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, 1998
[ ] 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 (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, 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. IV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1998
Assets
Cash and cash equivalents $ 3,757
Receivables and deposits, net of $116 allowance for
doubtful accounts 436
Restricted escrows 364
Other assets 701
Investment properties:
Land $ 2,708
Buildings and related personal property 20,844
23,552
Less accumulated depreciation (13,105) 10,447
$ 15,705
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 19
Tenant security deposit liabilities 7
Accrued property taxes 73
Other liabilities 177
Mortgage note payable 15,138
Partners' Capital (Deficit)
General partner's $ (1,133)
Limited partners' (131,585 units issued
and outstanding) 1,424 291
$ 15,705
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,006 $ 970 $ 2,063 $ 2,049
Other income 62 69 162 110
Total revenues 1,068 1,039 2,225 2,159
Expenses:
Operating 472 435 919 809
General and administrative 63 83 111 185
Depreciation 272 256 536 513
Interest 378 382 756 765
Property taxes 49 53 99 108
Total expenses 1,234 1,209 2,421 2,380
Loss before equity in income
of joint venture and
extraordinary item (166) (170) (196) (221)
Equity in income of joint
venture -- 9,645 -- 9,177
(Loss) income before
extraordinary item (166) 9,475 (196) 8,956
Equity in extraordinary gain
on debt extinguishment of
joint venture -- 4,925 -- 4,925
Net (loss) income $ (166) $ 14,400 $ (196) $ 13,881
Net (loss) income allocated
to general partner (2%) $ (3) $ 288 $ (4) $ 278
Net (loss) income allocated
to limited partners(98%) (163) 14,112 (192) 13,603
$ (166) $ 14,400 $ (196) $ 13,881
Per limited partnership unit:
(Loss) income before
extraordinary item $ (1.24) $ 70.57 $ (1.46) $ 66.70
Extraordinary gain -- 36.68 -- 36.68
Net (loss) income $ (1.24) $ 107.25 $ (1.46) $ 103.38
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (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) capital
at December 31, 1997 131,585 $ (1,129) $ 1,616 $ 487
Net loss for the six months
ended June 30, 1998 -- (4) (192) (196)
Partners' (deficit) capital
at June 30, 1998 131,585 $ (1,133) $ 1,424 $ 291
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (196) $13,881
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Equity in income of joint venture -- (9,177)
Equity in extraordinary gain on debt extinguishment
of joint venture -- (4,925)
Depreciation 536 513
Amortization of loan costs and leasing commissions 58 51
Change in accounts:
Receivables and deposits 126 131
Other assets 3 (111)
Tenant security deposit liabilities -- (1)
Accounts payable (118) (80)
Accrued property taxes (65) (65)
Other liabilities (1) 8
Net cash provided by operating activities 343 225
Cash flows from investing activities:
Property improvements and replacements (184) (167)
Net withdrawals from (deposits to) restricted escrows 122 (95)
Net cash used in investing activities (62) (262)
Cash flows used in financing activities
Payments on mortgage note payable (83) (76)
Net increase (decrease) in cash and cash equivalents 198 (113)
Cash and cash equivalents at beginning of period 3,559 3,308
Cash and cash equivalents at end of period $ 3,757 $ 3,195
Supplemental disclosure of cash flow information:
Cash paid for interest $ 741 $ 748
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES INCOME PROPERTIES, LTD. IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. IV (the "Partnership") 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 ("ARC II" or 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 six month periods ended June 30, 1998, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1998. 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 fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
The Partnership had a 66.7% investment in Northtown Mall Partners ("Northtown")
until the property was sold effective April 1, 1997. During the fourth quarter
of 1997, all liabilities were paid and the joint venture was terminated.
The condensed profit and loss statements for the three and six months ended June
30, 1997, for Northtown are as follows (in thousands):
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
Revenues $ 31 $ 2,727
Costs and expenses (122) (3,521)
Gain on sale of investment property 16,248 16,248
Net income before extraordinary
item 16,157 15,454
Extraordinary gain on early
extinguishment of debt 7,384 7,384
Net income $ 23,541 $ 22,838
The Partnership's equity in the income of the joint venture was approximately
$9,645,000 and $9,177,000 for the three and six months ended June 30, 1997,
respectively. For the three and six months ended June 30, 1997, the Partnership
recognized approximately $4,925,000 in equity in extraordinary gain on debt
extinguishment related to the sale of Northtown Mall.
The Partnership accounted for its 66.7% investment in Northtown using the equity
method of accounting. Under the equity method, the Partnership recorded its
equity interest in earnings or losses of the joint venture.
On May 12, 1997, the Partnership sold Northtown Mall to an affiliate of the
lender. The economic closing of the sale of Northtown Mall was as of April 1,
1997. The sale resulted in net proceeds of approximately $1,200,000, after
payment of closing costs. The gain on the sale amounted to approximately
$16,248,000 and approximately $7,384,000 was recognized as extraordinary gain on
early extinguishment of debt due to the full release of its non-recourse
indebtedness of approximately $51,000,000 as stipulated by the sales agreement.
The joint venture was dissolved in December 1997.
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 certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
ARC II was wholly owned by MAE GP Corporation ("MAE GP"), an affiliate of
Insignia Financial Group, Inc. ("Insignia"). Effective February 25, 1998, MAE
GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of
Insignia. Thus, the General Partner is now a wholly-owned subsidiary of IPT.
The following amounts were incurred by the General Partner and affiliates during
the six months ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in
operating expenses) $68 $67
Lease commissions (included in other assets
and operating expenses) 21 10
Reimbursement for services of affiliates
(included in operating expenses and
general and administrative expenses) 88 93
Included in reimbursement for services of affiliates above is approximately
$27,500 for consulting performed by an affiliate of the General Partner for the
six months ended June 30, 1998.
In addition, approximately $1,000 of construction oversight reimbursements were
paid to the General Partner and its affiliates during the six months ended June
30, 1998.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner but with an 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 master policy. The agent assumed the financial
obligations to the affiliate of the General Partner which received payment on
these obligations from the agent. The amount of the Partnership's insurance
premiums that accrued to the benefit of the affiliate of the General Partner by
virtue of the agent's obligations was not significant.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
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, 1998 and 1997:
Average Occupancy
Property 1998 1997
Factory Merchants Mall 93% 94%
Pigeon Forge, Tennessee
Eastgate Market Place 97% 86%
Walla Walla, Washington (1)
(1) The occupancy at Eastgate Market Place increased as a result of the move in
of an anchor tenant in November 1997.
The Partnership realized a net loss of approximately $166,000 and $196,000 for
the three and six month periods ended June 30, 1998, versus net income of
approximately $14,400,000 and $13,881,000 for the same periods in 1997,
respectively. The decrease in net income is primarily attributable to the sale
of Northtown Mall during the second quarter of 1997. For the remaining
properties, loss before equity income of joint venture decreased for the three
and six months ended June 30, 1998, as compare to the same period in 1997 due to
increases in rental and other income and a decrease in general and
administrative expenses partially offset by an increase in operating expenses.
Rental income increased for the three and six month periods ended June 30, 1998,
compared to the same periods in 1997, primarily as a result of an increase in
occupancy at Eastgate Market Place which was partially offset by a decrease at
Factory Merchants Mall. The increase in occupancy at Eastgate Market Place can
be attributed to the addition of an anchor tenant in the fourth quarter of 1997.
The decrease in rental income at Factory Merchants Mall results from an increase
in the number of temporary tenants that pay rent based upon a percentage of
sales which is below market rent. In addition, reimbursements for common area
maintenance decreased as a result of the temporary tenants not being required to
pay fees for common area maintenance. Other income increased for the six month
period ended June 30, 1998, as compared to the same period in 1997, as a result
of an increase in fees collected at Factory Merchants Mall for lease
cancellations as well as an increase in interest income due to larger cash
balances in interest-bearing accounts at the Partnership. General and
administrative expenses decreased as a result of decreases in General Partner
reimbursements and legal and professional fees. Operating expenses increased
primarily as a result of an increase in advertising to attract tenants and
shoppers to Factory Merchants Mall and professional fees paid to assess the
possible redevelopment of the property. This increase in operating expense was
partially offset by a decrease in maintenance expense at Factory Merchants Mall
due to parking lot repairs and common area cleaning projects performed in 1997.
Depreciation expenses increased for the three month period ended June 30, 1998,
as a result of additional depreciable assets placed in service resulting from
tenant improvement projects at Eastgate Market Place.
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 June 30, 1998, the Partnership held cash and cash equivalents of
approximately $3,757,000, as compared to approximately $3,195,000 at June 30,
1997. The increase in cash and cash equivalents for the six month period ended
June 30, 1998, was approximately $198,0000, compared to a decrease of
approximately $113,000 for the corresponding period in 1997. Net cash provided
by operating activities increased primarily due to an increase in cash provided
by other assets as a result of a change in the timing of insurance payments.
Net cash used in investing activities decreased due to an increase in net
withdrawals from restricted escrows. Net cash used in financing activities
remained stable.
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 approximately $15,138,000, which is secured by the
Factory Merchants Mall investment property, matures in October 2006 and carries
a stated interest rate of 9.75%. 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 six months of 1998 or 1997.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership, along with other affiliates, has been named in a suit brought
by a company which owned a 20% interest ("Plaintiff") in an investment property,
the W.T. Waggoner Building, which was sold in 1995. The W. T. Waggoner Building
was sold by a Joint Venture in which the Partnership held a 43% interest ("Fort
Worth"). The Joint Venture was dissolved subsequent to the sale 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.
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 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 and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates as well as a recently announced agreement between Insignia and AIMCO.
The complaint seeks monetary damages and equitable relief, including judicial
dissolution of the Partnership. The General Partner believes the action to be
without merit, and intends to vigorously defend it. On June 24, 1998, the
General Partner filed a motion seeking dismissal of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner believes that all such pending
or outstanding litigation will be resolved without a material adverse effect
upon the business, financial condition or operations of the Partnership.
ITEM 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: No reports were filed during the quarter ended June
30, 1998.
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 and Chief
Accounting Officer
Date: August 7, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Income Properties, Ltd. IV 1998 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,757
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,552
<DEPRECIATION> 13,105
<TOTAL-ASSETS> 15,705
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 15,138
0
0
<COMMON> 0
<OTHER-SE> 291
<TOTAL-LIABILITY-AND-EQUITY> 15,705
<SALES> 0
<TOTAL-REVENUES> 2,225
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,665
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 756
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (196)
<EPS-PRIMARY> (1.46)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
