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 June 30, 1999
[ ] 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.)
55 Beattie Place, PO Box 1089
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)
June 30, 1999
Assets
Cash and cash equivalents $ 7,960
Receivables and deposits, net of $324 allowance for
doubtful accounts 530
Restricted escrows 508
Other assets 492
Investment properties:
Land $ 2,414
Buildings and related personal property 18,014
20,428
Less accumulated depreciation (11,929) 8,499
$ 17,989
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 12
Tenant security deposit liabilities 5
Accrued property taxes 81
Other liabilities 201
Distribution payable to general partner 144
Mortgage note payable 14,960
Partners' Capital (Deficit)
General partner's $ 36
Limited partners' (131,585 units issued
and outstanding) 2,550 2,586
$ 17,989
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 Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 894 $ 1,013 $ 1,966 $ 2,062
Other income 62 62 117 162
Gain on sale of property 3,565 -- 3,565 --
Total revenues 4,521 1,075 5,648 2,224
Expenses:
Operating 409 472 847 919
General and
administrative 42 63 87 111
Depreciation 262 272 531 536
Interest 372 378 748 756
Property taxes 51 49 111 99
Bad debt expense
(recovery) net 120 7 256 (1)
Total expenses 1,256 1,241 2,580 2,420
Net income(loss) $ 3,265 $ (166) $ 3,068 $ (196)
Net income (loss) allocated
to general partner $ 1,330 $ (3) $ 1,326 $ (4)
Net income (loss) allocated
to limited partners 1,935 (163) 1,742 (192)
$ 3,265 $ (166) $ 3,068 $ (196)
Net income (loss) per
limited partnership
unit $ 14.71 $ (1.24) $ 13.24 $ (1.46)
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, 1998 131,585 $ (1,146) $ 808 $ (338)
Distributions payable to
general partner -- (144) -- (144)
Net loss for the six months
ended June 30, 1999 -- 1,326 1,742 3,068
Partners' capital at
June 30, 1999 131,585 $ 36 $ 2,550 $ 2,586
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ 3,068 $ (196)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Gain on sale of property (3,565) --
Depreciation 531 536
Amortization of loan costs and leasing commissions 62 58
Bad debt expense (recovery), net 256 (1)
Change in accounts:
Receivables and deposits (40) 127
Other assets 69 19
Accounts payable 5 (118)
Tenant security deposit liabilities (2) --
Accrued property taxes (64) (65)
Other liabilities (417) (1)
Net cash (used in) provided by operating activities (97) 359
Cash flows from investing activities:
Lease commissions paid (27) (16)
Property improvements and replacements -- (184)
Net (deposits to) withdrawals from restricted escrows (49) 122
Net proceeds from sale of investment property 4,588 --
Net cash provided by (used in) investing activities 4,512 (78)
Cash flows used in financing activities
Payments on mortgage note payable (92) (83)
Net increase in cash and cash equivalents 4,323 198
Cash and cash equivalents at beginning of period 3,637 3,559
Cash and cash equivalents at end of period $ 7,960 $ 3,757
Supplemental disclosure of cash flow information:
Cash paid for interest $ 731 $ 741
Supplemental disclosure of non-cash transaction:
Distribution payable to general partner $ 144 $ --
See Accompanying Notes to Consolidated Financial Statements
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" or "Registrant") 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 and six month periods ended June 30, 1999, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1999. 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, 1998.
Principles of Consolidation: The consolidated financial statements of the
Partnership include its wholly-owned limited partnership interest in Factory
Merchants, AIP IV, L.P. and AIP IV GP, LP. The Partnership may remove the
general partner of Factory Merchants, AIP IV, L.P. and AIP IV GP, LP; therefore,
the partnerships are controlled and consolidated by the Partnership. All
significant interpartnership balances have been eliminated. Minority interest
is immaterial and not shown separately in the financial statements.
Certain reclassifications have been made to the 1998 information to conform to
the 1999 presentation.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
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.
The following amounts were paid or accrued to the General Partner and affiliates
during the six months ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included
operating expenses) $ -- $ 68
Lease commissions
(included in other assets and operating
expenses) -- 21
Reimbursement for services of affiliates
(included in operating and general and
administrative expenses, and investment
properties) 34 89
Real estate commission 144 --
During the six months ended June 30, 1998, affiliates of the General Partner
were entitled to varying percentages of gross receipts from all of the
Registrant's commercial properties as compensation for providing property
management services. These services were performed by affiliates of the General
Partner during the six months ending June 30, 1998, and were approximately
$68,000. Effective October 1, 1998, the effective date of the Insignia Merger
(See "Note B"), these services for the commercial properties were performed by
an unrelated party.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $34,000 and $89,000 for the
six months ended June 30, 1999 and 1998, respectively. Included in
Reimbursements for services of affiliates is approximately $1,000 for consulting
performed by an affiliate of the General Partner for the six months ended June
30, 1999.
Pursuant to the Partnership Agreement, the General Partner is entitled to
receive a distribution equal to 3% of the aggregate disposition price of sold
properties. Pursuant to this provision, during the six months ended June 30,
1999, the Partnership declared a distribution of approximately $144,000 payable
to the General Partner related to the sale of Eastgate Mall. However, this fee
is subordinate to the limited partners receiving a preferred return, as
specified in the Partnership Agreement.
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 49,200.29 (37.33% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $51 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,257 units. As a
result, AIMCO and its affiliates currently own 24,959 units of limited
partnership interest in the Partnership representing 18.97% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
NOTE D - SALE OF INVESTMENT PROPERTY
On June 16, 1999, the Partnership sold Eastgate Mall to Pearce-Woodfield
Development Co., LLC, an unrelated party, for net proceeds of approximately
$4,588,000 after payment of closing costs. The Partnership recognized a gain of
approximately $3,565,000 on the sale during the second quarter of 1999.
The sales transactions are summarized as follows (amounts in thousands):
Sale price, net of selling costs $ 4,588
Real estate (1) $ (916)
Net other assets $ (107)
Gain on sale of real estate $ 3,565
(1) Net of accumulated depreciation of approximately $2,243,000
The following unaudited pro forma information reflects the operations of the
Partnership for the six months ended June 30, 1999 and 1998, as if Eastgate Mall
had been sold on January 1, 1998 (in thousands).
1999 1998
Revenues $1,868 $1,881
Expenses 2,319 2,221
Net loss $ (452) $ (340)
Net loss per limited partnership unit $(3.37) $(2.53)
These proforma adjustments are not necessarily reflective of the results that
actually would have occurred if the sale had been in effect as of and for the
periods presented or what may be achieved in the future.
NOTE E - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: commercial properties. The
Partnership's commercial property segment consists of one retail shopping center
in Tennessee. This property lease space to various specialty retail outlets at
terms ranging from 1 to 10 years. The other commercial property was sold in
June, 1999.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the six months ended June 30, 1999 and 1998, is shown in
the tables below (in thousands). The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segment.
1999
Commercial Other Totals
Rental income $ 1,966 $ -- $ 1,966
Other income 58 59 117
Interest expense 748 -- 748
Depreciation 531 -- 531
General and administrative expense -- 87 87
Gain on sale of property 3,565 -- 3,565
Segment income loss 3,096 (28) 3,068
Total assets 10,216 7,773 17,989
Capital expenditures for investment
properties -- -- --
1998
Commercial Other Totals
Rental income $ 2,062 $ -- $ 2,062
Other income 82 80 162
Interest expense 756 -- 756
Depreciation 536 -- 536
General and administrative expense -- 111 111
Segment loss (165) (31) (196)
Total assets 12,237 3,468 15,705
Capital expenditures for investment
properties 184 -- 184
NOTE F - LEGAL PROCEEDINGS
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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. On June 25, 1998, the General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, the plaintiffs have filed an amended complaint. The General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The General Partner does not
anticipate that costs associated with this case, if any, will be material to the
Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment property consist of a commercial property. The
following table sets forth the average occupancy of the property for the six
months ended June 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Factory Merchants Mall 91% 93%
Pigeon Forge, Tennessee
Results of Operations
The Partnership realized net income of approximately $3,068,000 for the six
months ended June 30, 1999, as compared to a net loss of approximately $196,000
for the comparable period in 1998. The Partnership realized net income of
approximately $3,265,000 for the three months ended June 30, 1999, as compared
to a net loss of approximately $166,000 for the comparable period in 1998. The
increase in net income for the three and six months ended June 30, 1999, is due
to an increase in total revenues as a result of the gain recognized on the sale
of Eastgate Mall of approximately $3,565,000 in June 1999. Excluding the gain
on the sale, the Partnership realized a net loss of approximately $300,000 and
$497,000 for the three and six months ended June 30, 1999. The increase in net
loss, exclusive of the gain on sale, is primarily attributable to a decrease in
total revenues, excluding the gain on the sale, and an increase in total
expenses. The decrease in total revenues for the six months ended June 30, 1999
is due to a decrease in rental and other income. The decrease in rental income
is primarily due to a decrease in percentage rents as a result of fewer
temporary tenants exceeding the minimum thresholds for collection of percentage
rents. Rental income also decreased due to a decrease in average occupancy,
which was partially offset by an increase in average rental rates. The decrease
in other income is primarily due to a decrease in lease cancellation fees and
lower average cash balances held in interest bearing accounts, which was
partially offset by an increase in late charges.
Total expenses increased due to an increase in bad debt expense and property tax
expense, which was partially offset by a decrease in operating and general and
administrative expenses. The increase in bad debt expense is primarily due to
an increase in the allowance for doubtful accounts of the temporary tenants.
The General Partner is attempting to collect on these accounts. The increase in
property tax expense is primarily due to an underaccrual of property taxes
during 1998. The decrease in operating expense is primarily due to a decrease
in merchant association dues as well as a decrease in professional fees. The
decrease in general and administrative expense is primarily due to a decrease in
reimbursements to the General Partner and/or its affiliates.
Included in general and administrative expenses for the three and six months
ended June 30, 1999 and 1998, are reimbursements to the General Partner allowed
under the Partnership Agreement associated with its management of the
Partnership. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included.
On June 16, 1999, the Partnership sold Eastgate Mall to Pearce-Woodfield
Development Co., LLC, an unrelated party, for net proceeds of approximately
$4,588,000 after payment of closing costs. The Partnership recognized a gain of
approximately $3,565,000 on the sale during the second quarter of 1999.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property 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 June 30, 1999, the Partnership had cash and cash equivalents of approximately
$7,960,000 compared to approximately $3,757,000 at June 30, 1998. For the six
months ended June 30, 1999, cash and cash equivalents increased approximately
$4,323,000 from the Partnership's year ended December 31, 1998. This increase
in cash and cash equivalents is due to approximately $4,512,000 of cash provided
by investing activities which was partially offset by approximately $97,000 of
cash used in operating activities and approximately $92,000 of cash used in
financing activities. Cash provided by investing activities consists of proceeds
from the sale of Eastgate Mall, partially offset by net deposits to restricted
escrows maintained by the mortgage lender and payment of lease commissions.
Cash used in financing activities consists of payments of principal made on the
mortgage encumbering Factory Merchants Mall. The Partnership invests its
working capital reserves in a money market account.
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 property to adequately maintain the physical asset
and other operating needs of the Registrant and to comply with Federal, state,
and local legal and regulatory requirements. Capital improvements planned for
the Partnership's property is detailed below.
Factory Merchants Mall
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$33,000 of capital improvements over the next few years. The Partnership has
budgeted capital improvements of approximately $33,000 for 1999 which include
certain of the required improvements and consist of, but is not limited to,
tenant and building improvements. As of June 30, 1999, no capital improvements
have been performed.
The capital improvements planned for 1999 at the Partnership's property will be
made only to the extent of cash available from operations and Partnership
reserves. To the extent that such budgeted capital improvements are completed,
the Partnership's distributable cash flow, if any, may be adversely affected, at
least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $14,960,000 matures in October 2006. The General
Partner will attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Registrant will risk losing such property through
foreclosure.
There were no cash distributions for the six months ended June 30, 1999 or 1998.
The Registrant's distribution policy is reviewed on a semi-annual basis. Future
cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, and the timing of the debt
maturity, refinancing and/or property sale. There can be no assurance, however,
that the Registrant will generate sufficient funds from operations after
required capital expenditures to permit distributions to its partners in 1999 or
subsequent periods.
Tender Offer
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 49,200.29 (37.33% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $51 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 2,257 units. As a
result, AIMCO and its affiliates currently own 24,959 units of limited
partnership interest in the Partnership representing 18.97% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
YEAR 2000 COMPLIANCE
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Corporate General Partner and its affiliates for
management and administrative services ("Managing Agent"). Any of the computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical. In addition, disruptions in
the economy generally resulting from Year 2000 issues could also adversely
affect the Partnership. The Partnership could be subject to litigation for,
among other things, computer system failures, equipment shutdowns or failure to
properly date business records. The amount of potential liability and lost
revenue cannot be reasonably estimated at this time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDURES
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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. On June 25, 1998, the General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, the plaintiffs have filed an amended complaint. The General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The General Partner does not
anticipate that costs associated with this case, if any, will be material to the
Partnership's overall operations.
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:
Current report on Form 8-K dated June 16, 1999, and filed on June 30, 1999,
disclosing the sale of Eastgate Mall to Pearce-Woodfield Development
Company, L.L.C.
SIGNATURES
In accordance with the requirements 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. IV
(A California Limited Partnership)
By: Angeles Realty Corporation II
General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: August 11, 1999