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EX-31.1 - EXHIBIT 31.1 - ANGELES INCOME PROPERTIES LTD 6aipl6_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 - ANGELES INCOME PROPERTIES LTD 6aipl6_ex32z1.htm
EX-31.2 - EXHIBIT 31.2 - ANGELES INCOME PROPERTIES LTD 6aipl6_ex31z2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 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)

 

Registrant's telephone number, including area code (864) 239-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Units of Limited Partnership Interest

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

 

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.

Yes [X] 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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 S

 

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

 

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

 

DOCUMENTS INCORPORATED BY REFERENCE

None


FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. 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, including the pace of job growth and the level of unemployment; 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; 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.

 

                                       PART I

 

Item 1.     Business

 

Angeles Income Properties, Ltd. 6 (the "Partnership" or "Registrant") is a publicly held limited partnership organized under the California Uniform Limited Partnership Act on June 29, 1984, as amended. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2037, unless terminated prior to such date.

 

The Partnership's general partner is Angeles Realty Corporation II, a California corporation (the "General Partner" or "ARC II"), a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

 

The Partnership, through its public offering of Limited Partnership Units, sold 47,384 units aggregating $47,384,000.  The General Partner contributed capital in the amount of $1,000 for a 1% interest in the Partnership. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions. The Partnership was formed for the purpose of acquiring fee and other forms of equity interests in various types of real estate property. The Partnership sold one of its residential properties during 2010. As a result, at December 31, 2010, the Partnership owned and operated one residential property (see “Item 2. Property”).

 

The Partnership has no employees. Management and administrative services are provided by the General Partner and by agents retained by the General Partner. These services were provided by affiliates of the General Partner for the years ended December 31, 2010 and 2009.

 

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

 

Item 2.     Property

 

The following table sets forth the Partnership's investment in property:

 

 

Date of

 

 

Property

Purchase

Type of Ownership

      Use

 

 

 

 

Lazy Hollow Apartments

07/01/89

Fee ownership subject to

Apartment

  Columbia, MD

 

a first and second mortgage (1)

178 units

 

(1)   Property is held by a limited partnership in which the Partnership owns a 99% interest.

 

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 $3,820,000 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 year ended December 31, 2010, as a result of the sale of Homestead Apartments, the Partnership recognized current tax expense of approximately $118,000, which is reflected as a reduction of gain on sale of discontinued operations. The corresponding liability is included in other liabilities on the consolidated balance sheet at December 31, 2010.

 

Schedule of Property

 

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.

 

 

Gross

 

 

 

 

 

Carrying

Accumulated

Depreciable

Method of

Federal

Property

Value

Depreciation

Life

Depreciation

Tax Basis

 

(in thousands)

 

 

(in thousands)

Lazy Hollow

 

 

 

 

 

Apartments

$ 9,629

$ 6,014

5-40 yrs

S/L

    $ 5,810

 

See “Item 8. Financial Statements and Supplementary Data - Note A” for a description of the Partnership’s capitalization and depreciation policies.

 

Schedule of Property Indebtedness

 

The following table sets forth certain information relating to the fixed rate loans encumbering the Partnership's property.

 

 

Principal

 

 

 

Principal

 

Balance At

 

 

 

Balance

 

December 31,

Interest

Period

Maturity

Due At

Property

2010

Rate (2)

Amortized

Date

Maturity (1)

 

(in thousands)

 

 

 

(in thousands)

Lazy Hollow Apartments

 

 

 

 

 

  1st mortgage

$ 7,599

 6.04%

30 yrs

7/2020

$ 6,412

  2nd mortgage

  6,297

 5.88%

30 yrs

7/2020

  5,292

 

$13,896

 

 

 

$11,704

 

(1)   See "Item 8. Financial Statements and Supplementary Data - Note B" for information with respect to the Partnership’s ability to prepay these fixed rate loans and other specific details about the loans.

 

(2)   Fixed rate.

 

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 year ended December 31, 2010 and are included in other assets on the consolidated balance sheet at December 31, 2010. Included in the capitalized loan costs is a refinance fee of approximately $56,000 which was paid to an affiliate of the General Partner during the year ended December 31, 2010.

 

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 $15,000, 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.

 

Rental Rates and Occupancy

 

Average annual rental rates and occupancy for 2010 and 2009 for the property were as follows:

 

 

Average Annual

Average

 

Rental Rates

Occupancy

 

(per unit)

 

Property

2010

2009

2010

2009

Lazy Hollow Apartments

$14,691

$14,598

97%

96%

 

The real estate industry is highly competitive. The property is subject to competition from other residential apartment complexes in the area.  The General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less.  No residential tenant leases 10% or more of the available rental space. The property is in good physical condition, subject to normal depreciation and deterioration as is typical for assets of this type and age.

 

Real Estate Taxes and Rate

 

Real estate taxes and rate in 2010 for the property are as follows:

 

 

2010

2010

 

Billing

Rate

 

(in thousands)

 

Property

 

 

Lazy Hollow Apartments (1)

$215

1.61%

 

(1)   Tax bill is for the fiscal year of the taxing authority which differs from that of the Partnership.

 

Capital Improvements

 

Lazy Hollow Apartments

 

During the year ended December 31, 2010, the Partnership completed approximately $119,000 of capital improvements at Lazy Hollow Apartments consisting primarily of water heater, 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 2011. 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 year ended December 31, 2010, the Partnership completed approximately $25,000 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.

 

Item 3.     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 were 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. During January 2011, the parties reached an agreement to settle the remaining “on-call claims” and the plaintiffs’ attorneys’ fees. The Partnership will not be required to pay any additional settlement amounts or plaintiffs’ attorneys’ fees as a result of this agreement. These settlements resolve the case in its entirety.

 


                                       PART II

 

Item 5.     Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

 

The Partnership, a publicly-held limited partnership sold 47,384 Limited Partnership Units during its offering period through September 30, 1988, and as of December 31, 2010, had 47,311 Limited Partnership Units outstanding held by 1,646 Limited Partners of record.  Affiliates of the General Partner owned 27,739 units or 58.63% at December 31, 2010. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

 

The Partnership distributed the following amounts during the years ended December 31, 2010 and 2009 (in thousands except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Year Ended

Partnership

Year Ended

Partnership

 

December 31, 2010

Unit

December 31, 2009

Unit

 

 

 

 

 

Sale(1)

      $ 2,276

  $ 47.64

      $    --

  $    --

Financing (2)

        6,205

   129.86

           --

       --

Operations (3)

          211

     4.40

          670

    14.01

 

      $ 8,692

  $181.90

      $   670

  $ 14.01

 

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

 

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

 

(3)  Includes an operating distribution of approximately $111,000 (approximately $110,000 to the limited partners or $2.32 per limited partnership unit) which was declared by the Partnership on December 31, 2010. This amount is included in distribution payable for the year ended December 31, 2010 and was paid to the partners in March 2011.

 

For 2010, approximately $41,000 of the distribution payable 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 certain majority owned sub-tier limited partnership to the Partnership, approximately $6,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2010 and 2009, respectively. In the fourth quarter, the general partner of the majority owned sub-tier limited partnership returned $57,000 of distributions previously received.

 

Future cash distributions will depend on the level of 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 required capital expenditures to permit any distributions to its partners during 2011 or subsequent periods. See “Item 2. Property – Capital Improvements” for information relating to anticipated capital expenditures at the property.

 

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 December 31, 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.


Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This item should be read in conjunction with "Item 8. Financial Statements and Supplementary Data" and other items contained elsewhere in this report.

 

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 of Operations

 

The Partnership’s net income for the years ended December 31, 2010 and 2009 was approximately $3,272,000 and $717,000, respectively. The consolidated statements of operations included in “Item 8. Financial Statements and Supplementary Data” 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 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 years ended December 31, 2010 and 2009 (in thousands):

 

 

Year Ended

 

December 31, 2010

December 31, 2009

 

Homestead

Homestead

 

Apartments

Apartments

 

 

 

Revenues

      $   590

      $ 1,534

Expenses

         (575)

       (1,422)

Loss on extinguishment of debt

         (968)

           --

(Loss) income from discontinued

 

 

  operations

      $  (953)

      $   112

 

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 $3,820,000 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 year ended December 31, 2010, as a result of the sale of Homestead Apartments, the Partnership recognized current tax expense of approximately $118,000, which is reflected as a reduction of gain on sale of discontinued operations. The corresponding liability is included in other liabilities on the consolidated balance sheet at December 31, 2010.

 

The Partnership’s income from continuing operations for the years ended December 31, 2010 and 2009 was approximately $405,000 and $605,000, respectively. The decrease in income from continuing operations 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 primarily due to an increase in rental income.  Other income remained relatively constant for the year ended December 31, 2010. Rental income increased primarily due to increases in occupancy and the average rental rate at Lazy Hollow Apartments, partially offset by an increase in bad debt expense.

 

Total expenses increased due to increases in operating and interest expenses, partially offset by decreases in general and administrative and depreciation expenses. Property tax expense remained relatively constant for the year ended December 31, 2010. Operating expense increased 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 year ended December 31, 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. Interest expense increased 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. Depreciation expense decreased 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 decreased due to a decrease in the Partnership management fee which is based on the Partnership’s net cash from operations, partially offset by costs incurred with the modification of the first mortgage at Lazy Hollow Apartments during 2010 and an increase in costs associated with the Partnership’s annual audit. Also included in general and administrative expenses for the years ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 2009.

 

Capital Resources and Liquidity

 

At December 31, 2010, the Partnership had cash and cash equivalents of approximately $289,000, compared to approximately $219,000 at December 31, 2009. Cash and cash equivalents increased approximately $70,000 from December 31, 2009 due to approximately $6,680,000 and $338,000 of cash provided by investing and operating activities, respectively, partially offset by approximately $6,948,000 of cash used in financing activities. Cash provided by investing activities consisted of net proceeds from the sale of Homestead Apartments, partially offset by property improvements and replacements. 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.

 

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 investment 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. 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 2011. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.  Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that 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, from 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 year ended December 31, 2010 and are included in other assets on the consolidated balance sheet included in “Item 8. Financial Statements and Supplementary Data”. Included in the capitalized loan costs is a refinance fee of approximately $56,000 which was paid to an affiliate of the General Partner during the year ended December 31, 2010.

 

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, from 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 $15,000, 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 $13,896,000 is amortized over 30 years with balloon payments of approximately $11,704,000 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 years ended December 31, 2010 and 2009 (in thousands except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Year Ended

Partnership

Year Ended

Partnership

 

December 31, 2010

Unit

December 31, 2009

Unit

 

 

 

 

 

Sale(1)

      $ 2,276

  $ 47.64

      $    --

  $    --

Financing (2)

        6,205

   129.86

           --

       --

Operations (3)

          211

     4.40

          670

    14.01

 

      $ 8,692

  $181.90

      $   670

  $ 14.01

 

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

 

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

 

(3)  Includes an operating distribution of approximately $111,000 (approximately $110,000 to the limited partners or $2.32 per limited partnership unit) which was declared by the Partnership on December 31, 2010. This amount is included in distribution payable for the year ended December 31, 2010 and was paid to the partners in March 2011.

 

For 2010, approximately $41,000 of the distribution payable 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 certain majority owned sub-tier limited partnership to the Partnership, approximately $6,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2010 and 2009, respectively. In the fourth quarter, the general partner of the majority owned sub-tier limited partnership returned $57,000 of distributions previously received.

 

Future cash distributions will depend on the level of 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 required capital expenditures to permit any distributions to its partners during 2011 or subsequent periods.

 

Critical Accounting Policies and Estimates

 

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data".  The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition.  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas.  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 8.     Financial Statements and Supplementary Data

 

ANGELES INCOME PROPERTIES, LTD. 6

 

LIST OF FINANCIAL STATEMENTS

 

 

            Report of Independent Registered Public Accounting Firm

 

            Consolidated Balance Sheets – December 31, 2010 and 2009

 

      Consolidated Statements of Operations - Years ended December 31, 2010 and 2009

 

Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, 2010 and 2009

 

      Consolidated Statements of Cash Flows - Years ended December 31, 2010 and 2009

 

            Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm

 

 

 

The Partners

Angeles Income Properties, Ltd. 6

 

 

We have audited the accompanying consolidated balance sheets of Angeles Income Properties, Ltd. 6 as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, 2010. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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. 6 at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

 

/s/ERNST & YOUNG LLP

 

 

Greenville, South Carolina

March 25, 2011


ANGELES INCOME PROPERTIES, LTD. 6

CONSOLIDATED BALANCE SHEETS

 (in thousands, except unit data)

 

 

 

December 31,

 

2010

2009

Assets

 

 

Cash and cash equivalents

$   289

$   219

Receivables and deposits

    176

    174

Other assets

    488

    336

Investment property (Notes B and E):

 

 

Land

    840

    840

Buildings and related personal property

  8,789

  8,670

 

  9,629

  9,510

Less accumulated depreciation

  (6,014)

  (5,723)

 

  3,615

  3,787

Assets held for sale (Notes A and G)

     --

  2,968

 

$ 4,568

$ 7,484

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    80

$    71

Tenant security deposit liabilities

     56

     58

Other liabilities

    261

    223

Distribution payable (Note H)

    152

     --

Due to affiliates (Note C)

     --

    270

Mortgage notes payable (Note B)

 13,896

  7,867

Liabilities related to assets held for sale (Notes A

 

 

  and G)

     --

  3,446

 

 14,445

 11,935

 

 

 

Partners' Deficit

 

 

General partner

    (194)

    (303)

Limited partners

  (9,683)

  (4,148)

 

  (9,877)

  (4,451)

 

$ 4,568

$ 7,484

 

See Accompanying Notes to Consolidated Financial Statements


                          ANGELES INCOME PROPERTIES, LTD. 6

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                        (in thousands, except per unit data)

 

 

 

 

 

December 31,

 

2010

2009

 

Revenues:

 

 

  Rental income

$ 2,500

$ 2,474

  Other income

    260

    252

Total revenues

  2,760

  2,726

 

 

 

Expenses:

 

 

  Operating

  1,016

    970

  General and administrative

    162

    183

  Depreciation

    292

    311

  Interest

    672

    491

  Property tax

    213

    202

Total expenses

  2,355

  2,157

 

 

 

Casualty gain (Note F)

     --

     36

Income from continuing operations

    405

    605

(Loss) income from discontinued operations (Notes A and G)

    (953)

    112

Gain on sale of discontinued operations (Note G)

  3,820

     --

Net income

$ 3,272

$   717

 

 

 

Net income allocated to general partner

$   105

$     7

Net income allocated to limited partners

  3,167

    710

 

$ 3,272

$   717

 

 

 

Per limited partnership unit:

 

 

  Income from continuing operations

$  8.46

$ 12.66

  (Loss) income from discontinued operations

  (19.01)

   2.35

Gain on sale of discontinued operations

  77.49

     --

Net income per limited partnership unit

$ 66.94

$ 15.01

 

 

 

Distributions per limited partnership unit

$181.90

$ 14.01

 

 

 

 

See Accompanying Notes to Consolidated Financial Statements


                        ANGELES INCOME PROPERTIES, LTD. 6

             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

                         (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, 2008

47,311

 $  (294)

 $(4,195)

 $(4,489)

 

 

 

 

 

Distribution to partners

    --

     (16)

    (663)

    (679)

 

 

 

 

 

Net income for the year

 

 

 

 

ended December 31, 2009

    --

      7

    710

     717

 

 

 

 

 

Partners' deficit at

 

 

 

 

December 31, 2009

47,311

    (303)

  (4,148)

  (4,451)

 

 

 

 

 

Distributions returned from (paid to)

 

 

 

 

  partners

    --

      4

  (8,702)

  (8,698)

 

 

 

 

 

Net income for the year

 

 

 

 

ended December 31, 2010

    --

    105

  3,167

   3,272

 

 

 

 

 

Partners’ deficit at

 

 

 

 

December 31, 2010

47,311

 $  (194)

 $(9,683)

 $(9,877)

 

See Accompanying Notes to Consolidated Financial Statements


                           ANGELES INCOME PROPERTIES, LTD. 6

                         CONSOLIDATED STATEMENTS OF CASH FLOWS

 (in thousands)

 

Years Ended

 

December 31,

 

2010

2009

Cash flows from operating activities:

 

 

Net income

$ 3,272

$   717

Adjustments to reconcile net income to net cash

 

 

provided by operating activities:

 

 

Depreciation

    351

    546

Amortization of loan costs

     28

     22

Casualty gain

     --

     (36)

Gain on sale of discontinued operations

  (3,820)

     --

Loss on extinguishment of debt

    968

     --

Change in accounts:

 

 

Receivables and deposits

      (2)

     (38)

Other assets

     12

      6

Accounts payable

     (37)

     46

Tenant security deposit liabilities

     (35)

      2

Accrued property taxes

     (21)

      1

Other liabilities

    (108)

    122

Due to affiliates

    (270)

     55

Net cash provided by operating activities

    338

  1,443

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (122)

    (340)

Proceeds from sale of discontinued operations

  6,802

     --

Insurance proceeds received

     --

     50

Net cash provided by (used in) investing activities

  6,680

    (290)

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

    (378)

    (508)

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

  (8,546)

    (679)

Net cash used in financing activities

  (6,948)

  (1,187)

 

 

 

Net increase (decrease) in cash and cash equivalents

     70

     (34)

 

 

 

Cash and cash equivalents at beginning of year

    219

    253

Cash and cash equivalents at end of year

$   289

$   219

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$   727

$   663

 

 

 

Supplemental disclosure of non-cash flow activity:

 

 

Property improvements and replacements in accounts payable

$    27

$     5

Distribution payable to partners

$   152

$    --

 

At December 31, 2008, approximately $4,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the year ended December 31, 2009.

 

See Accompanying Notes to Consolidated Financial Statements


                          ANGELES INCOME PROPERTIES, LTD. 6

 

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

                                  December 31, 2010

 

 

Note A - Organization and Summary of Significant Accounting Policies

 

Organization: Angeles Income Properties, Ltd. 6 (the "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to the Agreement of Limited Partnership dated June 29, 1984, as amended. The Partnership's general partner, Angeles Realty Corporation II, a California corporation (the "General Partner" or "ARC II") is a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2037, unless terminated prior to such date. As of December 31, 2010, the Partnership operates one residential property in Maryland.

 

Basis of Presentation:  The consolidated statements of operations for the year ended December 31, 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 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 years ended December 31, 2010 and 2009 (in thousands):

 

 

Year Ended

 

December 31, 2010

December 31, 2009

 

Homestead

Homestead

 

Apartments

Apartments

 

 

 

Revenues

      $   590

      $ 1,534

Expenses

         (575)

       (1,422)

Loss on extinguishment of debt

         (968)

           --

(Loss) income from discontinued

 

 

  operations

      $  (953)

      $   112

 

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

 

Subsequent Events:  The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

 

Principles of Consolidation: The consolidated financial statements of the Partnership include its 99% limited partnership interest in Lazy Hollow Partners, Ltd. (the "Lazy Hollow Partnership"). The Partnership may remove the general partner of Lazy Hollow Partnership; therefore, the Lazy Hollow Partnership is controlled and consolidated by the Partnership. All significant inter-partnership balances have been eliminated.

 

Allocations of Profits, Gains, Losses and Distributions to Partners: In accordance with the Partnership’s Agreement of Limited Partnership (the "Partnership 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 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; provided, that the gain shall first be allocated to Partners with negative account balances, in proportion to such balances, in an amount equal to the sum of such negative capital account balances.

 

The Partnership will allocate other profits and losses 1% to the General Partner and 99% to the Limited Partners.

 

Except as discussed below, the Partnership will allocate distributions 1% to the General Partner and 99% 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 unrecovered Capital Contributions (iii) Third, to the Partners until the Limited Partners have received distributions equal to their 6% (not compounded) Cumulative Distribution; (iv) Fourth, to the General Partner until it has received an amount equal to 3% of the aggregate Disposition Prices of all properties or investments sold (Initial Incentive Interest); (v) Fifth, to the Partners until the Limited Partners have received distributions equal to their 8% (not compounded) Cumulative Distribution, with certain limited partners receiving additional priority distributions ranging from 1.5% to 4.5% per annum (not compounded); and (vi) Sixth, thereafter, 86% to the Limited Partners in proportion to their interests and 14% (Final Incentive Interest) to the General Partner.

 

Investment Property: Investment property consists of one apartment complex stated at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership capitalizes costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level.  The Partnership capitalizes interest, property taxes and insurance during periods in which redevelopment and construction projects are in progress. The Partnership did not capitalize any costs related to interest, property taxes or insurance during the years ended December 31, 2010 and 2009. Capitalized costs are depreciated over the estimated useful life of the asset.  The Partnership charges to expense as incurred costs that do not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

 

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. No adjustments for impairment of value were necessary for the years ending December 31, 2010 and 2009.

 

Fair Value of Financial Instruments: Financial Accounting Standards Board Accounting Standards Codification (“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 December 31, 2010, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate approximated their carrying value.

 

Depreciation: Depreciation is calculated by the straight-line method over the estimated lives of the investment property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1/2 years and (2) personal property additions over 5 years.

 

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $259,000 and $137,000 at December 31, 2010 and 2009, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

 

Tenant Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits. Deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on rental payments.

 

Deferred Costs: At December 31, 2010 and 2009, loan costs of approximately $464,000 and $274,000, respectively, less accumulated amortization of approximately $117,000 and $91,000 for the years ended December 31, 2010 and 2009, respectively, are included in other assets. Loan costs of approximately $161,000, less accumulated amortization of approximately $67,000 are included in assets held for sale at December 31, 2009. The loan costs are amortized over the terms of the related loan agreements. Amortization expense was approximately $28,000 and $22,000 for the years ended December 31, 2010 and 2009, respectively, and is included in interest expense and (loss) income from discontinued operations. Amortization expense is expected to be approximately $37,000 for each of the years 2011 through 2015.

 

Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.

 

Advertising: The Partnership expenses the cost of advertising as incurred. Advertising costs of approximately $60,000 and $87,000 for the years ended December 31, 2010 and 2009, respectively, were charged to operating expenses and (loss) income from discontinued operations.

 

Leases:  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. 

 

Segment Reporting: ASC Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.

 

Note B - Mortgage Notes Payable

 

The terms of mortgage notes payable are as follows:

 

 

Principal

Monthly

 

 

Principal

 

Balance At

Payment

Stated

 

Balance

 

December 31,

Including

Interest

Maturity

Due At

Property

2010

2009

Interest

Rate (1)

Date

Maturity

 

(in thousands)

(in thousands)

 

 

(in thousands)

Lazy Hollow

 

 

 

 

 

 

  Apartments

 

 

 

 

 

 

  1st mortgage

$ 7,599

$ 7,867

$ 46

6.04%

07/2020

 $ 6,412

  2nd mortgage

  6,297

     --

  37

5.88%

07/2020

   5,292

 

$13,896

$ 7,867

$ 83

 

 

 $11,704

 

(1)  Fixed rate mortgages.

 

The mortgage notes payable are fixed rate mortgages that are non-recourse and are secured by a pledge of the Partnership’s rental property and by a pledge of revenues from the respective rental property. The mortgage notes payable include a prepayment penalty if repaid prior to maturity. Further, the property may not be sold subject to existing indebtedness.

 

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 year ended December 31, 2010 and are included in other assets on the consolidated balance sheet at December 31, 2010. Included in the capitalized loan costs is a refinance fee of approximately $56,000 which was paid to an affiliate of the General Partner during the year ended December 31, 2010.

 

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 $15,000, 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.

 

Scheduled principal payments of the mortgage notes payable subsequent to December 31, 2010 are as follows (in thousands):

 

2011

$   177

2012

    188

2013

    199

2014

    212

2015

    224

Thereafter

 12,896

 

$13,896

 

Note C - 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 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 $166,000 and $207,000 for the years ended December 31, 2010 and 2009, respectively, which is included in operating expenses and (loss) income from discontinued operations.

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $54,000 and $81,000 for the years ended December 31, 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 years ended December 31, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $3,000 and $25,000, respectively.

 

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 year December 31, 2010 related to the sale of Homestead Apartments as the limited partners have not received their preferred return as of December 31, 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 years ended December 31, 2010 and 2009, the amount accrued for the allowable fee was zero and approximately $55,000, respectively. The total amount due at December 31, 2009 was approximately $270,000 and was included in due to affiliates on the 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 year ended December 31, 2010 with distributable net proceeds from the sale of Homestead Apartments.

 

In accordance with the Partnership Agreement, during the year ended December 31, 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 year ended December 31, 2009. There were no such advances or interest expense during the year ended December 31, 2010. Total advances and interest of approximately $71,000 were repaid during the year ended December 31, 2009. There were no advances or accrued interest owed to affiliates at December 31, 2010 or 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 years ended December 31, 2010 and 2009, the Partnership was charged by AIMCO and its affiliates approximately $44,000 and $47,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

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 December 31, 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.

 

Note D - Income Taxes

 

The Partnership is classified as a partnership for Federal income tax purposes.  Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership.  Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

 

The following is a reconciliation of reported net income and Federal taxable income (in thousands, except per unit data):

 

 

2010

2009

 

 

 

Net income as reported

  $ 3,272

  $   717

Add (deduct):

 

 

Depreciation differences

     (113)

      (95)

Gain on sale

     (936)

       --

Other

     (114)

       36

Federal taxable income

  $ 2,109

  $   658

 

 

 

Federal taxable income per

 

 

limited partnership unit

  $ 42.23

  $ 13.77

 

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands):

 

 

2010

2009

Net liabilities as reported

$(9,877)

$(4,451)

Land and buildings

  3,949

  5,505

Accumulated depreciation

 (1,754)

 (2,254)

Syndication

  6,802

  6,802

Other

    145

    143

Net assets - tax basis

$  (735)

$ 5,745

 

Note E - Investment Property and Accumulated Depreciation

 

 

 

 

 

 

 

 

Initial Cost

 

 

 

To Partnership

 

 

 

(in thousands)

 

 

 

 

Buildings

 

 

 

 

and Related

Net Cost Removed

 

 

 

Personal

Subsequent to

Description

Encumbrances

Land

Property

Acquisition

 

(in thousands)

 

 

(in thousands)

Lazy Hollow Apartments

$13,896

$   998

$ 8,988

 $  (357)

 

 

Gross Amount At Which Carried

 

 

 

 

At December 31, 2010

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

 

 

 

 

And Related

 

 

 

 

 

 

Personal

 

Accumulated

Date

Depreciable

Description

Land

Property

Total

Depreciation

Acquired

Life-Years

 

 

 

 

(in thousands)

 

 

Lazy Hollow

 Apartments

 

$ 840

 

$ 8,789

 

$ 9,629

 

$ 6,014

 

07/01/89

 

5-40

 

Reconciliation of "Investment Property and Accumulated Depreciation":

 

 

Years Ended December 31,

 

2010

2009

 

(in thousands)

Investment Property

 

 

Balance at beginning of year

$ 9,510

$16,118

Property improvements and replacements

    144

    341

Assets held for sale

     (25)

  (6,921)

Property dispositions

     --

     (28)

Balance at end of year

$ 9,629

$ 9,510

 

 

 

Accumulated Depreciation

 

 

Balance at beginning of year

$ 5,723

$ 9,238

Additions charged to expense

    351

    546

Assets held for sale

     (60)

  (4,047)

Property dispositions

     --

     (14)

Balance at end of year

$ 6,014

$ 5,723

 

The aggregate cost of the real estate for Federal income tax purposes at December 31, 2010 and 2009, is approximately $13,578,000 and $21,936,000, respectively.  The accumulated depreciation taken for Federal income tax purposes at December 31, 2010 and 2009, is approximately $7,768,000 and $12,024,000, respectively.

 

Note F – 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 2009.

 

Note G – 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 $3,820,000 during the year ended December 31, 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 year ended December 31, 2010, as a result of the sale of Homestead Apartments, the Partnership recognized current tax expense of approximately $118,000, which is reflected as a reduction of gain on sale of discontinued operations. The corresponding liability is included in other liabilities on the consolidated balance sheet at December 31, 2010.

 

Note H – Distributions

 

The Partnership distributed the following amounts during the years ended December 31, 2010 and 2009 (in thousands, except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Year Ended

Partnership

Year Ended

Partnership

 

December 31, 2010

Unit

December 31, 2009

Unit

 

 

 

 

 

Sale(1)

      $ 2,276

  $ 47.64

      $    --

  $    --

Financing (2)

        6,205

   129.86

           --

       --

Operations (3)

          211

     4.40

          670

    14.01

 

      $ 8,692

  $181.90

      $   670

  $ 14.01

 

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

 

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

 

(3)  Includes an operating distribution of approximately $111,000 (approximately $110,000 to the limited partners or $2.32 per limited partnership unit) which was declared by the Partnership on December 31, 2010. This amount is included in distribution payable for the year ended December 31, 2010 and was paid to the partners in March 2011.

 

For 2010, approximately $41,000 of the distribution payable 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 certain majority owned sub-tier limited partnership to the Partnership, approximately $6,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2010 and 2009, respectively. In the fourth quarter, the general partner of the majority owned sub-tier limited partnership returned $57,000 of distributions previously received.

 

Note I - 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 were 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.  During January 2011, the parties reached an agreement to settle the remaining “on-call claims” and the plaintiffs’ attorneys’ fees. The Partnership will not be required to pay any additional settlement amounts or plaintiffs’ attorneys’ fees as a result of this agreement. These settlements resolve the case in its entirety.

 

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 potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials 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 improper management of these materials 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 these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials 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 responsible for environmental liabilities or costs associated with its property. 

 


ITEM 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.    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. 

 

Management’s Report on Internal Control Over Financial Reporting

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2010.  In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2010, the Partnership’s internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

 

(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 fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

Item 9B.    Other Information

 

None.


PART III

 

Item 10.    Directors, Executive Officers and Corporate Governance

 

Angeles Income Properties, Ltd. 6 (the "Partnership" or the "Registrant") has no officers or directors. Angeles Realty Corporation II ("ARC II" or the "General Partner"), manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

 

The names and ages of, as well as the positions and offices held by, the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any officers or directors.

 

Name

Age

Position

 

 

 

Steven D. Cordes

39

Director and Senior Vice President

John Bezzant

48

Director and Executive Vice President

Ernest M. Freedman

40

Executive Vice President and Chief Financial Officer

Lisa R. Cohn

42

Executive Vice President, General Counsel and Secretary

Paul Beldin

37

Senior Vice President and Chief Accounting Officer

Stephen B. Waters

49

Senior Director of Partnership Accounting

 

Steven D. Cordes was appointed as a Director of the General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the General Partner and AIMCO since May 2007.  Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity.  Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

 

John Bezzant was appointed as a Director of the General Partner effective December 16, 2009.  Mr. Bezzant was appointed Executive Vice President of the General Partner and AIMCO in January 2011 and prior to that time was a Senior Vice President of the General Partner and AIMCO since joining AIMCO in June 2006.  Prior to joining AIMCO, Mr. Bezzant spent over 20 years with Prologis, Inc. and Catellus Development Corporation in a variety of executive positions, including those with responsibility for transactions, fund management, asset management, leasing and operations.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

 

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the General Partner and AIMCO in November 2009.   Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

 

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

 

Paul Beldin joined AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO and the General Partner since that time.  Prior to joining AIMCO, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

 

Stephen B. Waters was appointed Senior Director of Partnership Accounting of AIMCO and the General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the General Partner.  Mr. Waters joined AIMCO as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the General Partner and AIMCO in April 2004.  Prior to joining AIMCO, Mr. Waters was a senior manager at Ernst & Young LLP.

 

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

 

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

 

The board of directors of the General Partner does not have a separate audit committee. As such, the board of directors of the General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

 

The directors and officers of the General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.

 


Item 11.    Executive Compensation

 

Neither the directors nor officers received any remuneration from the General Partner during the year ended December 31, 2010.

 

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Except as noted below, no person or entity was known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Units of the Partnership as of December 31, 2010.

 

Entity

Number of Units

Percentage

 

 

 

AIMCO Properties, L.P.

22,277

47.09%

  (an affiliate of AIMCO)

 

 

Cooper River Properties, LLC

 3,506

 7.41%

  (an affiliate of AIMCO)

 

 

AIMCO IPLP, L.P.

 1,956

 4.13%

  (an affiliate of AIMCO)

 

 

 

Cooper River Properties, LLC and AIMCO IPLP, L.P. are indirectly ultimately owned by AIMCO.  Their business address is 55 Beattie Place, Greenville, SC 29601.

 

AIMCO Properties, LP is indirectly ultimately controlled by AIMCO.  Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

 

No director or officer of the General Partner owns any units.  The General Partner owns 100 Units as required by the terms of the partnership agreement governing the Partnership.

 

The Partnership knows of no contractual arrangements, the operation of 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 Partnership Agreement, which provides 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 Partnership 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 the balance of the general partner's capital account and 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 Partnership Agreement.

 

Item 13.    Certain Relationships and Related Transactions, and Director Independence

 

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 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 $166,000 and $207,000 for the years ended December 31, 2010 and 2009, respectively, which is included in operating expenses and (loss) income from discontinued operations.

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $54,000 and $81,000 for the years ended December 31, 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 years ended December 31, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $3,000 and $25,000, respectively.

 

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 year December 31, 2010 related to the sale of Homestead Apartments as the limited partners have not received their preferred return as of December 31, 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 years ended December 31, 2010 and 2009, the amount accrued for the allowable fee was zero and approximately $55,000, respectively. The total amount due at December 31, 2009 was approximately $270,000 and was included in due to affiliates on the 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 year ended December 31, 2010 with distributable net proceeds from the sale of Homestead Apartments.

 

In accordance with the Partnership Agreement, during the year ended December 31, 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 year ended December 31, 2009. There were no such advances or interest expense during the year ended December 31, 2010. Total advances and interest of approximately $71,000 were repaid during the year ended December 31, 2009. There were no advances or accrued interest owed to affiliates at December 31, 2010 or 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 years ended December 31, 2010 and 2009, the Partnership was charged by AIMCO and its affiliates approximately $44,000 and $47,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

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 December 31, 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.

 

Neither of the General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.

 

Item 14.    Principal Accounting Fees and Services

 

The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the consolidated financial statements of the Partnership for 2011.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2010 and 2009 are described below.

 

Audit Fees.  Fees for audit services totaled approximately $51,000 and $44,000 for 2010 and 2009, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

 

Tax Fees.  Fees for tax services totaled approximately $17,000 and $13,000 for 2010 and 2009, respectively.


PART IV

 

 

Item 15.    Exhibits, Financial Statement Schedules

 

(a)   The following consolidated financial statements of the Partnership are included in Item 8:

 

Consolidated Balance Sheets at December 31, 2010 and 2009.

 

Consolidated Statements of Operations for the years ended December 31, 2010 and 2009.

 

Consolidated Statements of Changes in Partners' Deficit for the years ended December 31, 2010 and 2009.

 

Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009.

 

Notes to Consolidated Financial Statements.

 

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

 

b)    Exhibits:

 

See Exhibit index.

 

The agreements included as exhibits to this Form 10-K 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-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K 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 Section 13 or 15(d) 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

 

 

 

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership

      Accounting

 

 

 

Date: March 25, 2011

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/Steven D. Cordes

Director and Senior

Date: March 25, 2011

Steven D. Cordes

Vice President

 

 

 

 

/s/John Bezzant

Director and Executive

Date: March 25, 2011

John Bezzant

Vice President

 

 

 

 

/s/Stephen B. Waters

Senior Director of Partnership

Date: March 25, 2011

Stephen B. Waters

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.