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
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] 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, 7 Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 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
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 420
Restricted--tenant security deposits 60
Accounts receivable 19
Escrows for taxes and insurance 331
Restricted escrows 216
Other assets 486
Investment properties:
Land $ 1,386
Buildings and related personal property 18,437
19,823
Less accumulated depreciation (11,675) 8,148
$ 9,680
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 96
Tenant security deposits 60
Accrued taxes 203
Due to affiliate 498
Other liabilities 651
Mortgage notes payable 18,822
Partners' Deficit
General partners' $ (273)
Limited partners' (18,645 units
issued and outstanding) (10,377) (10,650)
$ 9,680
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,136 $ 1,090 $ 3,267 $ 3,163
Other income 41 64 167 172
Total revenues 1,177 1,154 3,434 3,335
Expenses:
Operating 387 449 1,126 1,158
General and adminstrative 50 41 151 132
Maintenance 205 180 400 394
Depreciation 233 228 681 659
Interest 461 484 1,400 1,442
Property taxes 88 94 285 291
Total expenses 1,424 1,476 4,043 4,076
Net loss $ (247) $ (322) $ (609) $ (741)
Net loss allocated
to general partners (1%) $ (2) $ (3) $ (6) $ (7)
Net loss allocated
to limited partners (99%) (245) (319) (603) (734)
Net loss $ (247) $ (322) $ (609) $ (741)
Net loss per limited
partnership unit $ (13.14) $ (17.09) $ (32.34) $ (39.35)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c) ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 18,714 $ 1 $ 18,714 $ 18,715
Partners' deficit at
December 31, 1995 18,645 $ (267) $ (9,774) $(10,041)
Net loss for the nine months
ended September 30, 1996 -- (6) (603) (609)
Partners' deficit at
September 30, 1996 18,645 $ (273) $ (10,377) $ (10,650)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net loss $ (609) $ (741)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 681 659
Amortization of discounts and loan costs 74 72
Change in accounts:
Restricted cash 9 (8)
Accounts receivable -- (21)
Escrows for taxes and insurance 86 (53)
Other assets (48) (35)
Accounts payable 24 99
Tenant security deposit liabilities (10) 7
Accrued taxes 9 21
Due to affiliates 97 83
Other liabilities 234 315
Net cash provided by operating activities 547 398
Cash flows from investing activities:
Property improvements and replacements (254) (418)
Deposits to restricted escrows (49) (82)
Receipts from restricted escrows 28 119
Net cash used in investing activities (275) (381)
Cash flows from financing activities:
Payments on mortgage notes payable (135) (122)
Loan costs (14) --
Net cash used in financing activities (149) (122)
Net increase (decrease) in cash 123 (105)
Cash and cash equivalents at beginning of period 297 383
Cash and cash equivalents at end of period $ 420 $ 278
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,045 $ 1,058
Supplemental disclosure of non-cash financing and
investing activities:
Interest on notes transferred to notes payable $ 493 $ --
See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS X
NOTES TO CONSOLIDATED 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 Angeles Realty Corporation (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 nine month periods ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in Angeles Partners X's (the
"Partnership") annual report on Form 10-KSB for the fiscal year ended December
31, 1995.
Certain reclassifications have been made to the 1995 information to conform
to the 1996 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 amounts were paid or accrued to the
General Partner and affiliates for the nine month periods ended September 30,
1996 and 1995:
1996 1995
Property management fees $ 170,000 $ 164,000
Reimbursement for services of
affiliates including $498,000 accrued
at September 30, 1996 107,000 90,000
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 totaling $3,620,000 at September 30, 1996.
Interest expense for these loans was $301,000 and $295,000 for the nine month
periods ended September 30, 1996 and 1995, 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 June 1996, but effective March 31, 1996, these loans
were modified (see "Note C"), adding non-default accrued interest payable to the
loan balances and waiving accrued, but unpaid, default interest and late
charges. The modified $1,404,000 Carriage APX note matures in September 2000
and provides for interest at 12% on the original $1,200,000 note amount. The
modified $1,530,000 Vista APX note matures in September 2002 and provides for
interest at 12.5% on the original $1,300,000 note amount. As part of the
modifications, AMIT was granted a first priority lien on the Partnership's 99%
limited partnership interests in the Vista APX and Carriage APX lower-tier
partnerships which own Vista Hills Apartments and Carriage Hills Apartments,
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 1.2% 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 1.2% 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. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General
Partner and an affiliate of Insignia Financial Group, Inc., which provides
property management and partnership administration services to the Partnership,
currently owns 87,700 Class A Shares of AMIT. These Class A Shares entitle LAC
to vote approximately 2% of the total shares. The number of Class A Shares of
AMIT owned by LAC increased from 63,200 shares on September 30, 1996, to 87,700
shares as of October 22, 1996. The voting percentages also increased from 1.5%
to 2% over the same time period.
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.
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 loans 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.
These working capital loans funded the Partnership's operating deficits in
prior years. Total indebtedness, which is included as a note payable, was
$651,000 at September 30, 1996, and September 30, 1995, with monthly interest
only payments at prime and 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 $43,000 and $46,000 for the nine month periods ended September 30, 1996
and 1995, respectively.
NOTE C - REFINANCINGS
In June 1996, but effective March 31, 1996, the General Partner negotiated a
refinance of two loans payable to AMIT totaling $2,500,000. The terms of the
refinance included adding non-default accrued interest payable of $493,000 to
the loan balances and waiving accrued, but unpaid, default interest and late
charges. The modified $1,404,000 Carriage APX note matures in September 2000 and
provides for interest at 12% on the original $1,200,000 note amount. The
modified $1,530,000 Vista APX note matures in September 2002 and provides for
interest at 12.5% on the original $1,300,000 note amount. As part of the
modifications, AMIT was granted a first priority lien on the Partnership's 99%
limited partnership interests in the Vista APX and Carriage APX lower-tier
partnerships which own Vista Hills Apartments and Carriage Hills Apartments,
respectively.
The debt restructuring was accounted for as a modification of terms. The total
future cash payments under the restructured loan exceed the carrying value of
the loan as of the date of restructure. Consequently, interest on the
restructured debt is being recorded at an effective rate of 10.8% for Vista
Hills and 10.2% for Carriage Hills, which is the rate required to equate the
present value of the total future cash payments under the new terms with the
carrying amount of the loan at the date of restructure.
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, 1996, and September 30, 1995:
Average
Ocupancy
Property 1996 1995
Cardinal Woods Apartments
Cary, North Carolina 97% 96%
Greentree Apartments
Mobile, Alabama 97% 97%
Carriage Hills Apartments
East Lansing, Michigan 94% 96%
Vista Hills Apartments (1)
El Paso, Texas 84% 84%
(1)The low occupancy at Vista Hills Apartments is due to the transfer of
military and civilian jobs out of, as well as a high unemployment rate in,
the El Paso, Texas area. As a result of this market change, the property
has increased advertising and offered rent concessions to increase
occupancy.
The Partnership realized net losses for the nine month periods ended
September 30, 1996 and 1995, of $609,000 and $741,000 respectively. The
Partnership realized net losses for the three month periods ended September 30,
1996 and 1995 of $247,000 and $322,000, respectively. The increase in rental
income is partially offset by an increase in general and administrative expense.
The increase in rental income is primarily the result of an increase in rental
rates at Cardinal Woods Apartments. The increase in general and administrative
expense is primarily due to an increase in reimbursements to affiliates. In
September 1996, the Partnership paid a reimbursement correction for the monthly
reimbursement of administrative services performed by affiliates of the General
Partner.
In June 1996, but effective March 31, 1996, two of the Partnership's AMIT
notes were modified. Previously accrued interest of $493,000 was added to the
principal balance of existing debt. The debt restructuring was accounted for as
a modification of terms. The total future cash payments under the restructured
loan exceed the carrying value of the loan as of the date of restructure.
Consequently, interest on the restructured debt is being recorded at an
effective rate of 10.8% for Vista Hills and 10.2% for Carriage Hills, which is
the rate required to equate the present value of the total future cash payments
under the new terms with the carrying amount of the loan at the date of
restructure.
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.
At September 30, 1996, the Partnership had unrestricted cash of $420,000
compared to $278,000 at September 30, 1995. Net cash provided by operating
activities increased as a result of a decreased net loss as discussed above and
a decrease in the escrow for taxes and insurance. Net cash used in investing
activities decreased primarily as a result of reduced expenditures for property
improvements. Net cash used in financing activities increased due to an
increase in principal payments on mortgage notes payable and the payment of loan
costs to AMIT in order to refinance the aforementioned indebtedness.
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. The outstanding
indebtedness of $18,822,000 (net of discount) has maturity dates ranging from
November 1997 to December 2003, at which time $17,879,000 of balloon payments
are due. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves. There were no distributions made during the nine months ended
September 30, 1996, or the nine months ended September 30, 1995.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule.
b) Reports on Form 8-K: None filed during the quarter ended
September 30, 1996.
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
President
By: /s/Robert D. Long, Jr.
Vice President/CAO
Date: November 12, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X 1996 Third Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000317900
<NAME> ANGELES PARTNERS X
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 420
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,823
<DEPRECIATION> (11,675)
<TOTAL-ASSETS> 9,680
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,822
0
0
<COMMON> 0
<OTHER-SE> (10,650)
<TOTAL-LIABILITY-AND-EQUITY> 9,680
<SALES> 0
<TOTAL-REVENUES> 3,434
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,043
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,400
<INCOME-PRETAX> (609)
<INCOME-TAX> 0
<INCOME-CONTINUING> (609)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (609)
<EPS-PRIMARY> (32.34)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
