FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-14283
ANGELES INCOME PROPERTIES, LTD. IV
(Exact name of small business issuer as specified in its charter)
California 95-3974194
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1998
Assets
Cash and cash equivalents $ 3,756
Receivables and deposits, net of $110 allowance for
doubtful accounts 440
Restricted escrows 316
Other assets 739
Investment properties
Land $ 2,708
Buildings and related personal property 20,748
23,456
Less accumulated depreciation (12,833) 10,623
$ 15,874
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 32
Tenant security deposit liabilities 7
Accrued taxes 50
Other liabilities 148
Mortgage note payable 15,180
Partners' Capital (Deficit)
General partner's $ (1,130)
Limited partners' (131,585 units issued
and outstanding) 1,587 457
$ 15,874
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 1,049 $ 1,075
Other income 100 41
Bad debt recovery, net 8 4
Total revenues 1,157 1,120
Expenses:
Operating 447 374
General and administrative 48 102
Depreciation 264 257
Interest 378 383
Property taxes 50 55
Total expenses 1,187 1,171
Loss before equity in loss of joint
venture (30) (51)
Equity in loss of joint venture -- (468)
Net loss $ (30) $ (519)
Net loss allocated to general partner (2%) $ (1) $ (10)
Net loss allocated to limited partners (98%) (29) (509)
$ (30) $ (519)
Net loss per limited partnership unit $ (.22) $ (3.87)
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 131,800 $ 1 $ 65,900 $ 65,901
Partners' (deficit) capital
at December 31, 1997 131,585 $ (1,129) $ 1,616 $ 487
Net loss for the three months
ended March 31, 1998 -- (1) (29) (30)
Partners' (deficit) capital
at March 31, 1998 131,585 $ (1,130) $ 1,587 $ 457
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
d)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net loss $ (30) $ (519)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 264 257
Amortization of loan costs and leasing commissions 29 23
Equity in loss of joint venture -- 468
Bad debt recovery, net (8) (4)
Change in accounts:
Receivables and deposits 116 54
Other assets 8 (32)
Tenant security deposit liabilities -- (1)
Accounts payable (105) (29)
Accrued taxes (88) (83)
Other liabilities (30) (152)
Net cash provided by (used in) operating activities 156 (18)
Cash flows from investing activities:
Property improvements and replacements (88) (71)
Net withdrawals from (deposits to) restricted escrows 170 (60)
Net cash provided by (used in) investing activities 82 (131)
Cash flows used in financing activities:
Payments on mortgage notes payable (41) (50)
Net increase (decrease) in cash and cash equivalents 197 (199)
Cash and cash equivalents at beginning of period 3,559 3,308
Cash and cash equivalents at end of period $ 3,756 $ 3,109
Supplemental disclosure of cash flow information:
Cash paid for interest $ 371 $ 499
Supplemental disclosure of non-cash investing activities:
Fixed assets in accounts payable $ -- $ 12
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
e)
ANGELES INCOME PROPERTIES, LTD. IV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Angeles Income
Properties, Ltd. IV (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of Angeles Realty Corporation II ("ARC II" or the "General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1998, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Partnership's annual report on Form 10-KSB for
the fiscal year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
The Partnership had a 66.7% investment in Northtown Mall Partners ("Northtown")
until the property was sold effective April 1, 1997. During the fourth quarter
of 1997, all liabilities were paid and the joint venture was terminated.
The condensed profit and loss statements for the three months ended March 31,
1998 and 1997, for Northtown are as follows (in thousands):
Northtown
1998 1997
Revenue $ -- $ 2,696
Costs and expenses -- (3,399)
Net loss $ -- $ (703)
The Partnership's equity in the loss of the joint venture was approximately
$468,000 for the three months ended March 31, 1997.
The Partnership accounted for its 66.7% investment in Northtown using the equity
method of accounting. Under the equity method, the Partnership recorded its
equity interest in earnings or losses of the joint venture; however, the
investment in the joint venture will be recorded at an amount less than zero (a
liability) to the extent of the Partnership's share of net liabilities of the
joint venture.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
ARC II was 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 following payments were made to the General Partner and affiliates during
the three months ended March 31, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in
operating expenses) $36 $34
Lease commissions (included in other assets
and operating expenses) 5 --
Reimbursement for services of
affiliates (included in operating expenses
and general and administrative expenses) 61 58
Included in reimbursement for services of affiliates above is approximately
$28,000 for consulting performed by an affiliate of the General Partner.
For the period from January 1, 1997, 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 which received 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, MAE GP acquired 1,675,113 Class B Common Shares of Angeles
Mortgage Investment Trust ("AMIT"). The terms of the Class B Shares provide
that they are convertible, in whole or in part, into Class A Common Shares on
the basis of one Class A Share for every 49 Class B Shares (however, in
connection with the settlement agreement described in the following paragraph,
MAE GP has 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 execution 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 or 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 March 31,
1998. 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.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two commercial properties.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 1998 and 1997:
Average Occupancy
Property 1998 1997
Factory Merchants Mall 93% 92%
Pigeon Forge, Tennessee
Eastgate Market Place 96% 90%
Walla Walla, Washington (1)
(1) The occupancy at Eastgate Market Place increased as a result of the
move in of an anchor tenant in November 1997.
The Partnership realized a net loss of approximately $30,000 for the three month
period ended March 31, 1998, as compared to a net loss of approximately $519,000
for the three month period ended March 31, 1997. The decrease in net loss for
the three month period ended March 31, 1998, as compared to 1997, is primarily
attributable to the sale of Northtown Mall during the second quarter of 1997.
For the three month period ended March 31, 1997, the Partnership realized a net
loss of approximately $468,000 in the equity loss in the joint venture that
owned Northtown Mall.
Rental revenue decreased for the three month period ended March 31, 1998,
compared to the same period in 1997 primarily as a result of a decrease at
Factory Merchants Mall that was partially offset by an increase at Eastgate
Market Place. The decrease in rental revenue at Factory Merchants Mall results
from an increase in the number of temporary tenants that pay rent based upon a
percentage of sales which is often below market rental rates. The increase in
rental revenue at Eastgate Market Place can be attributed to the increase in
occupancy due to the addition of an anchor tenant in the fourth quarter of 1997.
Other income increased primarily from the receipt of lease cancellation fees at
Factory Merchants Mall. Although total expenses remained consistent for the
three month periods ended March 31, 1998 and 1997, there was an increase in
operating expenses mostly offset by a decrease in general and administrative
expenses. The increase in operating expense is primarily attributable to an
increase in association dues at Factory Merchants Mall relating to an increase
in promotional advertising partially offset by decreases in property and
maintenance expenses. Property expenses decreased primarily as a result of
decreases in salary and related payroll costs at both of the Partnership's
investment properties. Maintenance expenses decreased primarily as a result of
decreases in common area cleaning contracts at Factory Merchants Mall. General
and administrative expenses decreased as a result of decreases in General
Partner reimbursements and legal and administrative fees.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At March 31, 1998, the Partnership had cash and cash equivalents of
approximately $3,756,000, compared to approximately $3,109,000 at March 31,
1997. The increase in cash and cash equivalents for the three month period
ended March 31, 1998, was approximately $197,000 as compared to a decrease of
approximately $199,000 for the corresponding period in 1997. Net cash provided
by operating activities increased primarily due to an increase in cash provided
by receivables and deposits, other assets and other liabilities primarily due to
the changes in the timing of receipts and payments. These changes were
partially offset by an increase in cash used in accounts payable also due to the
change in the timing of payments. Net cash provided by investing activities
increased due to an increase in net withdrawals from restricted escrows. Net
cash used in financing activities decreased due to the timing of principal
payments made in the first quarter of 1997.
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 properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of approximately $15,180,000, which is secured by the
Factory Merchants Mall investment property, matures in October 2006 and carries
a stated interest rate of 9.75%. 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 in the
first three months of 1998 or 1997.
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 quarterly 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 quarterly 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership, along with other affiliates, has been named in a suit brought
by a company which owned a 20% interest ("Plaintiff") in an investment property,
the W.T. Waggoner Building, which was sold in 1995. The W. T. Waggoner Building
was sold by a Joint Venture in which the Partnership held a 43% interest ("Fort
Worth"). The Joint Venture was dissolved subsequent to the sale 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.
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and Apartment Investment and Management Company. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. The General Partner was only recently served with the complaint
which it believes to be without merit, and intends to vigorously defend the
action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K: No reports were filed during the quarter ended March
31, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. IV
By: Angeles Realty Corporation II
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President and Chief
Accounting Officer
Date: May 11, 1998