UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB--Quarterly or Transitional Report
(Added by 34-30968, eff. 8/13/92, as amended.)
[X] Quarterly Report Under Section 13 or 15(d) of the Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition Report Under Section 13 or 15(d) of the 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 (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
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)
March 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 350
Restricted--tenant security deposits 65
Accounts receivable 12
Escrows for taxes and insurance 281
Restricted escrows 201
Other assets 481
Investment properties
Land $ 1,386
Buildings and related personal property 18,258
19,644
Less accumulated depreciation (11,218) 8,426
$ 9,816
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 59
Tenant security deposits 65
Accrued taxes 86
Due to affiliates 430
Other liabilities 973
Mortgage notes payable 18,413
Partners' Deficit
General partners $ (269)
Limited partners (18,645 units issued
and outstanding) (9,941) (10,210)
$ 9,816
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 1,040 $ 1,018
Other income 56 49
Total revenues 1,096 1,067
Expenses:
Operating 352 329
General and administrative 48 46
Maintenance 77 96
Depreciation 223 214
Interest 466 478
Property taxes 99 100
Total expenses 1,265 1,263
Net loss $ (169) $ (196)
Net loss allocated to general
partners (1%) $ (2) $ (2)
Net loss allocated to limited
partners (99%) (167) (194)
$ (169) $ (196)
Net loss per limited partnership unit $ (8.96) $ (10.40)
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner 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 three months
ended March 31, 1996 -- (2) (167) (169)
Partners' deficit at
March 31, 1996 18,645 $ (269) $ (9,941) $(10,210)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (169) $ (196)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 223 214
Amortization of discounts and loan costs 24 24
Change in accounts:
Restricted cash 5 1
Accounts receivable 7 2
Escrows for taxes and insurance 135 81
Other assets (13) (12)
Accounts payable (13) (15)
Tenant security deposit liabilities (5) --
Accrued taxes (107) (104)
Due to affiliates 28 31
Other liabilities 62 106
Net cash provided by operating activities 177 132
Cash flows from investing activities:
Property improvements and replacements (76) (112)
Deposits to restricted escrows (19) (43)
Receipts from restricted escrows 14 44
Net cash used in investing activities (81) (111)
Cash flows used in financing activities:
Payments on mortgage notes payable (43) (32)
Net increase (decrease) in cash 53 (11)
Cash and cash equivalents at beginning of period 297 384
Cash and cash equivalents at end of period $ 350 $ 373
Supplemental disclosure of cash flow information:
Cash paid for interest $ 350 $ 395
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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 the General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 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 the Angeles Partners X
(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 payments were made to the General Partner and
affiliates for the three months ended March 31, 1996 and 1995:
1996 1995
(in thousands)
Property management fee $55 $54
Reimbursement for services of
affiliates including $430
accrued at March 31, 1996 30 29
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the General Partner. An affiliate of the General
Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner, who receives
payment on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the General
Partner by virtue of the agent's obligations is not significant.
Note B - Transactions with Affiliated Parties (continued)
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided unsecured loans totalling $3,146,000 at March 31, 1996. Interest
expense for these loans was $97,000 and $99,000 for the three months ended March
31, 1996 and 1995, respectively. Two of these loans totalling $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 B - Transactions with Affiliated Parties (continued)
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B shares instructing such trustees to vote said Class B shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership was organized to acquire and hold the obligations evidencing the
working capital 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
March 31, 1996, 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 $14,000 and $15,000 for the
three months ended March 31, 1996 and 1995, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of four apartment complexes.
The following table sets forth the average occupancy of the properties for the
three months ended March 31, 1996 and March 31, 1995:
Average
Occupancy
Property 1996 1995
Cardinal Woods Apartments
Cary, North Carolina 97% 98%
Greentree Apartments
Mobile, Alabama 98% 98%
Carriage Hills Apartments
East Lansing, Michigan 93% 95%
Vista Hills Apartments (1)
El Paso, Texas 78% 76%
(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 tenant concessions to increase
occupancy.
The Partnership realized a net loss for the three months ended March 31, 1996,
of $169,000 versus a net loss of $196,000 for the three months ended March 31,
1995. The decrease in net loss is attributable to increases in rental income
and decreases in maintenance expenses. The increase in rental income and
decrease in maintenance expense is partially offset by an increase in operating
expense. The increase in rental income is primarily the result of an increase
in rental rates at Cardinal Woods Apartments. The increase in operating
expenses is due primarily to salary and utility increases at the properties.
The cash situation of Vista Hills Apartments, as a result of the low occupancy,
has caused a deferral of some repair and maintenance expenditures.
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 March 31, 1996, the Partnership had unrestricted cash of $350,000 compared to
$373,000 at March 31, 1995. Net cash provided by operating activities increased
as a result of a decrease in net loss and a decrease in the escrow for taxes and
insurance, offset, in part, by a smaller increase in other liabilities. 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.
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 $18,413,000 (net of discount) has maturity dates of November
1997 to December 2003, at which time $17,445,000 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 three months ended March 31, 1996,
and the three months ended March 31, 1995.
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:
None.
b) Reports on Form 8-K:
None filed during the three months ended March 31, 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.
Robert D. Long, Jr.
Vice President/CAO
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X 1996 First 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 350
<SECURITIES> 0
<RECEIVABLES> 12
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,644
<DEPRECIATION> 11,218
<TOTAL-ASSETS> 9,816
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,413
0
0
<COMMON> 0
<OTHER-SE> (10,210)
<TOTAL-LIABILITY-AND-EQUITY> 9,816
<SALES> 0
<TOTAL-REVENUES> 1,096
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,265
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 466
<INCOME-PRETAX> (169)
<INCOME-TAX> 0
<INCOME-CONTINUING> (169)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (169)
<EPS-PRIMARY> (8.96)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
