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 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 0-16210
ANGELES INCOME PROPERTIES, LTD. 6
(Name of small business issuer in its charter)
California 95-4106139
(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)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ].
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year. $8,434,000
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of 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 General Partner'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. 6 (the "Partnership" or "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to the Agreement of Limited Partnership dated June 29,
1984, as amended (the "Agreement"). The Partnership's general partner is
Angeles Realty Corporation II, a California corporation (hereinafter referred to
as the "General Partner" or "ARC II") and 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 IPT, 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
47,384 units aggregating $47,384,000. 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 General Partner intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The General Partner is vested with
full authority as to the general management and supervision of the business and
affairs of the Partnership. Limited Partners have no right to participate in
the management or conduct of such business and affairs. Insignia Residential
Group, L.P., an affiliate of Insignia, provides day-to-day management services
to all of the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar projects in its immediate area, but with hundreds
of similar projects throughout the urban areas. Such competition is primarily
on the basis of locations, 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 Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Lazy Hollow Apartments 07/01/89 Fee ownership, subject Residential Rental
Columbia, MD to a first mortgage 178 units
Homestead Apartments 11/10/88 Fee ownership, subject to Residential Rental
East Lansing, MI a first mortgage 168 units (1)
Whispering Pines 11/30/87 Fee ownership, subject to Residential Rental
Mobile Home Park first and second mortgages 304 pads
Lantana, FL
Casa Granada Apartments 04/30/89 Fee ownership, subject to Residential Rental
Harlingen, TX a first mortgage 108 units
Mesa Dunes 04/01/95 Fee ownership, subject to Residential Rental
Mobile Home Park first and second mortgages 451 pads
Mesa, AZ
Wakonda Shopping Center 04/01/95 Fee ownership, subject to Commercial
Demoines, IA first mortgage 147,000 sq. ft.
Town & Country 04/01/95 Fee ownership, subject to Commercial
Shopping Center first mortgage 104,000 sq. ft. (2)
Cedar Rapids, IA
<FN>
(1) A duplex apartment at Homestead Apartments was converted during 1997 to
become the property's office space resulting in a reduction in the number
of units from 170 to 168.
(2) During May 1997, a tenant occupying 18,600 square feet moved out as its
lease had expired. The tenant was a bowling lane and occupied the basement
level of the property. Due to the estimated high cost of improving this
space and its basement location, the space is considered non-leasable space
and is not included in the square footage above.
</FN>
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Lazy Hollow Apartments $ 6,516 $ 2,316 5-40 yrs (1) $ 8,317
Homestead Apartments 5,510 1,749 5-40 yrs (1) 5,299
Whispering Pines
Mobile Home Park 5,048 1,028 5-40 yrs (1) 4,076
Casa Granada Apartments 2,606 613 5-40 yrs (1) 2,149
Mesa Dunes Mobile
Home Park 8,960 1,229 5-40 yrs (1) 7,316
Wakonda Shopping Center 3,440 889 5-40 yrs (1) 4,652
Town & Country
Shopping Center 4,143 826 5-40 yrs (1) 3,357
$36,223 $ 8,650 $35,166
<FN>
(1) Straight-line
See "Note A" of the financial statements included in "Item 7." for a
description of the Partnership's depreciation policy.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Lazy Hollow Apartments
1st trust deed $ 4,083 7.50% 30 yrs 07/2019 $ --
Homestead Apartments
1st trust deed 3,167 7.33% 30 yrs 11/2003 2,935
Whispering Pines
Mobile Home Park
1st trust deed 4,908 7.83% 28.67 yrs 10/2003 4,423
2nd trust deed 159 7.83% (1) 10/2003 159
Casa Granada Apartments
1st trust deed 1,301 10.07% 30 yrs 09/1999 1,280
Mesa Dunes Mobile
Home Park
1st trust deed 6,325 7.83% 28.67 yrs 10/2003 5,699
2nd trust deed 205 7.83% (1) 10/2003 205
Wakonda Shopping Center/
Town & Country Shopping
Center
1st trust deed (2) 3,385 9.0% 30 yrs 12/2003 3,125
23,533
Less unamortized
discount (159) $ 17,826
Total $ 23,374
<FN>
(1) Interest only payments.
(2) Payable to Angeles Mortgage Investment Trust ("AMIT") (See "Note E" in
"Item 7").
</FN>
</TABLE>
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
<TABLE>
<CAPTION>
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
<S> <C> <C> <C> <C>
Lazy Hollow Apartments (1) $9,140/unit $8,740/unit 93% 94%
Homestead Apartments (2) 7,379/unit 7,058/unit 94% 95%
Whispering Pines Mobile Home Park (3) 3,660/unit 3,524/unit 94% 96%
Casa Granada Apartments (4) 5,564/unit 5,528/unit 93% 94%
Mesa Dunes Mobile Home Park (5) 2,845/unit 2,776/unit 89% 87%
Wakonda Shopping Center (6) 5.82/s.f. 4.62/s.f. 84% 89%
Town & Country Shopping Center (7) 6.72/s.f. 5.92/s.f. 85% 96%
1) The decrease in occupancy at Lazy Hollow Apartments is due to
increased rental rates, which have motivated tenants to seek housing
elsewhere. Lower interest rates have enabled some tenants to move
out due to the purchase of homes.
2) Occupancy at Homestead Apartments is low during summer, but begins
to increase in the fall due to the college student market. Also
slightly impacting occupancy are increased rental rates.
3) Average occupancy decreased at Whispering Pines Mobile Home Park due
to efforts made to improve the tenant profile which resulted in
several tenant evictions.
4) The decrease in occupancy at Casa Granada Apartments is due to
increased competition resulting from the construction of new
complexes in the area.
5) Although the average occupancy at Mesa Dunes Mobile Home Park has
increased compared to 1996, the property continues to experience low
occupancy. The tenant base is primarily retirement age and as the
base declines, the park's electrical supply cannot accommodate the
needs of the more popular double-wide mobile homes. Therefore,
potential tenants are selecting other mobile home parks which will
accommodate the needs of double-wide homes.
6) Wakonda Shopping Center is located in a stable, mature residential
area. The property has had difficulty attracting retail tenants due
in part to a local enclosed mall and lack of restaurants in the
area.
7) The decrease in average occupancy at Town & Country Shopping Center
is due to the move-out of two large tenants occupying a combined
total of approximately 32,000 square feet. As discussed above in
"Description of Properties", the vacancy created in the basement
space of the center is now considered non-leasable space. The 1997
occupancy rate above is based on that space being excluded as of May
1997 when the tenant vacated.
</FN>
</TABLE>
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes and commercial buildings
in the area. The General Partner believes that all of the properties are
adequately insured. The multi-family residential properties' lease terms are
for one year or less. No residential tenant leases 10% or more of the available
rental space.
The following is a schedule of the commercial lease expirations for the years
1998-2007 (dollar amounts in thousands):
<TABLE>
<CAPTION>
Number of % of Gross
Wakonda Shopping Center Expirations Square Feet Annual Rent Annual Rent
<S> <C> <C> <C> <C>
1998 2 1,817 $ 12 2%
1999 9 22,508 150 30%
2000 3 3,825 34 7%
2001 4 14,530 97 20%
2002 4 61,223 134 27%
2003 - -- -- --
2004 1 6,210 34 7%
2005 1 3,500 37 7%
2006-2007 - -- -- --
Town & Country Shopping Center
1998 (1) 7 19,801 $ 135 25%
1999 5 6,738 48 9%
2000 6 17,931 136 26%
2001 5 25,231 129 24%
2002 3 3,701 33 6%
2003 1 4,200 40 7%
2004 - -- -- --
2005 1 1,517 14 3%
2006-2007 - -- -- --
<FN>
(1) The General Partner anticipates re-negotiating these leases with the
current tenants.
</FN>
</TABLE>
The following schedule reflects information on tenants occupying 10% or more of
the leasable square feet for each commercial property:
<TABLE>
<CAPTION>
Square Footage Annual Rent Lease
Property Nature of Business Leased Per Square Ft Expiration
<S> <C> <C> <C> <C>
Wakonda Grocery 47,382 $ .78 01/31/02
Shopping
Center
Town and Country
Shopping Center Variety Discount 14,112 $ 6.35 01/31/01
</TABLE>
Real estate taxes and rates in 1997 for each property were:
1997 1997
Billing Rate
(in thousands)
Lazy Hollow Apartments (1) $ 135 4.08%
Homestead Apartments 169 6.65%
Whispering Pines Mobile Home Park 127 3.16%
Casa Granada Apartments 39 2.37%
Mesa Dunes Mobile Home Park 26 1.12%
Wakonda Shopping Center (1) 230 4.30%
Town & Country Shopping Center (1) 95 3.11%
(1) Tax bill is for the fiscal year of the taxing authority which differs from
that of the Partnership.
ITEM 3. LEGAL PROCEEDINGS
On or about March 31, 1992, the Partnership executed in favor of Angeles
Mortgage Investment Trust ("AMIT") a promissory note whereby AMIT agreed to lend
the Partnership $935,000. The Partnership executed and delivered to AMIT a deed
of trust, assignment of leases and rents, security agreement and fixture filing.
In a lawsuit brought against the Partnership in Clark County, Nevada District
Court in January 1997, AMIT alleged that the Partnership made unapproved
distributions of $112,500 plus late fees and interest, putting the Partnership
in default under the deed. AMIT sought in its complaint: an order appointing a
receiver; and to have all rents, issues and profits collected on behalf of the
Partnership be paid to the Court appointed receiver for the benefit of AMIT; as
well as all books and records related to the LaSalle Warehouse; an order which
allows the court-appointed receiver to disburse to AMIT on a monthly basis, all
net income after payment of all operating expenses, fees, and reimbursements to
said receiver an order requiring the Partnership to provide an accounting for
the period of March 31, 1992, through November 30, 1996, attorneys fees and
costs and other relief. Effective March 1, 1997, the General Partner
successfully negotiated with AMIT to release the property from foreclosure in
exchange for the Partnership curing the default status on the debt to AMIT.
The Registrant is unaware of any other pending or outstanding litigation that is
not of a routine nature. The General Partner of the Registrant believes that
all such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership did not vote on any matter during the 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 47,384 Limited
Partnership Units during its offering period through September 30, 1988, and as
of December 31, 1997, had 47,314 Limited Partnership Units outstanding held by
4,312 Limited Partners of record. There is no intention to sell additional
Limited Partnership Units, nor is there an established market for these units.
During 1996, the number of Limited Partnership Units, decreased by 63 due to
limited partners abandoning their 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.
No distributions were made during the years ended December 31, 1997 or 1996.
Future distributions will be dependent on the levels of net cash generated from
operations, refinancings, property sales, and the availability of cash reserves.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
RESULTS OF OPERATIONS
For the year ended December 31, 1997, the Partnership realized net income of
approximately $815,000 versus net income of approximately $6,106,000 for the
year ended December 31, 1996. The decrease in net income is due primarily to the
$10,135,000 extraordinary gain on early extinguishment of debt for Hawthorne
Works Business Center, offset somewhat by the $2,874,000 loss on the sale of the
Hawthorne Works Business Center in July 1996. The decrease is also partially
offset by the $692,000 gain on the sale of La Salle Warehouse in October, 1997.
See "Note C" of the financial statements in "Item 7." for a discussion of these
property sales. As a result of these property sales, during the year ended
December 31, 1997 the Partnership realized decreases in rental income and the
following expenses: operating, depreciation, interest, property tax and bad debt
expense. Other than fluctuations relating to the sales, the Partnership
experienced other variances in revenues and expenses. Rental income increased
due to rental rate increases at all of the Partnership's remaining investment
properties. Contributing to the increase in net income at the Partnership's
remaining properties was a decrease in interest expense resulting from the
refinancing of Homestead Apartments in 1996 at a lower interest rate.
Additionally, the Partnership recorded bad debt recoveries during 1997, which
were attributable to the General Partner's efforts to collect certain past due
amounts from tenants at Whispering Pines Mobile Home Park. Partially offsetting
the increase in net income was an increase in operating expenses due to an
increase in incentives and other property related expenses in order to increase
occupancy at Whispering Pines Mobile Home Park. Also, parking lot repairs and
interior and exterior building improvements were performed at Homestead
Apartments and exterior building repairs were made at Casa Granada Apartments
during 1997. Winter weather resulting in an unusual amount of ice, increased
snow removal and parking lot cleaning expenses at Town & Country Shopping Center
and Wakonda.
Included in operating expense at December 31, 1997, is approximately $182,000 of
major repairs and maintenance, mainly comprised of exterior building
improvements, parking lot repairs and major landscaping. At December 31, 1996,
operating expense included approximately $243,000 of major repairs and
maintenance, mainly comprised of parking lot repairs, major landscaping,
swimming pool repairs and exterior building improvements.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $1,941,000 versus approximately $1,852,000 at December 31, 1996.
For the year end December 31, 1997, net cash increased by approximately $89,000
compared to a net increase of approximately $403,000 for the year ended December
31, 1996. Net cash provided by operating activities increased during the year
ended December 31, 1997, compared to the year ended December 31, 1996, due
primarily to improved property operations at the Partnership's remaining
properties, as discussed above, an increase in accrued taxes related to the
timing of payments, and a decrease in receivables and deposits. Net cash
provided by investing activities decreased primarily due to a decrease in
proceeds from the sale of investment property. During the year ended December
31, 1997, the Partnership received net proceeds of approximately $1,229,000 from
the sale of LaSalle Warehouse, compared to net proceeds of approximately
$8,865,000 from the Hawthorne Works Business Center sale during 1996. Net cash
used in financing activities decreased primarily due to a decrease in repayment
on mortgage notes payable as a result of the pay off of mortgages on the
property sold in 1997 compared to 1996, respectively.
During the first quarter of 1997, the mortgage debt secured by LaSalle Warehouse
was restructured (See "Note B" in "Item 7."). In October 1997, the Partnership
sold LaSalle Warehouse and the net proceeds from the sale were applied to the
outstanding debt to AMIT. In addition, as part of the restructure, the
Partnership allowed AMIT to place a second mortgage on the Wakonda Shopping
Center and the Town & Country Shopping Center.
Subsequent to December 31, 1997, the Partnership received an unsolicited offer
from an unaffiliated party to purchase Whispering Pines Mobile Home Park, and
has a contract to sell this property for $7,050,000. The proceeds from the sale
will be applied to the outstanding debt on the property. There can be no
assurances; however, that the negotiations to sell this property will be
successful.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the various properties to adequately maintain the
physical assets, meet mortgage obligations, and other operating needs of the
Partnership. Such assets are currently thought to be sufficient for any near-
term needs of the Partnership. At December 31, 1997, the mortgage debt, in the
amount of approximately $23,374,000, has maturity dates ranging from September
1999 to June 2019. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings, property sales, and the
availability of cash reserves. There were no cash distributions during the
years ended December 31, 1997 or 1996.
YEAR 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
OTHER
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
ANGELES INCOME PROPERTIES, LTD. 6
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young, LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31,
1997 and 1996
Consolidated Statements of Changes in Partners' (Deficit) Capital -
Years ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997
and 1996
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Income Properties, Ltd. 6
We have audited the accompanying consolidated balance sheet of Angeles Income
Properties, Ltd. 6 as of December 31, 1997, and the related consolidated
statements of operations, changes in partners' (deficit) capital and cash flows
for each of the two years in the period ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Income
Properties, Ltd. 6 at December 31, 1997, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 25, 1998,
except for Note "I", as to which the date is
March 17, 1998
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED BALANCE SHEET
(in thousands except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 1,941
Receivables and deposits, (net of
allowance of $83) 963
Restricted escrows 289
Other assets 807
Investment properties:
Land $ 5,944
Buildings and related personal property 30,279
36,223
Less accumulated depreciation (8,650) 27,573
$ 31,573
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 79
Tenant security deposits 99
Accrued taxes 349
Other liabilities 392
Mortgage notes payable 23,374
Partners' (Deficit) Capital
General partner $ (332)
Limited partners (47,314 units issued
and outstanding) 7,612 7,280
$ 31,573
See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Revenues:
Rental income $ 7,315 $ 9,109
Other income 427 428
Gain on disposition of property (Note C) 692 --
Casualty gain -- 180
Total revenues 8,434 9,717
Expenses:
Operating 3,115 3,885
General and administrative 412 406
Depreciation 1,031 1,360
Interest 2,300 3,671
Property taxes 793 1,289
Bad debt (recovery) expense (53) 261
Loss on disposition of property (Note C) -- 2,874
Total expenses 7,598 13,746
Income (loss) before extraordinary item 836 (4,029)
Extraordinary (loss) gain on early extinguishment
of debt (Note C) (21) 10,135
Net income $ 815 $ 6,106
Net income allocated
to general partner (1%) $ 8 $ 61
Net income allocated
to limited partners (99%) 807 6,045
Net income $ 815 $ 6,106
Per limited partnership unit:
Income (loss) before extraordinary item $ 17.49 $ (84.19)
Extraordinary (loss) gain on early
extinguishment of debt (.44) 211.79
Net income $ 17.05 $ 127.59
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 47,384 $ 1 $ 47,384 $ 47,385
Partners' (deficit) capital at
December 31, 1995 47,377 $ (401) $ 760 $ 359
Abandonment of Limited
Partnership Units (Note H) (63) -- -- --
Net income for the year ended
December 31, 1996 -- 61 6,045 6,106
Partners' (deficit) capital
at December 31, 1996 47,314 (340) 6,805 6,465
Net income for the year ended
December 31, 1997 -- 8 807 815
Partners' (deficit) capital
at December 31, 1997 47,314 $ (332) $ 7,612 $ 7,280
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES INCOME PROPERTIES, LTD. 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 815 $ 6,106
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 1,031 1,360
Amortization of discounts, loan costs, and
leasing commissions 157 202
Bad debt (recovery) expense (53) 261
(Gain) loss on sale of investment property (692) 2,874
Casualty gain -- (180)
Extraordinary loss (gain) on early extinguishment
of debt 21 (10,135)
Change in accounts:
Receivables and deposits 112 (132)
Other assets (66) (21)
Accounts payable (80) (148)
Tenant security deposit liabilities (15) (138)
Accrued taxes 41 (541)
Other liabilities 59 334
Net cash provided by (used in)
operating activities 1,330 (158)
Cash flows from investing activities:
Property improvements and replacements (370) (410)
Net (deposits to) withdrawals from restricted (17) (35)
escrows
Proceeds from sale of investment property 1,229 8,865
Insurance proceeds from casualty loss -- 180
Net cash provided by investing activities 842 8,600
Cash flows from financing activities:
Proceeds from long-term borrowing -- 3,200
Payments on mortgage notes payable (297) (355)
Repayment of mortgage notes payable (1,780) (10,792)
Loan costs paid (6) (92)
Net cash used in financing activities (2,083) (8,039)
Net increase in cash and cash equivalents 89 403
Cash and cash equivalents at beginning of period 1,852 1,449
Cash and cash equivalents at end of period $ 1,941 $ 1,852
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,174 $ 2,966
Supplemental disclosure of non-cash financing activities:
Interest on notes payable transferred to principal $ 423 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES INCOME PROPERTIES, LTD. 6
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Income Properties, Ltd. 6 (the "Partnership" or
"Registrant") is a California limited partnership organized in June 1984, to
acquire and operate residential and commercial real estate properties. The
Partnership's general partner is Angeles Realty Corporation II, a California
corporation (hereinafter referred to as the "General Partner" or "ARC II") and
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 five residential and two
commercial properties located in or near major urban areas in the United States.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its 99% limited partnership interests in Granada AIPL 6,
Ltd., AIP 6 GP, LP, Whispering Pines AIP 6, LP and Lazy Hollow Partners, Ltd.
The Partnership may remove the General Partner of all of the above Partnerships;
therefore, the partnerships are controlled and consolidated by the Partnership.
Also included in the consolidated financial statements are Mesa Dunes GP, LLC,
Wakonda Partners, Town and Country Partners and Mesa Dunes Partners, which are
wholly-owned by the partnership. All significant intercompany balances have
been eliminated.
Allocations and Distributions to Partners: In accordance with the Agreement of
Limited Partnership (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 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; provided, that the gain shall first be allocated
to Partners with negative account balances, in proportion to such balances, in
an amount equal to the sum of such negative capital account balances.
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 General Partner, on account of the current and accrued
Management Fee payable, deferred as contemplated therein (ii) Second, to the
Partners in proportion to their interests until the Limited Partners have
received proceeds equal to their unrecovered Capital Contributions (iii) Third,
to the Partners until the Limited Partners have received distributions equal to
their 6% (not compounded) Cumulative Distribution; (iv) Fourth, 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); (v)
Fifth, to the Partners until the Limited Partners have received distributions
equal to their 8% (not compounded) Cumulative Distribution, with certain limited
partners receiving additional priority distributions ranging from 1.5% to 4.5%
per annum (not compounded); and (vi) Sixth, thereafter, 86% to the Partners in
proportion to their interests and 14% (Final Incentive Interest) to the General
Partner.
Depreciation: Depreciation is computed using the straight-line and accelerated
methods over the estimated useful lives of the investment properties and related
personal property. For Federal income tax purposes, depreciation is computed
by using the straight-line method over an estimated life of 5 to 20 years for
personal property and 15 to 40 years for real property.
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.
Tenant Security Deposits - The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. Deposits are refunded when the tenant vacates,
provided the tenant has not damaged its space and is current on its rental
payments.
Investment Properties: Investment properties are stated at cost. Acquisition
fees are capitalized as a cost of real estate. The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were necessary
for the years ending December 31, 1997, or 1996.
Restricted Escrows:
Capital Reserves: At the time of the refinancing of Mesa Dunes Mobile Home Park
and Whispering Pines Apartments proceeds were designated for "capital
improvement escrows" for certain capital improvements. At December 31, 1997,
Mesa Dunes Mobile Home Park and Whispering Pines Apartments had unexpended
balances including interest of approximately $9,000 and $10,000, respectively,
for capital improvements. Upon completion of scheduled property improvements,
any excess funds will be returned for property operations.
Replacement Reserves: As a result of the refinancings in prior years of
Homestead Apartments, Casa Granada Apartments, and Lazy Hollow Apartments,
general reserve accounts were established to cover necessary repairs and
replacements of existing improvements. The balance in the reserve account for
Homestead Apartments at December 31, 1997 is approximately $31,000, with
required monthly deposits of $2,000. The balance for Casa Granada Apartments at
December 31, 1997, is approximately $32,000, with required monthly deposits of
$2,000. The balance for Lazy Hollow Apartments at December 31, 1997, is
approximately $176,000 with required monthly deposits of $2,000.
Loan Costs: Loan costs of approximately $816,000, less accumulated amortization
of approximately $348,000 at December 31, 1997, are included in other assets and
are being amortized on a straight-line basis over the lives of the respective
loans.
Advertising Costs: The Partnership expenses the costs of advertising as
incurred. Advertising expense, which is included in operating expenses, was
approximately $110,000 and $117,000 for the years ended December 31, 1997 and
1996, respectively.
Lease Commissions: Lease commissions of approximately $206,000 are included in
other assets and are being amortized using the straight-line method over the
terms of the respective leases. Current accumulated amortization is
approximately $111,000.
Leases: The Partnership generally leases residential units for twelve-month
terms or less. The Partnership recognizes income as earned on residential
leases. Commercial building lease terms are generally from 1 to 20 years.
Income from base rents on such leases is recognized on a straight-line basis
over the lease term. Several tenants have percentage rent clauses which provide
for additional rent upon the tenant achieving certain objectives. Percentage
rent recognized was approximately $214,000 and $90,000 in 1997 and 1996,
respectively.
Fair Value: The Partnership believes that the carrying amount of its financial
instruments (except for long-term debt) approximates their fair value due to the
short term maturity of these instruments. The fair value of the Partnership's
long term debt, after discounting the scheduled loan payments at an estimated
borrowing rate currently available to the Partnership, approximates its carrying
value.
Reclassifications: Certain reclassifications have been made to the 1996
balances to conform to the 1997 presentation.
NOTE B - NOTES PAYABLE
The principle terms of notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Lazy Hollow Apartments
1st trust deed $ 32 7.50% 07/2019 $ -- $ 4,083
Homestead Apartments
1st trust deed 22 7.33% 11/2003 2,935 3,167
Whispering Pines
Mobile Home Park
1st trust deed 38 7.83% 10/2003 4,423 4,908
2nd trust deed (1) 1 7.83% 10/2003 159 159
Casa Granada Apartments
1st trust deed 12 10.07% 09/1999 1,280 1,301
Mesa Dunes Mobile
Home Park
1st trust deed 49 7.83% 10/2003 5,699 6,325
2nd trust deed (1) 1 7.83% 10/2003 205 205
Wakonda Shopping Center/
Town & Country
Shopping Center
1st trust deed (2) 28 9.0% 12/2003 3,125 3,385
$ 183 $17,826 23,533
Less unamortized discounts (159)
$23,374
<FN>
(1) Interest only payments.
(2) Payable to Angeles Mortgage Investment Trust ("AMIT") (see "Note E").
</FN>
</TABLE>
During the first quarter of 1997, the General Partner successfully negotiated a
restructure of the mortgage indebtedness to AMIT, which was secured by the
LaSalle Warehouse. The terms of the restructure included adding previously
accrued interest of approximately $423,000 to the principal. The new interest
rate was 11.5% per annum, and the note was due December 31, 2003. Additionally,
AMIT was granted a second mortgage on the Wakonda Shopping Center and the Town &
Country Shopping Center as additional security on the loan. In October 1997,
LaSalle Warehouse was sold, and the mortgage balance of approximately $1,334,000
was paid from the sales proceeds and other Partnership funds.
A working capital loan due to AAP matured in November 1997. The principal
balance of approximately $446,000 plus accrued interest of approximately
$208,000 was paid in December 1997.
The mortgage notes payable are nonrecourse and are secured by pledge of certain
of the Partnership's investment properties and by pledge of revenues from the
respective investment properties. Certain of the notes impose prepayment
penalties if repaid prior to maturity.
follows:
(in thousands)
1998 $ 319
1999 1,620
2000 358
2001 387
2002 418
Thereafter 20,431
$ 23,533
On November 1, 1996, the Partnership refinanced the mortgage encumbering
Homestead Apartments. The mortgage principal refinanced was approximately
$2,897,000. The new mortgage indebtedness of $3,200,000 carries a stated
interest rate of 7.33% and is being amortized over 30 years with a balloon
payment due in November 2003. The Partnership capitalized loan costs of
approximately $92,000 related to the refinancing.
NOTE C - SALE OF INVESTMENT PROPERTIES
On October 8, 1997, LaSalle Warehouse was sold to an unaffiliated party. The
sales price of the property was $1,300,000. The sale resulted in net proceeds
of approximately $1,229,000 after payment of closing costs. At the time of
closing the outstanding mortgage balance of approximately $1,334,000 was repaid
from the net proceeds and other Partnership funds. The Partnership recorded a
gain on disposition of property of approximately $692,000 as well as an
extraordinary loss on early extinguishment of debt of approximately $21,000
related to the write off of unamortized loan costs.
On July 23, 1996, a sales contract was executed by the General Partner for the
sale of Hawthorne Works Business Center. The sales price was $9,150,000, which
was substantially less than the $17,645,000 in debt plus accrued interest that
was secured by this property. This indebtedness was non-recourse to the
Partnership. Net sales proceeds of $8,865,000 were used as partial satisfaction
of the indebtedness secured by the property and the unsatisfied portion
resulted in a $10,135,000 extraordinary gain on early extinguishment of debt,
as well as a $2,874,000 loss on sale of the property.
NOTE D - 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 of reported net income and Federal taxable
loss:
1997 1996
(in thousands, except unit data)
Net income as reported $ 815 $ 6,106
Add (deduct):
Depreciation differences (71) (206)
Unearned income 53 (35)
Bad debt expense -- (57)
Disposition of investment property (660) (14,935)
Other 12 (80)
Federal taxable income (loss) $ 149 $ (9,207)
Federal taxable income (loss) per
limited partnership unit $ 2.45 $ (192.65)
The following is a reconciliation between the Partnership's reported
amounts and Federal tax basis of net assets and liabilities:
(in thousands)
Net assets as reported $ 7,280
Land and buildings 6,994
Accumulated depreciation 599
Syndication and distribution costs 6,802
Other 160
Net assets - Federal tax basis $ 21,835
NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following payments were made to the General Partner and affiliates in 1997
and 1996:
1997 1996
(in thousands)
Property management fees (included in
operating expenses) $ 336 $ 400
Property lease commissions 39 34
Reimbursement for services of affiliates
(included in operating and general and
administrative expenses) 258 287
A director of Insignia is affiliated with a professional legal association that
received fees of approximately $12,000 in connection with the 1996 refinancing
of Homestead Apartments (see "Note B").
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 loan matured November 25, 1997, and was fully satisfied
with the payment of the principal balance of approximately $446,000 plus accrued
interest of approximately $208,000.
AMIT, a real estate investment trust, formerly affiliated with Angeles, has
provided first trust financing secured by the Partnership's investment property,
LaSalle Warehouse. Total indebtedness was approximately $911,000 plus accrued
interest of approximately $252,000 at December 31, 1996. This debt was in
default at December 31, 1996, due to non-payment of interest when due. During
1997, this note was restructured, and previously accrued interest of
approximately $423,000 was added to the principal balance. In October 1997,
LaSalle Warehouse was sold, and the mortgage balance of approximately $1,334,000
was paid from the sales proceeds and other Partnership funds. In addition, AMIT
made a loan to Mesa Dunes, Wakonda and Town & Country Partners ("Mesa Dunes")
secured by the Mesa Dunes real properties known as Mesa Dunes Mobile Home Park,
Wakonda Shopping Center and Town & Country Shopping Center. Total indebtedness
was approximately $3,385,000 at December 31, 1997. Total interest expense on
this financing was approximately $288,000 and $316,000 for the years ended
December 31, 1997 and 1996, respectively.
In November 1992, 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 IPT, 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 (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
IPT, an entity then owned 98% by Insignia and its affiliates. 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 F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Lazy Hollow Apartments $ 4,083 $ 998 $ 8,988 $ (3,470)
Homestead Apartments 3,167 557 5,988 (1,035)
Whispering Pines Mobile
Home Park 5,067 1,196 3,627 225
Casa Granada Apartments 1,301 235 1,930 441
Mesa Dunes Mobile
Home Park 6,530 2,205 6,724 31
Wakonda Shopping Center/ 873 2,469 98
Town & Country
Shopping Center 3,385 38 3,994 111
23,533
Less unamortized discounts (159)
$ 23,374 $ 6,102 $ 33,720 $ (3,599)
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
(dollar amounts in thousands)
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Lazy Hollow Apartments $ 841 $ 5,675 $ 6,516 $ 2,316 07/01/89 10-40
Homestead Apartments 557 4,953 5,510 1,749 11/10/88 10-40
Whispering Pines Mobile
Home Park 1,196 3,852 5,048 1,028 11/30/87 10-40
Casa Granada Apartments 234 2,372 2,606 613 04/30/89 10-40
Mesa Dunes Mobile Home Park 2,205 6,755 8,960 1,229 04/01/95 10-40
Wakonda Shopping Center 873 2,567 3,440 889 04/01/95 10-40
Town & Country Shopping Center 38 4,105 4,143 826 04/01/95 10-40
Totals $ 5,944 $ 30,279 $ 36,223 $ 8,650
</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,
1997 1996
(in thousands)
Investment Properties
Balance at beginning of year $ 36,604 $ 52,069
Property improvements 370 410
Disposal of property (751) (15,875)
Balance at end of Year $ 36,223 $ 36,604
Accumulated Depreciation
Balance at beginning of year $ 7,834 $ 10,831
Additions charged to expense 1,031 1,360
Disposal of property (215) (4,357)
Balance at end of Year $ 8,650 $ 7,834
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1997 and 1996, is $43,217,000 and $44,252,000, respectively.
The accumulated depreciation taken for Federal income tax purposes at December
31, 1997 and 1996, is $8,051,000 and $7,156,000, respectively.
NOTE G - OPERATING LEASES
Tenants of the commercial property are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes. Tenants are
generally not required to pay a security deposit.
As of December 31, 1997, the Partnership had minimum future rentals under
noncancellable leases with initial or remaining terms in excess of one year as
follows:
(in thousands)
1998 $ 1,013
1999 822
2000 658
2001 398
2002 242
Thereafter 668
$ 3,801
NOTE H - ABANDONMENT OF LIMITED PARTNERSHIP UNITS
In 1996, the number of Limited Partnership Units decreased by 63 units due to
Limited Partners abandoning their units. In abandoning Limited Partnership
Units, 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 for that year. The income (loss) per limited partnership
unit in the accompanying statements of operations is calculated based on the
number of units outstanding at the beginning of the year. No units were
abandoned in 1997.
NOTE I - SUBSEQUENT EVENTS
Subsequent to December 31, 1997, the Partnership received an unsolicited offer
from an unaffiliated party to purchase Whispering Pines Mobile Home Park, and
has a contract to sell this property for $7,050,000. The proceeds from the sale
will be applied to the outstanding debt on the property. There can be no
assurances; however, that the negotiations to sell this property will be
successful.
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
Angeles Realty Corporation II ("ARC II" or the "General Partner"), is a wholly-
owned subsidiary of MAE GP Corporation ("MAE GP"). Effective February 25, 1998,
MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate
of Insignia Financial Group, Inc. ("Insignia"). Thus the General Partner is now
a wholly-owned subsidiary of IPT.
The names of the directors and executive officers of ARC II, the Partnership's
General Partner, their ages 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"), an affiliate of
Insignia, 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 and Chief Accounting Officer 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 Vice President of the General Partner since
December 1992. He has acted as Senior Vice President of IPT, parent of the
General Partner, 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
June 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 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.
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 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 a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partner an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partner 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 capital account and (ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
would be entitled. Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following payments were made to the General Partner and affiliates in 1997
and 1996:
1997 1996
(in thousands)
Property management fees $ 336 $ 400
Property lease commissions 39 34
Reimbursement for services of affiliates 258 287
A director of Insignia Financial Group, Inc. is affiliated with a professional
legal association that received fees of $12,000 in connection with the 1996
refinancing of Homestead Apartments.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The agent assumed the financial
obligations to the affiliate of the General Partner 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 loan matured November 25, 1997 and was fully satisfied
with the payment of the principal balance of approximately $446,000 plus accrued
interest of approximately $208,000.
AMIT, a real estate investment trust, formerly affiliated with Angeles, has
provided first trust financing secured by the Partnership's investment property,
LaSalle Warehouse. Total indebtedness was approximately $911,000 plus accrued
interest of approximately $252,000 at December 31, 1996. This debt was in
default at December 31, 1996, due to non-payment of interest when due. During
1997 this note was restructured, and previously accrued interest of
approximately $423,000 was added to the principal balance. In October 1997,
LaSalle Warehouse was sold, and the mortgage balance of approximately $1,334,000
was paid from the sales proceeds. In addition, AMIT made a loan to Mesa Dunes,
Wakonda and Town & Country Partners ("Mesa Dunes") secured by the Mesa Dunes
real properties known as Mesa Dunes Mobile Home Park, Wakonda Shopping Center
and Town & Country Shopping Center. Total indebtedness was approximately
$3,385,000 at December 31, 1997. Total interest expense on this financing was
approximately $288,000 and $316,000 for the years ended December 31, 1997 and
1996, respectively.
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 IPT, 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
IPT, an entity then owned 98% by Insignia and its affiliates. 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: See Exhibit Index contained herein.
(b) Reports on Form 8-K:
Form 8-K dated October 8, 1997, was filed reporting the sale of
LaSalle Warehouse.
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. 6
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
Date: March 27, 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 and Director Date: March 27, 1998
Carroll D. Vinson
/s/Robert D. Long, Jr. Vice President and
Robert D. Long, Jr. Chief Accounting Date: March 27, 1998
Officer
EXHIBIT INDEX
EXHIBIT
3.1 Amended Certificate and Agreement of the Limited Partnership filed in
the Partnership's Prospectus dated June 11, 1987 which is incorporated
herein by reference.
10.1 Agreement of Purchase and Sale of Real Property with Exhibits -
Whispering Pines Mobile Home Park filed in Form 8-K dated November 30,
1987 which is incorporated herein by reference.
10.2 Agreement of Purchase and Sale of Real Property with Exhibits - Mesa
Dunes Mobile Home Park filed in Form 8-K dated December 23, 1987 which
is incorporated herein by reference.
10.3 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.
10.4 General Partnership Agreement of Sunny Acres Partners - Mesa Dunes
Mobile Home Park filed in Form 8-K dated December 23, 1987 which is
incorporated here in by reference.
10.5 Agreement of Purchase and Sale of Property with Exhibits - Wakonda
Shopping Center and Town and Country Shipping Center filed in Form 8-K
dated December 30, 1987 which is incorporated herein by reference.
10.6 First Amendment to Agreement of Purchase and Sale of Property - Wakonda
Shopping Center and Town and Country Shopping Center filed in Form 8-K
dated December 30, 1987 which is incorporated herein by reference.
10.7 Agreement of Purchase and Sale of Real Property with Exhibits -
Homestead Apartments filed in Form 8-K dated November 10, 1988 which is
incorporated herein by reference.
10.8 Promissory Note Homestead Apartments filed in Form 10-K dated March 29,
1991 which is incorporated herein by reference.
10.9 Agreement of Purchase and Sale of Real Property and exhibits - Lazy
Hollow Apartments filed in Form 8-K dated December 1989, which is
incorporated herein by reference.
10.10 Agreement of Purchase and Sale of Real Property and exhibits - Hawthorne
Works Business Center filed in Form 8-K dated January 19, 1990, which is
incorporated herein by reference.
10.11 Promissory Note - Whispering Pines Filed in Form 10-K dated March 27,
1992, which is incorporated herein by reference.
10.12 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.
10.13 Contract to Purchase and Sell Property - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and Greybeard Properties,
LLC, dated July 1, 1996.
10.14 Assignment and Assumption of Leases - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and LaSalle National
Trust, as Trustee dated August 28, 1996.
10.15 Assignment and Assumption of Contracts - Cable Plant and CM Complex of
Hawthorne Business Works - between CP and CMC and Hawthorne Street
Properties, LLC, as agent of LaSalle National Trust, as Trustee dated
August 28, 1996.
10.16 Bill of Sale - Cable Plant and CM Complex of Hawthorne Business Works -
between CP and CMC and LaSalle National Trust, as Trustee dated August
28, 1996.
10.17 Multifamily Note dated November 1, 1996, between Angeles Income
Properties Ltd. 6, a California Limited Partnership and Lehman Brothers
Holdings, Inc., relating to Homestead Apartments.
10.18 CONTRACT OF SALE executed October 8, 1997, by and between ANGELES INCOME
PROPERTIES, LTD. 6, a California limited partnership and PAUL CALLISTER
regarding the sale of LaSalle Warehouse.
10.19 ASSIGNMENT AND ASSUMPTION OF LEASES regarding the sale of LaSalle
Warehouse.
10.20 BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT regarding the sale of
LaSalle Warehouse.
16.1 Letter from the Registrant's former independent 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. 6 1997 Year-End 10-KSB and is qualified in its entirety
by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000812564
<NAME> ANGELES INCOME PROPERTIES, LTD. 6
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,941
<SECURITIES> 0
<RECEIVABLES> 963
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 36,223
<DEPRECIATION> 8,650
<TOTAL-ASSETS> 31,573
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 23,374
0
0
<COMMON> 0
<OTHER-SE> 7,280
<TOTAL-LIABILITY-AND-EQUITY> 31,573
<SALES> 0
<TOTAL-REVENUES> 8,434
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,598
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,300
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 836
<DISCONTINUED> 0
<EXTRAORDINARY> (21)
<CHANGES> 0
<NET-INCOME> 815
<EPS-PRIMARY> 17.05<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
