 394
Other income 40 14 56 31
Total revenues 258 206 479 425
Expenses:
Operating 85 85 174 176
General and administrative 36 43 65 86
Depreciation 67 65 135 129
Property taxes 10 10 21 19
Total expenses 198 203 395 410
Income from continuing operations 60 3 84 15
Income (loss) from discontinued
operations -- 8 -- (39)
Net income (loss) $ 60 $ 11 $ 84 $ (24)
Net income allocated
to general partners (1%) $ 1 $ -- $ 1 $ --
Net income (loss) allocated
to limited partners (99%) 59 11 83 (24)
$ 60 $ 11 $ 84 $ (24)
Per limited partnership unit:
Income from continuing operations $ .68 $ .04 $ .96 $ .17
Income (loss) from discontinued
operations -- .09 -- (.45)
Net income (loss) $ .68 $ .13 $ .96 $ (.28)
Distributions per limited
partnership unit $10.62 $ -- $25.17 $ --
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 86,920 $ 1 $43,460 $43,461
Partners' capital
at December 31, 1999 86,738 $ 7 $ 3,939 $ 3,946
Distributions to partners -- (22) (2,183) (2,205)
Net income for the six months
ended June 30, 2000 -- 1 83 84
Partners' (deficit) capital
at June 30, 2000 86,738 $ (14) $ 1,839 $ 1,825
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. III
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 84 $ (24)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Bad debt expense -- 55
Depreciation 135 341
Amortization of loan costs and leasing commissions -- 20
Change in accounts:
Receivables and deposits 79 (155)
Other assets (4) 37
Accounts payable (28) 12
Tenant security deposit liabilities 4 --
Accrued property taxes (17) 19
Other liabilities (130) (28)
Net cash provided by operating activities 123 277
Cash flows from investing activities:
Property improvements and replacements (22) (40)
Net deposits to restricted escrows -- (15)
Lease commissions paid -- (33)
Net cash used in investing activities (22) (88)
Cash flows from financing activities:
Payments on mortgage note payable -- (24)
Distributions to partners (2,205) --
Net cash used in financing activities (2,205) (24)
Net (decrease) increase in cash and cash equivalents (2,104) 165
Cash and cash equivalents at beginning of period 2,253 1,347
Cash and cash equivalents at end of period $ 149 $ 1,512
Supplemental disclosure of cash flow information:
Cash paid for interest $ -- $ 170
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
ANGELES INCOME PROPERTIES, LTD. III
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. III (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of Angeles Realty Corporation II (the
"Managing General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 2000, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999.
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. Poplar Square GP LP is the general partner of
Poplar Square AIP III and ARC II is the general partner of Poplar Square GP LP.
Both general partners of the consolidated partnerships may be removed by the
Registrant; therefore, the partnerships are controlled and consolidated by the
Partnership. All significant interpartnership balances have been eliminated.
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 ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - Discontinued Operations
Poplar Square Shopping Center was the only commercial property of the
Partnership and was one segment of the Partnership's operations. Due to the sale
of this property in December 1999, the operating results of this property have
been shown as income (loss) from discontinued operations for the three and six
month periods ended June 30, 1999 and, accordingly, the 1999 statement of
operations has been restated to reflect this presentation. Revenues of this
property were approximately $277,000 and $493,000 for the three and six months
ended June 30, 1999, respectively. The Partnership realized income from
discontinued operations of approximately $8,000 and a loss from discontinued
operations of approximately $39,000 for the three and six months ended June 30,
1999, respectively.
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 (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 six months ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in
operating expenses) $ 22 $ 21
Reimbursement for services of affiliates
(included in general and administrative
expenses) 19 26
During the six months ended June 30, 2000 and 1999, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from the
Registrant's residential property as compensation for providing property
management services. The Registrant paid to such affiliates approximately
$22,000 and $21,000 for the six months ended June 30, 2000 and 1999,
respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $19,000 and
$26,000 for the six months ended June 30, 2000 and 1999, respectively.
AIMCO and its affiliates currently own 34,021 limited partnership units in the
Partnership representing 39.223% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. 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.
Note E - Distributions
The Partnership paid a cash distribution from sale proceeds of Poplar Square
Shopping Center of approximately $1,205,000 (approximately $1,193,000 to the
limited partners or $13.76 per limited partnership unit) and from operations of
approximately $1,000,000 (approximately $990,000 to the limited partners, or
$11.41 per limited partnership unit), during the six months ended June 30, 2000.
No distributions were paid during the six months ended June 30, 1999.
Note F - Segment Reporting
Description of the types of products and services from which reportable segment
derives its revenues:
The Partnership had two reportable segments: residential properties and
commercial properties. The Partnership's residential property segment consists
of one apartment complex located in Mississippi. The Partnership rents apartment
units to tenants for terms that are typically twelve months or less. The
commercial property segment consisted of a shopping center located in Oregon,
which was sold on December 30, 1999. As a result of the sale of the commercial
property during 1999, the commercial segment is shown as discontinued
operations.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
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 three and six month periods ended June 30, 2000 and
1999 is shown in the tables below. The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segments (in thousands).
<TABLE>
<CAPTION>
Three months ended June 30, 2000
Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 218 $ -- $ -- $ 218
Other income 37 -- 3 40
Depreciation 67 -- -- 67
General and administrative expense -- -- 36 36
Segment profit (loss) 93 -- (33) 60
</TABLE>
<TABLE>
<CAPTION>
Three months ended June 30, 1999
Residential Commercial Other Totals
(discontinued)
(restated)
<S> <C> <C> <C> <C>
Rental income $ 192 $ -- $ -- $ 192
Other income 5 -- 9 14
Depreciation 65 -- -- 65
General and administrative expense -- -- 43 43
Income from discontinued operations -- 8 -- 8
Segment profit (loss) 37 8 (34) 11
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30, 2000
Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 423 $ -- $ -- $ 423
Other income 44 -- 12 56
Depreciation 135 -- -- 135
General and administrative expense -- -- 65 65
Segment profit (loss) 137 -- (53) 84
Total assets 1,847 -- 79 1,926
Capital expenditures for investment
property 22 -- -- 22
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30, 1999
Residential Commercial Other Totals
(discontinued)
(restated)
<S> <C> <C> <C> <C>
Rental income $ 394 $ -- $ -- $ 394
Other income 10 -- 21 31
Depreciation 129 -- -- 129
General and administrative expense -- -- 86 86
Loss from discontinued operations -- (39) -- (39)
Segment profit (loss) 80 (39) (65) (24)
Total assets 2,150 3,351 1,209 6,710
Capital expenditures for investment
properties 40 -- -- 40
</TABLE>
Note G - 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, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
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 filed
demurrers to the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB 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.
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for the six
months ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lake Forest Apartments 94% 92%
Brandon, Mississippi
Results from Operations
The Registrant's net income for the six months ended June 30, 2000 was
approximately $84,000 as compared to a net loss of approximately $24,000 for the
six months ended June 30, 1999. The Registrant's net income for the three months
ended June 30, 2000 was approximately $60,000 as compared to net income of
approximately $11,000 for the three months ended June 30, 1999. The increase in
net income for the six months ended June 30, 2000 is partially attributable to
the loss from discontinued operations of approximately $39,000 for the six
months ended June 30, 1999. The decrease in the loss from discontinued
operations is due to the sale of the Partnership's sole commercial property in
December of 1999. Poplar Square was the only commercial property owned by the
Partnership and represented one segment of the Partnership's operations. Due to
the sale of this property, the results of the commercial segment have been shown
as income (loss) from discontinued operations for the three and six months ended
June 30, 1999 and, accordingly, the 1999 statements of operations have been
restated to reflect this presentation.
The Registrant's income from continuing operations for the six months ended June
30, 2000 was approximately $84,000 as compared to approximately $15,000 for the
six months ended June 30, 1999. The Registrant's income from continuing
operations for the three months ended June 30, 2000 was approximately $60,000 as
compared to approximately $3,000 for the three months ended June 30, 1999. The
increase in income from continuing operations is primarily attributable to an
increase in total revenue and, to a lesser extent, a decrease in total expense.
The increase in total revenue is the result of an increase in both rental and
other income. The increase in rental income is primarily attributable to an
increase in occupancy and average rental rates at the Partnership's remaining
investment property. The increase in other income is primarily attributable to
an increase in interest income resulting from an increase in average cash
balances. The decrease in total expenses is primarily attributable to a decrease
in general and administrative expense. This decrease is primarily due to
decreases in reimbursements to the Managing General Partner and mailing costs
related to investor communications.
Included in general and administrative expenses for the six months ended June
30, 2000 and 1999 are reimbursements to the Managing General Partner allowed
under the Partnership Agreement. In addition, 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.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment property 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.
Liquidity and Capital Resources
At June 30, 2000, the Registrant had cash and cash equivalents of approximately
$149,000 as compared to approximately $1,512,000 at June 30, 1999. The net
decrease in cash and cash equivalents was approximately $2,104,000 for the six
months June 30, 2000, from the Registrant's fiscal year end. The decrease in
cash and cash equivalents is due to approximately $2,205,000 of cash used in
financing activities and approximately $22,000 of cash used in investing
activities, partially offset by approximately $123,000 of cash provided by
operating activities. Cash used in financing activities consisted of
distributions to the partners. Cash used in investing activities consisted of
property improvements and replacements. 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 Partnership's property to adequately maintain the
physical assets and other operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements. Capital
improvements planned for the Registrant's property are detailed below.
Lake Forest Apartments: The Partnership budgeted approximately $59,000 for
capital improvements at Lake Forest Apartments for the year 2000 consisting
primarily of appliance replacements, air conditioning unit replacements, floor
covering replacements and structural improvements. As of June 30, 2000 the
property has spent approximately $22,000 on capital expenditures, consisting
primarily of appliance replacements, major landscaping and roof improvements.
These improvements were funded from operating cash flow. Additional improvements
may be considered and will depend on the physical condition of the property as
well as replacement reserves and anticipated cash flow generated by the
property.
The additional capital expenditures will be incurred only if cash is available
from operations or Partnership reserves. 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 Partnership paid a cash distribution from sale proceeds of Poplar Square
Shopping Center of approximately $1,205,000 (approximately $1,193,000 to the
limited partners or $13.76 per limited partnership unit) and from operations of
approximately $1,000,000 (approximately $990,000 to the limited partners or
$11.41 per limited partnership unit), during the six months ended June 30, 2000.
No distributions were paid during the six months ended June 30, 1999. The
Partnership's distribution policy is reviewed on a semi-annual basis. Future
cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, mortgage financing, and/or the
sale of the property. There can be no assurance, however, that the Partnership
will generate sufficient funds from operations, after required capital
expenditures, to permit additional distributions to its partners during the
remainder of 2000 or subsequent periods.
PART II - OTHER INFORMATION
ITEM 1. 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, its Managing General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
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 filed
demurrers to the amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. III
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: August 9, 2000
