U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10304
ANGELES PARTNERS X
California 95-3557899
(State or other jurisdiction of (I.R.S. 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 (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB X .
State issuer's revenues for its most recent fiscal year. $4,487,997
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within the past 60 days. Market value
information for Registrant's units is not available. Should a trading market
develop for these units, it is management's belief that such trading would not
exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Angeles Partners X (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Amended Agreement of Limited Partnership
(hereinafter referred to as the "Agreement") dated June 24, 1980. The general
partner is Angeles Realty Corporation, a California corporation (hereinafter
referred to as the "General Partner").
The General Partner of the Registrant intends to maximize the operating
results and, ultimately, the net realizable value of each of the Registrant's
properties in order to achieve the best possible return for the investors.
Such results may best be achieved through property sales, refinancings, debt
restructurings or relinquishment of the assets. The Registrant intends to
evaluate each of its holdings periodically to determine the most appropriate
strategy for each of the assets. The General Partner's policy is to only
commit cash from operations and financings secured by the real property to
support operations, capital improvements and repayment of debt on a property
specific basis.
The Partnership has no full time employees. The General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited Partners have no right to
participate in the management or conduct of such business and affairs.
Insignia Management Group, L.P. provides property management services to each
of the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive.
Each investment property is located in or near a major urban area and,
accordingly, competes for rentals not only with similar projects in its
immediate area but with hundreds of similar projects throughout the urban
area. Such competition is primarily on the basis of location, rents, services
and amenities. In addition, the Partnership competes with significant numbers
of individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the purchase and
sale of improved real properties, primarily on the basis of the prices and
terms of such transactions.
Item 2. Description of Properties
The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Cardinal Woods Apartments 10/30/81 Fee ownership subject to Apartment
Cary, North Carolina first and second mortgages 184 units
Greentree Apartments 12/31/81 Fee ownership subject to Apartment
Mobile, Alabama first and second mortgages 178 units
Carriage Hills Apartments 07/30/82 Fee ownership subject to Apartment
East Lansing, Michigan first mortgage 143 units
Vista Hills Apartments 08/26/82 Fee ownership subject to Apartment
El Paso, Texas first mortgage 264 units
</TABLE>
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Cardinal Woods Apartments $ 5,349,354 $ 2,999,401 5-25 yrs S/L $ 1,151,611
Greentree Apartments 4,117,740 2,849,937 5-25 yrs S/L 859,203
Carriage Hills Apartments 4,051,778 2,149,672 5-25 yrs S/L 891,597
Vista Hills Apartments 6,076,065 3,023,438 5-25 yrs S/L 1,765,932
$19,594,937 $11,022,448 $ 4,668,343
</TABLE>
See "Note A" of the financial statements included in "Item 7" for a
description of the Partnership's depreciation policy.
Schedule of Debt:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Cardinal Woods Apartments
1st mortgage $ 3,855,582 7.83% 28.67 yrs 10/15/03 $ 3,389,934
2nd mortgage 121,941 7.83% (3) 10/15/03 121,941
Greentree Apartments
1st mortgage 3,565,319 7.83% 28.67 yrs 10/15/03 3,134,699
2nd mortgage 112,761 7.83% (3) 10/15/03 112,761
Carriage Hills Apartments
1st mortgage 3,392,459 9.84% 30 yrs 09/01/98 3,313,031
Vista Hills Apartments
1st mortgage 3,726,326 10.23% 30 yrs 09/01/00 3,567,233
Other notes payable:
Angeles Partners X (4) 501,326 (2) (3) 11/97 501,326
Cardinal Woods
Apartments, Ltd. (1) 654,228 12.75% (3) 12/31/03 654,228
Carriage APX (1) (5) 1,200,000 12.00% (3) 09/00 1,200,000
Vista APX (1) (5) 1,300,000 12.50% (3) 09/02 1,300,000
Vista APX (4) 150,000 (2) (3) 11/97 150,000
18,579,942
Less unamortized
discount (127,974)
Total $18,451,968 $17,445,153
<FN>
(1) Loan provided by Angeles Mortgage Investment Trust (See "Note D").
(2) Interest only payments at the prime interest rate or the prime interest
rate plus 2%.
(3) Interest only payments with a balloon payment at maturity.
(4) Loan provided by Angeles Acceptance Pool, L.P. (See "Note D").
(5) Interest only payments are based on available cash flow; interest is
being recorded at the stated rates.
</TABLE>
Schedule of Rental Rates and Occupancy:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Cardinal Woods Apartments $6,044/unit $5,577/unit 97% 96%
Greentree Apartments 4,986/unit 4,863/unit 98% 98%
Carriage Hills Apartments 8,525/unit 8,283/unit 96% 96%
Vista Hills Apartments 5,237/unit 5,220/unit 85% 87%
As noted under "Item 1. Description of Business", the real estate industry
is highly competitive. All of the properties of the Partnership are subject
to competition from other residential apartment complexes and commercial
buildings in the area. The General Partner believes that all of the
properties are adequately insured. The multi-family residential properties'
lease terms are for one year or less. No residential tenant leases 10% or
more of the available rental space.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Cardinal Woods Apartments $62,302 1.22
Greentree Apartments 35,999 5.15
Carriage Hills Apartments 132,240 1.64 to 2.08
Vista Hills Apartments 142,132 2.83
Item 3. Legal Proceedings
The Registrant is unaware of any pending or outstanding litigation
that is not of a routine nature. Management of the Registrant believes that
all such routine matters are adequately covered by insurance and will be
resolved without material adverse effect upon the Partnership's financial
condition, results of operation or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security
Holder Matters
The Partnership sold 18,714 Limited Partnership Units during its
offering period. The Partnership currently has 18,645 Limited Partnership
Units outstanding and 1,989 Limited Partners of record. During 1994, the
number of Limited Partnership Units decreased by 69 due to limited partners
abandoning their units. In abandoning his or her Limited Partnership Units, a
limited partner relinquishes all right, title and interest in the Partnership
as of the date of abandonment. There is no intention to sell additional
Limited Partnership Units nor is there an established market for these units.
Distributions of $78,283 and $157,121 were made in 1995 and 1994,
respectively, by Cardinal Woods, Ltd., a lower tier partnership. Of these
distributions, Angeles Partners X, the Limited Partner, received $77,499 and
$155,550 in 1995 and 1994, respectively, or 99% of the distribution in both
years. Angeles Realty Corporation, the General Partner of Cardinal Woods,
Ltd., received $784 and $1,571 in 1995 and 1994, respectively, or 1% of the
distribution in both years.
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
The Partnership incurred a net loss of $909,201 for the year ended
December 31, 1995, as compared to a net loss of $856,695 for the year ended
December 31, 1994.
Rental revenues for year ended December 31, 1995 as compared to the year
ended December 31, 1994 increased slightly primarily as a result of rental
rate increases at the properties in 1995. Operating expenses increased due to
an increase in rental concessions in a an attempt to increase occupancy in
1995 and to the Partnership incurring a transfer fee payable to a mortgage
holder. General and administrative expenses decreased due primarily to a
decrease in cost reimbursements for partnership accounting, investor relations
and asset management services. Maintenance expenses decreased in 1995 due to
a significant increase in exterior improvement projects occurring in the
fourth quarter of 1994 in order to improve the properties' appearance. The
loss on disposal of property in 1995 and 1994 relates to the replacement of
roofs at several of the Partnership's properties. The loss is the result of
the write-off of roofs not yet fully depreciated.
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.
Liquidity and Capital Resources
The Partnership's primary sources of cash are from the operations of its
investment properties and from refinancing of such properties. At December
31, 1995, the Partnership had unrestricted cash of $297,046 compared to
$383,566 at December 31, 1994. Net cash provided by operating activities
increased primarily as a result of an increase in accrued interest and other
liabilities, partially offset by an increase in escrows for taxes and
insurance. Net cash used in investing activities increased as a result of
decreased receipts from restricted escrows and an increase in expenditures for
property improvements and replacements. Net cash used in financing activities
decreased due to loan costs incurred in 1994 for the Cardinal Woods Apartments
and Greentree Apartments refinancing.
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 the Partnership of $18,451,968 (net of
discount) has maturity dates of November 1997 to December 2003, at which time
$17,445,153 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.
Item 7. Financial Statements
ANGELES PARTNERS X
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Deficit - Years ended December 31,
1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to the Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners X
We have audited the accompanying balance sheet of Angeles Partners X as of
December 31, 1995, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1995. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as 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 financial position of Angeles Partners X as of
December 31, 1995, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 27, 1996
ANGELES PARTNERS X
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, 1995
<S> <C> <C>
Assets
Cash and cash equivalents:
Unrestricted $ 297,046
Restricted--tenant security deposits 69,185
Accounts receivable 19,045
Escrows for taxes and insurance 417,041
Restricted escrows 195,454
Other assets 488,460
Investment properties (Notes B and E):
Land $ 1,386,074
Buildings and related personal property 18,208,863
19,594,937
Less accumulated depreciation (11,022,448) 8,572,489
$10,058,720
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 72,425
Tenant security deposits 69,607
Accrued taxes 193,682
Due to affiliate (Note D) 401,887
Other liabilities 910,511
Notes payable (Notes B, D and E) 18,451,968
Partners' Deficit
General partner $ (267,177)
Limited partners (18,645 units
issued and outstanding) (9,774,183) (10,041,360)
$ 10,058,720
<FN>
See Accompanying Notes to Financial Statements
ANGELES PARTNERS X
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $4,262,673 $4,151,624
Other income 225,324 242,917
Total revenue 4,487,997 4,394,541
Expenses:
Operating 1,290,515 1,154,403
General and administrative 192,669 229,130
Property management fees (Note D) 222,065 217,652
Maintenance 489,703 583,753
Depreciation 890,130 819,726
Interest 1,927,653 1,867,794
Property taxes 379,807 355,344
Total expenses 5,392,542 5,227,802
Loss before loss on disposal
of property (904,545) (833,261)
Loss on disposal of property (4,656) (23,434)
Net loss $ (909,201) $ (856,695)
Net loss allocated to general
partner (1%) $ (9,092) $ (8,567)
Net loss allocated to limited
partners (99%) (900,109) (848,128)
Net loss $ (909,201) $ (856,695)
Net loss per limited
partnership unit $ (48.28) $ (45.32)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS X
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
</TABLE>
<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, 1993 18,714 $(247,163) $(8,025,946) $(8,273,109)
Abandonment of Limited
Partnership Units (Note G) (69) -- -- --
Distributions (Note F) -- (1,571) -- (1,571)
Net loss for the year ended
December 31, 1994 -- (8,567) (848,128) (856,695)
Partners' deficit at
December 31, 1994 18,645 (257,301) (8,874,074) (9,131,375)
Distributions (Note F) -- (784) -- (784)
Net loss for the year ended
December 31, 1995 -- (9,092) (900,109) (909,201)
Partners' deficit at
December 31, 1995 18,645 $(267,177) $(9,774,183) $(10,041,360)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS X
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (909,201) $ (856,695)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 890,130 819,726
Amortization of discounts and loan costs 96,599 91,123
Loss on disposal property 4,656 23,434
Change in accounts:
Restricted cash (4,255) (3,597)
Accounts receivable (12,304) (3,148)
Escrows for taxes and insurance (71,850) (38,147)
Other assets (2,809) 8,249
Accounts payable (4,350) 9,694
Tenant security deposit liabilities 2,605 (406)
Accrued taxes (15,086) (12,319)
Due to affiliates 111,276 139,570
Other liabilities 469,284 75,641
Net cash provided by operating activities 554,695 253,125
Cash flows from investing activities:
Property improvements and replacements (584,838) (501,522)
Deposits to restricted escrows (110,826) (81,609)
Receipts from restricted escrows 219,964 480,249
Insurance proceeds -- 119
Net cash used in investing activities (475,700) (102,763)
Cash flows from financing activities:
Payments on mortgage notes payable (164,731) (120,272)
Loan costs -- (56,502)
Distributions to partners (784) (1,571)
Net cash used in financing activities (165,515) (178,345)
Net decrease in cash and cash equivalents (86,520) (27,983)
Cash and cash equivalents at beginning of year 383,566 411,549
Cash and cash equivalents at end of year $ 297,046 $ 383,566
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,407,356 $1,705,291
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS X
Notes to Financial Statements
December 31, 1995
Note A - Organization and Significant Accounting Policies
Organization: Angeles Partners X ( the Partnership ) is a California limited
partnership organized in June 1980 to acquire and operate residential
properties. The Partnership's General Partner is Angeles Realty Corporation,
an affiliate of Insignia Financial Group, Inc. As of December 31, 1995, the
Partnership operates four residential properties located in or near major
urban areas in the United States.
Principles of Consolidation: The financial statements include all the
accounts of the Partnership and its majority owned partnerships. All
significant interpartnership balances have been eliminated. Minority interest
is immaterial and not shown separately in the financial statements.
Allocations to Partners: Net income (other than that arising from the
occurrence of a sale or disposition) and net loss shall be allocated 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 other than in connection with the dissolution of the Partnership,
the Distributable Net Proceeds thereof, if any, which the General Partner
determines are not required for support of the operations of the Partnership
must be distributed: (i) first, to the General Partner and the Limited
Partners in proportion to their interests in the Partnership, until all
Limited Partners have received distributions equal to their Original Capital
Investment Applicable to the Disposition plus their 6% additional Cumulative
Distribution; (ii) second, to the General Partner in an amount equal to 4% of
the aggregate sales price of the property; (iii) third, to the General Partner
and the Limited Partners in proportion to their interests in the Partnership
until all Limited Partners shall have received their additional 4% Cumulative
Distribution; and (iv) thereafter, the remaining proceeds of the disposition
shall be distributed eighty-eight percent (88%) to the Limited Partners in
proportion to their interests in the Partnership, and twelve percent (12%) to
the General Partner.
Depreciation: Depreciation is computed utilizing the straight-line method
over an estimated useful life of 10 to 25 years for buildings and improvements
and 5 years for furniture and fixtures. For tax purposes, depreciation is
computed by using the straight-line method over an estimated life of 12 years
for personal property and 40 years for real property.
Note A - Organization and Significant Accounting Policies (continued)
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which
was determined using the higher of the property's non-recourse debt amount,
when applicable, or the net operating income of the investment property
capitalized at a rate deemed reasonable for the type of property. During the
fourth quarter of 1995 the Partnership adopted FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of", which requires impairment losses to be recorded on long-
lived assets used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those assets are less
than the assets' carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. The effect of
adoption was not material.
Restricted Escrows:
Capital Improvement - At the time of the refinancing of Cardinal Woods
Apartments' and Greentree Apartments' mortgage notes payable in 1993,
$427,575 of the proceeds were designated for "capital improvement
escrows" for certain capital improvements. The balance in the capital
improvement escrows at December 31, 1995, is $16,862. The capital
improvements are anticipated to be completed in calendar year 1996 and
any excess funds will be returned for property operations.
Reserve Account - In addition to the Capital Improvement reserves,
general Reserve Accounts of $144,800 were established with the
refinancing proceeds for the refinanced properties. These funds were
established to cover necessary repairs and replacements of existing
improvements, debt service, out-of-pocket expenses incurred for ordinary
and necessary administrative tasks, and payment of real property taxes
and insurance premiums. Reserve accounts are also maintained for
Carriage Hills Apartments and Vista Hills Apartments. Reserve escrows
for all properties totalled $178,592 at December 31, 1995.
Loan Costs: Loan costs totalling $676,878 with accumulated amortization of
$238,358, included in "Other assets" at December 31, 1995, are being amortized
on a straight-line basis over the life of the loans.
Note A - Organization and Significant Accounting Policies (continued)
Leases: The Partnership generally leases apartment units for twelve-month
terms or less.
Tenant Security Deposits: The Partnership requires security deposits from all
apartment lessees for the duration of the lease. Deposits are refunded when
the tenant vacates the apartment if there has been no damage to the unit.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates
fair value due to short-term maturities. The Partnership estimates the fair
value of its fixed rate mortgages by discounted cash flow analysis, based on
estimated borrowing rates currently available to the Partnership ("Note B").
Advertising Costs: Advertising costs, $69,017 in 1995 and $64,486 in 1994,
are charged to expense as they are incurred and included in operating
expenses.
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Note B - Notes Payable
The principal terms of notes payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C>
Mortgages:
Cardinal Woods Apartments
1st mortgage $ 28,814 7.83% 10/15/03 $ 3,389,934 $ 3,855,582
2nd mortgage 796 7.83% 10/15/03 121,941 121,941
Greentree Apartments
1st mortgage 26,645 7.83% 10/15/03 3,134,699 3,565,319
2nd mortgage 736 7.83% 10/15/03 112,761 112,761
Carriage Hills Apartments
1st mortgage 29,999 9.84% 09/01/98 3,313,031 3,392,459
Vista Hills Apartments
1st mortgage 33,995 10.23% 09/01/00 3,567,233 3,726,326
Other notes payable:
Angeles Partners X (4) (2) (2) 11/97 501,326 501,326
Cardinal Woods
Apartments, Ltd. (1) (3) 12.75% 12/31/03 654,228 654,228
Carriage APX (1) (6) 12.00% 09/00 1,200,000 1,200,000
Vista APX (1) (6) 12.50% 09/02 1,300,000 1,300,000
Vista APX (4) (2) (2) 11/97 150,000 150,000
18,579,942
Less unamortized
discounts at a
rate of 8.13% (5) (127,974)
Total $120,985 $17,445,153 $18,451,968
<FN>
(1) Loan provided by Angeles Mortgage Investment Trust ("AMIT"). (See "Note
D").
(2) Interest only payments at the prime interest rate or the prime interest
rate plus 2%.
(3) Payments made based on excess cash flow, as defined in the First Deed of
Trust and Security Agreement.
(4) Loan provided by Angeles Acceptance Pool, L.P. (See "Note D")
(5) Discounts of $127,974 represent $66,490 relating to Cardinal Woods
Apartments and $61,484 relating to Greentree Apartments.
(6) Interest only payments are based on available cash flow; interest is
being recorded at the stated rates.
</TABLE>
The estimated fair values of the Partnership's aggregate mortgages is
approximately $15,200,000 as compared to the carrying value of $14,774,388.
This estimate is not necessarily indicative of the amounts the Partnership may
pay in actual market transactions. The General Partner believes that it is
not appropriate to use the Partnership's incremental borrowing rate for the
notes to affiliates as there are currently no markets in which the Partnership
could obtain similar financing.
Note B - Notes Payable (continued)
Scheduled principal payments of notes payable subsequent to December 31 are as
follows:
1996 $ 142,963
1997 807,221
1998 3,471,579
1999 148,697
2000 4,914,467
Thereafter 9,095,015
$18,579,942
Mortgages are collateralized by the related property and improvements of the
Partnership.
Note C - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax
returns of its partners. Accordingly, no provision for income taxes is made
in the financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) amortization of present value discounts, (2) depreciation
over different methods and lives and on differing cost bases of apartment
properties, (3) change in rental income received in advance, and (4) loss on
refinancing of property. The following is a reconciliation of reported net
loss and Federal taxable income:
1995 1994
Net loss as reported $ (909,201) $ (856,695)
Add (deduct):
Depreciation differences (123,965) (120,434)
Unearned income 10,649 32,627
Amortization 3,185 --
Other 23,641 (44,384)
Federal taxable loss $ (995,691) $ (988,886)
Federal taxable loss per
limited partnership unit $ (52.87) $ (52.31)
Note C - Income Taxes (continued)
The following is a reconciliation at December 31, 1995 between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities:
Net deficiency as reported $(10,041,360)
Land and buildings 3,650,460
Accumulated depreciation (7,554,606)
Mortgage discount (9,088)
Syndication fees 2,070,973
Other 143,645
Net deficiency - Federal tax basis $(11,739,976)
Note D - 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 in 1995 and 1994:
1995 1994
Property management fee $222,065 $217,652
Reimbursement for services of affiliates
including $401,887 accrued at
December 31, 1995 123,526 145,326
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 were 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 D - Transactions with Affiliated Parties (continued)
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
has provided unsecured loans totalling $3,154,228 at December 31, 1995.
Interest expense for these loans was $449,783 and $394,200 for the year ended
December 31, 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 with maturity
dates not less than 2 years beyond the maturity of the refinanced first
mortgages; the agreement also provided for interest on any subordinated debt
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 APX 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 1.2% 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, owns 63,200 Class A Shares of AMIT. These Class
A Shares entitle LAC to vote approximately 1.5% of the total shares.
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 D - 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 $651,326
at December 31, 1995, and December 31, 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 $61,053 and $48,991 for the years ended December 31, 1995 and 1994,
respectively.
Note E - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Cardinal Woods Apartments $ 3,977,523 $ 269,279 $ 4,571,721 $ 508,354
Greentree Apartments 3,678,080 210,689 3,345,311 561,740
Carriage Hills Apartments 3,392,459 100,681 3,509,319 441,778
Vista Hills Apartments 3,726,326 805,425 4,826,575 444,065
Other notes payable 3,805,554 -- -- --
Totals $18,579,942 $1,386,074 $16,252,926 $1,955,937
</TABLE>
Note E - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciation
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Cardinal Woods $ 269,279 $ 5,080,075 $ 5,349,354 $ 2,999,401 09/79 10/30/81 25
Greentree Apartments 210,689 3,907,051 4,117,740 2,849,937 08/74 12/31/81 25
Carriage Hills 100,681 3,951,097 4,051,778 2,149,672 06/72 07/30/82 25
Vista Hills Apartments 805,425 5,270,640 6,076,065 3,023,438 02/77 08/26/82 25
Totals $ 1,386,074 $18,208,863 $19,594,937 $11,022,448
</TABLE>
The depreciable lives included above are for the buildings and components.
The depreciable lives for related personal property are for 5 to 7 years.
Reconciliation of Investment Properties and Accumulated Depreciation :
Years Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $19,072,580 $18,744,030
Disposal of property (62,481) (172,972)
Property improvements 584,838 501,522
Balance at end of year $19,594,937 $19,072,580
Accumulated Depreciation
Balance at beginning of year $10,190,143 $ 9,519,836
Depreciation expense 890,130 819,726
Disposal of property (57,825) (149,419)
Balance at end of year $11,022,448 $10,190,143
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is approximately $23,245,397 and $22,639,112. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1995 and 1994 is approximately $18,577,054 and $17,562,959.
Note F - Distributions
Distributions of $78,283 and $157,121 were made in 1995 and 1994, respectively,
by Cardinal Woods, Ltd., the lower tier partnership. Of these distributions,
Angeles Partners X, the Limited Partner, received $77,499 and $155,550 in 1995
and 1994, respectively, or 99% of the distribution in both years. Angeles
Realty Corporation, the General Partner of Cardinal Woods, Ltd., received $784
and $1,571 in 1995 and 1994, respectively, or 1% of the distribution in both
years.
Note G - Abandonment of Units
In 1994, the number of Limited Partnership Units decreased by 69 due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and
interest in the Partnership as of the date of abandonment. However, during
the year of abandonment, the limited partner is allocated his or her share of
income or loss for that year. The net loss per limited partnership unit is
calculated based on the number of units outstanding at the beginning of the
year. There were no abandonments during 1995.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The names and ages of, as well as the positions and offices held by,
the executive officers and directors of Angeles Realty Corporation, the
Partnership's General Partner as of December 31, 1995 are set forth below.
Name Age Office
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines, Esq. 36 Vice President and Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm)
and engaged in various other investment and consulting activities. Briefly,
in early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr.
Vinson was employed by Insignia in various capacities including Managing
Director-President during 1991. From 1986 to 1990, Mr. Vinson was President
and a Director of U.S. Shelter Corporation, a real estate services company,
which sold substantially all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., he was an auditor for the State
of Tennessee and was associated with the accounting firm of Harshman Lewis and
Associates. He is a graduate of the University of Memphis.
William H. Jarrard, Jr. has been Managing Director - Partnership
Administration of Insignia Financial Group, Inc. ("Insignia") since January
1991. Mr. Jarrard was employed by U.S. Shelter in a similar capacity for the
three years prior to his joining Insignia.
John K. Lines, Esq. has been Insignia's General Counsel and Secretary since
June 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach,
Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney
with BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. Ms. Buechler is a
graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the
Partnership to any officer or director of ARC. The Partnership has no plan,
nor does the Partnership presently propose a plan, which will result in any
remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's general partner and its affiliates, as described in "Note D" of
the Partnership's financial statements included under "Item 7", which is
incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1995, no person owned of record more than 5% of
Limited Partnership Units of the Partnership nor was any person known by the
Partnership to own of record and beneficially, or beneficially only, more than
5% of such securities.
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 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 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 (i) the balance of the General Partner's capital account and (ii) 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 Agreement.
Item 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC.
During the years ended December 31, 1995 and December 31, 1994, the
transactions that occurred between the Partnership and ARC and affiliates of
ARC pursuant to the terms of the Agreement are disclosed under "Note D" of the
Partnership's Financial Statements which is hereby incorporated by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-B: Refer to Exhibit
Index.
(b) No reports of Form 8-K were filed during the fourth quarter of
1995.
(c) Exhibit 27
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANGELES PARTNERS X
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
Date: March 27, 1996
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities on the date indicated.
/s/ Carroll D. Vinson President March 27, 1996
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 27, 1996
Robert D. Long, Jr. Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended Certificate and Agreement of Limited Partnership dated
June 24, 1980 filed in Form 10K dated October 31, 1982 and is
incorporated herein by reference.
10.1 Purchase and Sale Agreement with Exhibits -Cardinal Woods filed
in Form 8K dated October 30, 1981 and is incorporated herein by
reference.
10.2 Purchase and Sale Agreement with Exhibits - Greentree
Apartments filed in Form 8K dated December 31, 1981 and is
incorporated herein by reference.
10.4 Purchase and Sale Agreement with Exhibits - Carriage Hills
Apartments filed in Form 8K dated July 30, 1982 and is
incorporated herein by reference.
10.5 Third Trust Deed Mortgage - Carriage Hills Apartments, filed in
Form 10K, Exhibit 10.11, dated December 31, 1990 and is
incorporated herein by reference.
10.6 Second Trust Deed Mortgage - Vista Hills Apartments, filed in
Form 10Q, Exhibit 10.13, dated September 30, 1990 and is
incorporated herein by reference.
10.7 Promissory Note - Greentree Apartments, filed in Form 10Q,
Exhibit 10.14, dated September 30, 1990 and is incorporated
herein by reference.
10.8 Agreement of Sale between Angeles Partners X, Seller and Bowen
Ballard, Buyer - One East/Two East Office Center, filed in Form
8K, Exhibit I, dated February 15, 1991 and is incorporated
herein by reference.
10.9 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which
is incorporated herein by reference.
10.10 Contracts related to financing of debt:
(a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between Greentree Apartments and
Lexington Mortgage Company, a Virginia Corporation,
securing Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by
reference.
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between Greentree Apartments and
Lexington Mortgage Company, a Virginia Corporation,
securing Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by
reference.
(c) First Assignments of Leases and Rents dated September 30,
1993 between Greentree Apartments and Lexington Mortgage
Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(d) Second Assignments of Leases and Rents dated September 30,
1993 between Greentree Apartments and Lexington Mortgage
Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(e) First Deeds of Trust Notes dated September 30, 1993 between
Greentree Apartments and Lexington Mortgage Company,
relating to Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by
reference.
(f) Second Deeds of Trust Notes dated September 30, 1993
between Greentree Apartments and Lexington Mortgage
Company, relating to Greentree Apartments filed in Form 10-
QSB dated September 30, 1993, which is incorporated herein
by reference.
10.11 Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated
September 30, 1993 between Greentree Apartments, Ltd. and
Lexington Mortgage Company, a Virginia Corporation,
securing Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by
reference.
(b) Second Deeds of Trust and Security Agreements dated
September 30, 1993 between Greentree Apartments, Ltd. and
Lexington Mortgage Company, a Virginia Corporation,
securing Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by
reference.
(c) First Assignments of Leases and Rents dated September 30,
1993 between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing
Greentree Apartments filed in Form 10-QSB dated September
30, 1993, which is incorporated herein by reference.
(d) Second Assignments of Leases and Rents dated September 30,
1993 between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing
Greentree Apartments filed in Form 10-QSB dated September
30, 1993, which is incorporated herein by reference.
(e) First Deeds of Trust Notes dated September 30, 1993 between
Greentree Apartments, Ltd. and Lexington Mortgage Company,
relating to Greentree Apartments filed in Form 10-QSB
dated September 30, 1993, which is incorporated herein by
reference.
(f) Second Deeds of Trust Notes dated September 30, 1993
between Greentree Apartments, Ltd. and Lexington Mortgage
Company, relating to Greentree Apartments filed in Form 10-
QSB dated September 30, 1993, which is incorporated herein
by reference.
16 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant is incorporated by reference to the exhibit filed
with Form 8-K dated September 1, 1993.
99A Agreement of Limited Partnership for Angeles Partners X GP Limited
Partnership between Angeles Realty Corporation and Angeles Partners X,
L.P. entered into on September 15, 1993 filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by reference.
99B Agreement of Limited Partnership of Greentree Apartments, Ltd. between
Angeles Realty Corporation and Angeles Partners X, L.P. entered into on
November 1, 1989 filed in Form 10-QSB dated September 30, 1993, which
is incorporated herein by reference.
99C Purchase Agreement dated November 24, 1992 by and among Angeles
Corporation, et.al. and IAP GP Corporation and MAE GP Corporation is
incorporated by reference to the Report on Form 8-K dated December 31,
1992.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X Limited Partnership 1995 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000317900
<NAME> ANGELES PARTNERS X LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 297,046
<SECURITIES> 0
<RECEIVABLES> 19,045
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,594,937
<DEPRECIATION> 11,022,448
<TOTAL-ASSETS> 10,058,720
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,451,968
0
0
<COMMON> 0
<OTHER-SE> (10,041,360)
<TOTAL-LIABILITY-AND-EQUITY> 10,058,720
<SALES> 0
<TOTAL-REVENUES> 4,487,997
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,392,542
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,927,653
<INCOME-PRETAX> (909,201)
<INCOME-TAX> 0
<INCOME-CONTINUING> (909,201)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (909,201)
<EPS-PRIMARY> (48.28)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
