.
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 AND 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 0-14283
ANGELES INCOME PROPERTIES, LTD. IV
(name of small business issuer in its charter)
California
(State or other jurisdiction of 95-3974194
incorporation or organization) (I.R.S. Employer
Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $4,651,000
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 December 31, 1998. 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. IV (the "Partnership" or "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act on June 29, 1984. The Partnership's general partner is Angeles
Realty Corporation II, a California corporation (the "General Partner" or "ARC
II"). ARC II was wholly owned by 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 General Partner is now wholly-owned by
AIMCO. The Partnership Agreement provides that the Partnership is to terminate
on December 31, 2035 unless terminated prior to such date.
The Registrant, through its public offering of Limited Partnership Units, sold
131,800 units aggregating $65,900,000. The General Partner contributed capital
in the amount of $1,000 for a 2% interest in the Partnership. Since its initial
offering, the Partnership has not received, nor are limited partners required to
make, additional capital contributions. The Partnership is engaged in the
business of operating and holding real properties for investment (see "Item 2.
Properties"). The Partnership presently owns two investment properties. The
Partnership owned a general partnership interest in one additional property
which was sold in 1997 and that partnership was dissolved December 31, 1997.
The General Partner of the Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership's
properties in order to achieve the best possible return for the investors. Such
results may best be achieved through property sales or exchanges, refinancings,
debt restructurings or relinquishment of the assets. The Partnership intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets.
The Registrant has no employees. Management and administrative services are
provide by the General Partner and by agents retained by the General Partner.
These services were provided by affiliates of the General Partner for the nine
months ended September 30, 1998 and the year ended December 31, 1997. Effective
October 1, 1998 these services were provided by an unrelated party.
The business in which the Partnership is engaged is highly competitive. There
are other 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 General Partner in such market area,
could have a material effect on the rental market for the commercial space at
the Registrant's properties and the rents that may be charged for such space.
In addition, various limited partnerships have been formed by the General
Partner and/or affiliates to engage in business which may be competitive with
the Registrant.
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.
The Partnership receives income from its properties and is responsible for
operating expenses, capital improvements and debt service payments under
mortgage obligations secured by the properties. The Partnership financed one of
its properties through non-recourse debt. Therefore, in the event of default,
the lender can generally look only to the subject property for recovery of
amounts due.
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
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.
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 ultimately acquired a 100%
ownership interest in Insignia Properties Trust ("IPT"), the entity which
controls the General Partner. The 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 Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Eastgate Marketplace 08/29/86 Fee ownership Commercial
Walla Walla, Washington 147,000 sq.ft.
Factory Merchants Mall (1) 05/22/86 Fee ownership subject Commercial
Pigeon Forge, Tennessee to a first mortgage 200,000 sq.ft.
(1) Owned by a limited partnership of which the Registrant is the sole limited
partner.
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.
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)
Eastgate Marketplace $ 3,163 $ 2,191 5-20 yrs S/L $ 3,635
Factory Merchants Mall 20,428 11,454 5-20 yrs S/L 10,081
$23,591 $13,645 $13,716
See "Note A" of the consolidated financial statements included in "Item 7.
Financial Statements" 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
(in thousands) (in thousands)
Factory Merchants Mall
First mortgage $15,052 9.75% 25 years 10/2006 $12,955
See "Item 7. Financial Statements - Note C" for information with respect to the
Registrant's ability to prepay these loans and other specific details about the
loans.
RENTAL RATES AND OCCUPANCY:
Average annual rental rate and occupancy for 1998 and 1997 for each property:
Average Annual Average
Rental Rates Occupancy
Property 1998 1997 1998 1997
Eastgate Marketplace $ 3.94/s.f. $ 3.03/s.f. 98% 83% (1)
Factory Merchants Mall 12.72/s.f. 14.15/s.f. 95% 96%
(1) A lease was signed with a major tenant for the majority of the remaining
space available. During November 1997, the tenant took possession of this
space.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties are subject to competition from other
commercial buildings in the area. The General Partner believes that all of the
properties are adequately insured. All of the properties are in good physical
condition, subject to normal depreciation and deterioration as is typical for
assets of this type and age.
The following is a schedule of the lease expirations for the years 1999-2008:
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
(in thousands)
Eastgate Marketplace
1999 -- -- $ -- --
2000 1 1,150 11 1.98%
2001 -- -- -- --
2002 3 48,400 95 16.64%
2003 1 1,540 21 3.63%
2004 -- -- -- --
2005 1 2,400 21 3.67%
2006 -- -- -- --
2007 3 66,891 350 61.04%
2008 -- -- -- --
Factory Merchants Mall
1999 10 40,222 $445 17.55%
2000 5 16,794 256 10.13%
2001 11 60,858 911 36.00%
2002 5 13,334 198 7.84%
2003 3 16,208 224 8.86%
2004 2 13,562 189 7.46%
2005 1 2,500 36 1.42%
2006 1 3,797 51 2.01%
2007 -- -- -- --
2008 -- -- -- --
The following schedule reflects information on tenants occupying 10% or more of
the leasable square footage for Eastgate Marketplace:
Nature of Square Footage Annual Rent
Business Leased Per Square Foot Lease Expiration
Grocery Store 38,524 $4.40 11/30/07
Retail Store 22,400 3.20 11/30/13
Drug Store 46,000 1.35 09/30/02
Office Supply 25,600 6.03 11/30/07
Factory Merchants Mall has no tenants occupying 10% or more of the leasable
square footage (See "Notes A and H" of the consolidated financial statements
included in "Item 7. Financial Statements" for a description of the principle
terms of the leases of the properties).
REAL ESTATE TAXES AND RATES:
Real estate taxes and rates in 1998 for each property were:
1998 1998
Billing Rate
(in thousands)
Eastgate Marketplace $ 53 1.47%
Factory Merchants Mall 153 1.52%
CAPITAL IMPROVEMENTS:
Eastgate Marketplace
During the year ended December 31, 1998, the Partnership completed approximately
$164,000 of capital improvements at Eastgate Martketplace primarily consisting
of tenant improvements. These improvements were funded from cash flow from
operations. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $2,000 of capital improvements over the near-term. The
Partnership has budgeted capital improvements of $7,000 for 1999 which includes,
but is not limited to, tenant improvements.
Factory Merchants Mall
During the year ended December 31, 1998, the Partnership completed approximately
$59,000 of capital improvements at Factory Merchants Mall consisting of tenant
improvements and parking lot repairs. These improvements were funded from cash
flow from operations. Based on a report received from an independent third
party consultant analyzing necessary exterior improvements and estimates made by
the General Partner on interior improvements, it is estimated that the property
requires approximately $33,000 of capital improvements over the near-term. The
Partnership has budgeted capital improvements of $33,000 for 1999 which
includes, but is not limited to, tenant and building improvements.
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
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"). Fort Worth was dissolved subsequent to the sale in 1995. The
Plaintiff is suing for breach of contract and negligence for mismanagement of
the property. During February 1999, the General Partner settled with the
Plaintiff out of court for an amount of $410,000.
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 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 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 General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The 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 on 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
The Unit holders of the Partnership did not vote on any matter during the
quarter ended December 31, 1998.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, offered and sold 131,800
limited partnership units aggregating $65,900,000. The Partnership currently
has 4,736 holders of record owning an aggregate of 131,585 Units. Affiliates of
the Managing General Partner owned 22,173 units or 16.851% 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.
There were no distributions made to the partners during the years ended December
31, 1998 and 1997. Future cash distributions will depend on the levels of net
cash generated 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 after required
capital expenditures to permit any distributions to its partners in 1999 or
subsequent periods.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 matter, does not take into account the effects of
any change 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 Partnership's net loss for the year ended December 31, 1998 was
approximately $825,000, compared to net income of approximately $13,782,000 for
the corresponding period in 1997. The decrease in net income for the year ended
December 31, 1998, compared to the corresponding period in 1997, is primarily
due to the equity in income of the joint venture realized in 1997, as well as an
extraordinary gain on debt extinguishment of joint venture realized in 1997.
The equity in income of joint venture was a result of the gain realized on the
sale of Northtown Mall in the second quarter of 1997, and the extraordinary gain
on debt extinguishment, which also resulted from the sale of Northtown Mall.
Loss before equity in income of joint venture for the year ended December 31,
1998 was approximately $825,000 as compared to a loss of approximately $316,000
for the year ended December 31, 1997. This increase in loss before equity in
income of joint venture and extraordinary item is primarily due to the
settlement of litigation concerning a prior investment in a joint venture and to
a lesser extent, and an increase in general and administrative expenses.
Partially offsetting the increase in net loss was an increase in rental revenue.
The settlement of litigation concerning a prior investment in a joint venture
was accrued at December 31, 1998 and paid during February 1999 (See "Item 3.
Legal Proceeding" for further discussion). General and administrative expenses
increased due to an increase in legal fees related to the aforementioned
litigation. The increase in rental revenue for the year ended December 31,
1998, is primarily the result of an increase in occupancy at Eastgate
Marketplace partially offset by a decrease in rental income at Factory Merchants
Mall. The increase in occupancy at Eastgate Marketplace 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 the move-out of several
tenants during the year, partially offset by an increase in temporary tenants
that pay rent at below market rates.
General and administrative expenses increased primarily due to a partnership
management fee of $8,000. The fee was for executive and administrative
management services and was equal to 10% of "net cash available for
distributions" pursuant to the Partnership Agreement. Included in general and
administrative expenses at both December 31, 1998 and 1997 are management
reimbursements to the 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 and appraisals required
by the Partnership Agreement are also included.
During 1997, the Partnership sold Northtown Mall to an affiliate of the lender.
The sale resulted in net proceeds of approximately $1,200,000 after payment of
closing costs. The gain on sale amounted to approximately $16,243,000, and
approximately $7,384,000 was recognized as extraordinary gain on early
extinguishment of debt due to the full release of the property's non-recourse
indebtedness of approximately $51,000,000, as stipulated by the sales agreement.
The Partnership's pro-rata share of the gain on the sale of Northtown Mall is
included in equity in income of the joint venture, and the Partnership's pro-
rata share of the extraordinary gain on early extinguishment of debt is included
in equity in extraordinary gain on debt extinguishment. During the fourth
quarter of 1997, all remaining liabilities were paid and the joint venture was
terminated.
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 expense. 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.
Capital Resources and Liquidity
At December 31, 1998, the Partnership held cash and cash equivalents of
approximately $3,637,000 compared to approximately $3,559,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$599,000 of cash provided by operating activities, which was partially offset by
approximately $352,000 of cash used in investing activities and approximately
$169,000 of cash used in financing activities. Cash used in investing
activities consisted of property improvements and replacements and payment of
lease commissions which was partially offset by withdrawals from restricted
escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted of payments of principal made on the mortgages encumbering
the Registrant's properties. The Partnership invests its working capital
reserves in money market accounts.
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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Registrant has
budgeted, but is not limited to, approximately $40,000 in capital improvements
for all of the Registrant's properties in 1999. Budgeted capital improvements
include tenant improvements and building improvements. The capital expenditures
will be incurred only if cash is available from operations or from 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 mortgage
indebtedness of approximately $15,052,000 matures in October 2006. The General
Partner will attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Registrant will risk losing such property through
foreclosure.
There were no cash distributions for the year ended December 31, 1998 or 1997.
Future cash distributions will depend on the levels of net cash generated from
operations, refinancings, property sales and availability of cash reserves. The
Registrant's distribution policy is reviewed on a quarterly basis. There can be
no assurance, however, that the Registrant will generate sufficient funds from
operations after required capital expenditures to permit distributions to its
partners in 1999 or subsequent periods.
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 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. IV
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' Capital (Deficit) - 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. IV
We have audited the accompanying consolidated balance sheet of Angeles Income
Properties, Ltd. IV as of December 31, 1998, and the related consolidated
statements of operations, changes in partners' capital (deficit) 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. IV 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. IV
CONSOLIDATED BALANCE SHEET
December 31, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 3,637
Receivables and deposits, net of $68,000
allowance for doubtful accounts 746
Restricted escrows 459
Other assets 703
Investment properties (Notes C and F):
Land $ 2,708
Buildings and related personal property 20,883
23,591
Less accumulated depreciation (13,645) 9,946
$ 15,491
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 7
Tenant security deposit liabilities 7
Accrued property taxes 145
Other liabilities 618
Mortgage note payable (Note C) 15,052
Partners' Capital (Deficit)
General partner $ (1,146)
Limited partners (131,585 units
issued and outstanding) 808 (338)
$ 15,491
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1998 1997
Revenues:
Rental income $ 4,388 $ 4,275
Other income 264 304
Total revenues 4,652 4,579
Expenses:
Operating expenses 1,752 1,700
General and administrative 532 419
Depreciation 1,076 1,060
Interest 1,509 1,526
Property taxes 198 190
Loss on settlement (Note K) 410 --
Total expenses 5,477 4,895
Loss before equity in income of joint venture
and extraordinary item (825) (316)
Equity in income of joint venture (Note G) -- 9,173
(Loss) income before extraordinary item (825) 8,857
Equity in extraordinary gain on
debt extinguishment of joint venture (Note G) -- 4,925
Net (loss) income $ (825) $13,782
Net (loss) income allocated to $ (17) $ 276
general partner (2%)
Net (loss) income allocated to (808) 13,506
limited partner (98%)
$ (825) $13,782
Per limited partnership unit:
(Loss) income before extraordinary item $ (6.14) $ 65.96
Extraordinary item - equity in extraordinary
gain on debt extinguishment of joint venture -- 36.68
Net (loss) income $ (6.14) $102.64
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 131,800 $ 1 $ 65,900 $ 65,901
Partners' deficit at
December 31, 1996 131,585 $ (1,405) $(11,890) $(13,295)
Net income for the year
ended December 31, 1997 -- 276 13,506 13,782
Partners' (deficit) capital at
December 31, 1997 131,585 (1,129) 1,616 487
Net loss for the year ended
December 31, 1998 -- (17) (808) (825)
Partners' (deficit) capital at
December 31, 1998 131,585 $ (1,146) $ 808 $ (338)
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (825) $13,782
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Equity in income of joint venture -- (9,173)
Depreciation 1,076 1,060
Amortization of loan costs and leasing
commissions 117 105
Extraordinary item - equity in extraordinary
gain on debt extinguishment of joint venture -- (4,925)
Change in accounts:
Receivables and deposits (198) 5
Other assets 12 (80)
Accounts payable (30) (53)
Tenant security deposit liabilities -- (2)
Accrued taxes 7 --
Other liabilities 440 7
Net cash provided by operating activities 599 726
Cash flows from investing activities:
Property improvements and replacements (323) (402)
Lease commissions paid (56) (197)
Net withdrawals from (deposits to)
restricted escrows 27 (176)
Collection on advances to joint venture -- 455
Net cash used in investing activities (352) (320)
Cash flows used in financing activities:
Payments on mortgage notes payable (169) (155)
Net increase (decrease) in cash and cash equivalents 78 251
Cash and cash equivalents at beginning of year 3,559 3,308
Cash and cash equivalents at end of year $ 3,637 $ 3,559
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,478 $ 1,492
Supplemental disclosure of non-cash transaction:
Property improvements and replacements
in accounts payable $ -- $ 100
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. IV
Notes to Consolidated Financial Statements
December 31, 1998
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Income Properties, Ltd. IV (the "Partnership" or
"Registrant") is a publicly-held limited partnership organized under the Uniform
Limited Partnership Laws of California on June 29, 1984. The general partner
responsible for management of the Partnership's business is Angeles Realty
Corporation II, a California corporation (the "General Partner" or "ARC II").
ARC II is wholly-owned by 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 General Partner is now wholly-owned by AIMCO (See
"Note B - Transfer of Control"). The directors and officers of the General
Partner also serve as executive officers of AIMCO. The Partnership Agreement
provides that the Partnership is to terminate on December 31, 2035 unless
terminated prior to such date. The Partnership operates two commercial retail
centers located in Washington and Tennessee.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its wholly-owned limited partnership interest in Factory
Merchants, AIP IV, L.P. and AIP IV GP, LP. The Partnership may remove the
general partner of Factory Merchants, AIP IV, L.P. and AIP IV GP, LP; therefore,
the partnerships are controlled and consolidated by the Partnership. All
significant interpartnership balances have been eliminated. Minority interest
is immaterial and not shown separately in the financial statements.
Investment in Joint Venture: The Partnership accounted for its investment in
joint venture using the equity method of accounting (see "Note G"). Under the
equity method of accounting, the Partnership records its equity interest in
earnings or losses of the joint venture.
Allocations of Profits, Gains and Losses: In accordance with the Partnership
Agreement, any gain from the sale or other disposition of Partnership assets
will be allocated first to the General Partner to the extent of the amount of
any brokerage compensation and incentive interest to which the General Partner
is entitled. Any gain remaining after said allocation will be allocated to the
General Partner and Limited Partners in proportion to their interests in the
Partnership.
The Partnership will allocate other profits and losses 2% to the General Partner
and 98% to the Limited Partners.
Except as discussed below, the Partnership will allocate distributions 2% to the
General Partner and 98% 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:
First, to the General Partner, on account of the current and accrued management
fee payable, deferred as contemplated therein; Second, to the partners in
proportion to their interests until the Limited Partners have received proceeds
equal to their original capital investment applicable to the property; Third, to
the partners until the Limited Partners have received distributions from all
sources equal to their 8% cumulative distribution; Fourth, to the General
Partner until it has received its brokerage compensation and Thereafter, 88% to
the Limited Partners in proportion to their interests and 12% ("Incentive
Interest") to the General Partner.
Uses 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.
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 at a borrowing rate currently available to the Partnership,
approximates its carrying balance.
Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds and certificates of deposit with original maturities 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 provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984 and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 7 years.
Loan Costs: Loan costs of approximately $337,000, less accumulated amortization
of approximately $76,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.
Tenant Security Deposits: The Partnership may require security deposits from
certain commercial space lessees for the duration of the lease and such deposits
are included in receivables and deposits. Deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.
Leases: Commercial building lease terms are generally for one to twenty years.
Several tenants have percentage rent clauses which provide for additional rent
upon the tenant achieving certain rental objectives. Percentage rent totaled
approximately $230,000 in 1998 and approximately $307,000 in 1997. For leases
containing fixed rental increases during their term, rents are recognized on a
straight-line basis over the term of the lease. For all other leases, rents are
recognized over the terms of the leases as earned. In addition, the General
Partner's policy is to offer rental concessions during particularly slow months
or in response to heavy competition from other similar commercial retail malls
in the area. Concessions are charged against rental income as incurred.
Lease Commissions: Lease Commissions of approximately $607,000, which are
included in other assets in the accompanying consolidated balance sheet, are
amortized on a straight-line basis over the terms of the respective leases.
Current accumulated amortization is approximately $292,000.
Investment Properties: Investment properties consist of two commercial retail
malls and are stated at cost. Acquisition fees are capitalized as a cost of
real estate. In accordance with SFAS 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. Costs of commercial properties that have
been permanently impaired have been written down to appraised value. No
adjustments for impairment of value were recorded in the years ended December
31, 1998 or 1997.
Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued SFAS 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 required disclosure.
Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $3,000 and $15,000 for the years ended
December 31, 1998 and 1997, respectively were charged to operating expense as
incurred.
Reclassification: Certain reclassifications have been made to the 1997
information 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 ("AIMCO"), 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 General Partner. The 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 principle terms of the mortgage note payable are as follows:
Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)
Factory Merchants Mall
First mortgage $15,052 $ 137 9.75% 10/2006 $12,955
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. Prepayment penalties are imposed if the mortgage note is repaid prior
to maturity. Further, the property may not be sold subject to existing
indebtedness.
The estimated fair value of the Partnership's debt is approximately $15,052,000.
This estimate is not necessarily indicative of the amount the Partnership may
pay in an actual market transaction.
Scheduled principal payments for the mortgage note payable subsequent to
December 31, 1998, are as follows (in thousands):
1999 $ 188
2000 207
2001 228
2002 251
2003 277
Thereafter 13,901
$15,052
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, no provision for income taxes is made in the consolidated financial
statements of the Partnership. Taxable income or loss of the Partnership is
reported in the income tax returns of its partners.
The following is a reconciliation of reported net (loss) income and Federal
taxable (loss) income (in thousands, except per unit data):
1998 1997
Net (loss) income as reported $ (825) $13,782
Add (deduct):
Depreciation differences 54 51
Change in prepaid rental 60 8
Accrued expenses 415
Investment in joint venture -- (2,666)
Other (1,175) (1,223)
Federal taxable income (loss) $(1,471) $ 9,952
Federal taxable income (loss) per
limited partnership unit $(10.96) $ 65.45
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities(in thousands)
Net liabilities as reported $ (338)
Land and buildings 2,692
Accumulated depreciation 1,078
Syndication 8,848
Other 663
Net assets - tax basis $12,943
NOTE E - 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. The following payments were made to the General
Partner and affiliates during the year ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included
operating expenses) $130 $131
Partnership management fee (2) 8 --
Lease Commissions
(included in other assets) 57 175
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 144 197
1. Included in "Reimbursements for services of affiliates" is approximately
$27,500 for consulting performed by an affiliate of the General Partner for
the year ended December 31, 1998. Also included are approximately $1,000
of construction oversight reimbursements were paid to the General Partner
and its affiliates during the years ended December 31, 1998 and 1997.
2. 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.
During the years ended December 31, 1997 and for the nine months ending
September 30, 1998, affiliates of the General Partner were entitled to varying
percentages of gross receipts from all of the Registrant's commercial properties
as compensation for providing property management services. These services were
performed by affiliates of the General Partner during 1997 and for the nine
months ending September 31, 1998 and were $131,000 and $130,000, respectively.
Effective October 1, 1998 (the effective date of the Insignia Merger (See "Note
B")) these services for the commercial properties were performed by an unrelated
party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $144,000 and $197,000 for the
years ended December 31, 1998 and 1997, respectively.
AIMCO currently owns, through its affiliates, a total of 22,173 limited
partnership units or 16.851%. 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 General Partner because of their affiliation
with the 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 General
Partner 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 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 General Partner by virtue of the
agent's obligations was not significant.
NOTE F - REAL ESTATE AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Net Costs
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrance Land Property Acquisition
(in thousands) (in thousands)
Eastgate Marketplace $ -- $ 901 $ 3,991 $(1,729)
Walla Walla, Washington
Factory Merchants Mall 15,052 2,414 16,155 1,859
Pigeon Forge, Tennessee
Totals $15,052 $ 3,315 $20,146 $ 130
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1998
(in thousands)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Eastgate Marketplace $ 294 $ 2,869 $ 3,163 $ 2,191 08/29/86 10-20
Walla Walla, Washington
Factory Merchants Mall
Pigeon Forge, Tennessee 2,414 18,014 20,428 11,454 05/22/86 10-20
Totals $ 2,708 $20,883 $23,591 $13,645
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended December 31,
1998 1997
(in thousands)
Investment Properties
Balance at beginning of year $23,368 $22,866
Property improvements 223 502
Balance at end of year $23,591 $23,368
Accumulated Depreciation
Balance at beginning of year $12,569 $11,509
Additions charged to expense 1,076 1,060
Balance at end of year $13,645 $12,569
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1998 and 1997, is approximately $26,283,000 and $26,060,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1998 and 1997, is approximately $12,567,000 and $11,545,000
respectively.
NOTE G - INVESTMENT IN JOINT VENTURE
The Partnership had a 66.7% investment in Northtown Mall Partners ("Northtown").
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
$16,243,000 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.
The condensed statement of operations of Northtown for the year ended December
31, 1997, is summarized as follows:
1997
(in thousands)
Revenues $ 2,738
Costs and expenses (3,529)
Gain on disposal of
property 16,243
Income before extraordinary item 15,452
Extraordinary item - gain on early
extinguishment of debt 7,384
Net income $22,836
The Partnership's equity in income of the joint venture was approximately
$9,173,000 for the year ended December 31, 1997. For the year ended December
31, 1997, the Partnership recognized approximately $4,925,000 in equity in
extraordinary gain on debt extinguishment related to the sale of Northtown Mall,
as discussed below.
NOTE H - OPERATING LEASES
Tenants of the commercial properties are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes. Tenants are
generally not required to pay a security deposit.
As of December 31, 1998, the Partnership had minimum future rentals under
noncancellable leases with initial or remaining terms in excess of one year as
follows (in thousands):
1999 $ 2,822
2000 2,469
2001 1,706
2002 1,356
2003 1,057
Thereafter 3,019
$12,429
NOTE I - GROUND LEASE
Factory Merchants Mall is subject to three ground leases. The aggregate annual
lease expense was approximately $176,000 and $188,000 for the years ended
December 31, 1998 and 1997, respectively. Such amounts are included in the
statements of operation as operating expenses. The terms of two of the leases
provide for increases every year, based on the Consumer Price Index. The terms
of the third lease provide for increases every five years, based on the Consumer
Price Index.
As of December 31, 1998, the aggregate minimum rental payments under the land
leases are as follows (in thousands):
1999 $ 176
2000 176
2001 176
2002 176
2003 176
Thereafter 4,268
$5,148
NOTE J - DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION
Description of the types of products and services from which the reportable
segment derives its revenues:
As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Partnership has one reportable segment: commercial
properties. The Partnership's commercial property segment consists of two
retail shopping centers in two states in the United States. These properties
lease space to a grocery chain, various specialty retail outlets and fast food
enterprises at terms ranging from 12 months to 14 years.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the years 1998 and 1997 is shown in the tables below (in
thousands). The "Other" Column includes partnership administration related
items and income and expense not allocated to the reportable segment.
1998
Commercial Other Totals
Rental income $ 4,387 $ -- $ 4,387
Other income 121 143 264
Interest expense 1,509 -- 1,509
Depreciation 1,076 -- 1,076
General and administrative expense -- 532 532
Segment (loss) 27 798 825
Total assets 12,144 3,347 15,491
Capital expenditures for investment
properties 223 -- 223
1997
Commercial Other Totals
Rental income $ 4,275 $ -- $ 4,275
Other income 151 153 304
Interest expense 1,526 -- 1,526
Depreciation 1,060 -- 1,060
General and administrative expense -- 419 419
Gain on equity of debt
extinguishment of joint venture -- 4,925 4,925
Equity in income of joint venture -- 9,173 9,173
Segment (loss) profit (50) 13,832 13,782
Total assets 13,043 3,125 16,168
Capital expenditures for investment
properties 502 -- 502
NOTE K - 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"). Fort Worth was dissolved subsequent to the sale in 1995. The
Plaintiff is suing for breach of contract and negligence for mismanagement of
the property. During February 1999, the General Partner settled with the
Plaintiff out of court for an amount of $410,000.
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 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 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 General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The 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 on 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
DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1998 or 1997
audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
Angeles Realty Corporation II ("ARC II" or the "General Partner") is 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 was an affiliate of Insignia.
Effective February 26, 1999, IPT was merged into Apartment Investment and
Management Company ("AIMCO"). Thus, the General Partner is now wholly-owned by
AIMCO.
The names of the directors and executive officers of ARC II, their ages and the
nature of all positions with ARC II presently held by them are as follows:
Name Age Position
Patrick J. Foye 41 Executive Vice President and Director
Timothy R. Garrick 42 Vice President - Accounting and Director
Patrick J. Foye has been Executive Vice President and Director of the 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 AICMO and Vice
President-Accounting and Director of the 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
Neither the General Partner nor any of the directors and officers of the General
Partner received any remuneration from Angeles Income Properties, Ltd. IV (the
"Partnership" or "Registrant").
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
AIMCO Properties, LP 1,064 0.81%
Cooper River Properties, LLC 12,561 9.55%
Insignia Properties LP 8,548 6.50%
Cooper River Properties, LLC and Insignia Properties LP are indirectly
ultimately owned by AIMCO. Their business address is 55 Beattie Place,
Greenville, SC 29602.
AIMCO Properties, LP is an affiliate AIMCO. Its business address is 1873 South
Bellaire Street, 17th Floor, Denver, CO 80222.
No director or officer of the General Partner owns any Units.
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 General Partner. AIMCO and its affiliates
currently own 16.86% 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 or 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 of Limited Partnership
of the Partnership, which provide that upon a vote of the Limited Partners
holding more than 50% of the then outstanding Limited Partnership Units the
General Partner may be expelled from the Partnership upon 90 days written
notice. In the event that a successor general partner has 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 Partner an amount equal to the accrued and unpaid management fee
described in Article 10 of the Agreement and to purchase the General Partner's
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
Partner's capital account and (ii) the fair market value of the share of
distributable net proceeds to which the General Partner 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
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. The following payments were made to the General
Partner and affiliates during the year ended December 31, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included
operating expenses) $130 $131
Partnership management fee (2) 8 --
Lease Commissions
(included in other assets) 57 175
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) (1) 144 197
1. Included in "Reimbursements for services of affiliates" is approximately
$27,500 for consulting performed by an affiliate of the General Partner for
the year ended December 31, 1998. Also included are approximately $1,000
of construction oversight reimbursements were paid to the General Partner
and its affiliates during the years ended December 31, 1998 and 1997.
2. 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.
During the years ended December 31, 1997 and for the nine months ending
September 30, 1998, affiliates of the General Partner were entitled to varying
percentages of gross receipts from all of the Registrant's commercial properties
as compensation for providing property management services. These services were
performed by affiliates of the General Partner during 1997 and for the nine
months ending September 31, 1998 and were $131,000 and $130,000, respectively.
Effective October 1, 1998 (the effective date of the Insignia Merger (See "Note
B")) these services for the commercial properties were performed by an unrelated
party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $144,000 and $197,000 for the
years ended December 31, 1998 and 1997, respectively.
In August 1998, an affiliate of the General Partner (the "Purchaser") commenced
a tender offer for limited partners interests in the Partnership. The Purchaser
offered to purchase up to 50,000 of the outstanding units of limited partnership
interest in the Partnership, at $75.00 per Unit, net to the seller in cash. As
a result of the tender offer, the Purchaser acquired 12,561 of the outstanding
Limited Partnership units.
AIMCO currently owns, through its affiliates, a total of 22,173 limited
partnership units or 16.851%. 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 General Partner because of their affiliation
with the General Partner.
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 filed during the quarter ended December 31, 1998:
Current Report on Form 8-K, dated October 1, 1998 and filed October 16,
1998, disclosing the change in control of the Partnership 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. IV
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
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 Executive Vice President Date: March 26, 1999
Patrick J. Foye and Director
/s/ Timothy R. Garrick Vice President - Accounting Date: March 26, 1999
Timothy R. Garrick and Director
ANGELES INCOME PROPERTIES, LTD. IV
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT (incorporated by reference to Exhibit 2.1
of Registrant's Current Report on Form 8-K dated October 1,
1998).
3.1 Amended Certificate and Agreement of the Limited Partnership
filed in Amendment Number 2 to Form S-11 dated April 25, 1985
which is incorporated herein by reference
10.1 Agreement of Purchase and Sale of Real Property with Exhibits -
Northtown Mall filed in Form 8K dated July 15, 1985 which is
incorporated herein by reference
10.2 Agreement of Purchase and Sale of Real Property with Exhibits-
Burlington Mall Partners filed in Form 8K dated December 19, 1985
which is incorporated herein by reference
10.3 Agreement of Purchase and Sale of Real Property with Exhibits -
Moraine West Carrollton Partners filed in Form 8K dated December
20, 1985 which is incorporated herein by reference
10.4 Agreement of Purchase and Sale of Property with Exhibits -
Factory Merchants Etc. Mall-Phase I and Phase II filed in Form
8K dated May 22, 1986 which is incorporated herein by reference
10.5 Promissory Note - Fort Worth Center and the W.T. Waggoner
Building filed in Form 8K dated July 16, 1986 which is
incorporated herein by reference
10.6 Deed of Trust, Assignment of Leases and Rents and Security
Agreement - Fort Worth Center and the W.T. Waggoner Building
filed in Form 8K dated July 16, 1986 which is incorporated herein
by reference
10.7 Deed of Trust - Option - Fort Worth Center and the W.T. Waggoner
Building filed in Form 8K dated July 16, 1986 which is
incorporated herein by reference
10.8 Security Agreement - Fort Worth Center and the W.T. Waggoner
Building filed in Form 8K dated July 16, 1986 which is
incorporated herein by reference
10.9 Option Agreement - Fort Worth Center and the W.T. Waggoner
Building filed in Form 8K dated July 16, 1986 which is
incorporated herein by reference
10.10 Covenant not to compete - Fort Worth Center and the W.T. Waggoner
Building filed in Form 8K dated July 16, 1986 which is
incorporated herein by reference
10.12 Acquisition or Disposition of Assets - Fort Worth Option Joint
Venture - filed in form 8K dated November 1, 1987, which is
incorporated herein by reference
10.13 Promissory Note - Northtown Mall. Filed in Form 10-K dated
December 31, 1990, Exhibit 10.13, which is incorporated herein by
reference
10.14 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation II, a subsidiary of MAE GP Corporation, filed in Form
8-K dated December 31, 1992, which is incorporated herein by
reference
10.15 Acquisition or Disposition of Assets - Moraine West Carrollton -
filed in Form 8-K dated July 21, 1994, which is incorporated
herein by reference.
10.16 Promissory note - dated August 19, 1996, between Factory
Merchants AIP IV, L.P., and Union Capital Investments, LLC.
16 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. IV 1998 Year-End 10-KSB and is qualified in its entirety
by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000763049
<NAME> ANGELES INCOME PROPERTIES, LTD. IV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,637
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 23,591
<DEPRECIATION> 13,645
<TOTAL-ASSETS> 15,491
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 15,052
0
0
<COMMON> 0
<OTHER-SE> (338)
<TOTAL-LIABILITY-AND-EQUITY> 15,491
<SALES> 0
<TOTAL-REVENUES> 4,652
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,752
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,509
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (825)
<EPS-PRIMARY> (6.14)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
