10-Q 1 aipl6_10q.htm FORM 10-Q FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

Form 10-Q

 

(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, 2010

 

or

 

[ ]   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 0-16210

 

 

ANGELES INCOME PROPERTIES, LTD. 6

(Exact name of registrant as specified in its charter)

 

California

95-4106139

(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

(Registrant's telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. 

[X] Yes  [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [X] No


PART I – FINANCIAL INFORMATION

 

 

ITEM 1.     FINANCIAL STATEMENTS

 

 

ANGELES INCOME PROPERTIES, LTD. 6

CONSOLIDATED BALANCE SHEETS

 (in thousands, except unit data)

 

 

 

 

September 30,

December 31,

 

2010

2009

 

(Unaudited)

(Note)

Assets

 

 

Cash and cash equivalents

$   109

$   219

Receivables and deposits

     97

    174

Other assets

    548

    336

Investment property:

 

 

Land

    840

    840

Buildings and related personal property

  8,742

  8,670

 

  9,582

  9,510

Less accumulated depreciation

  (5,943)

  (5,723)

 

  3,639

  3,787

Assets held for sale (Notes A and F)

     --

  2,968

 

$ 4,393

$ 7,484

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    28

$    71

Tenant security deposit liabilities

     57

     58

Other liabilities

    284

    223

Distribution payable (Note G)

     41

     --

Due to affiliates (Note B)

     --

    270

Mortgage notes payable (Note E)

 13,939

  7,867

Liabilities related to assets held for sale (Notes A

 

 

  and F)

     --

  3,446

 

 14,349

 11,935

 

 

 

Partners' Deficit

 

 

General partner

    (305)

    (303)

Limited partners (47,311 units issued

 

 

and outstanding)

  (9,651)

  (4,148)

 

  (9,956)

  (4,451)

 

$ 4,393

$ 7,484

 

Note: The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

See Accompanying Notes to Consolidated Financial Statements


ANGELES INCOME PROPERTIES, LTD. 6

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

 

 

 

Three Months

Nine Months

 

Ended September 30,

Ended September 30,

 

2010

2009

2010

2009

 

Revenues:

 

 

 

 

  Rental income

$   623

$   627

$ 1,874

$ 1,855

  Other income

     45

     35

    188

    181

Total revenues

    668

    662

  2,062

  2,036

 

 

 

 

 

Expenses:

 

 

 

 

  Operating

    211

    221

    791

    729

  General and administrative

     28

     16

    183

    138

  Depreciation

     74

     77

    221

    236

  Interest

    221

    126

    459

    370

  Property tax

     58

     57

    159

    151

Total expenses

    592

    497

  1,813

  1,624

 

 

 

 

 

Casualty gain (Note C)

     --

     --

     --

     36

Income from continuing operations

     76

    165

    249

    448

Income (loss) from discontinued

 

 

 

 

  operations (Notes A and F)

     --

     24

    (967)

     66

Gain on sale of discontinued

 

 

 

 

  operations (Note F)

     --

     --

  3,799

     --

Net income

$    76

$   189

$ 3,081

$   514

 

 

 

 

 

Net income allocated to

 

 

 

 

  general partner

$     1

$     2

$   146

$     5

Net income allocated to limited

 

 

 

 

  partners

     75

    187

  2,935

    509

 

$    76

$   189

$ 3,081

$   514

Per limited partnership unit:

 

 

 

 

  Income from continuing

 

 

 

 

    operations

$  1.59

$  3.44

$  5.20

$  9.38

  Income (loss) from discontinued

 

 

 

 

    operations

     --

    .51

  (20.23)

   1.38

Gain on sale of discontinued

 

 

 

 

    operations

     --

     --

  77.07

     --

Net income per limited

 

 

 

 

  partnership unit

$  1.59

$  3.95

$ 62.04

$ 10.76

 

 

 

 

 

Distributions per limited

 

 

 

 

  partnership unit

$  5.86

$    --

$178.36

$ 11.50

 

See Accompanying Notes to Consolidated Financial Statements


 

 

ANGELES INCOME PROPERTIES, LTD. 6

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' deficit

(Unaudited)

(in thousands, except unit data)

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 

Units

Partner

Partners

Total

 

 

 

 

 

Original capital contributions

47,384

$     1

 $47,384

 $47,385

 

 

 

 

 

Partners' deficit

 

 

 

 

at December 31, 2009

47,311

 $  (303)

 $(4,148)

 $(4,451)

 

 

 

 

 

Net income for the nine months

 

 

 

 

ended September 30, 2010

    --

    146

   2,935

   3,081

 

 

 

 

 

Distributions to partners

    --

    (148)

  (8,438)

  (8,586)

 

 

 

 

 

Partners' deficit at

 

 

 

 

September 30, 2010

47,311

 $  (305)

 $(9,651)

 $(9,956)

 

See Accompanying Notes to Consolidated Financial Statements


ANGELES INCOME PROPERTIES, LTD. 6

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

Nine Months Ended

 

September 30,

 

2010

2009

Cash flows from operating activities:

 

 

Net income

$ 3,081

$   514

Adjustments to reconcile net income to net cash

 

 

provided by operating activities:

 

 

Depreciation

    280

    410

Amortization of loan costs

     24

     16

Casualty gain

     --

     (36)

Gain on sale of discontinued operations

  (3,799)

     --

Loss on extinguishment of debt

    968

     --

Change in accounts:

 

 

Receivables and deposits

     77

     29

Other assets

     (44)

     (96)

Accounts payable

     (62)

     23

Tenant security deposit liabilities

     (34)

      4

Accrued property taxes

     (21)

     (20)

Other liabilities

    (106)

     50

Due to affiliates

    (270)

     40

Net cash provided by operating activities

     94

    934

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (102)

    (122)

Proceeds from sale of discontinued operations

  6,802

     --

Insurance proceeds received

     --

     50

Net cash provided by (used in) financing activities

  6,700

     (72)

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

    (335)

    (366)

Proceeds from mortgage note payable

  6,330

     --

Repayment of mortgage note payable

  (3,295)

     --

Advances from affiliate

     --

     70

Repayment of advances from affiliate

     --

     (70)

Loan costs paid

    (189)

     --

Prepayment penalty paid

    (870)

     --

Distributions to partners

  (8,545)

    (555)

Net cash used in financing activities

  (6,904)

    (921)

 

 

 

Net decrease in cash and cash equivalents

    (110)

     (59)

 

 

 

Cash and cash equivalents at beginning of period

    219

    253

Cash and cash equivalents at end of period

$   109

$   194

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$   519

$   485

 

 

 

Supplemental disclosure of non-cash flow activity:

 

 

Property improvements and replacements in accounts payable

$    --

$   173

Distribution payable to partners

$    41

$    --

 

At December 31, 2009 and 2008, approximately $5,000 and $4,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the nine months ended September 30, 2010 and 2009, respectively.

 

See Accompanying Notes to Consolidated Financial Statements


ANGELES INCOME PROPERTIES, LTD. 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note A – Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Angeles Income Properties, Ltd. 6 (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-Q and Article 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  The Partnership's general partner is Angeles Realty Corporation II ("ARC II" or the "General Partner"). In the opinion of the General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.  The General Partner is an affiliate of Apartment Investment and Management Company (“AIMCO”), a publicly traded real estate investment trust.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

The accompanying consolidated statements of operations for the three and nine months ended September 30, 2009 have been restated as of January 1, 2009 to reflect the operations of Homestead Apartments as income from discontinued operations and the accompanying consolidated balance sheet as of December 31, 2009 has also been restated to reflect the respective assets and liabilities of Homestead Apartments as held for sale due to its sale on May 20, 2010 (see Note F – Disposition of Investment Property).

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the nine months ended September 30, 2010 and 2009 (in thousands):

 

 

Nine Months Ended

 

September 30, 2010

September 30, 2009

 

Homestead

Homestead

 

Apartments

Apartments

 

 

 

Revenues

$   577

       $ 1,150

Expenses

    (576)

        (1,084)

Loss on extinguishment of debt

    (968)

            --

(Loss) income from discontinued

 

 

  operations

 $  (967)

       $    66

 

Certain reclassifications have been made to the 2009 balances to conform to the 2010 presentation.

 

Note B – Transactions with Affiliated Parties

 

The Partnership has no employees and depends 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.

 

Affiliates of the General Partner receive 5% of gross receipts from both of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $133,000 and $156,000 for the nine months ended September 30, 2010 and 2009, respectively, which is included in operating expenses and income (loss) from discontinued operations.

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $45,000 and $46,000 for the nine months ended September 30, 2010 and 2009, respectively, which is included in general and administrative expenses, investment property, assets held for sale and gain on sale of discontinued operations. The portion of these reimbursements included in investment property, assets held for sale and gain on sale of discontinued operations for the nine months ended September 30, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $1,000 and $2,000, respectively.

 

In connection with the second mortgage obtained on Lazy Hollow Apartments during the nine months ended September 30, 2010, the General Partner was paid a financing fee of approximately $56,000 in accordance with the Partnership Agreement. The fee was capitalized and is included in other assets at September 30, 2010.

 

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, the Partnership paid total distributions to the General Partner of approximately $731,000 in prior years related to property sales as follows: 1997 sale of LaSalle Warehouse, 1998 sale of Whispering Pines, 1999 sale of Mesa Dunes Mobile Home Park, 2000 sale of Wakonda Shopping Center and Town and Country Shopping Center and the 2001 sale of Casa Granada Apartments. These distributions are subordinate to the limited partners receiving a preferred return, as specified in the Partnership Agreement. If the limited partners have not received their preferred return when the Partnership terminates, the General Partner will be required to return this amount to the Partnership. The Partnership did not pay a distribution to the General Partner under this provision during the nine months ended September 30, 2010 related to the sale of Homestead Apartments as the limited partners have not received their preferred return as of September 30, 2010.

 

Pursuant to the Partnership Agreement for managing the affairs of the Partnership, the General Partner is entitled to receive a Partnership Management Fee equal to 10% of the Partnership's net cash from operations.  During the nine months ended September 30, 2010 and 2009, the amount accrued for the allowable fee was zero and approximately $40,000, respectively. The total amount due at December 31, 2009 was approximately $270,000 and was included in due to affiliates on the accompanying consolidated balance sheet. Payment of the Partnership Management Fee is restricted to distributable net proceeds as defined in the Partnership Agreement. The cumulative unpaid Partnership Management Fees earned for the years 2003 through 2009 of approximately $270,000 were paid during the nine months ended September 30, 2010 with distributable net proceeds from the sale of Homestead Apartments.

 

In accordance with the Partnership Agreement, during the nine months ended September 30, 2009, AIMCO Properties, L.P., an affiliate of the General Partner, advanced to the Partnership approximately $70,000 to fund property taxes at Lazy Hollow Apartments. Interest on the advances was charged at a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Interest expense was approximately $1,000 for the nine months ended September 30, 2009.  There were no such advances or interest expense during the nine months ended September 30, 2010.  Total advances and interest of approximately $71,000 were repaid during the nine months ended September 30, 2009. There were no advances or accrued interest owed to affiliates at September 30, 2010 or December 31, 2009. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner.  During the nine months ended September 30, 2010, the Partnership was charged by AIMCO and its affiliates approximately $35,000 for insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2010 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $47,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2009.

 

Note C – Casualty Gain

 

In June 2008, Lazy Hollow Apartments suffered damage to several of its apartment units as a result of high winds and falling trees. The Partnership incurred approximately $67,000 to repair the damaged units during 2008, including approximately $17,000 for clean-up costs, which were incurred during 2008 and were included in operating expense. During the nine months ended September 30, 2009, the Partnership received approximately $64,000 in insurance proceeds, including approximately $14,000 for emergency expenses. The Partnership recognized a casualty gain of approximately $36,000 during the nine months ended September 30, 2009 as a result of the write-off of undepreciated damaged assets of approximately $14,000. The insurance proceeds related to clean-up costs were included as a reduction of operating expenses for the nine months ended September 30, 2009. The Partnership does not expect to receive any additional proceeds related to this event.

 

Note D – Fair Value of Financial Instruments

 

FASB ASC Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At September 30, 2010, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $15,174,000.

 

Note E – Mortgage Financing

 

On June 30, 2010, the Partnership obtained a second mortgage loan in the principal amount of $6,330,000 on Lazy Hollow Apartments. The second mortgage bears interest at a fixed rate of 5.88% per annum and requires monthly payments of principal and interest of approximately $37,000, beginning August 1, 2010 through the July 1, 2020 maturity date. The second mortgage has a balloon payment of approximately $5,292,000 due at maturity. The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carve-out obligations of the Partnership with respect to the new mortgage financing. In connection with the new loan, the Partnership incurred loan costs of approximately $189,000, which were capitalized during the nine months ended September 30, 2010 and are included in other assets.

 

In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Lazy Hollow Apartments. The modification includes a fixed interest rate of 6.04% per annum and monthly payments of principal and interest of approximately $46,000, commencing August 1, 2010 through the maturity date of July 1, 2020, at which time a balloon payment of approximately $6,412,000 is due. The previous terms provided for a fixed interest rate of 5.94% per annum and monthly payments of principal and interest of approximately $71,000 through the April 30, 2023 maturity date, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty. Total costs associated with the modification of the existing mortgage were approximately $65,000, which are included in general and administrative expenses. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carve-out obligations of the Partnership with respect to the modified loan.

 

Note F – Disposition of Investment Property

 

On May 20, 2010, the Partnership sold Homestead Apartments to a third party for a gross sales price of $7,000,000. The net proceeds realized by the Partnership were approximately $6,802,000 after payment of closing costs of approximately $198,000. The Partnership used approximately $3,295,000 to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $3,799,000 during the nine months ended September 30, 2010 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $968,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage of approximately $870,000. The loss on extinguishment of debt is included in loss from discontinued operations. While the Partnership is not subject to federal income tax, it is subject to tax related to its Michigan activities. During the nine months ended September 30, 2010, as a result of the sale of Homestead Apartments, the Partnership recognized current tax expense of approximately $140,000, which is reflected as a reduction of gain on sale of discontinued operations. The corresponding liability is included in other liabilities at September 30, 2010.

 

Note G – Distributions

 

The Partnership distributed the following amounts during the nine months ended September 30, 2010 and 2009 (in thousands, except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Nine Months Ended

Partnership

Nine Months Ended

Partnership

 

September 30, 2010

Unit

September 30, 2009

Unit

 

 

 

 

 

Sale (1)

$ 2,276

$ 47.64

$    --

$    --

Financing (2)

  6,147

 128.63

     --

     --

Operations

    100

   2.09

    550

  11.50

 

$ 8,523

$178.36

$   550

$ 11.50

 

(1)  Proceeds from the May 2010 sale of Homestead Apartments.

 

(2)  Proceeds from the June 2010 second mortgage obtained on Lazy Hollow Apartments.

 

For 2010, the distribution payable of approximately $41,000 represents the estimated Michigan withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of Homestead Apartments.

 

In conjunction with the transfer of funds from the majority owned sub-tier limited partnership to the Partnership, approximately $63,000 and $5,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the nine months ended September 30, 2010 and 2009, respectively.

 

Note H – Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated.  The parties arbitrated four “on-call” claims and obtained defense verdicts on all four.  Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees, and the mediation is currently scheduled for November 16, 2010. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property. 

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

The Partnership's investment property consists of one apartment complex.  The following table sets forth the average occupancy of the property for the nine months ended September 30, 2010 and 2009:

 

 

Average Occupancy

Property

2010

2009

 

 

 

Lazy Hollow Apartments

97%

95%

   Columbia, Maryland

 

 

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. 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, the General Partner may use rental concessions and rental rate reductions to offset the softening market conditions, accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results from Operations

 

The Partnership’s net income for the three and nine months ended September 30, 2010 was approximately $76,000 and $3,081,000, respectively, compared to net income of approximately $189,000 and $514,000 for the three and nine months ended September 30, 2009, respectively. The consolidated statements of operations for the three and nine months ended September 30, 2009 have been restated as of January 1, 2009 to reflect the operations of Homestead Apartments as income from discontinued operations and the consolidated balance sheet as of December 31, 2009 has also been restated to reflect the respective assets and liabilities of Homestead Apartments as held for sale due to its sale on May 20, 2010.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the nine months ended September 30, 2010 and 2009 (in thousands):

 

 

Nine Months Ended

 

September 30, 2010

September 30, 2009

 

Homestead

Homestead

 

Apartments

Apartments

 

 

 

Revenues

$   577

       $ 1,150

Expenses

    (576)

        (1,084)

Loss on extinguishment of debt

    (968)

            --

(Loss) income from discontinued

 

 

  operations

 $  (967)

       $    66

 

On May 20, 2010, the Partnership sold Homestead Apartments to a third party for a gross sales price of $7,000,000. The net proceeds realized by the Partnership were approximately $6,802,000 after payment of closing costs of approximately $198,000. The Partnership used approximately $3,295,000 to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $3,799,000 during the nine months ended September 30, 2010 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $968,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage of approximately $870,000. The loss on extinguishment of debt is included in loss from discontinued operations.

 

The Partnership’s income from continuing operations for the three and nine months ended September 30, 2010 was approximately $76,000 and $249,000, respectively. The Partnership’s income from continuing operations for the three and nine months ended September 30, 2009 was approximately $165,000 and $448,000, respectively. The decrease in income from continuing operations for the three months ended September 30, 2010 is due to an increase in total expenses. Total revenues remained relatively constant for the three months ended September 30, 2010. The decrease in income from continuing operations for the nine months ended September 30, 2010 is due to an increase in total expenses and the recognition of a casualty gain in 2009, partially offset by an increase in total revenues. Total revenues increased for the nine months ended September 30, 2010 primarily due to an increase in rental income. Other income remained relatively constant for the nine months ended September 30, 2010. Rental income increased for the nine months ended September 30, 2010 due to increases in occupancy and the average rental rate at Lazy Hollow Apartments, partially offset by an increase in bad debt expense.

 

The increase in total expenses for the three months ended September 30, 2010 is due to increases in general and administrative and interest expenses, partially offset by a decrease in operating expense. Depreciation and property tax expenses remained relatively constant for the three months ended September 30, 2010. The increase in total expenses for the nine months ended September 30, 2010 is due to increases in operating, general and administrative and interest expenses, partially offset by a decrease in depreciation expense. Property tax expense remained relatively constant for the nine months ended September 30, 2010. Interest expense increased for both periods primarily due to a higher debt balance as a result of a second mortgage obtained on the Partnership’s remaining investment property in June 2010, partially offset by scheduled principal payments made on the mortgages encumbering Lazy Hollow Apartments, which reduced the carrying balance of the loans. Operating expense decreased for the three months ended September 30, 2010 due to decreases in salaries and related benefits as a result of a decrease in personnel at the property and decreased utility expenses. Operating expense increased for the nine months ended September 30, 2010 due to an increase in snow removal costs at the property due to a severe snow storm during February 2010, and the receipt of insurance proceeds during the nine months ended September 30, 2009 related to clean up costs incurred during 2008 at Lazy Hollow Apartments, as discussed below, partially offset by decreases in salaries and related benefits as a result of a decrease in personnel at the property. Depreciation expense decreased for the nine months ended September 30, 2010 due to property improvements and replacements placed into service in previous years becoming fully depreciated during 2009, partially offset by depreciation on assets placed into service over the previous twelve months.

 

General and administrative expenses increased for the three months ended September 30, 2010 as a result of a reduction recorded during the three months ended September 30, 2009 to the annual Partnership management fee which is based on the Partnership’s net cash from operations. General and administrative expenses increased for the nine months ended September 30, 2010 primarily due to costs incurred with the modification of the first mortgage at Lazy Hollow Apartments during 2010, partially offset by a decrease in the Partnership management fee which is based on the Partnership’s net cash from operations. Also included in general and administrative expense for the three and nine months ended September 30, 2010 and 2009 are management reimbursements to the General Partner as allowed under the Partnership Agreement, costs associated with communication with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

In June 2008, Lazy Hollow Apartments suffered damage to several of its apartment units as a result of high winds and falling trees. The Partnership incurred approximately $67,000 to repair the damaged units during 2008, including approximately $17,000 for clean-up costs, which were incurred during 2008 and were included in operating expense. During the nine months ended September 30, 2009, the Partnership received approximately $64,000 in insurance proceeds, including approximately $14,000 for emergency expenses. The Partnership recognized a casualty gain of approximately $36,000 during the nine months ended September 30, 2009 as a result of the write-off of undepreciated damaged assets of approximately $14,000. The insurance proceeds related to clean-up costs are included as a reduction of operating expenses for the nine months ended September 30, 2009. The Partnership does not expect to receive any additional proceeds related to this event.

 

Liquidity and Capital Resources

 

At September 30, 2010, the Partnership had cash and cash equivalents of approximately $109,000, compared to approximately $219,000 at December 31, 2009. Cash and cash equivalents decreased approximately $110,000 from December 31, 2009 due to approximately $6,904,000 of cash used in financing activities, partially offset by approximately $6,700,000 and $94,000 of cash provided by investing and operating activities, respectively. Cash used in financing activities consisted of distributions to partners, principal payments made on the mortgages encumbering the Partnership’s investment properties, repayment of the debt encumbering Homestead Apartments, payment of a prepayment penalty and payment of loan costs, partially offset by proceeds received from the second mortgage note payable obtained on Lazy Hollow Apartments. Cash provided by investing activities consisted of net proceeds from the sale of Homestead Apartments, partially offset by property improvements and replacements.

 

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 assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance. Capital improvements planned for each of the Partnership’s properties are detailed below.

 


Lazy Hollow Apartments

 

During the nine months ended September 30, 2010, the Partnership completed approximately $71,000 of capital improvements at Lazy Hollow Apartments consisting primarily of appliance and floor covering replacements.  These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Homestead Apartments

 

During the nine months ended September 30, 2010, the Partnership completed approximately $26,000 of capital improvements at Homestead Apartments consisting primarily of floor covering replacements and office computers. These improvements were funded from operating cash flow. The Partnership sold Homestead Apartments to a third party on May 20, 2010.

 

Additional capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that such capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

 

On June 30, 2010, the Partnership obtained a second mortgage loan in the principal amount of $6,330,000 on Lazy Hollow Apartments. The second mortgage bears interest at a fixed rate of 5.88% per annum and requires monthly payments of principal and interest of approximately $37,000, beginning August 1, 2010 through the July 1, 2020 maturity date. The second mortgage has a balloon payment of approximately $5,292,000 due at maturity. The Partnership may prepay the second mortgage at any time with 30 days written notice to the lender subject to a prepayment penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carve-out obligations of the Partnership with respect to the new mortgage financing. In connection with the new loan, the Partnership incurred loan costs of approximately $189,000, which were capitalized during the nine months ended September 30, 2010 and are included in other assets.

 

In connection with the second mortgage loan, the Partnership also agreed to certain modifications on the existing mortgage loan encumbering Lazy Hollow Apartments. The modification includes a fixed interest rate of 6.04% per annum and monthly payments of principal and interest of approximately $46,000, commencing August 1, 2010 through the maturity date of July 1, 2020, at which time a balloon payment of approximately $6,412,000 is due. The previous terms provided for a fixed interest rate of 5.94% per annum and monthly payments of principal and interest of approximately $71,000 through the April 30, 2023 maturity date, at which date the mortgage was scheduled to be fully amortized. The Partnership may prepay the first mortgage loan at any time subject to a prepayment penalty. Total costs associated with the modification of the existing mortgage were approximately $65,000, which are included in general and administrative expenses. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain non-recourse carve-out obligations of the Partnership with respect to the modified loan.

 

The Partnership's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnership's investment property of approximately $13,939,000 is amortized over varying periods with balloon payments of approximately $5,292,000 and $6,412,000 due in 2020. The General Partner will attempt to refinance such indebtedness and/or sell the property prior to such maturity dates. If the property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such property through foreclosure.

 


The Partnership distributed the following amounts during the nine months ended September 30, 2010 and 2009 (in thousands, except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Nine Months Ended

Partnership

Nine Months Ended

Partnership

 

September 30, 2010

Unit

September 30, 2009

Unit

 

 

 

 

 

Sale (1)

$ 2,276

$ 47.64

$    --

$    --

Financing (2)

  6,147

 128.63

     --

     --

Operations

    100

   2.09

    550

  11.50

 

$ 8,523

$178.36

$   550

$ 11.50

 

(1)  Proceeds from the May 2010 sale of Homestead Apartments.

 

(2)  Proceeds from the June 2010 second mortgage obtained on Lazy Hollow Apartments.

 

For 2010, the distribution payable of approximately $41,000 represents the estimated Michigan withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of Homestead Apartments.

 

In conjunction with the transfer of funds from the majority owned sub-tier limited partnership to the Partnership, approximately $63,000 and $5,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the nine months ended September 30, 2010 and 2009, respectively.

 

Future cash distributions will depend on the level of net cash generated from operations, the timing of debt maturity, refinancings, and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations after capital expenditures to permit additional distributions to its partners in 2010 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 27,739 limited partnership units (the "Units") in the Partnership representing 58.63% of the outstanding Units at September 30, 2010.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers.  Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 58.63% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions.  The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 

Item 4T.    CONTROLS AND PROCEDURES

 

(a)   Disclosure Controls and Procedures.

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

(b)            Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


PART II - OTHER INFORMATION

 

 

ITEM 1.     LEGAL PROCEEDINGS

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions.  In the second quarter 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $1,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated.  The parties arbitrated four “on-call” claims and obtained defense verdicts on all four.  Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees, and the mediation is currently scheduled for November 16, 2010. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

ITEM 6.     EXHIBITS

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

  • may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 

 


SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

ANGELES INCOME PROPERTIES, LTD. 6

 

 

 

By:   Angeles Realty Corporation II

 

      General Partner

 

 

Date: November 12, 2010

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

Date: November 12, 2010

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership Accounting

 

 

 

 


ANGELES INCOME PROPERTIES, LTD. 6

 

EXHIBIT INDEX

 

 

Exhibit

 

3.1         Amended Certificate and Agreement of the Limited Partnership filed in the Partnership's Prospectus dated June 11, 1987 which is incorporated herein by reference.

 

3.2         Second Amended and Restated Bylaws of IPT, dated October 2, 1998 incorporated by reference to Registrant's Current Report on Form 8-K, dated October 1, 1998.

 

10.9        Agreement of Purchase and Sale of Real Property and Exhibits – Lazy Hollow Apartments filed in the Registrant’s Current Report on Form 8-K dated December 1989, which is incorporated herein by reference.

 

10.12       Stock Purchase Agreement dated November 24, 1992 showing the purchase of 100% of the outstanding stock of Angeles Realty Corporation II by IAP GP Corporation, a subsidiary of MAE GP Corporation, filed in the Registrant’s Current Report on Form 8-K dated December 31, 1992, which is incorporated herein by reference.

 

10.40       Purchase and Sale Contract between Angeles Income Properties, Ltd. 6, a California limited partnership, and Homestead on Lake Lansing, LLC, a Michigan limited liability company, dated October 26, 2009. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated October 26, 2009).

 

10.42       Reinstatement and First Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. 6, a California limited partnership, and Homestead on Lake Lansing, LLC, a Michigan limited liability company, dated February 3, 2010. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated February 3, 2010).

 

10.43       Second Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. 6, a California limited partnership, and Homestead on Lake Lansing, LLC, a Michigan limited liability company, dated March 29, 2010. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated March 29, 2010).

 

10.44       Third Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. 6, a California limited partnership, and Homestead on Lake Lansing, LLC, a Michigan limited liability company, dated April 20, 2010. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated April 20, 2010).

 

10.45       Fourth Amendment to Purchase and Sale Contract between Angeles Income Properties, Ltd. 6, a California limited partnership, and Homestead on Lake Lansing, LLC, a Michigan limited liability company, dated May 14, 2010. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 14, 2010).

 

10.46       Multifamily Note, dated June 30, 2010, between Lazy Hollow Partners, a California general partnership and Wells Fargo Bank, National Association, a national banking association. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

           


 

10.47       Multifamily Deed of Trust, Assignment of Rents and Security Agreement, dated June 30, 2010, between Lazy Hollow Partners, a California general partnership and Wells Fargo Bank, National Association, a national banking association. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

 

10.48       Guaranty, dated June 30, 2010, between AIMCO Properties, L.P., a Delaware limited partnership, and Wells Fargo Bank, National Association, a national banking association. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

 

10.49       Amended and Restated Multifamily Note (Recast Transaction), dated June 30, 2010, between Lazy Hollow Partners, a California general partnership and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

 

10.50       Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement (Recast Transaction), dated June 30, 2010, between Lazy Hollow Partners, a California general partnership and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

 

10.51       Amended and Restated Guaranty (Recast Transaction) , dated June 30, 2010, between AIMCO Properties, L.P., a Delaware limited partnership, and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated June 30, 2010).

 

31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1        Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.