FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-10304
ANGELES PARTNERS X
(Exact name of small business issuer as specified in its charter)
California 95-3557899
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS X
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1995
<S> <C> <C>
Assets
Cash:
Unrestricted $ 278,268
Restricted--tenant security deposits 73,359
Accounts receivable 27,670
Escrows for taxes and insurance 397,931
Restricted escrows 267,898
Other assets 546,602
Investment properties:
Land $ 1,386,074
Buildings and related personal
property 18,041,626
19,427,700
Less accumulated depreciation (10,791,209) 8,636,491
$10,228,219
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 227,530
Tenant security deposits 74,190
Accrued taxes 230,094
Due to affiliate 373,161
Other liabilities 704,069
Mortgage notes payable 18,491,665
Partners' Deficit
General partner $ (264,712)
Limited partners (18,645 units
issued and outstanding) (9,607,778) (9,872,490)
$10,228,219
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
b) ANGELES PARTNERS X
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,089,576 $1,073,280 $3,163,018 $3,120,868
Other income 63,771 48,777 172,066 181,709
Tax refunds -- -- -- 65,210
Total revenue 1,153,347 1,122,057 3,335,084 3,367,787
Expenses:
Operating 393,802 277,885 994,445 846,151
General and administrative 41,054 51,877 131,668 185,409
Property management fees 55,914 54,603 164,096 162,524
Maintenance 179,576 99,609 394,146 387,507
Depreciation 228,006 202,536 658,891 610,967
Interest 483,283 466,127 1,441,883 1,390,227
Property taxes 93,373 98,188 291,070 315,978
Loss on disposal of
property -- 25,181 -- 25,181
Total expenses 1,475,008 1,276,006 4,076,199 3,923,944
Net loss $ (321,661) $ (153,949) $ (741,115) $ (556,157)
Net loss allocated to general
partners (1%) $ (3,217) $ (1,540) $ (7,411) $ (5,562)
Net loss allocated to limited
partners (99%) (318,444) (152,409) (733,704) (550,595)
$ (321,661) $ (153,949) $ (741,115) $ (556,157)
Net loss per limited
partnership unit $ (17.08) $ (8.14) $ (39.35) $ (29.42)
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
c) ANGELES PARTNERS X
STATEMENT OF CHANGES IN PARTNERS' DEFICIT - September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 18,714 $ 1,000 $18,714,000 $18,715,000
Partners' deficit at
December 31, 1994 18,645 $(257,301) $(8,874,074) $(9,131,375)
Net loss for the nine months
ended September 30, 1995 -- (7,411) (733,704) (741,115)
Partners' deficit at
September 30, 1995 18,645 $(264,712) $(9,607,778) $(9,872,490)
</TABLE>
[FN]
See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS X
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (741,115) $ (556,157)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 658,891 610,967
Amortization of discounts and loan costs 72,380 67,088
Loss on disposal of property -- 25,181
Change in accounts:
Restricted cash (8,428) (5,475)
Accounts receivable (20,929) (1,942)
Escrows for taxes and insurance (52,740) (10,864)
Other assets (35,184) (29,384)
Accounts payable 99,149 10,128
Tenant security deposit liabilities 7,188 231
Accrued taxes 21,326 17,041
Due to affiliates 82,550 111,808
Other liabilities 314,447 (6,287)
Net cash provided by operating activities 397,535 232,335
Cash flows from investing activities:
Property improvements and replacements (417,601) (418,758)
Deposits to restricted escrows (82,154) (62,176)
Receipts from restricted escrows 118,848 400,904
Net cash used in investing activities (380,907) (80,030)
Cash flows from financing activities:
Loan costs -- (56,502)
Payments on mortgage notes payable (121,926) (89,224)
Net cash used in financing activities (121,926) (145,726)
Net increase (decrease) in cash (105,298) 6,579
Cash at beginning of period 383,566 411,550
Cash at end of period $ 278,268 $ 418,129
Supplemental disclosure of cash flow information:
Cash paid for interest $1,058,002 $1,300,377
</TABLE>
[FN]
See Accompanying Notes to Financial Statements
e) ANGELES PARTNERS X LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the General Partner, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1995, are not necessarily indicative of the results that may
be expected for the fiscal year ending December 31, 1995. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1994.
Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and
its affiliates for the management and administration of all partnership
activities. The Partnership Agreement provides for payments to affiliates for
services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. The following expenses were paid or accrued to the
General Partner and affiliates for the nine months ended September 30, 1995 and
1994:
1995 1994
Property management fees $164,096 $162,524
Marketing services 2,348 --
Reimbursement for services of
affiliates including $373,161
$262,849 accrued at September
1995 and 1994, respectively 87,529 111,808
The Partnership insures its properties under a master policy through an
agency and insurer unaffiliated with the General Partner. An affiliate of the
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note B - Transactions with Affiliated Parties (continued)
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
has provided unsecured loans totalling $3,163,184 at September 30, 1995.
Interest expense for these loans was $294,957 and $284,612 for the nine months
ended September 30, 1995 and 1994, respectively. Two of these loans totaling
$2,500,000 were previously secured by two investment properties; however, the
second mortgages were released in 1992 as part of the terms and conditions for
refinancing the first mortgages. Multifamily riders were executed between the
Partnership and the first mortgage holders for Carriage APX and Vista APX,
stating that any subordinated debt must be non-foreclosable and maturity dates
not less than 2 years beyond the maturity of the refinanced first mortgages; the
agreement also provided for interest to be paid based on available cash flow.
In September 1995, an agreement to the modification of the AMIT notes payable
was signed. The agreement modifies the notes such that they are in compliance
with the aforementioned riders. The Partnership is recording interest at the
stated rates of the loan documents (12% for Carriage APX and 12.5% for Vista
APX). The maturity dates are September 1, 2002 and September 1, 2000 for Vista
APX and Carriage APX respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. These Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
MAE GP may choose to vote these shares as it deems appropriate in the future.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B Shares. This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Note B - Transactions with Affiliated Parties (continued)
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital loan previously provided to the Partnership by Angeles Capital
Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), an affiliate of
the General Partner, was, until April 14, 1995, the 1% general partner of AAP.
On April 14, 1995, as part of a settlement of claims between affiliates of the
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
This working capital loan funded the Partnership's operating deficits in
prior years. Total indebtedness, which is included as a note payable, was
$651,327 at September 30, 1995, and September 30, 1994, with monthly interest
only payments at prime plus 2%. Principal is to be paid the earlier of i) the
availability of funds, ii) the sale of one or more properties owned by the
Partnership, or iii) November 25, 1997. Total interest expense for this loan
was $45,879 and $35,432 for the nine months ended September 30, 1995 and 1994,
respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of four apartment complexes.
The following table sets forth the average occupancy of the properties for the
nine month periods ended September 30, 1995, and September 30, 1994:
Average
Occupancy
Property 1995 1994
Cardinal Woods
Cary, North Carolina 96% 96%
Greentree
Mobile, Alabama 97% 98%
Carriage Hills
East Lansing, Michigan 96% 95%
Vista Hills
El Paso, Texas 84% 90%
Occupancy at Vista Hills declined in 1995 due to military and civilian job
transfers as well as an increase in the unemployment rate in the El Paso, Texas
market. As a result of this market change, the property is offering tenant
concessions to increase occupancy.
The Partnership realized net losses for the three and nine month periods
ended September 30, 1995, of $321,661 and $741,115, respectively, versus net
losses of $153,949 and $556,157 for the three and nine month periods ended
September 30, 1994, respectively. The increase in net loss for the nine month
period ended September 30, 1995, as compared to the corresponding period in
1994, is primarily attributable to the tax refund plus interest earned thereon
received in the second quarter of 1994. The increase in net loss is also
attributable to decreases in other income as a result of lower deposit
forfeitures partially offset by increased lease cancellation fees. In the third
quarter, Greentree received a refund of $14,562 as a result of a renegotiated
laundry contract.
Operating expenses have increased for the three and nine month periods ended
September 30, 1995, as compared to the three and nine month periods ended
September 30, 1994, due to the payment and accrual of a transfer fee to
Peregrine Mortgage Company by Vista Hills and Carriage Hills in the third
quarter of 1995. General and administrative expenses have decreased for the
three and nine month periods ended September 30, 1995, as compared to the three
and nine month periods ended September 30, 1994, due to decreased reimbursements
for partnership administration and decreased professional fees. Maintenance
expenses have increased for the three and nine month periods ended September 30,
1995, as compared to the three and nine month periods ended September 30, 1994,
due to exterior building repairs at both Carriage Hills and Greentree. At
September 30, 1995, Greentree had pool repairs, repairs to gutters and exterior
painting expenses. Carriage Hills experienced increased roof repairs due to
wind damage. These repairs were partially offset by insurance proceeds received
during the second quarter of 1995.
At September 30, 1995, the Partnership had unrestricted cash of $278,268
compared to $418,129 at September 30, 1994. Net cash provided by operating
activities increased primarily as a result of an increase in other liabilities.
Net cash used in investing activities increased as a result of decreased
receipts from restricted escrows. Net cash used in financing activities
decreased due to loan costs incurred in 1994 due to the Cardinal Woods and
Greentree refinancings.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and the availability of cash reserves.
As part of the ongoing business plan of the Partnership, the General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses. As part of this plan, the General Partner attempts to protect the
Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the General Partner will be able to sustain such a plan.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Registrant is unaware of any pending or outstanding litigation that is
not of a routine nature. The General Partner of the Registrant believes that
all such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS X LIMITED PARTNERSHIP
By: Angeles Realty Corporation
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: November 13, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X Limited Partnership 1995 Third Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB.
</LEGEND>
<CIK> 0000317900
<NAME> ANGELES PARTNERS X LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 278,268
<SECURITIES> 0
<RECEIVABLES> 27,670
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,427,700
<DEPRECIATION> (10,791,209)
<TOTAL-ASSETS> 10,228,219
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,491,665
<COMMON> 0
0
0
<OTHER-SE> (9,9,872,490)
<TOTAL-LIABILITY-AND-EQUITY> 10,228,219
<SALES> 0
<TOTAL-REVENUES> 3,335,084
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (4,076,199)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,441,883
<INCOME-PRETAX> (741,115)
<INCOME-TAX> 0
<INCOME-CONTINUING> (741,115)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (741,115)
<EPS-PRIMARY> 39.35
<EPS-DILUTED> 0
<FN>
<F1>
The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
