-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQEczC/UrBlcrFp9P1LN0JHGKBEl/xNn0PxRH0p1TyYh5wDmyAp8+IzDnwC9eh36 NlZ66HjkbjtAvlJm2sM83A== 0000792181-98-000001.txt : 19980330 0000792181-98-000001.hdr.sgml : 19980330 ACCESSION NUMBER: 0000792181-98-000001 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES INCOME PROPERTIES LTD IV CENTRAL INDEX KEY: 0000763049 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953974194 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-14283 FILM NUMBER: 98575808 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10KSB 1 FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (D) FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [No Fee Required] For the fiscal year ended December 31, 1997 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from to Commission file number 0-14283 ANGELES INCOME PROPERTIES, LTD. IV (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) California (State or other jurisdiction of 95-3974194 incorporation or organization) (I.R.S. Employer Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Limited Partnership Units (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year. $4,557,000 State the aggregate market value of the voting partnership interests held by nonaffiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests, as of a specified date within the past 60 days. Market value information for Registrant's partnership interests is not available. Should a trading market develop for these interests, it is the General Partner's belief that the aggregate market value of the voting partnership interests would not exceed $25 million. DOCUMENTS INCORPORATED BY REFERENCE NONE PART I ITEM 1. DESCRIPTION OF BUSINESS Angeles Income Properties, Ltd. IV (the "Partnership" or "Registrant") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to the Certificate and Agreement of Limited Partnership (hereinafter referred to as the "Agreement") dated June 29, 1984. The Partnership's general partner is Angeles Realty Corporation II, a California corporation (hereinafter referred to as the "General Partner" or "ARCII"). ARC II is wholly owned by MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia. Thus, the General Partner is now a wholly-owned subsidiary of IPT. On March 17, 1998, Insignia entered into an agreement to merge its national residential property management operations, and its controlling interest in IPT, with Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The closing, which is anticipated to happen in the third quarter of 1998, is subject to customary conditions, including government approvals and the approval of Insignia's shareholders. If the closing occurs, AIMCO will then control the General Partner of the Partnership. The Partnership, through its public offering of Limited Partnership Units, sold 131,800 units aggregating $65,900,000. The General Partner contributed capital in the amount of $1,000 for a 2% interest in the Partnership. The Partnership was formed for the purpose of acquiring fee and other forms of equity interests in various types of real property. The Partnership presently owns two investment properties. The Partnership owned a general partnership interest in one additional property which was sold in 1997 and that Partnership was dissolved December 31, 1997. The General Partner of the Partnership intends to maximize the operating results and, ultimately, the net realizable value of each of the Partnership's properties in order to achieve the best possible return for the investors. Such results may best be achieved through property sales, refinancings, debt restructurings or relinquishment of the assets. The Partnership intends to evaluate each of its holdings periodically to determine the most appropriate strategy for each of the assets. The Partnership has no full time employees. The General Partner is vested with full authority as to the general management and supervision of the business and affairs of the Partnership. Limited Partners have no right to participate in the management or conduct of such business and affairs. Insignia Commercial Group, L.P., an affiliate of Insignia, provides property management services to each of the Partnership's investment properties. The property in which the Partnership had a general partnership interest was managed by a third party. The business in which the Partnership is engaged is highly competitive, and the Partnership is not a significant factor in its industry. Each investment property is located in or near a major urban area and, accordingly, competes for rentals not only with similar properties in its immediate area but with hundreds of similar properties throughout the urban area. Such competition is primarily on the basis of location, rents, services and amenities. In addition, the Partnership competes with significant numbers of individuals and organizations (including similar partnerships, real estate investment trusts and financial institutions) with respect to the sale of improved real properties, primarily on the basis of the prices and terms of such transactions. ITEM 2. DESCRIPTION OF PROPERTIES The following table sets forth the Registrant's investments in properties: Date of Property Purchase Type of Ownership Use Eastgate Marketplace 08/29/86 Fee ownership Commercial Walla Walla, Washington 147,000 sq.ft. Factory Merchants Mall 05/22/86 Fee ownership subject Commercial Pigeon Forge, Tennessee to a first mortgage 200,000 sq.ft. The Partnership had a 66.7% investment in Northtown Mall Partners ("Northtown"). The Partnership entered into a General Partnership Agreement with Angeles Income Properties, Ltd. III, a California partnership and an affiliate of the General Partner, to form Northtown. The investment property owned by Northtown was sold to an affiliate of the lender on May 12, 1997, but the sale was effective April 1, 1997. Northtown Mall Partners was dissolved December 31, 1997. SCHEDULE OF PROPERTIES: (dollar amounts in thousands)
Gross Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Eastgate Marketplace $ 2,999 $ 2,071 5-20 yrs (1) $ 3,664 Factory Merchants Mall 20,369 10,498 5-20 yrs (1) 10,851 $ 23,368 $ 12,569 $14,515 (1) Straight line See "Note A" of the financial statements included in "Item 7." for a description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES: (dollar amounts in thousands)
Principal Principal Balance At Balance December 31, Interest Period Maturity Due At Property 1997 Rate Amortized Date Maturity Factory Merchants Mall First mortgage $ 15,221 9.75% 25 years 10/2006 $ 12,955
AVERAGE ANNUAL RENTAL RATES AND OCCUPANCY FOR 1997 AND 1996 FOR EACH PROPERTY: Average Annual Average Rental Rates Occupancy Property 1997 1996 1997 1996 Eastgate Marketplace $ 3.03/s.f. $ 2.95/s.f. 83% (1) 92% Factory Merchants Mall 14.15/s.f. 13.28/s.f. 96% (2) 91% 1) A lease was signed with a major tenant for the majority of the remaining space available. During November 1997, the tenant took possession of this space, and Eastgate Marketplace was 96% occupied at December 31, 1997. 2) 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. Due to the competition in the area, the General Partner is currently considering a redevelopment of this mall in order to enhance it's competitive abilities. As noted in "Item 1. Description of Business," the real estate industry is highly competitive. All of the properties of the Partnership are subject to competition from other commercial buildings in the area. The General Partner believes that all of the properties are adequately insured. The following is a schedule of the lease expirations for the years 1998-2007: Number of % of Gross Expirations Square Feet Annual Rent Annual Rent Eastgate Marketplace 1998 1 497 $ 6,180 1.16% 1999 - -- -- -- 2000 1 1,150 11,362 2.13% 2001 - -- -- -- 2002 3 48,400 95,289 17.84% 2003-2006 - -- -- -- 2007 3 66,891 349,539 65.46% Factory Merchants Mall 1998 6 22,916 $ 326,672 13.54% 1999 11 45,227 589,926 24.46% 2000 2 11,674 178,784 7.41% 2001 15 74,072 1,140,826 47.30% 2002 4 10,924 159,204 6.60% 2003-2007 - -- -- -- The following schedule reflects information on tenants occupying 10% or more of the leasable square footage for Eastgate Marketplace: Nature of Square Footage Annual Rent Business Leased Per Square Foot Lease Expiration Retail 38,524 $4.40 11/30/07 Retail 22,400 3.20 11/30/13 Retail 46,000 1.35 09/30/02 Retail 25,600 6.03 11/30/07 Factory Merchants Mall has no tenants occupying 10% or more of the leasable square footage. Real estate taxes and rates in 1997 for each property were: 1997 1997 Billing Rate (in thousands) Eastgate Marketplace $ 52 1.45% Factory Merchants Mall 138 1.37% ITEM 3. LEGAL PROCEEDINGS The Partnership, along with other affiliates, has been named in a suit brought by a company which owned a 20% interest ("Plaintiff") in an investment property, the W.T. Waggoner Building, which was sold in 1995. The W. T. Waggoner Building was sold by a Joint Venture in which the Partnership held a 43% interest ("Fort Worth"). The Joint Venture was dissolved subsequent to the sale in 1995. The Plaintiff is suing for breach of contract and negligence for mismanagement of the property. The General Partner believes that there is no merit in this suit and intends to vigorously defend it. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature. The General Partner of the Partnership believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition or operations of the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Unit holders of the Partnership did not vote on any matter during the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The Partnership, a publicly-held limited partnership, sold 131,800 Limited Partnership Units during its offering period through April 24, 1986, and currently has 131,585 Limited Partnership Units held by 5,565 Limited Partners of record. There is no intention to sell additional Limited Partnership Units nor is there an established market for these units. During 1996, the number of Limited Partnership Units decreased by 175 units due to limited partners abandoning their units. In abandoning his or her Limited Partnership Unit(s), a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. There were no distributions made to the partners during the years ended December 31, 1997 and 1996. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of cash reserves. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report. RESULTS OF OPERATIONS The Partnership realized net income of approximately $13,782,000 for the year ended December 31, 1997, compared to a net loss of approximately $2,285,000 for the year ended December 31, 1996. The increase in net income for the year ended December 31, 1997, is due to the equity in income of the joint venture as a result of the gain realized on the sale of Northtown Mall in the second quarter of 1997, and the equity in extraordinary gain on debt extinguishment, which also resulted from the sale of Northtown Mall (see discussion below). For the year ended December 31, 1997, loss before equity in income of the joint venture decreased primarily due to an increase in other income and a decrease in operating expenses. Partially offsetting the decrease in net loss was a decrease in bad debt recovery. Other income increased for the year ended December 31, 1997, compared to 1996 due to an increase in fees collected from the tenants. Fees collected from tenants increased due to lease cancellation fees from two tenants at Factory Merchants Mall, as well as, utility collections received from tenants who were not required to pay utilities in 1996. Operating expenses decreased primarily as a result of a decrease in maintenance expenses at both Factory Merchants Mall and Eastgate Mall. The decrease at Factory Merchants Mall resulted from improvement projects that were completed during 1996 to upgrade the exterior building and improve the appearance of this property. This decrease; however, was partially offset by an increase in parking lot improvements in 1997. The decrease at Eastgate Mall resulted from the completion of interior building improvements projects during 1996 to prepare the space for the move in of a large tenant in 1997. During the year ended December 31, 1996, the Partnership recognized bad debt recovery of approximately $48,000 from Angeles Mortgage Investment Trust ("AMIT") and approximately $61,000 from the Fort Worth Joint Venture as payment on its note payable to the Partnership (see discussion at "Note D" to the financial statements in "Item 7"). In addition, there were bad debt recoveries from tenants of the Partnership's investment properties that had been previously reserved. During 1997, the only bad debt recovery recorded was 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 economic closing of the sale was as of April 1, 1997. The sale resulted in net proceeds of approximately $1,200,000 after payment of closing costs. The gain on sale amounted to approximately $16,243,000, and approximately $7,384,000 was recognized as extraordinary gain on early extinguishment of debt due to the full release of its non-recourse indebtedness of approximately $51,000,000, as stipulated by the sales agreement. The Partnership's pro-rata share of the gain on the sale of Northtown Mall is included in equity in income of the joint venture, and the Partnership's pro- rata share of the extraordinary gain on early extinguishment of debt is included in equity in extraordinary gain on debt extinguishment. During the fourth quarter of 1997, all remaining liabilities were paid and the Joint Venture was terminated. During the year ended December 31, 1996 the Partnership recognized a loss on the refinance of the debt related to Factory Merchants Mall of approximately $284,000 (See "Note B" to the financial statements in "Item 7"). Of this loss prepayment penalties amounted to approximately $234,000 and approximately $50,000 of the loss is due to the write-off of unamortized loan costs. Included in operating expense for the year ended December 31, 1997, is approximately $18,000 of major repairs and maintenance comprised primarily of parking lot repairs. Included in maintenance expense for the year ended December 31, 1996, is approximately $130,000 of major repairs and maintenance comprised primarily of exterior building repairs and painting. 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 expense. 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. CAPITAL RESOURCES AND LIQUIDITY At December 31, 1997, the Partnership held cash and cash equivalents of approximately $3,559,000 compared to approximately $3,308,000 at December 31, 1996. Net cash increased approximately $251,000 for the year ended December 31, 1997, compared to a net cash decrease of approximately $116,000 for the year ended December 31, 1996. Net cash provided by operating activities increased only slightly primarily due to the decrease in loss before equity in income or loss of the joint venture operations. Net cash used in investing activities decreased primarily due to collection on advances to the joint venture of $455,000 in 1997, compared to $741,000 advanced to the joint venture in 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. These collections on advances in 1997 were made available from the proceeds of the sale of Northtown Mall. Net cash used in financing activities resulted from the payment toward principal on mortgage notes payable during the year ended December 31, 1997. During the year ended December 31, 1996, net cash provided by financing activities resulted from net proceeds from the refinance of Factory Merchants Mall, and was partially offset by loan costs paid and debt extinguishment costs. On October 1, 1996, the Partnership, through its 99% owned subsidiary (Factory Merchants AIP IV, L.P. ("FM")), refinanced the mortgage debt secured by Factory Merchants Mall. FM paid off debt of $14,242,000 and incurred penalty costs of $234,000 at closing. The new loan, in the principal amount of $15,400,000, matures in October 2006 and carries a 9.75% interest rate. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near term needs of the Partnership. The mortgage indebtedness of approximately $15,221,000, which is secured by the Factory Merchant's Mall investment property, matures in October 2006, at which time the property will either be refinanced or sold. 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 1997 and 1996. Year 2000 The Partnership is dependent upon the General Partner and Insignia for management and administrative services. Insignia has completed an assessment and will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter ("the Year 2000 Issue"). The project is estimated to be completed not later than December 31, 1998, which is prior to any anticipated impact on its operating systems. The Managing General Partner believes that with modifications to existing software and conversions to new software, the Year 2000 Issue will not pose significant operational problems for its computer systems. However, if such modifications and conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Partnership. Other Certain items discussed in this annual report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Partnership to be materially different from future results, performance or achievements expressed or implied by such forward- looking statements. Such forward-looking statements speak only as of the date of this annual report. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates of revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. ITEM 7. FINANCIAL STATEMENTS ANGELES INCOME PROPERTIES, LTD. IV LIST OF FINANCIAL STATEMENTS Report of Ernst & Young LLP, Independent Auditors Consolidated Balance Sheet - December 31, 1997 Consolidated Statements of Operations - Years ended December 31, 1997 and 1996 Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended December 31, 1997 and 1996 Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors The Partners Angeles Income Properties, Ltd. IV We have audited the accompanying consolidated balance sheet of Angeles Income Properties, Ltd. IV at December 31, 1997, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for each of the two years in the period ended December 31, 1997. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Partnership's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Angeles Income Properties, Ltd. IV at December 31, 1997 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /S/ ERNST & YOUNG LLP Greenville, South Carolina February 25, 1998, except for Note J, as to which the date is March 17, 1998 ANGELES INCOME PROPERTIES, LTD. IV CONSOLIDATED BALANCE SHEET December 31, 1997 (in thousands, except unit data) Assets Cash and cash equivalents $ 3,559 Receivables and deposits, net of $118 allowance for doubtful accounts 548 Restricted escrows 486 Other assets 776 Investment properties: Land $ 2,708 Buildings and related personal property 20,660 23,368 Less accumulated depreciation (12,569) 10,799 $ 16,168 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 137 Tenant security deposits 7 Accrued taxes 138 Other liabilities 178 Mortgage note payable 15,221 Partners' Capital (Deficit) General partner $ (1,129) Limited partners (131,585 units issued and outstanding) 1,616 487 $ 16,168 See Accompanying Notes to Consolidated Financial Statements ANGELES INCOME PROPERTIES, LTD. IV CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data) Years Ended December 31, 1997 1996 Revenues: Rental income $ 4,253 $ 4,196 Other income 304 153 Total revenues 4,557 4,349 Expenses: Operating expenses 1,700 1,815 General and administrative 419 387 Depreciation 1,060 1,051 Interest 1,526 1,485 Property taxes 190 211 Bad debt recovery, net (22) (177) Total expenses 4,873 4,772 Loss before equity in income (loss) of joint venture and extraordinary item (316) (423) Equity in income (loss) of joint venture (Note F) 9,173 (1,578) Income (loss) before extraordinary item 8,857 (2,001) Extraordinary items: Loss on early extinguishment of debt -- (284) Equity in extraordinary gain on debt extinguishment of joint venture (Note F) 4,925 -- Net income (loss) $ 13,782 $ (2,285) Income (loss) income allocated to general partner (2%) $ 276 $ (46) Income (loss) allocated to limited partners (98%) 13,506 (2,239) Net income (loss) $ 13,782 $ (2,285) Per limited partnership unit: Income (loss) before extraordinary item $ 65.96 $ (14.88) Extraordinary item - loss on early extinguishment of debt -- (2.11) Extraordinary item - equity in extraordinary gain on debt extinguishment of joint venture 36.68 -- Net income (loss) $ 102.64 $ (16.99) See Accompanying Notes to Consolidated Financial Statements ANGELES INCOME PROPERTIES, LTD. IV CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (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, 1995 131,760 $ (1,359) $ (9,651) $ (11,010) Abandonment of limited partnership units (175) -- -- -- Net loss for the year ended December 31, 1996 -- (46) (2,239) (2,285) Partners' deficit at December 31, 1996 131,585 (1,405) (11,890) (13,295) Net income for the year ended December 31, 1997 -- 276 13,506 13,782 Partners' capital (deficit) at December 31, 1997 131,585 $ (1,129) $ 1,616 $ 487 See Accompanying Notes to Consolidated Financial Statements
ANGELES INCOME PROPERTIES, LTD. IV CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 1997 1996 Cash flows from operating activities: Net income (loss) $ 13,782 $ (2,285) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in (income) loss of joint venture (9,173) 1,578 Depreciation 1,060 1,051 Bad debt recovery, net (22) (177) Amortization of loan costs and leasing commissions 105 195 Extraordinary item - loss on early extinguishment of debt -- 284 Extraordinary item - equity in extraordinary gain on debt extinguishment of joint venture (4,925) -- Change in accounts: Receivables and deposits 27 (30) Other assets (80) (47) Accounts payable (53) 26 Tenant security deposit liabilities (2) 1 Accrued taxes -- (9) Other liabilities 7 29 Net cash provided by operating activities 726 616 Cash flows from investing activities: Property improvements and replacements (402) (127) Lease commissions (197) -- Deposits to restricted escrows, net of withdrawals (176) (309) Collection on advances to joint venture 455 -- Advances to joint venture -- (741) Proceeds from notes receivable -- 109 Net cash used in investing activities (320) (1,068) Cash flows from financing activities: Payments on mortgage notes payable (155) (251) Repayment of mortgage note payable -- (14,242) Proceeds from refinancing of debt -- 15,400 Loan costs -- (337) Debt extinguishment costs -- (234) Net cash (used in) provided by financing activities (155) 336 Net increase (decrease) in cash and cash equivalents 251 (116) Cash and cash equivalents at beginning of year 3,308 3,424 Cash and cash equivalents at end of year $ 3,559 $ 3,308 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,492 $ 1,439 Property improvements and replacements in accounts payable $ 100 $ -- See Accompanying Notes to Consolidated Financial Statements ANGELES INCOME PROPERTIES, LTD. IV Notes to Consolidated Financial Statements December 31, 1997 NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization: Angeles Income Properties, Ltd. IV (the "Partnership" or "Registrant") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to the Certificate and Agreement of Limited Partnership (hereinafter referred to as the "Agreement") dated June 29, 1984. The Partnership's general partner is Angeles Realty Corporation II, a California corporation (hereinafter referred to as the "General Partner" or "ARCII"). ARC II is wholly owned by MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia. Thus, the General Partner is now a wholly-owned subsidiary of IPT. 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. Investment in Joint Venture: The Partnership accounted for its investment in joint venture using the equity method of accounting (see "Note F"). Under the equity method of accounting, the Partnership records its equity interest in earnings or losses of the joint venture; however, the investment in the joint ventures 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 ventures. Allocations and Distributions to Partners: In accordance with the Agreement, any gain from the sale or other disposition of Partnership assets will be allocated first to the General Partner to the extent of the amount of any Brokerage Compensation and Incentive Interest to which the General Partner is entitled. Any gain remaining after said allocation will be allocated to the General Partner and Limited Partners in proportion to their interests in the Partnership. The Partnership will allocate other profits and losses 2% to the General Partner and 98% to the Limited Partners. Except as discussed below, the Partnership will allocate distributions 2% to the General Partner and 98% to the Limited Partners. Upon the sale or other disposition, or refinancing, of any asset of the Partnership, the Distributable Net Proceeds shall be distributed as follows: (i) First, to the General Partner, on account of the current and accrued Management Fee Payable, deferred as contemplated therein; (ii) Second, to the Partners in proportion to their interests until the Limited Partners have received proceeds equal to their Original Capital Investment applicable to the property; (iii) Third, to the Partners until the Limited Partners have received distributions from all sources equal to their 8% Cumulative Distribution; (iv) Fourth, to the General Partner until it has received its Brokerage Compensation and (v) Thereafter, 88% to the Limited Partners in proportion to their interests and 12% ("Incentive Interest") to the General Partner. Depreciation: Depreciation is computed utilizing the straight-line method over the estimated lives of the investment properties and related personal property. For Federal income tax purposes, depreciation is computed by using the straight- line method over an estimated life of 5 to 20 years for personal property and 15 to 40 years for real property. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks, money market funds and certificates of deposit with original maturities of less than ninety days. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Tenant Security Deposits: The Partnership may require security deposits from certain commercial space lessees for the duration of the lease and such deposits are included in receivables and deposits. The security deposits are refunded when the tenant vacates the space provided the tenant has not damaged the space and is current on rental payments. Investment Properties: Investment properties are stated at cost. Acquisition fees are capitalized as a cost of real estate. The Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. No adjustments for impairment of value were necessary for the years ended December 31, 1997 or 1996. Loan Costs: Loan costs of approximately $337,000, which are included in other assets in the accompanying balance sheet, are amortized on a straight-line basis over the life of the related loan. Current accumulated amortization is approximately $42,000. Leases: Commercial building lease terms are generally for one to twenty years. Several tenants have percentage rent clauses which provide for additional rent upon the tenant achieving certain rental objectives. Percentage rent totaled approximately $307,000 in 1997 and approximately $235,000 in 1996. Lease Commissions: Lease commissions of approximately $551,000, which are included in other assets in the accompanying balance sheet, are amortized on a straight-line basis over the terms of the respective leases. Current accumulated amortization is approximately $208,000. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications: Certain reclassifications have been made to the 1996 balances to conform to the 1997 presentation. Fair Value: The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The fair value of the Partnership's long term debt, after discounting the scheduled loan payments at a borrowing rate currently available to the Partnership, approximates its carrying balance. NOTE B - MORTGAGE NOTE PAYABLE The principle terms of the mortgage note payable are as follows (dollar amounts in thousands):
Monthly Principal Principal Payment Stated Balance Balance At Including Interest Maturity Due At December 31, Property Interest Rate Date Maturity 1997 Factory Merchants Mall First mortgage $ 137 9.75% 10/2006 $ 12,955 $ 15,221
On October 1, 1996, the Partnership, through its 99% owned subsidiary (Factory Merchants AIP IV, L.P. ("FM")), refinanced the previous mortgage debt secured by Factory Merchants Mall. FM paid off debt of approximately $14,242,000 and paid closing costs and funded escrows with the remainder of the proceeds. The Partnership recognized an extraordinary loss on early extinguishment of debt of $284,000 due to prepayment penalties of approximately $234,000 and the write off of unamortized loan costs of $50,000. The mortgage note payable is non-recourse and is secured by pledge of the Partnership's investment property and by pledge of revenues from the investment property. Prepayment penalties are imposed if the mortgage note is repaid prior to maturity. Scheduled principal payments for the mortgage note payable subsequent to December 31, 1997, are as follows (dollar amounts in thousands): 1998 $ 170 1999 188 2000 207 2001 228 2002 251 Thereafter 14,177 $ 15,221 NOTE C - INCOME TAXES Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. The following is a reconciliation of reported net income (loss) and Federal taxable income (loss): 1997 1996 (in thousands) Net income (loss) as reported $13,782 $ (2,285) Add (deduct): Depreciation differences 51 45 Unearned income 8 3 Investment in joint venture (2,666) 406 Other (1,223) 38 Federal taxable income (loss) $ 9,952 $ (1,793) Federal taxable income (loss) per limited partnership unit $ 65.45 $ (13.34) The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities: Net assets as reported $ 487 Land and buildings 2,692 Accumulated depreciation 1,024 Syndication and distribution costs 8,848 Investments in Joint Ventures 1,175 Other 188 Net assets - Federal tax basis $14,414 NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were paid or accrued to the General Partner and affiliates in 1997 and 1996 (in thousands): 1997 1996 Property management fees (included in operating expenses) $ 131 $ 129 Reimbursement for services of affiliates (included in operating expense and general and administrative expense) 197 242 Lease commissions (included in other assets) 175 -- Included in "Reimbursement for services of affiliates" is approximately $1,000 in construction oversight costs for the year ended December 31, 1997. No construction oversight costs were incurred during the year ended December 31, 1996. For the period from January 1, 1996, to August 31, 1997, the Partnership insured its properties under a master policy through an agency affiliated with the General Partner with an insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the master policy. The agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums that accrued to the benefit of the affiliate of the General Partner by virtue of the agent's obligations was not significant. NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION Initial Cost To Partnership (in thousands) Cost Buildings Capitalized and Related (Removed) Personal Subsequent to Description Encumbrances Land Property Acquisition Eastgate Marketplace $ -- $ 901 $ 3,991 $ (1,893) Factory Merchants Mall 15,221 2,414 16,155 1,800 Totals $ 15,221 $ 3,315 $ 20,146 $ (93)
Gross Amount At Which Carried At December 31, 1997 (in thousands) Buildings And Related Personal Accumulated Date Depreciable Description Land Property Total Depreciation Acquired Life-Years Eastgate Marketplace $ 294 $ 2,705 $ 2,999 $ 2,071 08/29/86 10-20 Factory Merchants Mall 2,414 17,955 20,369 10,498 05/22/86 10-20 Totals $ 2,708 $ 20,660 $ 23,368 $ 12,569
The depreciable lives included above are for the buildings and components. The depreciable lives for related personal property are for 5 to 7 years. Reconciliation of "Investment Properties and Accumulated Depreciation": Years Ended December 31, 1997 1996 (in thousands) Investment Properties Balance at beginning of year $ 22,866 $ 22,739 Property improvements 502 127 Balance at end of year $ 23,368 $ 22,866 Accumulated Depreciation Balance at beginning of year $ 11,509 $ 10,458 Additions charged to expense 1,060 1,051 Balance at end of year $ 12,569 $ 11,509 The aggregate cost of the investment properties for Federal income tax purposes at December 31, 1997 and 1996, is $26,060,000 and $25,563,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 1997 and 1996, is $11,545,000 and $10,537,000 respectively. NOTE F - INVESTMENT IN JOINT VENTURE The Partnership had a 66.7% investment in Northtown Mall Partners ("Northtown"). The investment property, Northtown Mall, was sold in May 1997, but effective April 1, 1997. During the fourth quarter of 1997, all remaining liabilities were paid and the Joint Venture was terminated. The condensed statement of operations of Northtown for the years ended December 31, 1997 and 1996, is summarized as follows: Northtown 1997 1996 (in thousands) Revenues $ 2,738 $ 10,765 Costs and expenses (3,529) (13,136) Gain on disposal of property 16,243 -- Income (loss) before extraordinary item 15,452 (2,371) Extraordinary item - gain on early extinguishment of debt 7,384 -- Net income (loss) $ 22,836 $ (2,371) The Partnership's equity in income of the joint venture was approximately $9,173,000 for the year ended December 31, 1997, and the Partnership's equity in the loss of the joint venture was approximately $1,578,000 for the year ended December 31, 1996. For the year ended December 31, 1997, the Partnership recognized approximately $4,925,000 in equity in extraordinary gain on debt extinguishment related to the sale of Northtown Mall, as discussed below. On May 12, 1997, the Partnership sold Northtown Mall to an affiliate of the lender. The economic closing of the sale of Northtown Mall was as of April 1, 1997. The sale resulted in net proceeds of approximately $1,200,000, after payment of closing costs. The gain on the sale amounted to approximately $16,243,000 and approximately $7,384,000 was recognized as extraordinary gain on early extinguishment of debt due to the full release of its non-recourse indebtedness of approximately $51,000,000 as stipulated by the sales agreement. The joint venture was dissolved in December 1997. NOTE G - OPERATING LEASES Tenants of the commercial properties are responsible for their own utilities and maintenance of their space, and payment of their proportionate share of common area maintenance, utilities, insurance and real estate taxes. Tenants are generally not required to pay a security deposit. As of December 31, 1997 the Partnership had minimum future rentals under noncancellable leases with initial or remaining terms in excess of one year as follows (in thousands): 1998 $ 2,853 1999 2,363 2000 1,920 2001 1,055 2002 645 Thereafter 2,652 $ 11,488 NOTE H - GROUND LEASE Factory Merchants Mall is subject to three ground leases. The aggregate annual lease expense was approximately $188,000 and $160,000 for the years ended December 31, 1997 and 1996, respectively. Such amounts are included in the statements of operation as operating expenses. The terms of two of the leases provide for increases every year, based on the Consumer Price Index. The terms of the third lease provide for increases every five years, based on the Consumer Price Index. As of December 31, 1997, the aggregate minimum rental payments under the land leases are as follows (in thousands): 1998 $ 176 1999 176 2000 176 2001 176 2002 176 Thereafter 4,443 $ 5,323 NOTE I - ABANDONMENT OF LIMITED PARTNERSHIP UNITS In 1996, the number of Limited Partnership Units decreased by 175 units due to limited partners abandoning their units. In abandoning his or her Limited Partnership Unit(s), a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. However, the limited partner is allocated his or her share of income or loss in the year of abandonment. The loss or income per limited partnership unit in the accompanying statements of operations is calculated based on the number of units outstanding at the beginning of the year. NOTE J - SUBSEQUENT EVENT On March 17, 1998, Insignia entered into an agreement to merge its national residential property management operations, and its controlling interest in Insignia Properties Trust, with Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The closing, which is anticipated to happen in the third quarter of 1998, is subject to customary conditions, including government approvals and the approval of Insignia's shareholders. If the closing occurs, AIMCO will then control the General Partner of the Partnership. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL DISCLOSURES There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996 audits of the Partnership's financial statements. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Angeles Realty Corporation II ("ARC II" or the "General Partner") is wholly- owned by MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial Group, Inc. ("Insignia"). Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an affiliate of Insignia. Thus the General Partner is now a wholly-owned subsidiary of IPT. The names of the directors and executive officers of ARC II, their ages and the nature of all positions with ARC II presently held by them are as follows: Name Age Position Carroll D. Vinson 57 President and Director Robert D. Long, Jr. 30 Vice President and Chief Accounting Officer William H. Jarrard, Jr. 51 Vice President Daniel M. LeBey 32 Secretary Kelley M. Buechler 40 Assistant Secretary Carroll D. Vinson has been President and Director of the General Partner and President of Metropolitan Asset Enhancement, L.P. ("MAE"), and subsidiaries, affiliates of Insignia since August 1994. He has acted as Chief Operating Officer of IPT since May 1997. During 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment and consulting activities which included portfolio acquisitions, asset dispositions, debt restructurings and financial reporting. Briefly, in early 1993, Mr. Vinson served as President and Chief Executive Officer of Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr. Vinson was employed by Insignia in various capacities including Managing Director - President during 1991. Robert D. Long, Jr. has been Vice President and Chief Accounting Officer of the General Partner since August 1994. Mr. Long joined MAE, in September 1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr. Long was an accountant for Insignia until joining MAE in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of Tennessee and was associated with the accounting firm of Harsman Lewis and Associates. William H. Jarrard, Jr. has been Vice President of the General Partner since December 1992. He has acted as Senior Vice President of IPT since May 1997. Mr. Jarrard previously acted as Managing Director - Partnership Administration of Insignia from January 1991 through September 1997 and served as Managing Director - Partnership Administration and Asset Management from July 1994 until January 1996. Daniel M. LeBey has been Secretary of the General Partner since January 29, 1998 and Insignia's Assistant Secretary since April 30, 1997. Since July 1996 he has also served as Insignia's Associate General Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston & Bird LLP, Atlanta, Georgia. Kelley M. Buechler has been Assistant Secretary of the General Partner since December 1992 and Assistant Secretary of Insignia since 1991. ITEM 10. EXECUTIVE COMPENSATION No direct form of compensation or remuneration was paid by the Partnership to any officer or director of ARC II. The Partnership has no plan, nor does the Partnership presently propose a plan, which will result in any remuneration being paid to any officer or director upon termination of employment. However, certain fees and other payments have been made to the Partnership's General Partner and its affiliates, as described in "Item 12." below. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 1997, no person owned of record more than 5% of the Limited Partnership Units of the Partnership nor was any person known by the Partnership to own of record and beneficially, or beneficially only, more than 5% of such securities. On March 17, 1998, Insignia entered into an agreement to merge its national residential property management operations, and its controlling interest in Insignia Properties Trust, with Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The closing, which is anticipated to happen in the third quarter of 1998, is subject to customary conditions, including government approvals and the approval of Insignia's shareholders. If the closing occurs, AIMCO will then control the General Partner of the Partnership. The Partnership knows of no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change in control of the Partnership, except for: Article 12.1 of the Agreement, which provide that upon a vote of the Limited Partners holding more than 50% of the then outstanding Limited Partnership Units the General Partner may be expelled from the Partnership upon 90 days written notice. In the event that a successor general partner has been elected by Limited Partners holding more than 50% of the then outstanding Limited Partnership Units and if said Limited Partners elect to continue the business of the Partnership, the Partnership is required to pay in cash to the expelled General Partner an amount equal to the accrued and unpaid management fee described in Article 10 of the Agreement and to purchase the General Partner's interest in the Partnership on the effective date of the expulsion, which shall be an amount equal to the difference between (i) the balance of the General Partner's capital account and (ii) the fair market value of the share of Distributable Net Proceeds to which the General Partner would be entitled. Such determination of the fair market value of the share of Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the General Partner and affiliates in 1997 and 1996 (in thousands): 1997 1996 Property management fees $ 131 $ 129 Reimbursement for services of affiliates 197 242 Lease commissions 175 -- Included in "Reimbursement for services of affiliates" is approximately $1,000 in construction oversight costs for the year ended December 31, 1997. No construction oversight costs were incurred during the year ended December 31, 1996. For the period from January 1, 1996, to August 31, 1997, the Partnership insured its properties under a master policy through an agency affiliated with the General Partner with an insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the master policy. The agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums that accrued to the benefit of the affiliate of the General Partner by virtue of the agent's obligations was not significant. Effective February 25, 1998, MAE GP was merged into IPT, which is an affiliate of Insignia. Thus, the General Partner is now a wholly-owned subsidiary of IPT. PART IV ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-B: Refer to Exhibit Index. (b) Reports on Form 8-K: None filed during the quarter ended December 31, 1997. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES INCOME PROPERTIES, LTD. IV (A California Limited Partnership) (Registrant) By: Angeles Realty Corporation II By: /s/ Carroll D. Vinson Carroll D. Vinson President Date: March 27, 1998 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the date indicated. /s/ Carroll D. Vinson President Date: March 27, 1998 Carroll D. Vinson /s/Robert D. Long, Jr. Vice President and Chief Date: March 27, 1998 Robert D. Long, Jr. Accounting Officer EXHIBIT INDEX Exhibit Number Description of Exhibit 3.1 Amended Certificate and Agreement of the Limited Partnership filed in Amendment Number 2 to Form S-11 dated April 25, 1985 which is incorporated herein by reference 10.1 Agreement of Purchase and Sale of Real Property with Exhibits - Northtown Mall filed in Form 8K dated July 15, 1985 which is incorporated herein by reference 10.2 Agreement of Purchase and Sale of Real Property with Exhibits-Burlington Mall Partners filed in Form 8K dated December 19, 1985 which is incorporated herein by reference 10.3 Agreement of Purchase and Sale of Real Property with Exhibits - Moraine West Carrollton Partners filed in Form 8K dated December 20, 1985 which is incorporated herein by reference 10.4 Agreement of Purchase and Sale of Property with Exhibits - Factory Merchants Etc. Mall-Phase I and Phase II filed in Form 8K dated May 22, 1986 which is incorporated herein by reference 10.5 Promissory Note - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.6 Deed of Trust, Assignment of Leases and Rents and Security Agreement - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.7 Deed of Trust - Option - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.8 Security Agreement - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.9 Option Agreement - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.10 Covenant not to compete - Fort Worth Center and the W.T. Waggoner Building filed in Form 8K dated July 16, 1986 which is incorporated herein by reference 10.12 Acquisition or Disposition of Assets - Fort Worth Option Joint Venture - filed in form 8K dated November 1, 1987, which is incorporated herein by reference 10.13 Promissory Note - Northtown Mall. Filed in Form 10-K dated December 31, 1990, Exhibit 10.13, which is incorporated herein by reference 10.14 Stock Purchase Agreement dated November 24, 1992 showing the purchase of 100% of the outstanding stock of Angeles Realty Corporation II, a subsidiary of MAE GP Corporation, filed in Form 8-K dated December 31, 1992, which is incorporated herein by reference 10.15 Acquisition or Disposition of Assets - Moraine West Carrollton - filed in Form 8-K dated July 21, 1994, which is incorporated herein by reference. 10.16 Promissory note - dated August 19, 1996, between Factory Merchants AIP IV, L.P., and Union Capital Investments, LLC. 16 Letter from Registrant's former accountant regarding its concurrence with the statements made by the Registrant is incorporated by reference to the Exhibit filed with Form 8-K dated September 1, 1993. 27 Financial Data Schedule. EX-27 2
5 This schedule contains summary financial information extracted from Angeles Income Properties, Ltd. IV 1997 Year-End 10-KSB and is qualified in its entirety by reference to such 10-KSB filing. 0000763049 ANGELES INCOME PROPERTIES, LTD. IV 1,000 12-MOS DEC-31-1997 DEC-31-1997 3,559 0 548 0 0 0 23,368 12,569 16,168 0 15,221 0 0 0 487 16,168 0 4,557 0 0 4,873 0 1,526 0 0 8,857 0 4,925 0 13,782 102.64 0 Registrant has an unclassified balance sheet. Multiplier is 1.
-----END PRIVACY-ENHANCED MESSAGE-----