FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-15547
ANGELES INCOME PROPERTIES, LTD. V
(Exact name of small business issuer as specified in its charter)
California 95-4049903
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES INCOME PROPERTIES, LTD. V
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 106
Restricted--tenant security deposits 60
Accounts receivable 7
Escrow for taxes 88
Other assets 85
Investment properties:
Land $ 923
Buildings and related personal property 8,204
9,127
Less accumulated depreciation (2,363) 6,764
$ 7,110
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 9
Tenant security deposits 61
Accrued interest 2,168
Due to affiliates 959
Other liabilities 114
Notes payable, including $3,720 in default 9,348
Partners' Deficit
General partner $ (446)
Limited partners (45,021 units issued
and outstanding) (5,103) (5,549)
$ 7,110
See Accompanying Notes to Financial Statements
b) ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 361 $ 744 $ 729 $ 1,272
Other income 50 50 100 65
Total revenues 411 794 829 1,337
Expenses:
Operating 148 184 347 439
General and administrative 54 61 111 128
Maintenance 29 70 64 129
Depreciation 54 96 121 191
Interest 286 470 627 1,172
Bad debt (recovery) expense, net (1) 7 (1) 7
Property taxes 15 111 64 225
Total expenses 585 999 1,333 2,291
Loss before equity in income
of joint ventures, loss on
transfer of property in
foreclosure and extraordinary
gain (174) (205) (504) (954)
Equity in income of joint
ventures -- 1,009 -- 1,198
Loss on transfer of property in
foreclosure (435) -- (435) --
(Loss) income before
extraordinary item (609) 804 (939) 244
Extraordinary gain -
forgiveness of debt 1,176 497 1,176 497
Net income $ 567 $ 1,301 $ 237 $ 741
Net income allocated
to general partner (1%) $ 6 $ 13 $ 2 $ 7
Net income allocated
to limited partners (99%) 561 1,288 235 734
Net income $ 567 $ 1,301 $ 237 $ 741
Per limited partnership unit:
(Loss) income before
extraordinary item $(13.39) $ 17.51 $(20.64) $ 5.31
Extraordinary item 25.86 10.83 25.86 10.83
Net income $ 12.47 $ 28.34 $ 5.22 $ 16.14
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 45,450 $ 1 $ 45,450 $ 45,451
Partners' deficit at
December 31, 1995 45,021 $ (448) $ (5,338) $ (5,786)
Net income for the six
months ended June 30, 1996 -- 2 235 237
Partners' deficit at
June 30, 1996 45,021 $ (446) $ (5,103) $ (5,549)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 237 $ 741
Adjustments to reconcile net income
to net cash provided by operating activities:
Equity in income of joint ventures -- (1,198)
Depreciation 121 191
Amortization of loan costs 9 57
Bad debt (recovery) expense, net (1) 7
Loss on transfer of property in foreclosure 435 --
Extraordinary gain - forgiveness
of debt (1,176) (497)
Change in accounts:
Restricted cash 7 (16)
Accounts receivable 11 (32)
Escrows for taxes 11 (35)
Other assets -- (4)
Accounts payable (26) (7)
Tenant security deposit liabilities 4 14
Accrued taxes -- 92
Accrued interest 354 772
Due to affiliates 77 110
Other liabilities (14) 6
Net cash provided by operating activities 49 201
Cash flows from investing activities:
Cash transferred upon foreclosure (179)
Property improvements and replacements (17) --
Net cash used in investing activities (196) (18)
Cash flows used in financing activities:
Payments on mortgage notes payable (40) (36)
Net (decrease) increase in cash (187) 147
Cash at beginning of period 293 300
Cash at end of period $ 106 $ 447
Supplemental disclosure of cash flow information:
Cash paid for interest $ 263 $ 309
Supplemental disclosure of non-cash financing activities:
Debt extinguished upon foreclosure $ 850 $ --
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. V
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
(Unaudited)
Foreclosures
During 1996, Angeles Income Properties, Ltd. V lost its interest in University
Center Phase III as the mortgage holder of this property foreclosed on its
collateral.
In connection with the transaction, the following accounts were adjusted:
Cash $ 179,000
Other Assets 2,000
Investment Properties 435,000
Accounts Payable and Other
Accrued Liabilities 113,000
Accrued Interest 394,000
Mortgage Note Payable 850,000
See Accompanying Notes to Financial Statements
e) ANGELES INCOME PROPERTIES, LTD. V
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
The accompanying financial statements have been prepared assuming Angeles Income
Properties, Ltd. V (the "Partnership") will continue as a going concern. The
Partnership has incurred recurring operating losses and continues to suffer from
inadequate liquidity. It is also in default on $3,720,000 in notes payable to
Angeles Mortgage Investment Trust ("AMIT") and does not generate sufficient cash
flows to meet current operating requirements. In addition, there are limited
identified capital resources available to the Partnership.
Until November 1995, the Partnership had a recourse first mortgage note payable
to AMIT, a lending trust sponsored by an affiliate of the General Partner, in
the amount of $1,800,000 plus accrued interest on University Park Center - Phase
IV that was in default due to nonpayment of interest. In May 1995, AMIT
initiated foreclosure proceedings and acquired the property in a sheriff's sale,
subject to Minnesota law of one year right of redemption, leaving a deficiency
judgment. In November 1995, the Partnership granted to AMIT Deeds in Lieu of
Foreclosure on University Park Center - Phases I and II and agreed to waive the
right of redemption on Phase IV (See "Note C" for further discussion). The
Partnership's mortgage of $850,000 secured by University Park Center - Phase III
was in default due to nonpayment of interest. The lender foreclosed on
University Park Center - Phase III in 1996.
The Partnership has second mortgages totalling $3,720,000 and secured by
Southgate Village Apartments and Springdale Lake Estates Mobile Home Park. This
indebtedness is in default due to nonpayment upon maturity and is recourse to
the Partnership. On February 29, 1996, a formal demand for payment of the
unpaid principal balance and accrued interest was received from AMIT for the
debt secured by Southgate Village Apartments. On June 12, 1996, AMIT filed a
Complaint For Foreclosure and Other Relief. The General Partner does not intend
to contest the foreclosure and anticipates that this property will be lost in
1997 through foreclosure. On April 11, 1996, a formal demand for payment of the
unpaid principal balance and accrued interest was received from AMIT for the
debt secured by Springdale Lake Estates Mobile Home Park.
The Partnership is presently paying non-debt related expenses of the properties
and is current on its two first mortgage notes payable. The General Partner
does not have any other plans to remedy the liquidity problems the Partnership
is currently experiencing; however, it intends to continue to operate the
Partnership as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and classification of liabilities that may
result from this uncertainty.
Note B - Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1996, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-KSB for the fiscal year ended December 31, 1995.
Certain reclassifications have been made to 1995 information to conform to the
1996 presentation.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
The following expenses were paid or accrued to the General Partner and
affiliates during the six months ended June 30, 1996 and 1995:
1996 1995
(in thousands)
Property management fees $ 41 $ 48
Reimbursement for services of
affiliates ($951,000 accrued at
June 30, 1996) 69 110
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ACII").
Note C - Transactions with Affiliated Parties (continued)
Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles
Acceptance Directives, Inc.("AAD"), an affiliate of the General Partner, was
until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part
of a settlement of claims between affiliates of the General Partner and Angeles,
AAD resigned as general partner of AAP and simultaneously received a 1/2%
limited partner interest in AAP.
This working capital loan funded the Partnership's operating deficits in prior
years. Total indebtedness, which is included as a note payable, was
approximately $198,000 at June 30, 1996, and June 30, 1995, with monthly
interest only payments at prime plus 2%. Principal is to be paid the earlier of
i) the availability of funds, ii) the sale of one or more properties owned by
the Partnership, or iii) November 25, 1997. Total interest expense for this
loan was $10,000 and $11,000 for the six months ended June 30, 1996 and 1995,
respectively.
AMIT currently provides financing to the Partnership in the total principal
amount of $3,720,000 secured by Southgate Village Apartments and Springdale Lake
Estate Mobile Home Park. All of this debt is in default at June 30, 1996.
During the six months ended June 30, 1995, AMIT provided $6,400,000 in financing
(principal only) to the Partnership secured by Southgate Village Apartments,
Springdale Lake Estates Mobile Home Park and University Park Center - Phase IV.
Total interest expense on this financing was $333,000 and $567,000 for the six
months ended June 30, 1996 and 1995, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP has declined to vote these shares. Since that date, MAE GP
voted its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
However, MAE GP may choose to vote these shares as it deems appropriate in the
future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the
General Partner and an affiliate of Insignia Financial Group, Inc., which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
Note C - Transactions with Affiliated Parties (continued)
As part of the settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B Shares. This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On these matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
The Partnership also had a note payable to Mesa Dunes, Wakonda and Town &
Country Partners ("Mesa Dunes") of $5,000,000, secured by its 50% interest in
Mesa Dunes, in default due to non-payment of interest and, in February 1995,
Mesa Dunes notified the Partnership that it intended to foreclose on its
collateral. On April 1, 1995, Mesa Dunes foreclosed on its collateral and the
Partnership lost its 50% interest in Mesa Dunes.
Note D - Other Items
The Partnership had a 57% interest in Angeles Fort Worth Option Joint Venture
("Fort Worth"). Fort Worth's remaining asset was sold on March 22, 1995, and
all remaining cash was used to pay Fort Worth's liabilities. As a result, Forth
Worth was dissolved effective December 31, 1995, and therefore, the Partnership
lost its 57% interest in Forth Worth.
Note E - Foreclosure of University Park Center - Phase III
University Park Center - Phase III was in default of its mortgage ($850,000
principal plus accrued interest) due to non-payment of interest. The mortgage
holder foreclosed upon this property and it was lost in 1996.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The Partnership's investment properties consist of one apartment complex and one
mobile home park. The following table sets forth the average occupancy of the
properties for the six months ended June 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Southgate Village Apartments
Bedford Heights, Ohio 94% 92%
Springdale Lake Estates Mobile Park
Belton, Missouri (1) 74% 77%
(1) Occupancy continues to be an issue at this property. The low occupancy can
be attributed to the weak economy in the Belton, Missouri, area and due to
mobile home dealers purchasing mobile homes and moving these homes to the
dealership or to private ground.
The Partnership realized net income of $237,000 for the six months ended June
30, 1996, as compared to net income of $741,000 for the six months ended June
30, 1995. The Partnership realized net income of $567,000 for the three months
ended June 30, 1996, as compared to net income of $1,301,000 for the three
months ended June 30, 1995. Decreases in revenues and expenses can be
attributed to the loss of University Park Center Phases I, II and IV in late
1995 and the loss of University Park Center Phase III in 1996. In addition,
interest expense decreased due to the $880,000 principal reduction on the second
mortgage secured by Springdale Lake Estates Mobile Home Park in 1995 (see
discussion below). Property taxes at Springdale Lake Estates Mobile Home Park
have decreased due to the assessed value of the property decreasing
approximately $400,000 in 1995. The Partnership realized a gain on the
foreclosure of University Park Center - Phase III of $741,000, net, in 1996 (see
discussion below).
The Partnership had a 50% investment in Mesa Dunes and a 57% investment in Fort
Worth. As mentioned previously, the Partnership lost its 50% interest in Mesa
Dunes on April 1, 1995, as Mesa Dunes foreclosed on its collateral for the note
in default. Fort Worth's general partners decided to terminate this joint
venture in 1995 after the W.T. Wagoner Building, Fort Worth's remaining
property, was sold on March 22, 1995. All remaining cash was used to pay Forth
Worth's liabilities in January 1996. Due to the loss of ownership interest in
Mesa Dunes and the dissolution of Forth Worth, the Partnership had no equity
earnings in joint ventures for the six months ended June 30, 1996, versus equity
in income of the joint ventures for the six months ended June 30, 1995 of
$1,198,000.
The net fair value of University Park Center - Phase III was zero on the date of
foreclosure. The recorded net book value of University Park Center - Phase III
on the date of foreclosure totaled $435,000. The net gain on foreclosure
amounted to $741,000 of which $435,000 represented a loss on transfer of
property in foreclosure and $1,176,000 represented a gain on the extinguishment
of related debt. The gain on transfer of assets represents the difference
between the fair value and the net book value of the property surrendered. The
extraordinary gain represents the difference between the settlement amount of
the debt and the recorded amount of debt extinguished in the foreclosure.
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, 1996, the Partnership had unrestricted cash of $106,000 compared to
$447,000 at June 30, 1995. Net cash provided by operating activities decreased
due to the decreased net income, as discussed above. Net cash used in investing
activities increased due to $179,000 in cash transferred upon the foreclosure
of University Park Center - Phase III. Net cash used in financing activities
remained stable from 1995 to 1996.
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. The Partnership has incurred
recurring operating losses and continues to suffer from inadequate liquidity.
It is also in default on $3,720,000 notes payable to AMIT and does not generate
sufficient cash flows to meet current operating requirements. In addition,
there are limited identified capital resources available to the Partnership.
Until November 1995, the Partnership had a recourse first mortgage note payable
to AMIT in the amount of $1,800,000 plus accrued interest on University Park
Center-Phase IV that was in default due to nonpayment of interest. In May 1995,
AMIT initiated foreclosure proceedings and acquired the property in a sheriff's
sale, subject of Minnesota law of one year right of redemption, leaving a
deficiency judgment. In November 1995, the Partnership granted to AMIT Deeds in
Lieu of Foreclosure on University Park Center-Phases I and II and agreed to
waive the right of redemption on Phase IV. AMIT also granted a reduction of
$880,000 of its second mortgage on Springdale Lakes Estates Mobile Home Park.
The Partnership's mortgage of $850,000, secured by University Park Center-Phase
III, was in default due to nonpayment of interest. The lender foreclosed on
University Park Center - Phase III in 1996.
The Partnership has second mortgages totalling $3,720,000 secured by Southgate
Village Apartments and Springdale Lake Estates Mobile Home Park. This
indebtedness is in default due to nonpayment upon maturity and is recourse to
the Partnership. On February 29, 1996, a formal demand for payment of the
unpaid principal balance and accrued interest was received from AMIT for the
debt secured by Southgate Village Apartments. On June 12, 1996, AMIT filed a
Complaint For Foreclosure and Other Relief. The General Partner does not intend
to contest the foreclosure and anticipates that this property will be lost in
1997 through foreclosure. On April 11, 1996, a formal demand for payment of the
unpaid principal balance and accrued interest was received from AMIT for the
debt secured by Springdale Lake Estates Mobile Home Park.
The Partnership is presently paying non-debt related expenses of the properties
and is current on its two first mortgage notes payable. The General Partner
does not have any plans to remedy the liquidity problems the Partnership is
currently experiencing; however, it intends to continue to operate the
Partnership as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and classification of liabilities that may
result from this uncertainty.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In July 1993, AMIT initiated litigation against Fort Worth and other
partnerships which loaned money to AMIT seeking to avoid repayment of such
obligations. The Partnership subsequently filed a counterclaim against AMIT
seeking to enforce the obligation, the principal amount of which is $2,240,000
plus accrued interest from March 1993 ("AMIT Obligation").
On November 9, 1994, Fort Worth executed a definitive Settlement Agreement to
settle the dispute with respect to the AMIT Obligation. The actual closing of
the Settlement occurred April 14, 1995. The Partnership's claim was satisfied
by a cash payment to Fort Worth by AMIT totalling $1,932,975 (the "Settlement
Amount") plus interest at closing.
MAE GP, an affiliate of the General Partner, owns 1,675,113 Class B Shares of
AMIT. MAE GP has the option to convert these Class B Shares, in whole or in
part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B
Shares. These Class B Shares entitle MAE GP to receive 1.2% of the
distributions of net cash distributed by AMIT. These Class B Shares also
entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP
to vote approximately 37% of the total shares (unless and until converted to
Class A Shares at which time the percentage of the vote controlled represented
by the shares held by MAE GP would approximate 1.2% of the vote). Between the
date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE
GP declined to vote these shares. Since that date, MAE GP voted its shares at
the 1995 annual meeting in connection with the election of trustees and other
matters. MAE GP has not exerted, and continues to decline to exert, any
management control over or participate in the management of AMIT. MAE GP may
choose to vote these shares as it deems appropriate in the future. In addition,
Liquidity Assistance, LLC, ("LAC"), an affiliate of the General Partner and an
affiliate of Insignia Financial Group, Inc., which provides property management
and partnership administration services to the Partnership, owns 63,200 Class
Shares of AMIT. These Class A Shares entitle LAC to vote approximately 1.5% of
the total shares.
As part of the settlement, MAE GP granted to AMIT an option to acquire the Class
B Shares. This option can be exercised at the end of 10 years or when all loans
made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994,
(which is the date of execution of a definitive Settlement Agreement) have been
paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE
GP cash in the sum of $250,000 at closing, which occurred on April 14, 1995, as
payment for the option. Upon exercise of the option, AMIT would remit to MAE GP
an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On these matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In addition, Angeles, either directly or through an affiliate, maintained a
central disbursement account (the "Account") for the properties and partnerships
managed by Angeles and its affiliates, including the Registrant. Angeles
caused the Partnership to make deposits to the Account ostensibly to fund the
payment of certain obligations of the Partnership. Angeles further caused
checks on such Account to be written to or on behalf of certain other
partnerships. At least $2,286 deposited by or on behalf of the Partnership was
used for purposes other than satisfying the liabilities of the Partnership.
However, subsequently the General Partner of the Partnership has determined that
the cost involved to pursue such claim would likely exceed any amount received,
if in fact such claim were to be resolved in favor of the Partnership.
Therefore, the Partnership withdrew this claim on August 9, 1995.
Finally, the Partnership has filed a Proof of Claim in the bankruptcy proceeding
of Angeles concerning the Partnership's indebtedness to AAP. The Proof of Claim
alleges that instead of causing the Partnership to pay AAP on account of such
debt in the amount of $605,000, Angeles either itself or through an affiliate,
caused the Partnership to make payment to another Angeles affiliate. To the
extent that such action results in the Partnership not receiving credit for the
payments so made, the Partnership would have been damaged in an amount equal to
the misappropriated payments. On August 9, 1995, AAP acknowledged constructive
receipt of such payment and, therefore, the General Partner withdrew this claim.
The Partnership, along with other affiliates, has been named in a suit brought
by a company which owned a 20% interest ("Plaintiff") in Fort Worth's investment
property, the W.T. Waggoner Building, which was sold in 1995. The Plaintiff is
suing for breach of contract and negligence for mismanagement of the property.
The General Partner believes that there is no merit in this suit and intends to
vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
(b) Reports on Form 8-K:
None.
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. V
By: Angeles Realty Corporation II
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO
Date: August 8, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. V 1996 Second Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000792181
<NAME> ANGELES INCOME PROPERTIES LTD. V
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 106
<SECURITIES> 0
<RECEIVABLES> 7
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 9,127
<DEPRECIATION> 2,363
<TOTAL-ASSETS> 7,110
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 9,348
0
0
<COMMON> 0
<OTHER-SE> (5,549)
<TOTAL-LIABILITY-AND-EQUITY> 7,110
<SALES> 0
<TOTAL-REVENUES> 829
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,333
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 627
<INCOME-PRETAX> (939)
<INCOME-TAX> 0
<INCOME-CONTINUING> (939)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,176
<CHANGES> 0
<NET-INCOME> 237
<EPS-PRIMARY> 5.22<F2>
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
