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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] 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]
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. N/A
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 the Registrant'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 one
investment property.
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 Residential
Group, L.P. provides day-to-day management services for the Partnership's
investment property.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. The 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 investment in property:
<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
</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 lost Phase III of
University Park Center and Springdale Lake Estates Mobile Home Park through
foreclosure in 1996.
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:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Southgate Village
Apartments $ 3,243 $ -- 5-40 yrs (1) $ 2,776
(1) Straight line
See "Note B" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Southgate Village Apts.
1st mortgage $ 2,614 10.63% 25 years 01/2006 $ 1,977
2nd mortgage, in
default (1) 2,000 11.50% (2) 03/1995 2,000
Angeles Income
Properties, Ltd. V
Note payable (4) 198 (3) (2) 11/1997 198
Total $ 4,812 $ 4,175
(1) Loan provided by Angeles Mortgage Investment Trust ("AMIT"), interest
currently accruing at 18%.
(2) Interest only payments.
(3) Prime rate plus 2%.
(4) Loan provided by Angeles Acceptance Pool, L.P. ("AAP").
Average annual rental rate and occupancy for 1996 and 1995 for the investment
property is as follows:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Southgate Village Apts. $5,604/unit$5,356/unit 93% 92%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. The property is subject to competition from other
residential apartment complexes in the area. The General Partner believes that
the property is adequately insured. The multi-family residential property's
lease terms are for one year or less. No residential tenant leases 10% or more
of the available rental space.
Real estate taxes and rates in 1996 are as follows: (dollar amounts in
thousands)
1996 1996
Billing Rate
Southgate Village Apts. $ 71 6.05
ITEM 3. 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 totaling $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% 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 39% 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 1.3% 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 and 1996 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. ("Insignia"), which provides
property management and partnership administration services to the Partnership,
owns 126,500 Class A Shares of AMIT at December 31, 1996. As of
February 1, 1997, the number of shares owned by LAC decreased to 96,800. These
Class A Shares entitle LAC to vote approximately 2.2% of the total shares. In
addition, Insignia has engaged and continues to engage in discussions with AMIT
regarding various potential business combinations with affiliates of Insignia.
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 Corporation ("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.
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 has a second mortgage in the amount of $2,000,000 which is
secured by Southgate Village Apartments. 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.
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.
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 44,421 Limited Partnership Units outstanding and 3,801 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 decreased by 600 units. 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 (see "Note J" of
the financial statements included in "Item 7.").
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS, LIQUIDITY, AND CAPITAL RESOURCES
As of July 1, 1996, the Partnership adopted the liquidation basis of accounting.
The Partnership has significant recurring operating losses and continues to
suffer from inadequate liquidity. The Partnership is in default on recourse
indebtedness totaling $2,000,000 due 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.
The Partnership has a second mortgage in the amount of $2,000,000 which is
secured by Southgate Village Apartments. 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 Partnership entered into a forbearance agreement with AMIT,
effective July 1, 1996, which provides that surplus cash be deposited into a
separate account on which the Partnership has granted AMIT a first priority
lien. In exchange, AMIT agrees to refrain from appointing a receiver for the
property. The General Partner does not intend to contest the foreclosure and
anticipates that this property will be lost in 1997 through foreclosure.
The Partnership is presently paying non-debt related expenses and is current on
its first mortgage note payable. However, the debt to AAP matures in November
1997 and the Partnership does not have the ability to satisfy the indebtedness
when it becomes due. The General Partner believes the equity in Southgate
Village Apartments is not sufficient to retire the AMIT debt, therefore, the
General Partner expects to transfer the Partnership's interest in Southgate
Village Apartments to AMIT. These transactions are anticipated to occur during
the fourth quarter of 1997. The Partnership does not expect to contest any of
these proceedings. The General Partner does not have any other plans to remedy
the liquidity problems the Partnership is experiencing. The Partnership does
not intend to purchase any additional properties and the General Partner has
decided to terminate the Partnership upon foreclosure of the final property.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements on July 1, 1996,
from the going concern basis of accounting to the liquidation basis of
accounting in accordance with generally accepted accounting principles.
Consequently, assets have been valued at estimated realizable value (including
subsequent actual transactions described below) and liabilities are presented at
their estimated settlement amounts, including estimated costs associated with
carrying out the liquidation. The valuation of assets and liabilities
necessarily requires many estimates and assumptions and there are substantial
uncertainties in carrying out the liquidation. The actual realization of assets
and settlement of liabilities could be higher or lower than amounts indicated
and is based upon the General Partner's estimates as of the date of the
financial statements.
For the six months ended December 31, 1996, the Partnership recorded a net
decrease in net liabilities in liquidation of approximately $85,000.
Contributing to the decrease in net liabilities in liquidation was a decrease in
estimated net costs during liquidation.
The statements of consolidated net liabilities in liquidation as of December 31,
1996, include approximately $631,000 of costs, net of income, that the General
Partner estimates will be incurred during the period of liquidation based upon
the assumption that the liquidation process will be completed by December 31,
1997. These costs include anticipated legal fees, administrative expenses, and
loss from property operations. Because the success in realization of assets and
the settlement of liabilities is based on the General Partner's best estimates,
the liquidation period may be shorter than projected or it may be extended
beyond the projected period.
ITEM 7. FINANCIAL STATEMENTS
ANGELES INCOME PROPERTIES, LTD. V
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Statement of Net Liabilities in Liquidation - December 31, 1996
Statement of Changes in Net Liabilities in Liquidation - Six months ended
December 31, 1996
Statement of Operations - Six months ended June 30, 1996
Statement of Operations - Year ended December 31, 1995
Statement of Changes in Partners' Deficit - Year ended December 31, 1995
and six months ended June 30, 1996
Statement of Cash Flows - Six months ended June 30, 1996
Statement of Cash Flows - Year ended December 31, 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Income Properties, Ltd. V
We have audited the statement of net liabilities in liquidation of Angeles
Income Properties, Ltd. V as of December 31, 1996 and the related statement of
changes in net liabilities in liquidation for the six months ended December 31,
1996, which have been prepared on the liquidation basis of accounting. In
addition, we have audited the statements of operations, changes in partners'
deficit and cash flows for the year ended December 31, 1995 and the six months
ended June 30, 1996, which were prepared on the going concern basis of
accounting. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
The statements of operations, changes in partners' deficit and cash flows for
the year ended December 31, 1995 and the six months ended June 30, 1996 were
prepared assuming that Angeles Income Properties, Ltd. V would continue as a
going concern. As more fully described in Note A, the Partnership has incurred
recurring operating losses, has defaulted on certain indebtedness and has been
unable to generate sufficient cash flows to meet current operating requirements.
Formal demands for payment of its indebtedness in default have been received.
The Partnership lost three investment properties through foreclosure in 1995 and
two in 1996. These conditions raised substantial doubt about the Partnership's
ability to continue as a going concern at December 31, 1995. Due to the
imminent disposal of its remaining investment properties, the General Partner
decided, effective July 1, 1996, to liquidate the Partnership. As a result, the
Partnership changed its basis of accounting as of July 1, 1996 from a going
concern basis to a liquidation basis.
In our opinion, the statement of net liabilities in liquidation as of December
31, 1996 and the related statement of changes in net liabilities in liquidation
for the six months ended December 31, 1996 present fairly, in all material
respects, the net liabilities in liquidation of Angeles Income Properties, Ltd.
V as of December 31, 1996, and the changes in net liabilities in liquidation for
the six months ended December 31, 1996, in conformity with generally accepted
accounting principles applied on the basis of accounting described in Note A to
the financial statements.
Because of the possible material effects of the matters described above, we are
unable to, and do not, express an opinion on the statements of operations,
changes in partners' deficit and cash flows for the year ended December 31, 1995
and the six months ended June 30, 1996.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 18, 1997
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF NET LIABILITIES IN LIQUIDATION
(in thousands)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 135
Restricted--tenant security deposits 17
Accounts receivable 7
Escrow for taxes 41
Investment property (Notes A and I) 3,243
3,443
Liabilities
Accounts payable 25
Tenant security deposits 27
Accrued interest (Note G) 1,700
Other liabilities 72
Mortgage notes payable, $2,000 in default (Notes A,E,G and I) 4,812
Estimated costs during the period of
liquidation (Note A) 631
7,267
Net liabilities in liquidation (Note A) $ (3,824)
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(in thousands)
December 31, 1996
Partner's deficit at June 30, 1996 $ (5,548)
Adjustment to liquidation basis of accounting (Note C) 1,809
Net liabilities in liquidation at July 1, 1996 (3,739)
Changes in net liabilities in liquidation
attributed to:
Increase in unrestricted cash 29
Decrease in restricted cash (43)
Decrease in escrows for taxes (47)
Decrease in investment properties (3,559)
Increase in accounts payable (8)
Decrease in tenant security deposits 34
Increase in accrued interest (697)
Decrease in other liabilities 13
Decrease in mortgage notes payable 3,557
Decrease in estimated costs during the period
of liquidation 636
Net liabilities in liquidation at December 31, 1996 $ (3,824)
See Accompanying Notes To Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF OPERATIONS
(in thousands, except unit data)
Six Months Ended
June 30,
1996
Revenues:
Rental income $ 729
Other income 100
Total revenues 829
Expenses:
Operating 347
General and administrative 111
Maintenance 64
Depreciation 121
Interest 627
Bad debt recovery, net (1)
Property taxes 64
Total expenses 1,333
Loss before extraordinary gain (504)
Extraordinary gain - extinguishment of debt (Note D) 741
Net income $ 237
Net income allocated to general partner (1%) $ 2
Net income allocated to limited partners (99%) 235
Net income $ 237
Per limited partnership unit:
(Loss) income before extraordinary item $ (11.08)
Extraordinary item 16.30
Net income $ 5.22
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF OPERATIONS
(in thousands, except unit data)
Year Ended December 31,
1995
Revenues:
Rental income $ 2,510
Other income 71
Total revenues 2,581
Expenses:
Operating 839
General and administrative 310
Maintenance 246
Depreciation 363
Interest 2,073
Property taxes 385
Bad debt expense 54
Total expenses 4,270
Loss before equity in income
of joint ventures, gain on transfer of
property in foreclosure and extraordinary gain (1,689)
Equity in income of joint venture (Note H) 4,080
Gain on transfer of property in foreclosure (Note D) 313
Income before extraordinary item 2,704
Extraordinary gain - forgiveness
of debt (Note D) 1,930
Net income $ 4,634
Net income allocated to
general partner (1%) $ 46
Net income allocated to
limited partners (99%) 4,588
Net income $ 4,634
Per limited partnership unit:
Income before extraordinary item $ 59.46
Extraordinary gain 42.44
Net income $ 101.90
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 45,450 $ 1,000 $ 45,450 $ 45,451
Partners' deficit at
December 31, 1994 45,021 $ (494) $ (9,925) $ (10,419)
Net income for the year ended
December 31, 1995 -- 46 4,588 4,634
Partners' deficit at
December 31, 1995 45,021 (448) (5,337) (5,785)
Abandonment of limited
partnership units (Note J) (600) -- -- --
Net income for the six months
ended June 30, 1996 -- 2 235 237
Partners' deficit at
June 30, 1996 44,421 $ (446) $ (5,102) $ (5,548)
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CASH FLOWS
(in thousands)
Six Months Ended
June 30,
1996
Cash flows from operating activities:
Net income $ 237
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 121
Amortization of loan costs and leasing commission 9
Bad debt recovery, net (1)
Extraordinary gain on extinguishment of debt (741)
Change in accounts:
Restricted cash 7
Accounts receivable 11
Escrows for taxes 11
Accounts payable (26)
Tenant security deposit liabilities 4
Accrued interest 354
Due to affiliates 77
Other liabilities (14)
Net cash provided by operating activities 49
Cash flows used in investing activities:
Cash transferred upon foreclosure (179)
Property improvements and replacements (17)
Net cash used in investing activities (196)
Cash flows used in financing activities:
Payments on mortgage notes payable (40)
Net decrease in cash (187)
Cash and cash equivalents at December 31, 1995 293
Cash and cash equivalents at June 30, 1996 $ 106
Supplemental disclosure of cash flow information:
Cash paid for interest $ 263
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
Foreclosures
During the six months ended June 30, 1996, the Partnership 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: (in thousands)
Other assets $ (2)
Investment properties (435)
Accounts payable and
other liabilities 113
Accrued interest 394
Mortgage notes payable 850
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CASH FLOWS
(in thousands)
Year Ended December 31,
1995
Cash flows from operating activities:
Net income $ 4,634
Adjustments to reconcile net income
to net cash provided by operating activities:
Equity in income of joint ventures (4,080)
Depreciation 363
Amortization of loan costs and
leasing commissions 77
Bad debt expense 54
Extraordinary gain-forgiveness of
debt (1,930)
Gain on transfer of property in foreclosure (313)
Change in accounts:
Restricted cash (23)
Accounts receivable (67)
Escrows for taxes (55)
Other assets (68)
Accounts payable (154)
Tenant security deposit liabilities 1
Accrued taxes 87
Accrued interest 1,383
Due to affiliates 124
Other liabilities 132
Net cash provided by
operating activities 165
Cash flows used in investing activities:
Property improvements and replacements (98)
Cash flows used in financing activities:
Payments on mortgage notes payable (74)
Net decrease in cash (7)
Cash and cash equivalents at December 31, 1994 300
Cash and cash equivalents at December 31, 1995 $ 293
Supplemental disclosure of cash flow
information
Cash paid for interest $ 634
See Accompanying Notes to Financial Statements
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 Mesa Dunes 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
D"). In connection with these non-cash transactions the following accounts were
adjusted: (in thousands)
Accounts receivable $ (38)
Other assets (228)
Investment in joint venture (6,118)
Investment properties (1,768)
Accounts payable and other accrued liabilities 150
Accrued taxes 106
Accrued interest 2,459
Notes payable 7,680
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
NOTE A - BASIS OF PRESENTATION
As of July 1, 1996, the Partnership adopted the liquidation basis of accounting.
The Partnership has significant recurring operating losses and continues to
suffer from inadequate liquidity. The Partnership is in default on recourse
indebtedness and does not generate sufficient cash flows to meet current
operating requirements. In addition, there are no other capital resources
available to the Partnership.
Until November 1995, the Partnership had a recourse first mortgage note payable
to Angeles Mortgage Investment Trust ("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 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 Phase I and II and agreed to waive the right of redemption on Phase IV.
The Partnership had a non-recourse mortgage of $850,000 secured by University
Park Center - Phase III which was in default due to nonpayment of interest. The
lender foreclosed on University Park Center - Phase III in 1996.
The Partnership had a nonrecourse second mortgage note payable to AMIT, in the
amount of $1,720,000 plus accrued interest secured by Springdale Lake Estates
Mobile Home Park that was in default due to nonpayment upon maturity. 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. AMIT foreclosed on the property on August 15, 1996.
The Partnership has a second mortgage payable to AMIT in the amount of
$2,000,000 which is secured by Southgate Village Apartments. 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 Partnership entered into a
forbearance agreement with AMIT, effective July 1, 1996, which provides that
surplus cash be deposited into a separate account on which the Partnership has
granted AMIT a first priority lien. In exchange, AMIT agrees to refrain from
appointing a receiver for the property. The General Partner does not intend to
contest the foreclosure and anticipates that this property will be lost in 1997
through foreclosure.
The Partnership is presently paying non-debt related expenses of the property
and is current on its first mortgage note payable. However, the debt to Angeles
Acceptance Pool, L.P. ("AAP") matures in November 1997 and the Partnership does
not have the ability to satisfy the indebtedness when it is due. At this time,
the General Partner believes the equity in Southgate Village Apartments is not
sufficient to retire the AMIT debt, therefore, the General Partner expects to
transfer the Partnership's interest in Southgate Village Apartments to AMIT.
These transactions are anticipated to occur during the fourth quarter of 1997.
The General Partner does not expect to contest any of these proceedings. The
General Partner does not have any other plans to remedy the liquidity problems
the Partnership is experiencing.
The Partnership does not intend to purchase any additional properties and the
General Partner has decided to terminate the Partnership upon foreclosure of the
final property.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements on July 1, 1996,
from the going concern basis of accounting to the liquidation basis of
accounting in accordance with generally accepted accounting principles.
Consequently, assets have been valued at estimated realizable value (including
subsequent actual transactions described below) and liabilities are presented at
their estimated settlement amounts, including estimated costs associated with
carrying out the liquidation. The valuation of assets and liabilities
necessarily requires many estimates and assumptions and there are substantial
uncertainties in carrying out the liquidation. The actual realization of assets
and settlement of liabilities could be higher or lower than amounts indicated
and is based upon the General Partner's estimates as of the date of the
financial statements.
The statement of net liabilities in liquidation as of December 31, 1996, include
$631,000 of costs, net of income, that the General Partner estimates will be
incurred during the period of liquidation based upon the assumption that the
liquidation process will be completed by December 31, 1997. These costs include
anticipated legal fees, administrative expenses, and loss from property
operations. Because the success in realization of assets and the settlement of
liabilities is based on the General Partner's best estimates, the liquidation
period may be shorter than projected or it may be extended beyond the projected
period.
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, 1996, the Partnership
operates one residential property located in Bedford Heights, Ohio.
Allocations and Distributions to Partners: In accordance with the Partnership
Agreement, any gain from the sale or other disposition of Partnership assets
will be allocated first to the General Partner to the extent of the amount of
any Brokerage Compensation and Incentive Interest to which the General Partner
is entitled. Any gain remaining after said allocation will be allocated to the
General Partner and Limited Partners in proportion to their interests in the
Partnership.
The Partnership will allocate other profits and losses 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.
Investment in Joint Ventures: The Partnership accounted for its 50% investment
in Mesa Dunes Wokonda and Town & Country Partners ("Mesa Dunes") and its 57%
investment in Angeles Fort Worth Option Joint Venture ("Fort Worth") using the
equity method of accounting. 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.
Depreciation: Depreciation was provided by accelerated and straight-line methods
over the estimated lives of the investment properties and related personal
property through June 30, 1996. No depreciation was recorded subsequent to June
30, 1996, under the liquidation basis of accounting. 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.
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. As
a result of the Partnership adopting the liquidation basis of accounting, the
investment property was adjusted to its estimated net realizable value. The
effect of adoption was not material. As a result of the Partnership adopting
the liquidation basis of accounting, the investment properties were adjusted to
their estimated net realizable values.
Amortization: Loan costs were being amortized on a straight-line basis over the
life of the loans. At July 1, 1996, $85,000 of unamortized loan costs were
written off in the adjustment to liquidation basis of accounting because the
Partnership determined that these intangible assets no longer have value.
Leases: The partnership generally leases apartment units for twelve-month terms
or less.
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.
Reclassifications: Certain reclassifications have been made to the 1995
balances to conform to the 1996 presentation.
NOTE C - ADJUSTMENT TO LIQUIDATION BASIS OF ACCOUNTING
At July 1, 1996, in accordance with the liquidation basis of accounting, assets
were adjusted to their estimated net realizable value and liabilities were
adjusted to their settlement amount and include all estimated costs associated
with carrying out the liquidation. The net adjustment required to convert to
the liquidation basis of accounting was a decrease in net liabilities of
$1,809,000. Significant adjustments in 1996 are summarized as follows:
(Increase) Decrease
in net liabilities
(in thousands)
Adjustment from book value of property
improvements to estimated net realizable value $ 38
Adjustment to record estimated costs during the
period of liquidation (1,267)
Adjustment of debt to net settlement value 979
Adjustment for other assets and liabilities 2,059
Net decrease in net liabilities $ 1,809
NOTE D - 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 Mesa Dunes. Upon the foreclosure the
Partnership recognized an extraordinary gain on the extinguishment of debt of
$497,000, 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 net fair value and the recorded net book value of the properties lost on the
date of foreclosure totaled $2,081,000 and $1,768,000, respectively. The net
gain on foreclosure amounted to $1,746,000, of which $313,000 represented a gain
on transfer of property in foreclosure and $1,433,000 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.
The Partnership had a nonrecourse fist mortgage in the amount of $850,000 plus
accrued interest on University Park Center Phase III that was in default due to
nonpayment. In 1995, the lender initiated foreclosure proceedings on this
property. During the six months ended June 30, 1996, the lender foreclosed on
the property in full satisfaction of the debt. The Partnership recognized an
extraordinary gain on the extinguishment of debt of $741,000.
NOTE E - NOTES PAYABLE
The principal terms of notes payable are as follows:
(dollar amounts in thousands)
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Interest Rate Date Maturity 1996
Southgate Village Apts.
1st mortgage $ 26 10.63% 01/2006 $ 1,977 $ 2,614
2nd mortgage, in
default (1) 19 11.5% 03/1995(2) 2,000 2,000
Angeles Income
Properties, Ltd. V
Note payable (4) (2) (3) 11/1997(2) 198 198
$ 45 $ 4,175 $ 4,812
(1) Loan provided by AMIT, interest currently accruing at 18% (See "Note G").
(2) Interest only payments.
(3) Prime rate plus 2%.
(4) Loan from AAP (see "Note G").
The mortgage note payable is secured by pledge of the Partnership's rental
property and by pledge of revenues from the respective rental property. The
mortgage note secured by Southgate Village Apartments requires a prepayment
penalty if repaid prior to maturity.
Scheduled principal payments of notes payable subsequent to December 31, 1996,
are as follows: (dollar amounts in thousands)
1997 $ 2,243
1998 50
1999 55
2000 61
2001 68
Thereafter 2,335
$ 4,812
NOTE F - 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. For the year ended December 31, 1996, the Federal taxable income was
$649,000, or $14.54 per limited partnership unit. The following is a
reconciliation of reported net loss and Federal taxable loss for 1995:
(dollar amounts in thousands)
1995
Net income/(loss) as reported $ 4,634
Add (deduct):
Depreciation differences (141)
Unearned income (6)
Foreclosure of investment
properties (4,159)
Investments in joint
venture differences (8,823)
Bad debt expense (108)
Accrued audit 6
Federal taxable loss $ (8,597)
Federal taxable loss per
limited partnership unit $ (189.04)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
1996
Net liabilities in liquidation, as reported $ (3,824)
Land and buildings (618)
Accumulated depreciation 151
Syndication and distribution costs 6,344
Accruals (351)
Net assets - Federal tax basis $ 1,702
NOTE G - 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 1996: (dollar amounts in thousands)
1996 1995
Property management fees $ 70 $ 96
Reimbursement for services of affiliates 155 226
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, 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
approximately $198,000 at December 31, 1996, 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 the remaining property owned by the Partnership, or iii)
November 25, 1997. Total interest incurred for this loan was $20,000 and
$21,000 for the year ended December 31, 1996 and 1995, respectively. Accrued
interest was $80,000 at December 31, 1996.
AMIT currently provides financing to the Partnership in the total principal
amount of $2,000,000 secured by Southgate Village Apartments. This debt is in
default at December 31, 1996. Total interest incurred on this financing was
$1,085,000 and $697,000 for the year ended December 31, 1996 and 1995,
respectively. Accrued interest was $1,595,000 at December 31, 1996.
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% 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 39% 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 1.3% 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 and 1996 annual meetings 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., ("Insignia") which provides property management and partnership
administration services to the Partnership, owns 126,500 Class A Shares of AMIT
at December 31, 1996. As of February 1, 1997, the number of shares owned by LAC
decreased to 96,800. These Class A Shares entitle LAC to vote approximately
2.2% of the total shares. In addition, Insignia has engaged and continues to
engage in discussions with AMIT regarding various potential business
combinations with affiliates of Insignia.
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 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 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 $183,000 as its equity interest
in the earnings of Mesa Dunes up to the date it lost its investment.
Fort Worth's general partners decided to terminate this 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.
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 condensed profit and loss statements of Fort Worth at December 31, 1995, is
as follows: (dollar amounts in thousands)
Revenue $ 207
Costs and expenses (461)
Bad debt recovery 1,933
Extraordinary gain-forgiveness of debt 5,174
Net income $ 6,853
NOTE I - INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Southgate Village Apts. $ 4,614 $ 269 $ 3,095 $ (121)
Angeles Income
Properties, Ltd. V 198 -- -- --
Totals $ 4,812 $ 269 $ 3,095 $ (121)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Southgate Village Apts. $ 269 $ 2,974 $ 3,243 $ -- 06/26/87 10-40
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1996 1995
Investment Properties
Balance at beginning of year $ 9,818 $ 12,623
Property improvements 17 98
Disposal of property (4,267) (2,903)
Adjustment due to liquidation (2,325) --
Balance at end of year $ 3,243 $ 9,818
Accumulated Depreciation
Balance at beginning of year $ 2,515 $ 3,286
Additions charged to expense 121 363
Disposal of property (273) (1,134)
Adjustment due to liquidation (2,363) --
Balance at end of year $ -- $ 2,515
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is $3,706,000 and $10,997,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and 1995
is $930,000 and $3,225,000.
NOTE J - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 600 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 income 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 1996 or 1995
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, 1996, their
age and the nature of all positions with ARC II presently held by them are as
follows:
Name Age Office
Carroll D. Vinson 56 President, Director
Robert D. Long, Jr. 29 Controller, Principal Accounting
Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 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 since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994 and
General Counsel and Secretary since July 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 the General Partner and has served
as Assistant Secretary of Insignia since 1991.
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 G" 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, 1997, 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, 1996, 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 G" 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, 1996.
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 26, 1997
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 Date: March 26, 1997
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller Date: March 26, 1997
Robert D. Long, Jr. and Principal
Accounting Officer
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 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 fo 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 subisdiary 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.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties Ltd. V 1996 Year-End 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> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 135
<SECURITIES> 0
<RECEIVABLES> 7
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 3,243
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,443
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,812
0
0
<COMMON> 0
<OTHER-SE> (3,284)
<TOTAL-LIABILITY-AND-EQUITY> 3,443
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
