FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
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) (Zip Code)
Issuer's telephone number (864) 239-1000
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 data)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 3,195
Restricted--tenant security deposits 8
Investment in, including advances of $453 to,
Joint Venture 460
Accounts receivable, net of allowance of $123 180
Escrow for taxes 221
Restricted escrows 404
Other assets 677
Investment properties:
Land $ 2,708
Buildings and related personal property 20,325
23,033
Less accumulated depreciation (12,022) 11,011
$ 16,156
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 10
Tenant security deposits 8
Accrued taxes 73
Other liabilities 179
Mortgage note payable 15,300
Partners' (Deficit) Capital
General partner $ (1,127)
Limited partners (131,585 units outstanding) 1,713 586
$ 16,156
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES INCOME PROPERTIES, LTD. IV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except data)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 970 $ 953 $ 2,045 $ 2,049
Other income 69 44 110 70
Total revenues 1,039 997 2,155 2,119
Expenses:
Operating 326 388 614 680
General and administrative 83 98 185 178
Maintenance 109 85 195 148
Depreciation 256 260 513 519
Interest 382 365 765 732
Property taxes 53 56 108 113
Bad debt recovery, net -- (77) (4) (209)
Total expenses 1,209 1,175 2,376 2,161
Loss before equity in income
(loss) of joint venture(s) (170) (178) (221) (42)
Equity in income (loss)
of joint venture(s) 14,570 (569) 14,102 (1,048)
Net income (loss) $14,400 $ (747) $ 13,881 $ (1,090)
Net income (loss) allocated
to general partner (2%) $ 288 $ (15) $ 278 $ (22)
Net income (loss) allocated
to limited partners (98%) 14,112 (732) 13,603 (1,068)
Net income (loss) $14,400 $ (747) $ 13,881 $ (1,090)
Net income (loss) per
limited partnership unit $107.25 $ (5.56) $ 103.38 $ (8.11)
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 at
December 31, 1996 131,585 $ (1,405) $ (11,890) $ (13,295)
Net income for the six months
ended June 30, 1997 -- 278 13,603 13,881
Partners' (deficit) capital
at June 30, 1997 131,585 $ (1,127) $ 1,713 $ 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,
1997 1996
Cash flows from operating activities:
Net income (loss) $ 13,881 $ (1,090)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Equity in (income) loss of joint ventures (14,102) 1,048
Depreciation 513 519
Bad debt recovery (4) (209)
Amortization of loan costs and leasing
commissions 51 115
Change in accounts:
Restricted cash (2) 2
Accounts receivable 70 148
Escrows for taxes 74 40
Other assets (121) (48)
Accounts payable (71) (18)
Tenant security deposit liabilities (1) 2
Accrued taxes (65) (70)
Other liabilities 2 19
Net cash provided by operating activities 225 458
Cash flows from investing activities:
Property improvements and replacements (167) (90)
Advances to joint venture -- (631)
Deposits to restricted escrows (139) --
Withdrawals from restricted escrows 44 --
Proceeds from note receivable -- 109
Net cash used in investing activities (262) (612)
Cash flows from financing activities:
Payments on mortgage notes payable (76) (150)
Additions to loan costs -- (171)
Net cash used in financing activities (76) (321)
Net decrease in unrestricted cash and
cash equivalents (113) (475)
Unrestricted cash and cash equivalents at
beginning of period 3,308 3,426
Unrestricted cash and cash equivalents at
end of period $ 3,195 $ 2,951
Supplemental disclosure of cash flow information:
Cash paid for interest $ 748 $ 711
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 financial statements of Angeles Income Properties,
Ltd. IV (the "Partnership" or the "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 (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
months ended June 30, 1997, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1997. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - INVESTMENT IN JOINT VENTURE
The Partnership has a 66.7% investment in Northtown Mall Partners ("Northtown")
which is shown as "Investment in joint venture" on the balance sheet. The
investment property, Northtown Mall, was sold in May 1997, but effective April
1, 1997. The condensed balance sheet information as of June 30, 1997, for
Northtown is as follows (in thousands):
Assets
Cash $ 1,524
Total Assets $ 1,524
Liabilities
Liabilities $ 1,524
Total Liabilities $ 1,524
The condensed profit and loss statements for the three and six months ended June
30, 1997 and 1996, for Northtown are as follows (in thousands):
Three Months Ended
June 30,
1997 1996
Revenues $ 31 $ 2,417
Costs and expenses (122) (3,271)
Gain on sale of investment property 23,632 --
Net income (loss) $ 23,541 $ (854)
Six Months Ended
June 30,
1997 1996
Revenues $ 2,727 $ 4,990
Costs and expenses (3,521) (6,564)
Gain on sale of investment property 23,632 --
Net income (loss) $ 22,838 $ (1,574)
The Partnership realized equity income from Northtown of $14,102,000 for the six
months ended June 30, 1997, and realized equity loss of $1,048,000 for the six
months ended June 30, 1996.
The Partnership accounts for its 66.7% investment in Northtown using the equity
method of accounting. Under the equity method, the Partnership records its
equity interest in income and 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 (See "Note D" for information regarding the sale of this
investment property).
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 payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
The following payments were made to the General Partner and affiliates during
the six months ended June 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees (including in
operating expense) $ 67 $ 70
Lease commissions -- 63
Reimbursement for services of
affiliates (included in general and
administrative expense) 93 114
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
n July 1993, Angeles Mortgage Investment Trust ("AMIT") initiated litigation
gainst Angeles Fort Worth Option Joint Venture ("Fort Worth") and other
artnerships which loaned money to AMIT seeking to avoid repayment of such
bligations. The Partnership had a 43% interest in Fort Worth. The Partnership
ubsequently filed a counterclaim against AMIT seeking to enforce the
bligation, the principal amount of which was $2,240,000 plus accrued interest
rom March 1993 ("AMIT Obligation").
On November 9, 1994, Fort Worth executed a definitive Settlement Agreement to
settle the dispute with respect to the AMIT obligation. The actual closing of
the Settlement Agreement occurred April 14, 1995. The Partnership's claim
against AMIT was satisfied by a cash payment by AMIT totaling $1,933,000 (the
"Settlement Amount") plus interest at closing. These funds were applied against
the Partnership's $5,000,000 note receivable from Fort Worth. On August 9,
1995, Fort Worth and Angeles entered into an agreement in principle regarding
the allowance of an amended claim for the deficiency between the original
principal and the Settlement Amount (the "deficiency"). The amended claim
equaled 90% of the deficiency, or $276,000. In January 1996, the Partnership
received $48,000 as payment on the deficiency.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. The terms of the Class B Shares provide that
they are convertable, in whole or in part, into Class A Shares on the basis of 1
Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B Shares so long as AMIT's option is outstanding). These
Class B Shares entitle MAE GP 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 has agreed to waive it's right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP 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 the shares held by MAE GP would
approximate 1.3% of the vote). Between the date of acquisition of these shares
(November 24, 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. MAE GP has not
exerted and continues to decline to exert any management control over or
participate in the management of AMIT. MAE GP may choose to vote these shares
as it deems appropriate in the future. In addition, Liquidity Assistance L.L.C.,
an affiliate of the General Partner and an affiliate of Insignia Financial
Group, Inc. ("Insignia"), which provides property management and partnership
administration services to the Partnership, owns 96,800 Class A Shares of AMIT
at June 30, 1997. These Class A Shares represent approximately 2.2% 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 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, but in no event prior
to November 9, 1997. 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 executed an irrevocable proxy in favor of AMIT, the result of which is
that MAE GP is permitted to vote the Class B 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. On those
matters, MAE GP is obligated to deliver to the AMIT trustees, in their capacity
as trustees of AMIT, proxies with regard to the Class B Shares instructing such
trustees to vote said Class B Shares in accordance with the vote of the majority
of the Class A Shares voting to be determined without consideration of the votes
of "Excess Class A Shares" (as defined in Section 6.13 of the Declaration of
Trust of AMIT).
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive
merger agreement pursuant to which (subject to shareholder approval and certain
other conditions, including the receipt by AMIT of a fairness opinion from its
investment bankers) AMIT would be merged with and into IPT, with each Class A
Share and Class B Share being converted into 1.625 and 0.0332 common shares of
IPT, respectively. The foregoing exchange ratios are subject to adjustment to
account for dividends paid by AMIT from January 1, 1997, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and MAE
GP (and its affiliates) would own approximately 55% and 2.4%, respectively, of
post-merger IPT when this transaction is consummated.
In 1992, the Partnership loaned Fort Worth $5,000,000 to cover leasing
commissions, tenant improvements, and capital expenditures. The note payable
required interest at a rate of prime plus 1.5% with monthly interest only
payments through January 1996, at which time the principal was due. The note
was in default in prior years due to non-payment of interest when due.
The Partnership has made advances to the affiliated joint venture as deemed
appropriate by the General Partner. These advances did not bear interest and
did not have stated terms of repayment.
NOTE D - SALE OF PROPERTY
On May 12, 1997, the Partnership sold Northtown Mall to an affiliate of the
lender. The sale resulted in net proceeds of approximately $1,200,000 after
payment of closing costs, and the gain on the sale amounted to approximately
$23,632,000. The economic closing of the sale of Northtown Mall was as of April
1, 1997, at which time the Partnership was released from the mortgage note
secured by this property in the amount of approximately $51,326,000.
NOTE E - REFINANCE
On October 1, 1996, the Partnership refinanced the mortgage debt secured by
Factory Merchants Mall. The new mortgage, in the principal amount of
$15,400,000, carries a stated interest rate of 9.75% and matures in October
2006. The previous mortgage, in the principal amount of $14,242,000, carried a
stated interest rate of 9.87% and matured in December 1997.
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
six months ended June 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Factory Merchant's Mall (1)
Pigeon Forge, Tennessee 94% 88%
Eastgate Market Place (2)
Walla Walla, Washington 86% 92%
(1) The increase in occupancy at Factory Merchant's Mall results from existing
tenants leasing additional space on a short term basis for special
promotional sales.
(2) A lease was signed with a major tenant subsequent to June 30, 1997, for the
remaining space available, resulting in full occupancy at Eastgate Market
Place.
The Partnership realized net income of approximately $13,881,000 for the six
months ended June 30, 1997, as compared to a net loss of approximately
$1,090,000 for the six months ended June 30, 1996. The Partnership realized net
income of approximately $14,400,000 for the three months ended June 30, 1997, as
compared to a net loss of approximately $747,000 for the three months ended June
30, 1996. The net income for the three and six months ended June 30, 1997, is
due to the equity in income of the joint venture, as a result of the gain
realized on the sale of Northtown in the second quarter of 1997 (see "Note D").
For the six months ended June 30, 1997, versus 1996, loss before equity in
income or loss of the joint ventures increased due to an increase in maintenance
and interest expense and a decrease in bad debt recovery.
The increase in maintenance expense is due primarily to increases in repair and
maintenance contracts and parking lot and mall area cleaning expenses, primarily
at Factory Merchant's Mall. The increased interest expense is the result of the
increased principal balance on the debt secured by Factory Merchant's Mall.
This debt was refinanced in 1996 (See "Note E"). During the six months ended
June 30, 1966, the Partnership recognized bad debt recovery of $48,000 from AMIT
and $61,000 from Fort Worth as payment on its note payable to the Partnership
(see discussion at "Note C"). In addition, there was $100,000 in bad debt
recovered from tenants of the Partnership's investment properties that had been
previously reserved.
On May 12, 1997, the Partnership sold Northtown Mall to an affiliate of the
lender. The sale resulted in net proceeds of approximately $1,200,000 after
payment of closing costs, and the gain on the sale amounted to approximately
$23,632,000. The Partnership's pro-rata share of this gain is included in
equity in income of the joint venture. The economic closing of the sale of
Northtown Mall was as of April 1, 1997, at which time the Partnership was
released from the mortgage note payable of approximately $51,326,000.
Included in maintenance expense for the six months ended June 30, 1977, is
$17,000 of major repairs and maintenance comprised of parking lot repairs. No
expenses were incurred for major repairs and maintenance for the six months
ended June 30, 1996.
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 June 30, 1997, the Partnership had unrestricted cash and cash equivalents of
approximately $3,195,000, compared to approximately $2,951,000 at June 30, 1996.
Net cash provided by operating activities decreased due to a lesser decrease in
accounts receivable, an increase in other assets and a decrease in accounts
payable. Net cash used in investing activities decreased primarily due to the
lack of joint venture advances for the six months ended June 30, 1997. There
were $631,000 in such advances during the six months ended June 30, 1996. Prior
to the sale of the property, Northtown Mall continued to experience cash
shortfalls and had been dependent upon the Partnership and Angeles Income
Properties, Ltd. III (the 33.3% owner of Northtown) to cover such shortfalls in
order to meet operating and debt service requirements (See "Note D" regarding
the sale of this property). Net cash used in financing activities decreased due
to no additional loan costs incurred for the six months ended June 30, 1997,
verses $171,000 in loan costs incurred during the same period in 1996 in an
effort to refinance the mortgage indebtedness secured by Factory Merchants Mall.
Also, payments on mortgage notes payable decreased due to the refinancing of the
mortgage debt secured by Factory Merchant's Mall.
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 $15,300,000, which is secured by the Factory Merchant's
Mall investment property, matures in October 2006. 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 six months of 1997 or 1996.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership had a 43% investment in the Fort Worth Option Joint Venture
("Fort Worth"). The last property owned by Fort Worth, the W.T. Waggoner
Building, was sold in 1995. The Partnership, along with other affiliates, has
been named in a suit brought by a company which owned a 20% interest
("Plaintiff") in the W.T. Waggoner Building. The Plaintiff is suing for breach
of contract and negligence for mismanagement of the property. The General
Partner believes that there is no merit in this suit and intends to vigorously
defend it.
The Registrant is unaware of any other pending or outstanding litigation that is
not of a routine nature. The General Partner of the Registrant believes that
all such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the three months ended June 30, 1997.
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/CAO
Date: August 12, 1997