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 September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________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 (I.R.S. 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 preceding 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)
September 30, 1999
Assets
Cash and cash equivalents $ 1,376
Receivables and deposits, net of $232 allowance
for doubtful accounts 444
Restricted escrows 556
Other assets 478
Investment property:
Land $ 2,414
Buildings and related personal property 18,022
20,436
Less accumulated depreciation (12,164) 8,272
$ 11,126
Liabilities and Partners' Deficit
Liabilities
Tenant security deposit liabilities $ 6
Accrued property taxes 120
Other liabilities 222
Distribution payable to general partner 144
Mortgage note payable 14,912
Partners' Deficit
General partner $ (101)
Limited partners (131,585 units issued and
outstanding) (4,177) (4,278)
$ 11,126
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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 887 $1,130 $2,853 $3,192
Other income 66 65 183 227
Gain on sale of property -- -- 3,565 --
Total revenues 953 1,195 6,601 3,419
Expenses:
Operating 417 428 1,264 1,347
General and administrative 75 228 162 339
Depreciation 235 271 766 807
Interest 373 378 1,121 1,134
Property taxes 40 50 151 149
Bad debt (recovery) expense, net (23) 15 233 14
Total expenses 1,117 1,370 3,697 3,790
Net (loss) income $ (164) $ (175) $2,904 $ (371)
Net (loss) income allocated
to general partners $ (3) $ (3) $1,323 $ (7)
Net (loss) income allocated
to limited partners (161) (172) 1,581 (364)
$ (164) $ (175) $2,904 $ (371)
Net (loss) income per limited
partnership unit $(1.22) $(1.31) $12.02 $(2.77)
Distribution per limited
partnership unit $49.90 $ -- $49.90 $ --
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)
Distribution payable to
general partner -- (144) -- (144)
Distribution paid to partners -- (134) (6,566) (6,700)
Net income for the nine months
ended September 30, 1999 -- 1,323 1,581 2,904
Partners' deficit at
September 30, 1999 131,585 $ (101) $(4,177) $(4,278)
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ 2,904 $ (371)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Gain on sale of property (3,565) --
Depreciation 766 807
Amortization of loan costs and leasing commissions 88 87
Bad debt expense (recovery), net 164 (7)
Change in accounts:
Receivables and deposits 138 52
Other assets 75 (4)
Accounts payable (7) (60)
Tenant security deposit liabilities (1) --
Accrued property taxes (25) (16)
Other liabilities (396) (22)
Net cash provided by operating activities 141 466
Cash flows from investing activities:
Lease commissions paid (45) (56)
Property improvements and replacements (8) (214)
Net (deposits to) withdrawals from restricted escrows (97) 75
Net proceeds from sale of investment property 4,588 --
Net cash provided by (used in) investing activities 4,438 (195)
Cash flows from financing activities:
Distribution to partners (6,700) --
Payments on mortgage note payable (140) (125)
Net cash used in financing activities (6,840) (125)
Net (decrease) increase in cash and cash equivalents (2,261) 146
Cash and cash equivalents at beginning of period 3,637 3,559
Cash and cash equivalents at end of period $ 1,376 $ 3,705
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,095 $ 1,110
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 nine month periods ended September 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 nine months ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expense) $ -- $ 101
Lease commissions (included in other assets and
(operating expense) -- 51
Reimbursement for services of affiliates
(included in operating and general and
administrative expenses and investment properties) 54 116
Real estate commission 144 --
During the nine months ended September 30, 1998, affiliates of the General
Partner were entitled to varying percentages of gross receipts from all the
Registrant's commercial properties as compensation for providing property
management services. These services were performed by affiliates of the General
Partner during the nine months ending September 30, 1998, and were approximately
$101,000. 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 $54,000 and $116,000 for the
nine months ended September 30, 1999 and 1998, respectively. Included in
reimbursement for services of affiliates is approximately $27,500 for consulting
services performed by an affiliate of the General Partner for the nine months
ended September 30, 1998. No consulting reimbursements were paid in
1999. Also included in reimbursement for services of affiliates is
approximately $1,000 of construction oversight costs paid to the General Partner
and its affiliates during the nine months ended September 30, 1998. No
construction oversite costs have been received in 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 nine months ended September
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 (approximately
37.39% 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 approximately 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 (see "Note G - Legal Proceedings").
NOTE D - SALE OF INVESTMENT PROPERTY
On June 16, 1999, the Partnership sold Eastgate Mall to 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
NOTE E - DISTRIBUTION
During the nine months ended September 30, 1999, the Partnership distributed
approximately $6,700,000 (approximately $6,566,000 to the limited partners,
$49.90 per limited partnership unit) to the partners. Approximately $2,112,000
(approximately $2,070,000 to the limited partners, $15.73 per limited
partnership unit) of the distribution was from operations and approximately
$4,588,000 (approximately $4,496,000 to the limited partners, $34.17 per limited
partnership unit) was from the sale of Eastgate Mall in June 1999.
There were no distributions during the nine months ended September 30, 1998.
NOTE F - SEGMENT REPORTING
Description of the types of products and services from which 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 leases 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.
Segment information for the nine months ended September 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 $ 2,853 $ -- $ 2,853
Other income 69 114 183
Interest expense 1,121 -- 1,121
Depreciation 766 -- 766
General and administrative expense -- 162 162
Gain on sale of property 3,565 -- 3,565
Segment income (loss) 2,952 (48) 2,904
Total assets 10,037 1,089 11,126
Capital expenditures for
investment properties 8 -- 8
1998 Commercial Other Totals
Rental income $ 3,192 $ -- $ 3,192
Other income 108 119 227
Interest expense 1,134 -- 1,134
Depreciation 807 -- 807
General and administrative expense -- 339 339
Segment loss (151) (220) (371)
Total assets 12,119 3,455 15,574
Capital expenditures for
investment properties 214 -- 214
NOTE G - 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 and the Insignia Merger (see
"Note B - Transfer of Control"). 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 filed demurrers to the amended complaint which
were heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement ("Stipulation"), settling claims, subject to final
court approval, on behalf of the Partnership and all limited partners who own
units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the General Partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The General Partner does not anticipate that costs
associated with this case 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 discussions 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 consists of one commercial property. The
following table sets forth the average occupancy of the property for the nine
months ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Factory Merchants Mall 91% 95%
Pigeon Forge, Tennessee
The General Partner attributes the decreases in occupancy to the loss of several
tenants during 1999 in addition to reduced rental footage by several tenants
during 1999.
Results from Operations
The Partnership realized net income of approximately $2,904,000 for the nine
months ended September 30, 1999 as compared to a net loss of approximately
$371,000 for the comparable period in 1998. For the three months ended
September 30, 1999, the Partnership realized a net loss of approximately
$164,000 compared to a net loss of approximately $175,000 for the comparable
period in 1998. The increase in net income for the nine months ended September
30, 1999 is primarily due to the gain recognized on the sale of Eastgate Mall of
approximately $3,565,000 in June 1999. Excluding the results of operations for
Eastgate Mall for 1999 and 1998, the Partnership realized a net loss of
approximately $616,000 and $610,000 for the nine months ended September 30, 1999
and 1998, respectively. The increase in net loss is due to a slight decrease in
total revenues, which was offset by a slight decrease in total expenses. The
decrease in total revenues is due to a decrease in rental income and other
income. The decrease in rental income is due to the decrease in occupancy at
Factory Merchant Mall, as discussed above. The decrease in other income is due
to a decrease in lease cancellation fees at Factory Merchants Mall and a
decrease in cash held in interest bearing accounts. The decrease in total
expenses is primarily due to a decrease in general and administrative expense,
which was offset by an increase in bad debt expense. The decrease in general
and administrative expenses is due to legal costs incurred during 1998 for the
settlement of litigation concerning a prior investment in a joint venture, as
previously disclosed in the Partnership's Annual Report on Form 10-KSB. The
increase in bad debt expense is due to the increase in the allowance for
doubtful accounts for temporary tenants at Factory Merchants Mall.
Excluding the results of operations for Eastgate Mall for 1999 and 1998, the
Partnership realized a net loss of approximately $164,000 and $270,000 for the
three months ended September 30, 1999 and 1998, respectively. The decrease in
the net loss is primarily due to a decrease in total expenses, which was
partially offset by a decrease in total revenues. The decrease in total
expenses is primarily due to a decrease in general and administrative expense as
discussed above. The decrease in total revenues is primarily due to a decrease
in rental income. The decrease in rental income is primarily due to the
decrease in average occupancy (as discussed above).
Included in general and administrative expenses for the three and nine months
ended September 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 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 September 30, 1999, the Partnership had cash and cash equivalents of
approximately $1,376,000 as compared to approximately $3,705,000 at September
30, 1998. For the nine months ended September 30, 1999, cash and cash
equivalents decreased approximately $2,261,000 from the Partnership's year ended
December 31, 1998. This decrease in cash and cash equivalents is due to
approximately $6,840,000 of cash used in financing activities which was
partially offset by approximately $4,438,000 of cash provided by investing
activities and approximately $141,000 of cash provided by operating activities.
Cash used in financing activities consists of a distribution to the partners
and, to a lesser extent, payments of principal made on the mortgage encumbering
Factory Merchants Mall. The 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, the payment of lease
commissions and property improvements and replacements. 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, but is not limited to, capital improvements of approximately $33,000
for 1999, which include certain of the required improvements and consist of
tenant and building improvements. As of September 30, 1999, approximately
$8,000 of capital improvements has been incurred. These improvements consisted
of sewer replacement and building improvements.
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 $14,912,000 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.
During the nine months ended September 30, 1999, the Partnership distributed
approximately $6,700,000 (approximately $6,566,000 to the limited partners,
$49.90 per limited partnership unit) to the partners. Approximately $2,112,000
(approximately $2,070,000 to the limited partners, $15.73 per limited
partnership unit) of the distribution was from operations and approximately
$4,588,000 (approximately $4,496,000 to the limited partners, $34.17 per limited
partnership unit) was from the sale of Eastgate Mall in June 1999. There were
no cash distributions for the nine months ended September 30, 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 during the
remainder of 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 (approximately
37.39% 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 approximately 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 (see "Item 1. Financial Information, Note G - Legal
Proceedings").
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 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 September 30, 1999, had virtually completed 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.
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 virtually all of the server operating systems.
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 virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 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
September 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 has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
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 expenses
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 PROCEDINGS
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 and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). 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 filed demurrers to the amended complaint which were heard
February 1999. Pending the ruling on such demurrers, settlement negotiations
commenced. On November 2, 1999, the parties executed and filed a Stipulation of
Settlement ("Stipulation"), settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. The Court has preliminarily approved the Settlement and scheduled a
final approval hearing for December 10, 1999. In exchange for a release of all
claims, the Stipulation provides that, among other things, an affiliate of the
General Partner will make tender offers for all outstanding limited partnership
interests in 49 partnerships, including the Registrant, subject to the terms and
conditions set forth in the Stipulation, and has agreed to establish a reserve
to pay an additional amount in settlement to qualifying class members (the
"Settlement Fund"). At the final approval hearing, Plaintiffs' counsel will
make an application for attorneys' fees and reimbursement of expenses, to be
paid in part by the partnerships and in part from the Settlement Fund. The
General Partner does not anticipate that costs associated with this case 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:
None filed during the quarter ended September 30, 1999.
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
(A California Limited Partnership)
By: Angeles Realty Corporation II
General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date: