U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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 0-15547
ANGELES INCOME PROPERTIES, LTD. V
California 95-4049903
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
One Insignia Financial Plaza, P.O. Box 1089 29602
Greenville, South Carolina (Zip Code)
(Address of principal executive offices)
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 is not 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. $2,208,185
State the aggregate market value of the voting stock held by
nonaffiliates of the Registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within the past 60 days.
Market value information for Registrant's Partnership Interests is not
available. Should a trading market develop for these Interests, it is
Management's belief that such trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Angeles Income Properties, Ltd. V ("the Partnership" or "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to the Certificate and Agreement of Limited Partnership
(hereinafter referred to as "the Agreement") dated June 29, 1984. The
Partnership's general partner is Angeles Realty Corporation II, a California
corporation (hereinafter referred to as the "General Partner" or "ARCII").
The Partnership, through its public offering of Limited Partnership Units,
sold 45,450 units aggregating $45,450,000. The General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership. The
Partnership was formed for the purpose of acquiring fee and other forms of
equity interests in various types of real property. The Partnership presently
owns three investment properties. 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, 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 Partnership has no full time employees. The General Partner is vested
with full authority as to the general management and supervision of the business
and affairs of the Partnership. Limited Partners have no right to participate
in the management or conduct of such business and affairs. Insignia Management
Group, L.P. provides day-to-day management services for the Partnership's
investment properties.
The business in which the Partnership is engaged is highly competitive, and
the Partnership is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Partnership competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
Item 2. Description of Properties:
The following table sets forth the Registrant's investments in
properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Southgate Village Apts. 06/26/87 Fee ownership, subject to a Residential Rental
first and second mortgage 152 units
Springdale Lake Estates 12/31/86 Fee ownership, subject to a Residential Rental
Mobile Home Park first and second mortgage 443 pads
University Park Center- 06/29/87 Fee ownership, subject to a Commercial
Phase III first mortgage 26,410 sq. ft.
</TABLE>
The Partnership lost Phases I and II of University Park Center via a Deed in
Lieu of Foreclosure effective November 17, 1995 and Phase IV was lost through
foreclosure effective December 2, 1995.
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 nonpayment 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.
Finally, 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 will be used to pay Partnership liabilities. As
a result, Fort Worth was dissolved effective December 31, 1995, and, therefore,
the Partnership lost its 57% interest in Fort Worth.
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Southgate Village
Apartments $ 3,717,741 $ 1,027,440 5-40 yrs (1) 2,866,604
Springdale Lake
Estates Mobile
Home Park 5,392,202 1,214,305 5-40 yrs (1) 3,665,189
University Park
Center - Phase III 708,407 273,135 2-40 yrs (1) 1,240,437
$ 9,818,350 $ 2,514,880 $ 7,772,230
<FN>
(1) Straight line
</TABLE>
See Note B of the financial statements included in Item 7 for a description
of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Southgate Village Apts.
1st mortgage $ 2,653,935 10.63% 25 years 01/2006 $ 1,976,767
2nd mortgage, in
default (1) 2,000,000 11.50% (2) 03/1995 2,000,000
Springdale Lake Estates
Mobile Home Park
1st mortgage 2,815,487 8.75% 26 years 09/1998 2,693,054
2nd mortgage, in
default (1) 1,720,000 12.25% (2) 06/1995 1,720,000
University Park Center
Phase III, in default 850,000 10.68% (2) 12/2014 850,000
Angeles Income
Properties, Ltd., V
Note payable (4) 198,172 (3) (2) 11/1997 198,172
Total $10,237,594 $ 9,437,993
<FN>
(1) Loan provided by Angeles Mortgage Investment Trust
(2) Interest only payments
(3) Prime rate plus 2%
(4) Loan from Angeles Acceptance Pool, L.P.
</TABLE>
Average annual rental rate and occupancy for 1995 and 1994 for each property are
as follows:
<TABLE>
<CAPTION>
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Southgate Village Apts. $5,356/unit $5,389/unit 92% 94%
Springdale Lake Estates
Mobile Home Park 2,102/unit 2,145/unit 76%(2) 80%
University Park Center - 7.35/s.f. (1) 66% (1)
Phase III
<FN>
(1) Information relating to University Park Center - Phase III, which is in
receivership, was not available at December 31, 1994.
(2) Low occupancy can be attributed to mobile home dealers purchasing mobile
homes and moving these homes to the dealership or to private ground. In
addition, the economy in the Belton, Missouri area is not good.
</TABLE>
As noted under "Item 1. Description of Business", the real estate industry
is highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes, mobile home parks and
commercial buildings in the area. The General Partner believes that all of the
properties are adequately insured. The multi-family residential properties'
lease terms are for one year or less. No residential tenant leases 10% or more
of the available rental space.
The following is a schedule of the lease expirations for the years 1996-2005:
<TABLE>
<CAPTION>
Number of % of Gross
Expirations Square Feet Annual Rent Annual Rent
<S> <C> <C> <C> <C>
University Park Center
Phase III
1996 2 2,030 $18,565 26%
1997 -- -- -- --
1998 2 4,490 38,765 54%
1999 1 1,600 14,400 20%
2000-2005 -- -- -- --
</TABLE>
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Southgate Village Apts. $70,490 6.03
Springdale Lake Estates
Mobile Home Park 35,544 5.81
University Park Center - Phase III 44,930 5.37
Item 3. Legal Proceedings
In July 1993, Angeles Mortgage Investment Trust ("AMIT"), a real estate
investment trust formerly affiliated with Angeles Corporation ("Angeles"),
initiated litigation against Fort Worth and other partnerships which loaned
money to AMIT seeking to avoid repayment of such obligations. The Partnership
subsequently filed a counterclaim against AMIT seeking to enforce the
obligation, the principal amount of which is $2,240,000 plus accrued interest
from March 1993 ("AMIT obligation").
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
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.
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.
Also, AMIT made a loan to the Partnership on June 29, 1990, in the amount of
$2,600,000, secured by the Partnership's real property known as Springdale Lake
Estates Mobile Home Park. This loan was made on a non-recourse basis. AMIT now
asserts that this loan is recourse by virtue of a certain amendment purportedly
entered into as of November 1, 1992, but which the Partnership has been informed
and believes was actually executed in December of 1992 ("Note Modification").
The Partnership has been further informed and believes that the amendment may
have been executed at the direction of Angeles by an individual in his purported
capacity as an officer of the General Partner of the Partnership at a time when
such person was not in fact an officer of such entity. Accordingly, the
Partnership filed a Proof of Claim in the Angeles bankruptcy proceeding with
respect to such purported amendment. Additionally, the Partnership filed a
Proof of Claim in the Angeles Funding Corporation and Angeles Real Estate
Corporation bankruptcy proceedings on similar grounds. Both Angeles Funding
Corporation and Angeles Real Estate Corporation are affiliates of Angeles.
Angeles has agreed to cooperate with the Partnership in any action commenced by
or against them by AMIT asserting that the $2,600,000 obligation owed to AMIT is
recourse to the Partnership. Angeles further agreed to waive the attorney-
client privilege with respect to the Note Modification. Accordingly, the
Partnership withdrew its Proof of Claim on August 9, 1995.
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 Angeles
Acceptance Pool, L.P. ("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 Registrant is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Registrant believes that
all such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition or operations of the
Partnership.
Item 4. Submission of Matters to a Vote of Security Holders
The Unit holders of the Partnership did not vote on any matter during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security
Holder Matters
The Partnership, a publicly-held limited partnership, sold 45,450 Limited
Partnership Units during its offering period through June 10, 1987, and
currently has 45,021 Limited Partnership Units outstanding and 3,805 Limited
Partners of record. There is no intention to sell additional Limited Partnership
Units nor is there an established market for these units. During the year, the
number of Limited Partnership Units remained the same. In abandoning his or her
Limited Partnership Units, a Limited Partner relinquishes all right, title and
interest in the Partnership as of the date of abandonment.
The Partnership has discontinued making cash distributions from operations
until and unless the financial condition of the Partnership and other relevant
factors warrant resumption of distributions.
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
The Partnership realized net income of $4,633,549 for the year ended December
31, 1995, as compared to a net loss of $2,668,413 for the year ended December
31, 1994. The increase in net income for the year ended December 31, 1995,
versus the year ended December 31, 1994, is due primarily to decreased expenses,
increased equity income from the joint ventures and gains recognized as a result
of the foreclosure of University Park Center Phases I, II and IV.
The decrease in rental income for the year ended December 31, 1995, as
compared to the year ended December 31, 1994, is a result of a decreased
occupancy at Southgate Village Apartments and Springdale Lake Estates Mobile
Home Park. The increase in other income can be attributed to an increase in
lease cancellation fees, application fees and late charge collections at
Southgate Village Apartments.
The decrease in operating expenses for the year ended December 31, 1995,
versus the year ended December 31, 1994, is due to a decrease in water and sewer
expense at Springdale Lake Estates Mobile Home Park. During 1995, meter
readings of the property's water/sewer usage were read improperly resulting in
an approximate $100,000 reduction in charges to the property over 1994. Per
discussion with officials of the City of Belton (Missouri) Utility Company,
there is no way to quantify the amount of error in the readings, therefore the
property will not be billed for any catch-up. The decrease in general and
administrative expenses for the year ended December 31, 1995, as compared to the
year ended December 31, 1994, is primarily related to decreased expense
reimbursements for partnership administrative services. The increase in
maintenance expense for 1995 versus 1994 is primarily caused by increased
contract services for repairs and maintenance and an increase in snow removal
costs. The increase in contract services is due to a shortage of staff as a
result of the loss of the on-site maintenance technician. The decrease in
interest expense is due to the forgiveness of debt as the Partnership's interest
in Mesa Dunes was foreclosed upon in exchange for the $5,000,000 debt that the
Partnership owed to Mesa Dunes. Property tax expense decreased primarily due to
the decreased assessment of Springdale Lake Estates Mobile Home Park in 1995.
Bad debt expense relates to receivables deemed uncollectible from tenants at
University Park Center. Tenant reimbursements are lower in 1995 than in 1994.
Due to changes in the management companies at University Park Center Phase III,
the detail data needed to accurately estimate the receivable in 1994 was not
available.
The increase in the equity income of the joint venture can be attributed to
Fort Worth. On April 1, 1995, Fort Worth realized approximately $1,900,000 in
bad debt recovery as a result of a partial recovery of its receivable from
AMIT. In addition, at December 31, 1995, Fort Worth was effectively dissolved
resulting in approximately $5,200,000 in debt forgiveness as a result of the
write-off of all outstanding non-recourse liabilities of Fort Worth. Finally,
as a result of the sale of Fort Worth's remaining asset, the W.T. Waggoner
Building, on March 22, 1995, Fort Worth realized a considerable decrease in
costs and expenses from 1994 to 1995.
As a result of the loss of University Park Center Phases I, II and IV, the
Partnership realized a $313,121 gain on transfer of property in foreclosure and
a $1,929,788 extraordinary gain on forgiveness of debt. The gain on transfer of
property in foreclosure represents the difference between the fair value and the
net book value of the properties surrendered. The extraordinary gain represents
the difference between the settlement amount of the debt and the recorded amount
of the debt extinguished pursuant to foreclosure.
During 1994, the Partnership realized a loss on disposal of property of
$21,670. This loss is primarily due to the re-roofing of one of the five
buildings at the Springdale Lake Estates Mobile Home Park property resulting in
the write-off of the original roof not yet fully depreciated.
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.
Liquidity and Capital Resources
At December 31, 1995, the Partnership had unrestricted cash of $292,865
compared to $299,918 at December 31, 1994. Net cash provided by operating
activities increased due to increased net income. The increase in cash flows
used in investing activities is due to increased property improvements in 1995
and due to lack of distributions from joint ventures in 1995. Net cash used in
financing activities remained stable from 1994 to 1995.
The accompanying financial statements have been prepared assuming Angeles
Income Properties, Ltd. V (the "Partnership" or "Registrant") 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
$4,570,000 of certain of its mortgages and other notes payable and does not
generate sufficient cash flows to meet current operating requirements. In
addition, there are limited identified capital resources available to the
Partnership.
The Partnership had a recourse first mortgage note payable to Angeles Mortgage
Investment Trust ("AMIT"), a lending trust sponsored by a former 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 sherriff'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 is in default due to nonpayment of interest.
The lender has initiated foreclosure proceedings on Phase III, and the
Partnership expects to lose this property in 1996.
The Partnership has second mortgages to Angeles Mortgage Investment Trust
("AMIT"), a lending trust sponsored by a former affiliate of the General
Partner, totaling $3,720,000 and secured by Southgate Village Apartments and
Springdale Lake Estates Mobile Home Park. This indebtedness is in default due
to nonpayment of interest. In addition, the second mortgage in the amount of
$2,000,000 secured by Southgate Village Apartments is recourse to the
Partnership. Subsequent to December 31, 1995, a formal demand for payment of
the unpaid principal balance and accrued interest was received from the lender
for debt secured by Southgate Village Apartments. The aggregate amount of this
indebtedness at December 31, 1995 is $2,726,219.
The Partnership is presently paying non-debt related expenses of the
properties, is current on two first mortgage notes payable and is making partial
interest payments on the two second mortgages in default. The General Partner
does not have any other plans to remedy the liquidity problems the Partnership
is currently experiencing. 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.
Item 7. Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Deficit - Years ended December 31,
1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Income Properties, Ltd. V
We have audited the accompanying balance sheet of Angeles Income Properties,
Ltd. V as of December 31, 1995, and the related statements of operations,
changes in partners' deficit and cash flows for each of the two years in the
period ended December 31, 1995. 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
report.
The accompanying financial statements have been prepared assuming that Angeles
Income Properties, Ltd. V will continue as a going concern. As more fully
described in Note A, the Partnership has incurred recurring operating losses, is
in default on certain loans and does not generate sufficient cash flows to meet
current operating requirements. These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note A. The financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
Because of the possible material effects on the financial statements referred to
above of the matters described in the preceding paragraph, we are unable to, and
do not, express an opinion on these financial statements.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 13, 1996
ANGELES INCOME PROPERTIES, LTD. V
BALANCE SHEET
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $ 292,865
Restricted--tenant security deposits 67,082
Accounts receivable 17,505
Escrow deposit for taxes 99,139
Other assets 95,950
Investment properties (Notes D and G):
Land $ 1,008,411
Buildings and related personal
property 8,809,939
9,818,350
Less accumulated depreciation (2,514,880) 7,303,470
$ 7,876,011
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 34,539
Tenant security deposits 69,823
Accrued taxes 131,647
Accrued interest 2,207,621
Due to affiliate (Note F) 882,185
Other liabilities 98,083
Notes payable, including
$4,570,000 in default (Notes D and G) 10,237,594
Partners' Deficit
General partner $ (447,656)
Limited partners (45,021 units issued
and outstanding) (5,337,825) (5,785,481)
$ 7,876,011
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Revenues:
Rental income $ 2,137,686 $ 2,214,582
Other income 70,499 52,926
Total revenues 2,208,185 2,267,508
Expenses:
Operating 669,489 826,166
General and administrative 309,546 469,669
Property management fees 149,264 115,089
Maintenance 245,726 195,145
Depreciation 363,059 393,442
Amortization 20,371 23,567
Interest 2,072,865 2,738,206
Property taxes 385,091 427,818
Bad debt expense 54,365 89,609
Tenant reimbursements (372,610) (422,358)
Total expenses 3,897,166 4,856,353
Loss before equity in income (loss)
of joint venture, gain on transfer of
property in foreclosure, loss on disposal of
property and extraordinary gain (1,688,981) (2,588,845)
Equity in income (loss) of joint ventures (Note H) 4,079,621 (57,898)
Gain on transfer of property in foreclosure (Note C) 313,121 --
Loss on disposal of property -- (21,670)
Income (loss) before extraordinary item 2,703,761 (2,668,413)
Extraordinary gain - forgiveness
of debt (Note C) 1,929,788 --
Net income (loss) $ 4,633,549 $(2,668,413)
Net income (loss) allocated to
general partner (1%) $ 46,335 $ (26,684)
Net income (loss) allocated to
limited partners (99%) 4,587,214 (2,641,729)
Net income (loss) $ 4,633,549 $(2,668,413)
Per limited partnership unit:
Income (loss) before
extraordinary item $ 59.45 $ (58.68)
Extraordinary gain 42.44 --
Net income (loss) $ 101.89 $ (58.68)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 45,450 $ 1,000 $45,450,000 $ 45,451,000
Partners' deficit at
December 31, 1993 45,450 $(467,307) $(7,283,310) $ (7,750,617)
Abandonment of Limited
Partnership Units (Note J) (429) -- -- --
Net loss for the year ended
December 31, 1994 -- (26,684) (2,641,729) (2,668,413)
Partners' deficit at
December 31, 1994 45,021 (493,991) (9,925,039) (10,419,030)
Net income for the year ended
December 31, 1995 -- 46,335 4,587,214 4,633,549
Partners' deficit at
December 31, 1995 45,021 $(447,656) $(5,337,825) $ (5,785,481)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,633,549 $(2,668,413)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Equity in (income) loss of joint ventures (4,079,621) 57,898
Depreciation 363,059 393,442
Amortization of loan costs and
leasing commissions 76,905 145,228
Loss on disposal of property -- 21,670
Bad debt expense 54,365 89,609
Extraordinary gain-forgiveness of
debt (1,929,788) --
Gain on transfer of property in foreclosure (313,121)
Change in accounts:
Restricted cash (22,955) (7,878)
Accounts receivable (67,318) (43,406)
Escrows for taxes (55,218) (5,295)
Other assets (67,602) (5,480)
Accounts payable (154,581) 162,794
Tenant security deposit liabilities 1,480 1,021
Accrued taxes 87,087 (90,425)
Accrued interest 1,382,762 1,620,204
Due to affiliates 123,712 277,333
Other liabilities 132,052 (85,815)
Net cash provided by (used in)
operating activities 164,767 (137,513)
Cash flows from investing activities:
Property improvements and replacements (97,837) (27,109)
Distributions from joint venture -- 300,250
Net cash (used in) provided by
investing activities (97,837) 273,141
Cash flows used in financing activities:
Payments on mortgage notes payable (73,983) (61,957)
Net (decrease) increase in cash (7,053) 73,671
Cash and cash equivalents at beginning
of period 299,918 226,247
Cash and cash equivalents at end of period $ 292,865 $ 299,918
Supplemental disclosure of cash flow
information
Cash paid for interest $ 633,569 $ 996,341
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosures
On April 1, 1995 the Partnership lost its interest in the Mesa Dunes Joint
Venture as Mesa Dunes foreclosed on its collateral. In November 1995 the
Partnership granted Deeds in Lieu of Foreclosure on University Park Center -
Phases I, II, and IV. See Note C. In connection with these non-cash
transactions the following accounts were adjusted:
Accounts Receivable $ (38,156)
Other Assets (227,895)
Investment in Joint Venture (6,118,310)
Investment Properties (1,768,036)
Accounts Payable and Other Accrued Liabilities 150,364
Accrued Taxes 106,143
Accrued Interest 2,458,799
Notes Payable 7,680,000
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
Notes to Financial Statements
December 31, 1995
Note A - Going Concern
The accompanying financial statements have been prepared assuming Angeles Income
Properties, Ltd. V (the "Partnership" or "Registrant") 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 $4,570,000 of
certain of its mortgages and other notes payable and does not generate
sufficient cash flows to meet current operating requirements. In addition,
there are limited identified capital resources available to the Partnership.
The Partnership had a recourse first mortgage note payable to Angeles Mortgage
Investment Trust ("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
sherriff'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 is in default due to nonpayment of interest.
The lender has initiated foreclosure proceedings on Phase III, and the
Partnership expects to lose this property 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 of interest. In addition, the
second mortgage in the amount of $2,000,000 secured by Southgate Village
Apartments is recourse to the Partnership. Subsequent to December 31, 1995, a
formal demand for payment of the unpaid principal balance and accrued interest
was received from the lender for the debt secured by Southgate Village
Apartments. The aggregate amount of this indebtedness at December 31, 1995 is
$2,726,219. The Partnership intends to initiate negotiations with AMIT
regarding this indebtedness and the General Partner believes that foreclosure by
AMIT is unlikely due to the substantial prepayment penalty of the first
mortgage.
The Partnership is presently paying non-debt related expenses of the
properties, is current on two first mortgage notes payable and is making partial
interest payments on the two second mortgages in default. 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 Organization and Significant Accounting Policies
Organization: Angeles Income Properties, Ltd. V (the "Partnership ) is a
California limited partnership organized on June 29, 1984, to acquire and
operate residential and commercial real estate properties. The Partnership's
General Partner is Angeles Realty Corporation II ("ARC II"), an affiliate of
Insignia Financial Group, Inc. As of December 31, 1995, the Partnership
operates two residential and one commercial property located in or near major
urban areas in the United States.
Investment in Joint Ventures: The Partnership accounted for its 50% investment
in Mesa Dunes and its 57% investment in Angeles Fort Worth Option Joint Venture
("Fort Worth") using the equity method of accounting (see Note H). Under the
equity method, the Partnership recorded its equity interest in earnings or
losses of the joint ventures; however, the investment in the joint ventures
would be recorded at an amount less than zero (a liability) only to the extent
of the Partnership's share of net liabilities of the joint ventures.
Allocations and Distributions to Partners: In accordance with the 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 1% to the General Partner
and 99% to the Limited Partners.
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partner and 99% 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:
(i) First, 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; (ii) Second, to the Partners until the Limited
Partners have received distributions from all sources equal to their 6%
Cumulative Distribution; (iii) Third, to the General Partner until it has
received an amount equal to 3% of the aggregate Disposition Prices of all
properties or investments sold (Initial Incentive Interest); (iv) Fourth, to the
Partners in proportion to their interests until the Limited Partners have
received distributions from all sources equal to their additional 8% Cumulative
Distribution; and (v) Thereafter, 76% to the Limited Partners in proportion to
their interests and 24% ("Final Incentive Interest") to the General Partner.
Depreciation: Depreciation is computed utilizing the straight-line method over
the estimated lives of the investment properties and related personal property.
For Federal income tax purposes, depreciation is computed by using the straight-
line method over an estimated life of 5 to 20 years for personal property and 15
to 40 years for real property.
Note B - Organization and Significant Accounting Policies (continued)
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995 the Partnership adopted FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Loan Costs: Loan costs, included in other assets, of $228,878 are being
amortized on a straight-line basis over the lives of the loans. Current
accumulated amortization is $132,928.
Advertising Costs: Advertising costs, $27,636 in 1995 and $34,871 in 1994, are
charged to expense as they are incurred and are included in operating expenses.
Lease Commissions: Lease commissions are being amortized using the straight
line method over the terms of the respective leases.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less. Commercial building lease terms are generally for periods ranging from
twelve months to four years.
Tenant Security Deposits: The Partnership requires security deposits from all
apartment lessees for the duration of the lease. Deposits are refunded when the
tenant vacates the apartment if there has been no damage to the unit.
Use 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: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities. The Partnership estimates the fair value of
its fixed rate mortgage by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership. (See Note D)
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Note C - Gain on Extinguishment of Debt and Foreclosure of Properties
The Partnership had a note payable to Mesa Dunes in the amount of $5,000,000
plus accrued interest collateralized by its 50% ownership interest in Mesa
Dunes. This note was in default due to failure to perform under the terms and
conditions of the note, including failure to make interest payments when due.
In December 1994 Mesa Dunes formally notified the Partnership that the note was
in default. In February 1995 Mesa Dunes gave notice that it intended to
foreclose on its collateral. On April 1, 1995 Mesa Dunes foreclosed and the
Partnership lost its interest in the joint venture. Upon the foreclosure the
Partnership recognized an extraordinary gain on the extinguishment of debt of
$496,881, which represented the difference between its investment in Mesa Dunes
and the debt extinguished pursuant to the foreclosure.
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 for
$2,175,000, subject to Minnesota law of one year right of redemption, leaving a
deficiency judgment against the Partnership of $451,000. 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. These Deeds in Lieu of Foreclosure were used to satisfy the $451,000
deficiency. AMIT also granted a reduction of $880,000 of its second mortgage on
Springdale Lake Estates Mobile Home Park. The remaining balance at December 31,
1995 for the Springdale second mortgage is $1,720,000 in principal plus accrued
interest.
The net fair value and the recorded net book value of the properties lost on the
date of foreclosure totaled $2,081,157 and $1,768,036, respectively. The net
gain on foreclosure amounted to $1,746,028, of which $313,121 represented a gain
on transfer of property in foreclosure and $1,432,907 represented a gain on the
extinguishment of related debt. The gain on transfer of assets represents the
difference between 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 the debt extinguished
in the foreclosure.
Note D - Notes Payable
The principle terms of notes payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Interest Rate Date Maturity 1995
Mortgages:
<S> <C> <C> <C> <C> <C>
Southgate Village Apts.
1st mortgage $ 26,687 10.63% 01/2006 $ 1,976,767 $ 2,653,935
2nd mortgage, in
default (1) 19,167 11.5% 03/1995(2) 2,000,000 2,000,000
Springdale Lake Estates
Mobile Home Park
1st mortgage 23,836 8.75% 09/1998 2,693,054 2,815,487
2nd mortgage, in
default (1) 17,558 12.25% 06/1995(2) 1,720,000 1,720,000
University Park Center
Phase III, in default 7,565 10.68% 12/2014(2) 850,000 850,000
Angeles Income
Properties, Ltd., V
Note payable (4) (2) (3) 11/1997(2) 198,172 198,172
$ 94,813 $ 9,437,993 $10,237,594
<FN>
(1) Loan provided by AMIT (See Note F).
(2) Interest only payments.
(3) Prime rate plus 2%
(4) Loan from Angeles Acceptance Pool, L.P. (see Note F)
</TABLE>
The estimated fair value of the Partnership's aggregate first mortgages that are
not in default is approximately $6,000,000 as compared to the carrying value of
$5,469,423. This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions. The General Partner believes
that it is not appropriate to use the Partnership's incremental borrowing rate
for the mortgages in default and the note payable to an affiliate (Note F) as
there is currently no market in which the Partnership could obtain similar
financing. Therefore, the General Partner considers estimation of fair value to
be impracticable.
The mortgage notes payable are secured by pledge of certain of the Partnership s
rental properties and by pledge of revenues from the respective rental
properties. Certain of the notes require prepayment penalties if repaid prior
to maturity.
Note D Notes Payable (continued)
Scheduled principal payments of notes payable subsequent to December 31, 1995,
are as follows:
1996 $ 4,651,463
1997 287,879
1998 2,778,836
1999 55,198
2000 61,357
Thereafter 2,402,861
$10,237,594
Note E - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) investments in joint venture differences, (2) foreclosure of
investment properties, (3) reserve for bad debts, and (4) depreciation over
different methods and lives and on differing cost basis of investment
properties. The following is a reconciliation of reported net loss and Federal
taxable loss:
1995 1994
Net income/(loss) as reported $ 4,633,549 $(2,668,413)
Add (deduct):
Depreciation differences (141,380) (110,867)
Unearned income (5,986) 6,796
Foreclosure of investment
properties (4,158,571) --
Investments in joint
venture differences (8,822,652) 45,466
Bad debt expense (107,839) 91,317
Accrued audit 5,950 (51,750)
Other -- 18,375
Federal taxable loss $(8,596,929) $(2,669,076)
Federal taxable loss per
limited partnership unit $ (189.04) $ (58.69)
Note E - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
Net deficit as reported $(5,785,481)
Land and buildings 1,178,522
Accumulated depreciation (709,762)
Syndication and distribution costs 6,343,568
Accruals 38,459
Net assets - Federal tax basis 1,065,306
Note F 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 payments were made to the General Partner and affiliates in 1995
and 1994:
1995 1994
Property management fees $ 96,303 $115,089
Reimbursement for services of affiliates
including $882,185 and $758,473 accrued
at December 31, 1995 and 1994,
respectively 226,123 344,626
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.
Note F Transactions with Affiliated Parties (continued)
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"). 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 $198,172 at
December 31, 1995, and December 31, 1994, 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 $21,469 and $18,331
during the years ended December 31, 1995 and 1994, respectively.
AMIT currently provides financing to the Partnership in the total principal
amount of $3,720,000 secured by some of the Partnership's investment
properties. All of this debt is in default at December 31, 1995. Total
interest expense on this financing was $697,201 and $974,192 for the years
ended December 31, 1995 and 1994, respectively.
In July 1993, AMIT, a real estate investment trust, formerly affiliated with
Angeles, initiated litigation against Fort Worth, and other partnerships which
loaned money to AMIT seeking to avoid repayment of such obligations. The
Partnership subsequently filed a counterclaim against AMIT seeking to enforce
the obligation, the principal amount of which was $2,240,000 plus accrued
interest from March 1993 ("AMIT Obligation").
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
Note F - Transactions with Affiliated Parties (continued)
On November 9, 1994, Fort Worth executed a definitive Settlement Agreement to
settle the dispute with respect to the AMIT Obligation. The actual closing of
the Settlement occurred April 14, 1995. The Partnership's claim against AMIT
was satisfied by a cash payment to Fort Worth by AMIT totalling $1,932,975 (the
"Settlement Amount") plus interest at closing. These funds were transferred to
Angeles Income Properties, Ltd. IV, an affiliate of the General Partner (See
discussion below).
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 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.
On December 22, 1994, the Partnership entered into an agreement with Fort Worth
and AIPL IV, whereby Fort Worth transferred, assigned and delivered to AIPL IV
all of Fort Worth's right, title and interests in and to all payment,
distributions, profits, returns of capital and benefits accruing from the
repayment by AMIT of the loans made to AMIT from Fort Worth. This transfer
effectively transferred all of the Partnership's right, title and interests in
and to all payment, distributions, profits, returns of capital and benefits
accruing from the repayment by AMIT of the loans made to AMIT from Fort Worth.
The Partnership has consented to this transfer, assignment and delivery. As a
result, the previously mentioned cash settlement that Fort Worth received from
AMIT was assigned to AIPL IV. AIPL IV had previously loaned $5,000,000 to Fort
Worth. Fort Worth had made no principal or interest payments on the debt. This
assignment was partial satisfaction of the debt Fort Worth has to AIPL IV.
On December 6, 1994, Mesa Dunes gave notice to the Partnership that the note in
the amount of $5,000,000 dated September 20, 1991, and originally due on
September 30, 1996, was in default because of failure to perform under the terms
and conditions of said note and security interest including, but not limited to,
failure to make interest payments. In February 1995, Mesa Dunes gave notice
that it intended to foreclose on its collateral. As mentioned previously, on
April 1, 1995, Mesa Dunes foreclosed on its collateral and the Partnership lost
its 50% interest in Mesa Dunes.
Note G - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Southgate Village Apts. $ 4,653,935 $ 269,066 $ 3,094,363 $ 354,312
Springdale Lake Estates
Mobile Home Park 4,535,487 705,835 4,765,754 (79,387)
University Park Center 850,000 1,031,471 5,844,973 (6,168,037)
Angeles Income
Properties, Ltd. V 198,172 -- -- --
Totals $10,237,594 $2,006,372 $13,705,090 $(5,893,112)
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Southgate Village $ 269,066 $ 3,448,675 $ 3,717,741 $ 1,027,440 06/26/87 10-40
Springdale Lake
Mobile Home Park 653,835 4,738,367 5,392,202 1,214,304 12/31/86 10-40
University Park
Phase III 85,510 622,897 708,407 273,136 06/29/87 10-40
Totals $1,008,411 $ 8,809,939 $ 9,818,350 $2,514,880
</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.
Note G - Investment Properties and Accumulated Depreciation (continued)
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $12,622,916 $12,639,634
Property improvements 97,837 27,109
Property valuation reserve -- --
Disposal of property (2,902,403) (43,827)
Balance at end of year $ 9,818,350 $12,622,916
Accumulated Depreciation
Balance at beginning of year $ 3,286,188 $2,914,903
Additions charged to expense 363,059 393,442
Disposal of property (1,134,367) (22,157)
Balance at end of year $ 2,514,880 $ 3,286,188
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $10,996,872 and $17,060,464. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and
1994 is $3,224,642 and $3,777,393.
As mentioned previously, the mortgage on University Park Center - Phase III in
the amount of $850,000 plus accrued interest is in default due to nonpayment of
interest. In 1995 the lender initiated foreclosure proceedings on this
property, which has a carrying value of $435,000 at December 31, 1995. The
Partnership expects to lose the property in 1996, and it has been accounted for
as "held for disposal" in accordance with FAS 121. No impairment loss has been
recognized as the estimated fair value less costs to dispose exceeds the
carrying value. In addition, the property will not be further depreciated.
The Partnership will recognize a gain upon foreclosure due to the
extinguishment of the debt. The Partnership recognized rental revenues and
operating expenses of approximately $160,000 and $134,000, respectively, for
this property for the year ended December 31, 1995.
Note H - Investment in Joint Ventures
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. In 1995 the Partnership recognized $183,010 as its equity interest in
the earnings of Mesa Dunes up to the date it lost its investment; it recognized
$631,973 in 1994.
Fort Worth's general partners decided to terminate the joint venture in 1995
after the W.T. Waggoner Building, Fort Worth's remaining property, was sold on
March 22, 1995. All remaining cash was used to pay Fort Worth's liabilities in
January 1996, at which time the joint venture was dissolved.
Note H - Investment in Joint Ventures (continued)
Condensed balance sheet information of Fort Worth at December 31, 1995, is as
follows:
Assets
Cash $ 62,015
Total $ 62,015
Liabilities
Notes payable $ 62,015
Total $ 62,015
The condensed profit and loss statements of Fort Worth are summarized as
follows:
Years Ended December 31,
1995 1994
Revenue $ 207,399 $ 758,998
Costs and expenses (460,758) (1,969,300)
Bad debt recovery 1,932,975 --
Extraordinary gain-forgiveness of debt 5,174,115 --
Net income (loss) $ 6,853,731 $(1,210,302)
The increase in income from 1994 to 1995 can be attributed to the following: 1)
bad debt recovery as a result of a partial recovery of its receivable from AMIT
(See Note F), 2) debt forgiveness as a result of the write-off of all
outstanding liabilities of Fort Worth and 3) as a result of the sale of Fort
Worth's remaining asset, Fort Worth realized a considerable decrease in costs
and expenses from 1994 to 1995.
Note I - Operating Leases
Tenants of the commercial property 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.
As of December 31, 1995, the Partnership had minimum future rentals under
noncancellable leases with terms ranging from twelve months to four years.
1996 $71,730
1997 53,165
1998 44,004
1999 4,800
$173,699
Note J - Abandonment of Limited Partnership Units
In 1994, the number of Limited Partnership Units decreased by 429 units, due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss. The loss per Limited Partnership Unit in the accompanying
Statements of Operations is calculated based on the number of units outstanding
at the beginning of the year.
Item 8. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosures
There were no disagreements with Ernst & Young LLP regarding the 1995 or 1994
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
The names of the directors and executive officers of Angeles Realty
Corporation II ("ARC II"), the Partnership's General Partner as of December 31,
1995, their age and the nature of all positions with ARC II presently held by
them are as follows:
Name Age Office
Carroll D. Vinson 55 President, Director
Robert D. Long, Jr. 28 Controller, Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines, Esq. 36 Vice President and Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm)
and engaged in various other investment and consulting activities. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President
and a Director of U.S. Shelter Corporation, a real estate services company,
which sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., he was an auditor for the State of
Tennessee and was associated with the accounting firm of Harshman Lewis and
Associates. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia Financial Group, Inc. ("Insignia") since January 1991. Mr. Jarrard
was employed by U.S. Shelter in a similar capacity for the five years prior to
his joining Insignia. He was previously associated with the accounting firm
Ernst and Whinney for eleven years. Mr. Jarrard is a graduate of the University
of South Carolina and a certified public accountant.
John K. Lines, Esq. has been Insignia's General Counsel and Secretary since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach,
Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney
with BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five years
prior to joining Insignia, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's General Partner and
its affiliates, as described in Note E of the Financial Statements included
under Item 7, which is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996, no person owned of record more than 5% of the Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of 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, which provides 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 the 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
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the year ended December 31, 1995, the transactions that occurred
between the Partnership and ARC II and affiliates of ARC II pursuant to the
terms of the Agreement are disclosed under Note F of the Partnerships' Financial
Statements included under Item 7, which is hereby incorporated by reference.
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:
None filed for the quarter ended December 31, 1995.
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. V
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 20, 1996
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/Carroll D. Vinson President March 20, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller March 20, 1996
Robert D. Long, Jr. and Principal
Accounting Officer
ANGELES INCOME PROPERTIES, LTD. V
Exhibit Index
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited
Partnership filed in the Partnership's
Prospectus dated June 11, 1986 which is
incorporated herein by reference
10.1 Promissory Note - Fort Worth Center and the W.T.
Waggoner Building filed in Form 8-K dated July
16, 1986 which is incorporated herein by
reference.
10.2 Deed of Trust, Assignment of Leases and Rents
and Security Agreement - Fort Worth Center and
the W.T. Waggoner Building filed in Form 8-K
dated July 16, 1986 which is incorporated
herein by reference.
10.3 Deed of Trust - Option - Fort Worth Center and
the W.T. Waggoner Building filed in Form 8-K
dated July 16, 1986 which is incorporated herein
by reference.
10.4 Security Agreement - Fort Worth Center and the
W.T. Waggoner Building filed in Form 8-K dated
July 16, 1986 which is incorporated herein by
reference.
10.5 Option Agreement - Fort Worth Center and the
W.T. Waggoner Building filed in Form 8-K dated
July 16, 1986 which is incorporated herein by
reference.
10.6 Agreement of Purchase and Sale of Real Property
with Exhibits - Springdale Lake Estates Mobile
Home Park filed in Form 8-K dated December 31,
1986 which is incorporated herein by reference.
10.7 Agreement of Purchase and Sale of Property with
Exhibits - Southgate Village Apartments filed in
Form 8-K dated June 26, 1987 which is
incorporated herein by reference.
10.8 Agreement of Purchase and Sale of Property with
Exhibits - University Park Center filed in Form
8-K dated June 29, 1987 which is incorporated
herein by reference.
10.9 Agreement of Purchase and Sale of Property with
Exhibits - Mesa Dunes Mobile Home Park filed in
Form 8-K dated December 23, 1987 which is
incorporated herein by reference.
10.10 Beneficiary's Statement of Assumption - Mesa
Dunes Mobile Home Park filed in Form 8-K dated
December 23, 1987 which is incorporated herein
by reference.
10.11 General Partnership Agreement of Partners -
Mesa Dunes Mobile Home Park filed in Form 8-K
dated December 23, 1987 which is incorporated
herein by reference.
10.12 Agreement of Purchase and Sale of Property with
Exhibits - Wakonda Shopping Center and Town &
Country Shopping Center filed in Form 8-K dated
December 30, 1987 which is incorporated herein
by reference.
10.13 First Amendment to Agreement of Purchase and
Sale of Property with Exhibits - Wakonda
Shopping Center and Town & Country Shopping
Center filed in Form 8-K dated December 30,
1987 which is incorporated herein by reference.
10.14 Agreement for Consulting Services - Wakonda
Shopping Center and Town & Country Shopping
Center filed Form 8-K dated December 30, 1987
which is incorporated herein by reference.
10.15 First Trust Deed - Springdale Lake Estates
Mobile Home Park filed in form 10Q dated
September 30, 1988 as Exhibit 10.2 which is
incorporated herein by reference.
10.16 Promissory Note - Southgate Apartments filed in
Form 10Q dated September 30, 1990 as Exhibit
10.19 which is incorporated herein by reference.
10.17 Promissory Note - Springdale Lake Mobile Home
Park filed in Form 10Q dated September 30, 1990
as Exhibit 10.20 which is incorporated herein by
reference.
10.18 Promissory Note - Mesa Dunes, Wakonda, Town &
Country Joint Venture filed in Form 10Q dated
September 30, 1990 as Exhibit 10.21 which is
incorporated herein by reference.
10.19 Stock Purchase Agreement dated November 24, 1992
showing the purchase of 100% of the outstanding
stock of Angeles Realty Corporation II by IAP GP
Corporation, a subsidiary of MAE GP Corporation,
filed in Form 8-K dated December 31, 1992, which
is incorporated herein by reference.
10.20 Substitute Trustee's Deed showing the
foreclosure on the Oil, Gas and Commerce
Buildings by American Life and Insurance
Company, filed in Form 8-K dated April 6, 1993
which is incorporated herein by reference.
10.21 Proposed settlement of Fort Worth Option Joint
Venture's note receivable with Angeles Mortgage
Investment Trust, filed in Form 8-K dated
September 6, 1994 which is incorporated herein
by reference.
10.22 Agreement for Deed in Lieu of Foreclosure dated
October 31, 1995, the Partnership, Angeles
Realty Corporation II and Angeles Mortgage
Investment Trust.
10.23 Bill of Sale and Assignment dated October 31,
1995, by the Partnership in favor of Angeles
Mortgage Investment Trust.
10.24 Assignment of Leases dated October 31, 1995, by
the Partnership in favor of Angeles Mortgage
Investment Trust.
10.25 Limited Warranty Deed dated October 31, 1995, by
the Partnership to Angeles Mortgage Investment
Trust.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties Ltd V Year-End 1995 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000792181
<NAME> ANGELES INCOME PROPERTIES LTD V
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 292,865
<SECURITIES> 0
<RECEIVABLES> 17,505
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 9,818,350
<DEPRECIATION> (2,514,880)
<TOTAL-ASSETS> 7,876,011
<CURRENT-LIABILITIES> 0<F1>
<BONDS> (10,237,594)
0
0
<COMMON> 0
<OTHER-SE> (5,785,481)
<TOTAL-LIABILITY-AND-EQUITY> 7,876,011
<SALES> 0
<TOTAL-REVENUES> 2,208,185
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,897,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,072,865
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,703,761
<DISCONTINUED> 0
<EXTRAORDINARY> 1,929,788
<CHANGES> 0
<NET-INCOME> 4,633,549
<EPS-PRIMARY> 101.89
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
