FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-10304
ANGELES PARTNERS X
(Exact name of small business issuer as specified in its charter)
California 95-3557899
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza,
P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (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
ANGELES PARTNERS X
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 487
Restricted--tenant security deposits 59
Accounts receivable 21
Escrows for taxes and insurance 172
Restricted escrows 257
Other assets 417
Investment properties:
Land $ 1,386
Buildings and related personal property 18,600
19,986
Less accumulated depreciation (12,135) 7,851
$ 9,264
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 77
Tenant security deposits 59
Accrued property taxes 67
Due to property affiliate 560
Other liabilities 779
Mortgage notes payable 18,729
Partners' Deficit
General partner's $ (277)
Limited partners' (18,635 units
issued and outstanding) (10,730) (11,007)
$ 9,264
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,
1997 1996
Revenues:
Rental income $ 1,096 $ 1,040
Other income 63 56
Total revenues 1,159 1,096
Expenses:
Operating 379 352
General and administrative 41 48
Maintenance 112 77
Depreciation 218 223
Interest 470 466
Property taxes 101 99
Total expenses 1,321 1,265
Net loss $ (162) $ (169)
Net loss allocated to general partner (1%) $ (2) $ (2)
Net loss allocated to limited partners (99%) (160) (167)
Net loss $ (162) $ (169)
Net loss per limited partnership unit $ (8.58) $ (8.96)
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, 1996 18,635 $ (275) $(10,570) $(10,845)
Net loss for the three months
ended March 31, 1997 -- (2) (160) (162)
Partners' deficit at
March 31, 1997 18,635 $ (277) $ (10,730) $ (11,007)
<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,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (162) $ (169)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 218 223
Amortization of discounts and loan costs 27 24
Change in accounts:
Restricted cash (3) 5
Accounts receivable 38 7
Escrows for taxes and insurance 131 135
Other assets (18) (13)
Accounts payable (17) (13)
Tenant security deposit payable 3 (5)
Accrued property taxes (66) (107)
Due to affiliates 27 28
Other liabilities 89 62
Net cash provided by operating activities 267 177
Cash flows from investing activities:
Property improvements and replacements (88) (76)
Deposits to restricted escrows (20) (19)
Receipts from restricted escrows -- 14
Net cash used in investing activities (108) (81)
Cash flows from financing activities:
Payments on mortgage notes payable (50) (43)
Net increase in cash 109 53
Cash and cash equivalents at beginning of period 378 297
Cash and cash equivalents at end of period $ 487 $ 350
Supplemental disclosure of cash flow information:
Cash paid for interest $ 345 $ 350
<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 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 month
period ended March 31, 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
Angeles Partners X's (the "Partnership") 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 three month periods ended March 31, 1997 and 1996 (in
thousands):
1996 1995
Property management fees (included in
operating expenses) $ 57 $ 55
Reimbursement for services of
affiliates including $560,000 accrued
at March 31, 1997 and including
approximately $4,000 of construction
services reimbursements in 1997
(included in operating expenses,
general and administrative expenses
and maintenance expenses) 36 30
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 $3,596,000 at March 31, 1997. Interest
expense for these loans was $105,000 and $97,000 for the three month periods
ended March 31, 1997 and 1996, respectively. Two of these loans totaling
$2,500,000 were previously secured by two investment properties; however, the
second mortgages were released in 1992 as part of the terms and conditions for
refinancing the first mortgages. Multifamily riders were executed between the
Partnership and the first mortgage holders for Carriage APX and Vista APX,
stating that any subordinated debt must be non-foreclosable and maturity dates
not less than 2 years beyond the maturity of the refinanced first mortgages; the
agreement also provided for interest to be paid based on available cash flow.
In June 1996, but effective March 31, 1996, these loans were modified, 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 at AMIT's option is outstanding). These
Class B Shares entitle MAE GP to receive 1% of the distributions of net cash
distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the
same basis as Class A Shares, 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, Insignia
Properties L.P. ("IPLP"), 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 March 31, 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"). It is anticipated that the resulting combined entity would be owned
approximately 82% by Insignia and its affiliates and 18% by the pre-combination
AMIT shareholders (including MAE GP and Liquidity Assistance, LLP). The
proposed transaction is contingent upon, among other things, satisfactory review
of the business, operations, properties and assets of AMIT and IPT, the
negotiation and execution of definitive agreements and the approval of the
proposed transaction by the trustee and shareholders of each of AMIT and IPT.
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, AAP 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, 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 $15,000 and $14,000 for the
three month periods ended March 31, 1997 and 1996, respectively. The General
Partner will initiate negotiations with AAP within the next three months 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
three month periods ended March 31, 1997, and 1996:
Average
Occupancy
Property 1997 1996
Cardinal Woods Apartments
Cary, North Carolina 98% 97%
Greentree Apartments
Mobile, Alabama 98% 98%
Carriage Hills Apartments
East Lansing, Michigan 93% 93%
Vista Hills Apartments (1)
El Paso, Texas 73% 78%
(1)The low occupancy at Vista Hills Apartments is due 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 net losses for the three month periods ended March 31,
1997 and 1996, of $162,000 and $169,000, respectively. The Partnership
recognized an increase in revenue which was partially offset by an increase in
maintenance expenses. The increase in maintenance expenses is primarily due to
increases in fire protection, electrical supplies, major tennis court repairs,
and major building improvement. Included in maintenance expenses for the three
months ended March 31, 1997, is approximately $19,000 for major repairs and
renovations primarily related to tennis court repairs, construction service
reimbursements, and exterior building and gutter repairs. The expense for major
repairs and renovations for the three months ended March 31, 1996, is not
significant.
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, 1997, the Partnership had unrestricted cash of approximately
$487,000 compared to approximately $350,000 at March 31, 1996. Net cash
provided by operating activities increased as a result of increased collections
on accounts receivable and changes in timing of payments of other liabilities.
This increase is also partially a result of a decrease in the tax bill for Vista
Hills Apartments. Net cash used in investing activities increased primarily as
a result of a decrease in receipts from restricted escrows. 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. In June 1996, but
effective March 31, 1996, two of the Partnership's AMIT notes were modified.
Previously accrued interest of $493,000 was added to the principal balance of
existing debt. The debt restructuring was accounted for as a modification of
terms. The total future cash payments under the restructured loan exceed the
carrying value of the loan as of the date of restructure. Consequently,
interest on the restructured debt is being recorded at an effective rate of
10.8% for Vista Hills and 10.2% for Carriage Hills, which is the rate required
to equate the present value of the total future cash payments under the new
terms with the carrying amount of the loan at the date of restructure. The
outstanding indebtedness of $18,729,000 (net of discount) has maturity dates
ranging from November 1997 to December 2003, at which time $17,879,000 of
balloon payments are due. Working capital loans totaling $651,000, payable to
Angeles Acceptance Pool, L.P. mature in November 1997. The General Partner will
initiate negotiations with AAP within the next three months 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 the
three month periods ended March 31, 1997 and 1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits: Exhibit 27, Financial Data Schedule.
b) Reports on Form 8-K: None filed during the quarter ended March 31,
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 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.
Controller and Principal Accounting
Officer
Date: May 13, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X 1997 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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 487
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,986
<DEPRECIATION> (12,135)
<TOTAL-ASSETS> 9,264
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,729
0
0
<COMMON> 0
<OTHER-SE> (11,007)
<TOTAL-LIABILITY-AND-EQUITY> 9,264
<SALES> 0
<TOTAL-REVENUES> 1,159
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,321
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 470
<INCOME-PRETAX> (162)
<INCOME-TAX> 0
<INCOME-CONTINUING> (162)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (162)
<EPS-PRIMARY> (8.58)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
