FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [No Fee Required]
For the fiscal year ended December 31, 1997
[ ] 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
(Name of small business issuer in its charter)
California 95-4049903
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(864) 239-1000
Issuer's telephone number
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. N/A
State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of 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
the aggregate market value of the voting partnership interests would not exceed
$25,000,000.
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 "ARC II"). ARC
II is wholly-owned by MAE GP Corporation ("MAE GP"), an affiliate of Insignia
Financial Group, Inc. (Insignia). Effective February 25, 1998, MAE GP was
merged into Insignia Properties Trust ("IPT"), which is an affiliate of
Insignia. Thus, the General Partner is now a wholly-owned subsidiary of IPT.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
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 had a 57% interest in Angeles Fort Worth Option Joint Venture
("Fort Worth"). Fort Worth's remaining asset was sold on March 22, 1995, and
all remaining cash was used to pay 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 $ 3,219 (1) (1) (1) $ 2,682
(1)As a result of adopting the liquidation basis of accounting, the gross
carrying value of the property was adjusted to its net realizable value and
will not be depreciated further.
See "Note B" of the financial statements included in "Item 7." for a description
of the Partnership's former depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Southgate Village Apts.
1st mortgage $ 2,569 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,
in default (4) 198 (3) (2) 11/1997 198
Total $ 4,767 $ 4,175
<FN>
(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").
</FN>
</TABLE>
Average annual rental rate and occupancy for 1997 and 1996 for the investment
property is as follows:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Southgate Village Apts. $5,771/unit $5,604/unit 91% 93%
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 1997 are as follows: (dollar amounts in
thousands)
1997 1997
Billing Rate
(in thousands)
Southgate Village Apts. $ 72 5.91%
ITEM 3. LEGAL PROCEEDINGS
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 1998 through foreclosure.
In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long as AMIT's option is
outstanding). These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding). The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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 meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust, and in connection with that merger, MAE GP dividended all of
the Class B shares to its sole stockholder, Metropolitan Asset Enhancement, L.P.
("MAE"). As a result, MAE, as the holder of the Class B shares, is now subject
to the terms of the settlement agreement, option and irrevocable proxy described
in the two preceding paragraphs. Neither MAE GP nor MAE has exerted and intends
to exert any management control over or participate in the management of AMIT.
However, subject to the terms of the proxy described below, MAE may choose to
vote the Class B shares as it deems appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia Financial Group, Inc. ("Insignia") (which provides property
management and partnership administration services to the Partnership), owned
96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A share and Class B share being converted into 1.625 and 0.0332
common shares of IPT, respectively. The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997. It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.
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 loans previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ARC II"). 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, 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. An affiliate of Angeles now serves as the general
partner of AAP.
The Partnership, along with other affiliates, has been named in a suit brought
by a company which owned a 20% interest ("Plaintiff") in Fort Worth's investment
property, the W.T. Waggoner Building, which was sold in 1995. The Plaintiff is
suing for breach of contract and negligence for mismanagement of the property.
The General Partner believes that there is no merit in this suit and intends to
vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition or operations of
the Partnership.
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 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 3,784 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 ended
December 31, 1996, the number of Limited Partnership Units decreased by 600
units due to abandonment by the unitholders. 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 1998 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 of approximately
$198,000 matured in November 1997 and the Partnership does not have the ability
to satisfy the indebtedness, which is subordinated to the AMIT debt. 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 1998. 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 year ended December 31, 1997, the Partnership recorded a net increase in
net liabilities in liquidation of approximately $531,000. The statement of net
liabilities in liquidation as of December 31, 1997, includes approximately
$381,000 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 June 30, 1998. 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
Report of Ernst & Young LLP, Independent Auditors
Statement of Net Liabilities in Liquidation - December 31, 1997
Statement of Changes in Net Liabilities in Liquidation - Year ended
December 31, 1997
Statement of Changes in Net Liabilities Liquidation - Six months ended
December 31, 1996
Statement of Operations - Six months ended June 30, 1996
Statements of Changes in Partners' Deficit - Six months ended June 30, 1996
Statement of Cash Flows - Six months ended June 30, 1996
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, 1997 and the related statement of
changes in net liabilities in liquidation for the year then ended and 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 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 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 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. 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, 1997 and the related statement of changes in net liabilities in liquidation
for the year then ended and 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, 1997, and the changes in net
liabilities in liquidation for the year ended December 31, 1997, and 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 six months ended June 30,
1996.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 25, 1998,
except for Note K, as to which
the date is March 17, 1998
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF NET LIABILITIES IN LIQUIDATION
(in thousands)
December 31, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 40
Restricted - tenant security deposits 29
Accounts receivable 14
Escrow for taxes 41
Investment property (Notes A, E and I) 3,219
3,343
Liabilities
Accounts payable 18
Tenant security deposits 29
Accrued interest (Note G) 2,423
Other liabilities 80
Mortgage notes payable, $2,198 in default (Notes A,E,G and I) 4,767
Estimated costs during the period of
liquidation (Note A) 381
7,698
Net liabilities in liquidation (Note A) $ (4,355)
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(in thousands)
Year Ended December 31, 1997
Net liabilities in liquidation at December 31, 1996 $ (3,824)
Changes in net liabilities in liquidation
attributed to:
Decrease in unrestricted cash (95)
Increase in restricted cash 12
Increase in accounts receivable 7
Decrease in investment properties (24)
Decrease in accounts payable 7
Increase in tenant security deposits (2)
Increase in accrued interest (723)
Increase in other liabilities (8)
Decrease in mortgage notes payable 45
Decrease in estimated costs during the period
of liquidation 250
Net liabilities in liquidation at December 31, 1997 $ (4,355)
See Accompanying Notes To Financial Statements
ANGELES INCOME PROPERTIES, LTD. V
STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
(in thousands)
Six Months Ended 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 411
General and administrative 111
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 CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 45,450 $ 1 $ 45,450 $ 45,451
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:
Receivables and deposits 29
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
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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. Payment was not made and 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 1998
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") of approximately $198,000 matured in November 1997
and the Partnership does not have the ability to satisfy the indebtedness, which
is subordinated to the AMIT debt. 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 1998. 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, 1997,
includes approximately $381,000 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 June 30, 1998.
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"). ARC II is wholly-
owned by MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial
Group, Inc., ("Insignia"). Effective February 25, 1998, MAE GP was merged into
Insignia Properties Trust ("IPT"), which is an affiliate of Insignia. Thus, the
General Partner is now a wholly-owned subsidiary of IPT. As of December 31,
1997, 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.
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: Cash and cash equivalents include cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days. At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.
Investment Properties: Prior to July 1, 1996, investment properties were at
stated cost. The Partnership recorded impairment losses on long-lived assets
used in operations when events and circumstances indicated that the assets might
be impaired and the undiscounted cash flows estimated to be generated by those
assets were less than the assets' carrying amount. The impairment loss is
measured by comparing the fair value of the asset to its carrying amount. As of
July 31, 1996, and as result of the Partnership adopting the liquidation basis
of accounting, the investment property was adjusted to its estimated net
realizable value.
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. The Partnership recognizes income as earned on its leases. In
addition, it is the General Partner's policy to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged to expense as incurred.
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 provided the tenant has not damaged the unit and is
current on rental payments.
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.
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 PROPERTY
The Partnership had a nonrecourse first 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 principle terms of notes payable at December 31, 1997, are as follows:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Southgate Village Apts.
1st mortgage $ 26 10.63% 01/2006 $ 1,977 $ 2,569
2nd mortgage, in
default (1) 19 11.5% 03/1995(2) 2,000 2,000
Angeles Income
Properties, Ltd. V
Note payable, in
default (4) (2) (3) 11/1997(2) 198 198
$ 45 $ 4,175 $ 4,767
<FN>
(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").
</FN>
</TABLE>
The mortgage notes payable are secured by pledge of the Partnership's rental
property and by pledge of revenues from the respective rental property. The
first 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, 1997,
are as follows: (dollar amounts in thousands)
1998 $ 2,248
1999 55
2000 61
2001 68
2002 76
Thereafter 2,259
$ 4,767
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.
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities:
1997
Net liabilities in liquidation, as reported $ (4,355)
Land and buildings 500
Accumulated depreciation (1,037)
Syndication and distribution costs 6,344
Accruals (562)
Net assets - Federal tax basis $ 890
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 certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following amounts were paid or accrued to the General Partner and affiliates
in 1997 and 1996: (dollar amounts in thousands)
1997 1996
Property management fees $ 41 $ 70
Reimbursement for services of affiliates 58 155
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master policy. The
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 that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was 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. An affiliate of Angeles now serves as the general
partner of 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, 1997, with monthly interest only payments
at prime plus 2%. This loan is currently in default and is subordinated to the
AMIT debt (described below). Total interest incurred for this loan was
approximately $21,000 and $20,000 for the years ended December 31, 1997 and
1996, respectively. Accrued interest was approximately $101,000 at December 31,
1997.
AMIT currently holds a note receivable from the Partnership in the total
principal amount of $2,000,000 secured by Southgate Village Apartments. This
debt is in default at December 31, 1997. Total interest incurred on this
financing was $703,000 and $1,085,000 for the years ended December 31, 1997 and
1996, respectively. Accrued interest was $2,299,000 at December 31, 1997.
In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long at AMIT's option is
outstanding). These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding). The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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 meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust, and in connection with that merger, MAE GP dividended all of
the Class B shares to its sole stockholder, Metropolitan Asset enhancement, L.P.
("MAE"). As a result, MAE, as the holder of the Class B shares, is now subject
to the terms of the settlement agreement, option and irrevocable proxy described
in the two preceding paragraphs. Neither MAE GP nor MAE has exerted and intends
to exert any management control over or participate in the management of AMIT.
However, subject to the terms of the proxy described below, MAE may choose to
vote the Class B shares as it deems appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia Financial Group, Inc. ("Insignia") (which provides property
management and partnership administration services to the Partnership), owned
96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A share and Class B share being converted into 1.625 and 0.0332
common shares of IPT, respectively. The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997. It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.
NOTE H - LEGAL PROCEEDINGS
The Partnership had an investment interest in the Angeles Forth Worth Option
Joint Venture ("Forth Worth") prior to 1997. The Joint Venture was dissolved in
January 1996. 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.
NOTE I - INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Southgate Village Apts. $ 4,569 $ 269 $ 3,095 $ (145)
Angeles Income
Properties, Ltd. V 198 -- -- --
Totals $ 4,767 $ 269 $ 3,095 $ (145)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
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 $ 2,950 $3,219 (1) 06/26/87 (1)
<FN>
(1)As a result of adopting the liquidation basis of accounting, the gross
carrying value of the property was adjusted to its net realizable value and
will not be depreciated further.
</FN>
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation" (in
thousands):
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 3,243 $ 9,818
Property improvements 26 17
Disposal of property -- (4,267)
Adjustment due to liquidation (50) (2,325)
Balance at end of year $ 3,219 $ 3,243
Accumulated Depreciation
Balance at beginning of year $ -- $ 2,515
Additions charged to expense -- 121
Disposal of property -- (273)
Adjustment due to liquidation -- (2,363)
Balance at end of year $ -- $ --
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996 is $3,719,000 and $3,706,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1997 and 1996
is $1,037,000 and $930,000.
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 net income per Limited Partnership Unit in the accompanying
Statement of Operations is calculated based on the number of units outstanding
at the beginning of the year.
NOTE K - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES
There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
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
ARC II is wholly-owned by MAE GP Corporation ("MAE GP"), an affiliate of
Insignia Financial Group, Inc. ("Insignia"). Effective February 25, 1998, MAE
GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of
Insignia. Thus the General Partner is now a wholly-owned subsidiary of IPT.
The names of the directors and executive officers of Angeles Realty Corporation
II ("ARC II"), the Partnership's General Partner, their age and the nature of
all positions with ARC II presently held by them are as follows:
Name Age Position
Carroll D. Vinson 57 President and Director
Robert D. Long, Jr. 30 Vice President and Chief
Accounting Officer
William H. Jarrard, Jr. 51 Vice President
Daniel M. LeBey 32 Secretary
Kelley M. Buechler 40 Assistant Secretary
Carroll D. Vinson has been President and Director of the General Partner and
President of Metropolitan Asset Enhancement, L.P. ("MAE"), and subsidiaries
since August 1994. He has acted as Chief Operating Officer of IPT, since May
1997. 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 which included portfolio acquisitions, asset dispositions, debt
restructurings and financial reporting. 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.
Robert D. Long, Jr. has been Vice President of the General Partner since August
1994. Mr. Long joined MAE, in September 1993. Since 1994 he has acted as Vice
President and Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an
accountant for Insignia until joining MAE in 1993. Prior to joining Insignia,
Mr. Long was an auditor for the State of Tennessee and was associated with the
accounting firm of Harsman Lewis and Associates.
William H. Jarrard, Jr. has been President and Director of the General Partner
since December 1992. He has acted as Senior Vice President of IPT, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Daniel M. LeBey has been Secretary of the General Partner since January 29, 1998
and Insignia's Assistant Secretary since April 30, 1997. Since July 1996 he has
also served as Insignia's Associate General Counsel. From September 1992 until
June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird LLP,
Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the General Partner since
December 1992 and 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,
certain fees and other payments have been made to the Partnership's General
Partner and its affiliates, as described in "Item 12." below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 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
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership. The Partnership Agreement provides for certain
payments to affiliates for services and as reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership.
The following amounts were paid or accrued to the General Partner and affiliates
in 1996 and 1997: (dollar amounts in thousands)
1997 1996
Property management fees $ 41 $ 70
Reimbursement for services of affiliates 58 155
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master policy. The
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 that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was 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, 1997, with monthly interest only payments
at prime plus 2%. This loan is currently in default and is subordinated to the
AMIT debt (described below). Total interest incurred for this loan was
approximately $21,000 and $20,000 for the years ended December 31, 1997 and
1996, respectively. Accrued interest was approximately $101,000 at December 31,
1997.
AMIT currently holds a note receivable from the Partnership in the total
principal amount of $2,000,000 secured by Southgate Village Apartments. This
debt is in default at December 31, 1997. Total interest incurred on this
financing was $703,000 and $1,085,000 for the years ended December 31, 1997 and
1996, respectively. Accrued interest was $2,299,000 at December 31, 1997.
In November 1992, MAE GP Corporation ("MAE GP") acquired 1,675,113 Class B
Common Shares of AMIT. The terms of the Class B shares provide that they are
convertible, in whole or in part, into Class A Common Shares of AMIT on the
basis of 1 Class A share for every 49 Class B shares (however, in connection
with the settlement agreement described in the following paragraph, MAE GP
agreed not to convert the Class B shares so long at AMIT's option is
outstanding). These Class B Shares entitle the holder to receive 1% of the
distributions of net cash distributed by AMIT (however, in connection with the
settlement agreement described in the following paragraph, MAE GP agreed to
waive its right to receive dividends and distributions so long as AMIT's option
is outstanding). The holder of the Class B shares is also entitled to vote on
the same basis as the holders of Class A shares, providing the holder with
approximately 39% of the total voting power of AMIT (unless and until converted
to Class A shares, in which case the percentage of the vote controlled
represented by such shares would approximate 1.3% of the total voting power of
AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
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. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995), as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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 meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into Insignia
Properties Trust, and in connection with that merger, MAE GP dividended all of
the Class B shares to its sole stockholder, Metropolitan Asset enhancement, L.P.
("MAE"). As a result, MAE, as the holder of the Class B shares, is now subject
to the terms of the settlement agreement, option and irrevocable proxy described
in the two preceding paragraphs. Neither MAE GP nor MAE has exerted and intends
to exert any management control over or participate in the management of AMIT.
However, subject to the terms of the proxy described below, MAE may choose to
vote the Class B shares as it deems appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia Financial Group, Inc. ("Insignia") (which provides property
management and partnership administration services to the Partnership), owned
96,800 Class A shares of AMIT at December 31, 1997. These Class A shares
represent approximately 2.2% of the total voting power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity then owned 98% by Insignia and its
affiliates ("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a
definitive merger agreement pursuant to which (subject to shareholder approval
and certain other conditions, including the receipt by AMIT of a fairness
opinion from its investment bankers) AMIT would be merged with and into IPT,
with each Class A share and Class B share being converted into 1.625 and 0.0332
common shares of IPT, respectively. The foregoing exchange ratios are subject
to adjustment to account for dividends paid by AMIT from January 1, 1997 and
dividends paid by IPT from February 1, 1997. It is anticipated that Insignia
and its affiliates (including MAE) would own approximately 57% of post-merger
IPT when this transaction is consummated.
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, 1997.
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 24, 1998
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 24, 1998
Carroll D. Vinson
/s/Robert D. Long, Jr. Vice President Date: March 24, 1998
Robert D. Long, Jr.
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 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.
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Income Properties, Ltd. V 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 40
<SECURITIES> 0
<RECEIVABLES> 14
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 3,219
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,343
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 4,767
0
0
<COMMON> 0
<OTHER-SE> 381
<TOTAL-LIABILITY-AND-EQUITY> 7,698
<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>
