FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-14283
ANGELES INCOME PROPERTIES LTD. IV
(Exact name of small business issuer as specified in its charter)
California 95-3974194
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
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. IV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents:
Unrestricted $ 2,831
Restricted--tenant security deposits 6
Accounts receivable, net of allowance of $72 188
Escrow for taxes 148
Other assets 589
Investment properties:
Land $ 2,708
Buildings and related personal property 20,134
22,842
Less accumulated depreciation (11,240) 11,602
$ 15,364
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 25
Tenant security deposits 10
Accrued taxes 134
Other liabilities 186
Mortgage note payable 14,242
Equity interest in net liabilities of
joint ventures, net of advances of $1,632 (Note B) 13,586
Partners' Deficit
General partner $ (1,395)
Limited partners (131,760
units issued and outstanding) (11,424) (12,819)
$ 15,364
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b) ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Revenues:
Rental income $ 989 $ 1,570 $ 3,038 $ 3,700
Other income 42 79 112 153
Total revenue 1,031 1,649 3,150 3,853
Expenses:
Operating 308 285 988 819
General and administrative 123 99 301 313
Maintenance 185 85 333 251
Depreciation 263 276 782 828
Interest 363 370 1,095 1,116
Property taxes 56 53 169 160
Bad debt (recovery),
expense net (23) 37 (232) 92
Total expenses 1,275 1,205 3,436 3,579
Equity in loss of
joint ventures (475) (729) (1,523) (937)
Net loss $ (719) $ (285) $ (1,809) $ (663)
Net loss allocated
to general partners (2%) $ (14) $ (6) $ (36) $ (13)
Net loss allocated
to limited partners (98%) (705) (279) (1,773) (650)
Net loss $ (719) $ (285) $ (1,809) $ (663)
Net loss per
limited partnership unit $ (5.35) $ (2.12) $ (13.46) $ (4.93)
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 131,800 $ 1 $ 65,900 $ 65,901
Partners' deficit at
December 31, 1995 131,760 $(1,359) $ (9,651) $(11,010)
Net loss for the nine months
ended September 30, 1996 (36) (1,773) (1,809)
Partners' deficit at
September 30, 1996 131,760 $(1,395) $(11,424) $(12,819)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net loss $(1,809) $ (663)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Equity in income of joint ventures 1,523 937
Depreciation 782 828
Bad debt (recovery) expense (232) 92
Amortization of loan costs and leasing
commissions 170 86
Change in accounts:
Restricted cash 2 --
Accounts receivable 148 (409)
Escrows for taxes 75 1
Other assets (45) (55)
Accounts payable (38) (10)
Tenant security deposit liabilities 2 (1)
Accrued taxes (13) (9)
Other liabilities 44 (14)
Net cash provided by operating
activities: 609 783
Cash flows from investing activities:
Property improvements and replacements (103) (89)
Advances to joint venture (741) (646)
Distributions from joint venture -- 966
Proceeds from note receivable 109 2,111
Net cash (used in) provided by
investing activities (735) 2,342
Cash flows from financing activities:
Payments on mortgage notes payable (227) (206)
Loan costs (242) --
Net cash used in financing activities (469) (206)
Net (decrease) increase in cash (595) 2,919
Cash at beginning of period 3,426 548
Cash at end of period $ 2,831 $3,467
Supplemental disclosure of cash flow information
Cash paid for interest $ 1,064 $1,085
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES INCOME PROPERTIES, LTD. IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements 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 "General Partner"), all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and nine
months ended September 30, 1996, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1996. For further
information, refer to the financial statements and footnotes thereto included in
Angeles Income Properties, Ltd. IV's (the "Partnership") annual report on Form
10-KSB for the fiscal year ended December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
The Partnership has a 66.7% investment in Northtown Mall Partners ("Northtown")
which is shown as "Equity interest in net liabilities of the joint venture" on
the balance sheet. The Partnership had a 43% investment in the Fort Worth
Option Joint Venture ("Fort Worth"), a 43% investment in the Burlington Outlet
Mall Joint Venture ("Burlington") and a 50% investment in the Moraine West
Carrollton Joint Venture ("Moraine"). As of December 31, 1995, the Partnership
no longer had an investment in Fort Worth, Burlington or Moraine due to the sale
of Fort Worth's last investment property, the foreclosure of Burlington's
investment property and the dissolution of Moraine during 1995. The condensed
balance sheet information as of September 30, 1996, for Northtown is as follows:
Assets Northtown
(in thousands)
Cash $ 662
Other assets 6,586
Investment properties, net 25,815
Total $ 33,063
NOTE B - INVESTMENT IN JOINT VENTURES (CONTINUED)
Liabilities and Partners' Deficit
Northtown
(in thousands)
Other liabilities $ 4,339
Notes payable 51,476
Partners' (deficit) capital (22,752)
Total $ 33,063
The condensed profit and loss statements for the three and nine months ended
September 30, 1996 and 1995, for the joint ventures are summarized as follows:
Three Months Ended September 30,
(in thousands)
Fort Worth Northtown
1996 1995 1996 1995
Revenues $ -- $ 2 $ 2,564 $ 2,547
Costs and expenses -- (133) (3,277) (3,373)
Net loss $ -- $ (131) $ (713) $ (826)
Three Months Ended September 30,
(in thousands)
Burlington Moraine
1996 1995 1996 1995
Revenues $ -- $ 38 $ -- $ --
Costs and expenses (11) (328) -- --
Net loss $ (11) $(290) $ -- $ --
Nine Months Ended September 30,
(in thousands)
Fort Worth Northtown
1996 1995 1996 1995
Revenues $ -- $ 214 $ 7,554 $ 7,744
Costs and expenses -- (456) (9,841) (9,831)
Bad debt recovery -- 1,933 -- --
Loss on sale of
investment property -- (42) -- --
Net income (loss) $ -- $ 1,649 $(2,287) $(2,087)
NOTE B - INVESTMENT IN JOINT VENTURES (CONTINUED)
Nine Months Ended September 30,
Burlington Moraine
1996 1995 1996 1995
Revenues $ 11 $ 223 $ -- $ 13
Costs and expenses (11) (701) -- (1)
Net income (loss) $ -- $(478) $ -- $ 12
The Partnership's equity in the losses of the joint ventures was approximately
$1,523,000 and $937,000 for the nine months ended September 30, 1996 and 1995,
respectively.
The Partnership accounts for its 66.7% investment in Northtown using the equity
method of accounting. Under the equity method, the Partnership records its
equity interest in earnings or losses of the joint venture; however, the
investment in the joint venture will be recorded at an amount less than zero (a
liability) to the extent of the Partnership's share of net liabilities of the
joint venture. The increase in net loss at Northtown is attributable to a
decrease in rental income and an increase in insurance and real estate taxes.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
The following amounts owed to the General Partner and affiliates during each of
the nine months ended September 30, 1996 and 1995, were paid or accrued:
1996 1995
(in thousands)
Property management fees (included in
operating expenses) $ 100 $ 130
Lease commissions 66 48
Reimbursement for services of
affiliates (included in general and
administrative) 180 245
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust formerly affiliated with Angeles Corporation ("Angeles"),
initiated litigation against Fort Worth and other partnerships which loaned
money to AMIT seeking to avoid repayment of such obligations. The Partnership
subsequently filed a counterclaim against AMIT seeking to enforce the
obligation, the principal amount of which was $2,240,000 plus accrued interest
from March 1993 ("AMIT Obligation").
On November 9, 1994, Fort Worth executed a definitive Settlement Agreement to
settle the dispute with respect to the AMIT obligation. The actual closing of
the Settlement Agreement occurred April 14, 1995. The Partnership's claim
against AMIT was satisfied by a cash payment to Fort Worth by AMIT totaling
$1,933,000 (the "Settlement Amount") plus interest at closing. These funds were
applied against the Partnership's note receivable from Fort Worth (see
discussion below). On August 9, 1995, Fort Worth and Angeles entered into an
agreement in principle regarding the allowance of an amended claim for the
deficiency between the original principal and the Settlement Amount (the
"deficiency"). The amended claim equaled 90% of the deficiency, or
$276,000. In January 1996, the Partnership received $48,000 from AMIT as
payment on the deficiency.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. MAE
GP may choose to vote these shares as it deems appropriate in the future. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
currently owns 87,700 Class A Shares of AMIT. These Class A Shares entitle LAC
to vote approximately 2% of the total shares. The number of Class A Shares of
AMIT owned by LAC increased from 63,200 shares on September 30, 1996, to 87,700
shares as of October 22, 1996. The voting percentage also increased from 1.5%
to 2% over the same time period.
As part of the settlement with AMIT, MAE GP granted to AMIT an option to acquire
the Class B Shares owned by it. This option can be exercised at the end of 10
years or when all loans made by AMIT to partnerships affiliated with MAE GP as
of November 9, 1994, (which is the date of execution of a definitive Settlement
Agreement) have been paid in full, but in no event prior to November 9, 1997.
AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred
April 14, 1995, as payment for the option. Upon exercise of the option, AMIT
would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On these matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In 1992, the Partnership loaned Fort Worth $5,000,000 to cover leasing
commissions, tenant improvements, and capital expenditures. The note payable
requires interest at a rate of prime plus 1.5% with monthly interest only
payments through January 1996, at which time the principal was due. The note
was in default in prior years due to non-payment of interest when due.
On December 22, 1994, the Partnership entered into an agreement with Fort Worth
and Angeles Income Properties, Ltd. V ("AIPL V"), an affiliate of the General
Partner and the other 57% owner of Fort Worth, whereby Fort Worth transferred,
assigned and delivered to the Partnership all of Fort Worth's right, title and
interests in and to all payment, distributions, profits, returns of capital and
benefits accruing from the repayment by AMIT of the loan made to AMIT from Fort
Worth. This transfer effectively transferred AIPL V's right, title and interest
in and to all payment, distributions, profits, returns of capital and benefits
accruing from the repayment by AMIT of the loan made to AMIT from Fort Worth.
AIPL V has consented to this transfer, assignment and delivery.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED)
The Partnership may make advances to the affiliated joint ventures as deemed
appropriate by the General Partner. At this time, the General Partner does not
anticipate making significant advances to Northtown in the future. These
advances do not bear interest and do not have stated terms of repayment.
NOTE D - SUBSEQUENT EVENT - MORTGAGE NOTE REFINANCE
On October 1, 1996, Factory Merchants AIP IV, L.P. ("FM"), a Delaware limited
partnership, refinanced the mortgage debt secured by Factory Merchants Mall.
AIP IV G.P. Limited Partnership owns a 1% general partner interest and Merchants
Mall Joint Venture owns a 99% limited partner interest in FM. Merchants Mall
Joint Venture is a Tennessee general partnership in which the Partnership and
Angeles Realty Corporation II, the Partnership's general partner, own 99.5% and
.5% general partner interests, respectively. FM paid off debt and accrued
interest of approximately $14,522,000 at closing and paid closing costs and
funded tax and insurance escrows and a deferred maintenance reserve with
$15,400,000 of proceeds from the new debt. The new loan matures on November 1,
2006 and carries a 9.75% interest rate.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two commercial properties.
The following table sets forth the average occupancy of the properties for the
six months ended June 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Factory Merchant's Mall
Pigeon Forge, Tennessee (1) 89% 90%
Eastgate Market Place
Walla Walla, Washington (2) 92% 94%
(1)Nationwide the outlets mall industry is not performing well. Potential
customers of the outlets mall industry are realizing that these malls may
not offer large discounts and therefore customers are shopping at more
convenient locations.
(2)The General Partner is considering a redevelopment of this property. The
redevelopment would include a facelift to the store front and decreasing the
number of tenants at the property by converting smaller spaces into larger
retail spaces.
The Partnership recorded a net loss of approximately $1,809,000 for the nine
months ended September 30, 1996, as compared to a net loss of approximately
$663,000 for the nine months ended September 30, 1995. The Partnership recorded
a net loss of approximately $719,000 for the three months ended September 30,
1996, as compared to a net loss of approximately $285,000 for the three months
ended September 30, 1995. The increase in the net loss for the nine months
ended September 30, 1996, as compared to the nine months ended September 30,
1995, is primarily due to a decrease in rental income and an increase in the
equity in the loss of the joint ventures from 1995 to 1996 (see discussion
below).
The decrease in rental income for the three and nine months ended September 30,
1996, as compared to the three and nine months ended September 30, 1995, is a
result of a decrease in rental revenue at Factory Merchants Mall. The decrease
in other income is due to a drop in tenant reimbursement for outdoor signage at
Factory Merchants Mall, which decreased because the mall was forced to take down
the signs in 1996. Operating expenses increased primarily due to the
amortization of lease commissions for a tenant that moved out of Eastgate Market
Place and an increase in merchant association dues at Factory Merchants Mall.
Maintenance expense increased due to an exterior painting project at Factory
Merchant's Mall in 1996 in an effort to increase the attractiveness of the
property. During the nine months ended September 30, 1996, the Partnership
recognized bad debt recovery of $48,000 from AMIT (see discussion at "Note C")
and $61,000 from Fort Worth as payment on its note payable to the partnership.
In addition, there were debt recoveries from tenants of the Partnership's
investment properties that had been previously reserved.
The Partnership's equity in the losses of the joint ventures increased for the
nine months ended September 30, 1996, versus September 30, 1995. The increase
in the equity in loss of joint ventures can be attributed to bad debt recovery
for Fort Worth in early 1995 as a result of AMIT's note payment to Fort Worth,
and an increase in the loss at Northtown which is attributable to a decrease in
rental income and an increase in insurance and real estate tax expense. These
increases in the equity in loss of joint venture was partially offset by the
Partnership's share of losses from Fort Worth and Burlington in 1995.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of $2,831,000
compared to $3,467,000 at September 30, 1995. Net cash provided by operating
activities decreased due to an increase in the net loss (discussed above)
offset, in part, by decreases in accounts receivable and other assets. Net cash
flow from investing activities decreased as a result of a non-recurring
distribution received from Moraine and a collection on the note receivable from
Fort Worth in 1995. Net cash used in financing activities increased due to loan
costs incurred in an effort to refinance the mortgage indebtedness secured by
Factory Merchants Mall. The Partnership advanced money to Northtown during the
nine months ended September 30, 1996, to pay for tenant improvements,
supervisory fees and debt service.
On March 15, 1991, Northtown and the holder of the Northtown Mall mortgage note
payable entered into an Option Agreement ("Option") whereby such lender has the
right and an option to purchase the Northtown Mall property on the terms and
conditions as set forth in the Option. The purchase price of the property, as
set forth in the Option, is defined as the fair market value of the property.
Such Option can be exercised by written notice by the lender at specified dates.
The lender has indicated that it may exercise the Option. If the lender does
exercise the Option, the Managing General Partner does not believe the sale of
the property will occur until 1997. Currently, it is believed that the fair
market value of the property will be less than the underlying debt that secures
the property. If the Option is exercised, the Partnership will write-off its
equity interest in net liabilities of joint venture which would result in the
recording of a significant gain to the Partnership. Also, the General Partner
is currently negotiating with a third party as a possible source of an equity
infusion, if the current lender does not exercise their option to acquire
Northtown. At this time, the Partnership does not anticipate making significant
advances to Northtown in the future.
A purchase agreement was executed on May 8, 1994, for the sale of all of the
Moraine properties to an affiliate of the third party managing agent. The sale
closed on July 21, 1994. Moraine made a final distribution of approximately
$1,931,000 in 1995, of which the Partnership's pro-rata share was $966,000, and
the joint venture was then dissolved.
In March 1995, Fort Worth's remaining property was sold for $300,000 to a tenant
of the property. All remaining cash was used in 1996 to partially satisfy Fort
Worth's debt to the Partnership. The remaining debt was forgiven by the
Partnership.
On October 30, 1995, the Partnership lost Burlington Outlet Mall located in
Burlington, NC, through a foreclosure by an unaffiliated mortgage holder. The
property was not generating sufficient cash flow to meet debt service
requirements. The non-payment of principal and interest constituted a default
under terms of the mortgage agreement and allowed the holder of the mortgage
agreement to foreclose on the property. The Partnership deemed it to be in its
best interest not to contest the foreclosure action.
On October 1, 1996, Factory Merchants AIP IV, L.P. ("FM"), a Delaware limited
partnership, refinanced the mortgage debt secured by Factory Merchants Mall.
AIP IV G.P. Limited Partnership owns a 1% general partner interest and Merchants
Mall Joint Venture owns a 99% limited partner interest in FM. Merchants Mall
Joint Venture is a Tennessee general partnership in which the Partnership and
Angeles Realty Corporation II, the Partnership's general partner, own 99.5% and
.5% general partner interests, respectively. FM paid off debt and accrued
interest of approximately $14,522,000 at closing and paid closing costs and
funded tax and insurance escrows and a deferred maintenance reserve with
$15,400,000 of proceeds from the new debt. The new loan matures on November 1,
2006 and carries a 9.75% interest rate.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $14,242,000, which is secured by the Factory
Merchant's Mall investment property, matures in December 1997. The General
Partner is currently in negotiations to refinance this indebtedness, however,
the outcome of such negotiations cannot presently be determined. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and the availability of cash reserves. There were
no cash distributions in the first nine months of 1996 or 1995.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In July 1993, AMIT initiated litigation against Fort Worth, and other
partnerships which loaned money to AMIT seeking to avoid repayment of such
obligations. The Partnership subsequently filed a counterclaim against AMIT
seeking to enforce the obligation, the principal amount of which was $2,240,000
plus accrued interest from March 1993 ("AMIT Obligation").
On November 9, 1994, Fort Worth executed a definitive Settlement Agreement to
settle the dispute with respect to the AMIT obligation. The actual closing of
the Settlement occurred April 14, 1995. The Partnership's claim against AMIT
was satisfied by a cash payment by AMIT totaling $1,933,000 (the "Settlement
Amount") plus interest at closing. These funds were applied against the
Partnership's note receivable from Fort Worth. On August 9, 1995, Fort Worth
and Angeles entered into an agreement in principle regarding the allowance of an
amended claim for the deficiency between the original principal and the
Settlement Amount (the "deficiency"). The amended claim equaled 90% of the
deficiency, or $276,000. In January 1996, the Partnership received $48,000 from
AMIT as payment on the deficiency.
MAE GP, an affiliate of the General Partner, owns 1,675,113 Class B Shares of
AMIT. MAE GP has the option to convert these Class B Shares, in whole or in
part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B
Shares. These Class B Shares entitle MAE GP to receive 1.2% of the
distributions of net cash distributed by AMIT. These Class B Shares also
entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP
to vote approximately 37% of the total shares (unless and until converted to
Class A Shares at which time the percentage of the vote controlled represented
by the shares held by MAE GP would approximate 1.2% of the vote). Between
the date of acquisition of these shares (November 24, 1992) and March 31, 1995,
MAE GP declined to vote these shares. Since that date, MAE GP voted its shares
at the 1995 annual meeting in connection with the election of trustees and other
matters. MAE GP has not exerted, and continues to decline to exert, any
management control over or participate in the management of AMIT. MAE GP may
choose to vote these shares as it deems appropriate in the future. In addition,
Liquidity Assistance, LLC, ("LAC"), an affiliate of the General Partner and an
affiliate of Insignia Financial Group, Inc., which provides property management
and partnership administration services to the Partnership, currently owns
87,700 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 2% of the total shares. The number of Class A Shares of AMIT owned
by LAC increased from 63,200 shares on September 30, 1996, to 87,700 shares as
of October 22, 1996. The voting percentage also increased from 1.5% to 2% over
the same time period.
As part of the settlement, MAE GP granted to AMIT an option to acquire the Class
B Shares owned by it. This option can be exercised at the end of 10 years or
when all loans made by AMIT to partnerships affiliated with MAE GP as of
November 9, 1994, (which is the date of execution of a definitive Settlement
Agreement), have been paid in full, but in no event prior to November 9, 1997.
AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred
April 14, 1995, as payment for the option. Upon exercise of the option, AMIT
would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On these matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Additionally, Angeles, either directly or through an affiliate, maintained a
central disbursement account (the "Account") for the properties and partnerships
managed by Angeles and its affiliates, including the Partnership. Angeles
caused the Partnership to make deposits to the Account ostensibly to fund the
payment of certain obligations of the Partnership. Angeles further caused
checks on such account to be written to or on behalf of certain other
partnerships. However, of these total deposits, at least $81,000 deposited by
or on behalf of the Partnership was used for purposes other than satisfying the
liabilities of the Partnership. Accordingly, the Partnership filed a Proof of
Claim in the Angeles bankruptcy proceedings for such amount. However,
subsequently the General Partner of the Partnership determined that the cost
involved to pursue such claim would likely exceed any amount received, if in
fact such claim were to be resolved in favor of the Partnership. Therefore, the
Partnership withdrew this claim on August 9, 1995.
The Partnership, along with other affiliates, has been named in a suit brought
by a company which owned a 20% interest ("Plaintiff") in Fort Worth's investment
property, the W.T. Waggoner Building, which was sold in 1995. The Plaintiff is
suing for breach of contract and negligence for mismanagement of the property.
The General Partner believes that there is no merit in this suit and intends to
vigorously defend it.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K: None filed during the nine months ended September
30, 1996.
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. IV
By: Angeles Realty Corporation II
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properites Ltd. IV 1996 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000763049
<NAME> ANGELES INCOME PROPERTIES LTD. IV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,831
<SECURITIES> 0
<RECEIVABLES> 188
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 22,842
<DEPRECIATION> 11,240
<TOTAL-ASSETS> 15,364
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 14,242
0
0
<COMMON> 0
<OTHER-SE> 12,819
<TOTAL-LIABILITY-AND-EQUITY> 15,364
<SALES> 0
<TOTAL-REVENUES> 3,150
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,436
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,095
<INCOME-PRETAX> (1,809)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,809)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,809)
<EPS-PRIMARY> (13.46)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
