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 June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT
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
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS X
BALANCE SHEET
(Unaudited)
June 30, 1995
<TABLE>
<S> <C> <C>
Assets
Cash:
Unrestricted $ 402,201
Restricted--tenant security deposits 67,417
Accounts receivable 3,179
Escrows for taxes and insurance 330,067
Restricted escrows 289,845
Other assets 555,361
Investment properties:
Land $ 1,386,074
Buildings and related personal
property 17,849,684
19,235,758
Less accumulated depreciation (10,569,581) 8,666,177
$10,314,247
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 123,703
Tenant security deposits 70,954
Accrued taxes 164,775
Due to affiliate 350,276
Other liabilities 609,387
Mortgage notes payable 18,546,385
Partners' Deficit
General partner $ (261,900)
Limited partners (18,645 units
issued and outstanding) (9,289,333) (9,551,233)
$10,314,247
</TABLE>
See Accompanying Notes to Financial Statements
1
<PAGE>
b) ANGELES PARTNERS X
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income $1,055,939 $1,035,789 $2,073,442 $ 2,047,588
Other income 58,965 60,617 108,295 132,932
Tax refunds -- 65,210 -- 65,210
Total revenue 1,114,904 1,161,616 2,181,737 2,245,730
Expenses:
Operating 326,020 315,660 600,643 568,266
General and
administrative 44,638 70,045 90,614 133,532
Property management fees 54,376 53,886 108,182 107,921
Maintenance 118,310 146,643 214,570 287,898
Depreciation 216,431 205,022 430,885 408,431
Interest 480,988 457,513 958,600 924,100
Property taxes 97,645 110,656 197,697 217,790
Total expenses 1,338,408 1,359,425 2,601,191 2,647,938
Net loss $ (223,504) $ (197,809) $ (419,454) $ (402,208)
Net loss allocated to general
partners (1%) $ (2,235) $ (1,978) $ (4,195) $ (4,022)
Net loss allocated to limited
partners (99%) (221,269) (195,831) (415,259) (398,186)
$ (223,504) $ (197,809) $ (419,454) $ (402,208)
Net loss per limited
partnership unit $ (11.87) $ (10.46) $ (22.27) $ (21.28)
</TABLE>
See Accompanying Notes to Financial Statements
2
<PAGE>
c) ANGELES PARTNERS X
STATEMENT OF CHANGES IN PARTNERS' DEFICIT - June 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)
Distributions (Note C) -- (404) -- (404)
Net loss for the six months
ended June 30, 1995 -- (4,195) (415,259) (419,454)
Partners' deficit at
June 30, 1995 18,645 $(261,900) $(9,289,333) $(9,551,233)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE>
d) ANGELES PARTNERS X
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $(419,454) $ (402,208)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 430,885 408,431
Amortization of discounts and loan costs 48,207 44,681
Change in accounts:
Restricted cash (2,486) (11,688)
Accounts receivable 3,562 (1,117)
Escrows for taxes and insurance 15,124 76,335
Other assets (23,812) (20,708)
Accounts payable (4,678) (18,864)
Tenant security deposit liabilities 3,952 263
Accrued taxes (43,993) (49,157)
Due to affiliates 59,665 82,386
Other liabilities 219,765 8,584
Net cash provided by
operating activities 286,737 116,938
Cash flows from investing activities:
Property improvements and replacements (218,302) (190,070)
Deposits to restricted escrows (62,947) (35,504)
Receipts from restricted escrows 77,694 199,822
Net cash used in
investing activities (203,555) (25,752)
</TABLE>
See Accompanying Notes to Financial Statements
4
<PAGE>
ANGELES PARTNERS X
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994
<S> <C> <C>
Cash flows from financing activities:
Distributions to partners $ (404) $ (1,571)
Payments on mortgage notes payable (64,143) (58,759)
Net cash used in financing activities (64,547) (60,330)
Net increase (decrease) in cash 18,635 30,856
Cash at beginning of period 383,566 411,550
Cash at end of period $402,201 $ 442,406
Supplemental disclosure of cash
flow information:
Cash paid for interest $706,680 $ 869,338
</TABLE>
See Accompanying Notes to Financial Statements
5
<PAGE>
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 three and six month periods ended
June 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
payments were made to the General Partner and affiliates for the six
months ended June 30, 1995 and 1994:
1995 1994
Property management fees $108,182 $107,921
Marketing services 476 0
Reimbursement for services of
affiliates including $350,276 and
$233,427 accrued at June 30, 1995
and 1994, respectively 61,901 82,386
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.
6
<PAGE>
Note B - Transactions with Affiliated Parties (continued)
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment
trust, has provided unsecured loans totalling $3,187,840 at June 30,
1995. Interest expense for these loans was $197,100 and $186,141 for
the six months ended June 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. The General Partner and AMIT are currently negotiating AMIT's
compliance with the aforementioned riders for its debt. The Partnership
is recording interest at the stated rates of the loan documents (12.0%
for Carriage AP X and 12.5% for Vista APX), until AMIT and the General
Partner reach an accord on this issue.
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 33% 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. However, 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.
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.
7
<PAGE>
Note B - Transactions with Affiliated Parties (continued)
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 June 30, 1995, and June 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 $30,705 and $22,751 for the six
months ended June 30, 1995 and 1994, respectively.
Note C - Distributions
Distributions of $40,404 and $157,121 were made for the six months
ended June 30, 1995 and 1994, respectively, by Cardinal Woods
Apartments, Ltd., the lower tier partnership. Of these distributions,
Angeles Partners X, the Limited Partner, received $40,000 and $155,550,
respectively, or 99% of the distributions. Angeles Realty Corporation,
the general partner of Cardinal Woods, Ltd., received $404 and $1,571,
respectively, or 1% of the distributions.
8
<PAGE>
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 quarters ended June 30, 1995, and June 30, 1994:
Average
Occupancy
Property 1995 1994
Cardinal Woods
Cary, North Carolina 97% 95%
Greentree
Mobile, Alabama 98% 98%
Carriage Hills
East Lansing, Michigan 95% 95%
Vista Hills
El Paso, Texas 80% 90%
Occupancy at Vista Hills dropped 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 occupancy rate
for Vista Hills at June 30, 1995, was 88%.
The Partnership realized a net loss for the three and six month
periods ended June 30, 1995, of $223,504 and $419,454, respectively,
versus a net loss of $197,809 and $402,208 for the three and six month
periods ended June 30, 1994, respectively. 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. The increase in net loss for the three and six month periods
ended June 30, 1995, as compared to the corresponding periods in 1994,
is primarily attributable to the tax refund plus interest earned thereon
received in the second quarter of 1994. General and administrative
expenses have decreased for the three and six month periods ended June
30, 1995, as compared to the three and six month periods ended June 30,
1994, due to decreased reimbursements for partnership administration and
decreased professional fees.
At June 30, 1995, the Partnership had unrestricted cash of $402,201
compared to $442,406 at June 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 increased property improvements and replacements at Cardinal
Woods and decreased receipts from restricted escrows. Net cash used in
financing activities increased slightly due to an increase in principal
payments paid on long term debt.
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.
9
<PAGE>
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.
10
<PAGE>
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
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1995.
11
<PAGE>
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:
Carroll D. Vinson
President
By:
Robert D. Long, Jr.
Controller and Principal
Accounting Officer
Date: August 10, 1995
12
<PAGE>
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: August 10, 1995
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Partners X Limited Partnership's 1995 second quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB filing
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<CASH> 402,201
<SECURITIES> 0
<RECEIVABLES> 3,179
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,092,709
<PP&E> 19,235,758
<DEPRECIATION> (10,569,581)
<TOTAL-ASSETS> 10,314,247
<CURRENT-LIABILITIES> 709,708
<BONDS> 18,546,385
<COMMON> 0
0
0
<OTHER-SE> (9,551,233)
<TOTAL-LIABILITY-AND-EQUITY> 10,314,247
<SALES> 0
<TOTAL-REVENUES> 2,181,737
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (2,601,191)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 958,600
<INCOME-PRETAX> (419,454)
<INCOME-TAX> 0
<INCOME-CONTINUING> (419,454)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (419,454)
<EPS-PRIMARY> 22.27
<EPS-DILUTED> 0
</TABLE>
