FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
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 June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-10304
ANGELES PARTNERS X
(Exact name of small business issuer as specified in its charter)
California 95-3557899
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
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)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 506
Restricted--tenant security deposits 58
Accounts receivable 20
Escrows for taxes and insurance 190
Restricted escrows 257
Other assets 420
Investment properties:
Land $ 1,386
Buildings and related personal property 18,736
20,122
Less accumulated depreciation (12,356) 7,766
$ 9,217
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 82
Tenant security deposits 58
Accrued property taxes 126
Due to affiliate 579
Other liabilities 895
Notes payable 18,683
Partners' Deficit
General partner's $ (279)
Limited partners' (18,714 units
issued and 18,635 outstanding) (10,927) (11,206)
$ 9,217
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 Six Months Ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,098 $ 1,091 $ 2,194 $ 2,131
Other income 52 70 115 126
Total revenues 1,150 1,161 2,309 2,257
Expenses:
Operating 394 387 773 739
General and administrative 43 53 84 101
Maintenance 118 118 230 195
Depreciation 221 225 439 448
Interest 472 473 942 939
Property taxes 101 98 202 197
Total expenses 1,349 1,354 2,670 2,619
Net loss $ (199) $ (193) $ (361) $ (362)
Net loss allocated to
general partner (1%) $ (2) $ (2) $ (4) $ (4)
Net loss allocated to
limited partners (99%) (197) (191) (357) (358)
$ (199) $ (193) $ (361) $ (362)
Net loss per limited
partnership unit $(10.57) $(10.24) $(19.16) $(19.20)
Limited partnership units
outstanding 18,635 18,645 18,635 18,645
<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 Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 18,714 $ 1 $ 18,714 $ 18,715
Partners' deficit at
December 31, 1996 18,635 $ (275) $(10,570) $(10,845)
Net loss for the six months
ended June 30, 1997 -- (4) (357) (361)
Partners' deficit at
June 30, 1997 18,635 $ (279) $(10,927) $(11,206)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $(361) $(362)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 439 448
Amortization of discounts and loan costs 51 49
Change in accounts:
Restricted cash (2) 4
Accounts receivable 39 (10)
Escrows for taxes and insurance 113 117
Other assets (43) (31)
Accounts payable (12) 21
Tenant security deposit liabilities 2 (5)
Accrued property taxes (7) (48)
Due to affiliates 46 65
Other liabilities 205 183
Net cash provided by operating activities 470 431
Cash flows from investing activities:
Property improvements and replacements (224) (125)
Deposits to restricted escrows (42) (39)
Receipts from restricted escrows 22 28
Net cash used in investing activities (244) (136)
Cash flows from financing activities:
Payments on notes payable (98) (92)
Loan costs -- (14)
Net cash used in financing activities (98) (106)
Net increase in unrestricted cash and cash equivalents 128 189
Unrestricted cash and cash equivalents at beginning
of period 378 297
Unrestricted cash and cash equivalents at end of period $ 506 $ 486
Supplemental disclosure of cash flow information:
Cash paid for interest $ 688 $ 705
Supplemental disclosure of non-cash financing and
investing activities:
Interest on notes transferred to notes payable $ -- $ 493
Property improvements and replacements included
in accounts payable $ -- $ 22
<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 consolidated financial statements for Angeles
Partners X (the "Partnership") 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 six month
periods ended June 30, 1997, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1997. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996.
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 six months ended June 30, 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in
operating expenses) $ 115 $ 111
Reimbursement for services of
affiliates including $579,000 accrued
at June 30, 1997 (included in general
and administrative expenses) 49 68
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.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided unsecured loans totaling approximately $3,585,000 at June 30, 1997.
Total interest expense on this financing was $212,000 and $206,000 for the six
month periods ended June 30, 1997 and 1996, respectively. Accrued interest
payable was approximately $419,000 at June 30, 1997. 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 have
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, 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. 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 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. The terms of the Class B shares provide that
they are convertible in whole or in part, into Class A Shares on the basis of 1
Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B shares so long as AMIT's option is outstanding). These
Class B Shares entitle MAE GP to receive 1% of the distributions of net cash
distributed by AMIT (however, in connection with the settlement agreement
described in the following paragraph, MAE GP has agreed to waive it's right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by the shares held by MAE GP would
approximate 1.3% 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 and 1996 annual meetings in
connection with the election of trustees and other matters. MAE GP has not
exerted and continues to decline to exert any management control over or
participate in the management of AMIT. MAE GP may choose to vote these shares
as it deems appropriate in the future. In addition, Liquidity Assistance L.L.C.,
an affiliate of the General Partner and an affiliate of Insignia Financial
Group, Inc. ("Insignia"), which provides property management and partnership
administration services to the Partnership, owns 96,800 Class A Shares of AMIT
at June 30, 1997. These Class A Shares represent approximately 2.2% of the total
voting power of AMIT.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it. 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. In connection with such settlement, AMIT delivered to MAE
GP cash in the sum of $250,000 at closing (which occurred April 14, 1995), as
payment for the option. If and when the option is exercised, AMIT will be
required to remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, the result of which is
MAE GP is permitted 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 is obligated to deliver 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).
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive
merger agreement pursuant to which (subject to shareholder approval and certain
other conditions, including the receipt by AMIT of a fairness opinion from its
investment bankers) AMIT would be merged with and into IPT, with each Class A
Share and Class B Share being converted into 1.625 and 0.0332 common shares of
IPT, respectively. The foregoing exchange ratios are subject to adjustment to
account for dividends paid by AMIT from January 1, 1997, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and
MAE GP (and its affiliates) would own approximately 55% and 2.4%, respectively,
of post-merger IPT when this transaction is consummated.
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
June 30, 1997, 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 $29,000 and $29,000 for the six
months ended June 30, 1997 and 1996, respectively. The General Partner will
initiate negotiations with AAP and anticipates that these loans will be
restructured. However, there is no assurance that these negotiations will be
successful.
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
six months ended June 30, 1997 and 1996:
Average
Occupancy
Property 1997 1996
Cardinal Woods Apartments
Cary, North Carolina 98% 97%
Greentree Apartments
Mobile, Alabama 98% 97%
Carriage Hills Apartments
East Lansing, Michigan 94% 93%
Vista Hills Apartments (1)
El Paso, Texas 74% 81%
(1)The General Partner attributes the low occupancy at Vista Hills Apartments
to a high unemployment rate in the El Paso, Texas area with residents
looking for short-term leasing arrangements. As a result, the property has
increased advertising and offered rent concessions to increase occupancy.
The Partnership realized a net loss of approximately $361,000 for the six months
ended June 30, 1997 compared to a net loss of approximately $362,000 for the six
months ended June 30, 1996. The Partnership's net loss for the three months
ended June 30, 1997 was approximately $199,000 compared to a net loss of
approximately $193,000 for the three months ended June 30, 1996. Total revenue
increased, primarily due to rental rate increases at every property accompanied
by slight increases in average occupancy at three of the investment properties.
In addition, general and administrative expenses decreased due to a decrease in
professional fees and expense reimbursements for the six months ended June 30,
1997 compared to the six months ended June 30, 1996. Partially offsetting these
changes was increased maintenance expense, which was primarily due to increases
in fire protection costs, electrical supplies, tennis court repairs, and
landscaping. Included in maintenance expense for the six months ended June 30,
1997 is approximately $40,000 for major repairs and renovations comprised
primarily of tennis court repairs, exterior building repairs, parking lot
repairs and landscaping. For the six months ended June 30, 1996, approximately
$24,000 of major repairs and renovations comprised primarily of swimming pool
repairs, interior building improvements and landscaping was included in
maintenance expense.
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 expense. 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 June 30, 1997 the Partnership held unrestricted cash and cash equivalents of
approximately $506,000 compared to approximately $486,000 at June 30, 1996. Net
cash provided by operating activities increased as a result of increased
collections on accounts receivable and changes in timing of payments of accrued
taxes and other liabilities. Net cash used in investing activities increased
primarily due to increased property improvements and replacements in 1997. Net
cash used in financing activities decreased due to loan costs paid during the
six months ended June 30, 1996.
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. 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 exceeded 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. The
outstanding indebtedness of $18,683,000 (net of discount) has maturity dates
ranging from November 1997 to December 2003, at which time $17,879,000 of
balloon payments are due. The General Partner has entered into a sales
agreement on Cardinal Woods Apartments, which is scheduled to close August 15,
1997. Working capital loans totaling $651,000, payable to Angeles Acceptance
Pool, L.P. mature in November 1997. The General Partner plans to initiate
negotiations with AAP and anticipates that these loans will be restructured.
However, there is no assurance that these negotiations will be successful.
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 1996 or during the six month periods
ended June 30, 1997.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit
to this report.
b) Reports on Form 8-K: None filed during the quarter ended June 30,
1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANGELES PARTNERS X
By: Angeles Realty Corporation
Its 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: August 11, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X 1997 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 506
<SECURITIES> 0
<RECEIVABLES> 20
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,122
<DEPRECIATION> 12,356
<TOTAL-ASSETS> 9,217
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,683
0
0
<COMMON> 0
<OTHER-SE> (11,206)
<TOTAL-LIABILITY-AND-EQUITY> 9,217
<SALES> 0
<TOTAL-REVENUES> 2,309
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,670
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 942
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (361)
<EPS-PRIMARY> (19.16)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
