FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
U.S. SECURITIES 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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] 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
(Name of small business issuer 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
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 $4,575,000.
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 Partnership 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") 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 Partnership intends to maximize the operating results
and, ultimately, the net realizable value of each of the Partnership'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 Partnership 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 is involved in only one industry segment. The Partnership does
not engage in any foreign operations or derive revenues from foreign sources.
There have been, and it is possible there may be other Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the property
owned by the Partnership.
The Partnership monitors its property for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
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 Residential
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 Partnership'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:
(Dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Cardinal Woods $ 5,455 $ 3,208 5-25 yrs S/L $ 1,075
Greentree 4,214 3,058 5-25 yrs S/L 746
Carriage Hills 4,129 2,365 5-25 yrs S/L 737
Vista Hills 6,100 3,286 5-25 yrs S/L 1,476
$19,898 $ 11,917 $ 4,034
See "Note A" included in "Item 7, Financial Statements" for a description of the
Partnership's depreciation policy.
SCHEDULE OF DEBT:
(Dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Cardinal Woods
1st mortgage $ 3,810 7.83% 28.67 yrs 10/15/03 $ 3,390
2nd mortgage 122 7.83% (3) 10/15/03 122
Greentree
1st mortgage 3,523 7.83% 28.67 yrs 10/15/03 3,135
2nd mortgage 113 7.83% (3) 10/15/03 113
Carriage Hills
1st mortgage 3,365 9.84% 30 yrs 09/01/98 3,313
Vista Hills
1st mortgage 3,698 10.23% 30 yrs 09/01/00 3,567
Other notes payable:
Angeles Partners X (4) 501 (2) (3) 11/97 501
Cardinal Woods
Apartments, Ltd. (1) 614 12.75% (3) 12/31/03 614
Carriage APX (1)(5) 1,432 10.21% (3) 09/00 1,432
Vista APX (1) (5) 1,561 10.81%(6) (3) 09/02 1,561
Vista APX (4) 150 (2) (3) 11/97 150
18,889
Less unamortized
discount (115)
Total $18,774 $17,898
(1) Loan provided by Angeles Mortgage Investment Trust (See "Note D" included
in "Item 7, Financial Statements").
(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" included in
"Item 7, Financial Statements").
(5) Interest only payments are based on available cash flow; interest is being
recorded at the stated rates.
(6) Debt was restructured effective March 31, 1996. See "Note B" included in
"Item 7, Financial Statements".
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Cardinal Woods $ 6,578/unit $ 6,044/unit 97% 97%
Greentree 5,121/unit 4,986/unit 97% 98%
Carriage Hills 8,832/unit 8,525/unit 93% 96%
Vista Hills 5,320/unit 5,237/unit 82% 85%
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 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 (in thousands) and rates in 1996 for each property were:
Billing Rate
Cardinal Woods $ 62 1.22
Greentree 36 5.15
Carriage Hills 142 5.90
Vista Hills 121 2.89
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. Management of the Partnership 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 18,635 Limited Partnership Units
outstanding and 1,983 Limited Partners of record. There is no intention to sell
additional Limited Partnership Units nor is there an established market for
these units.
In 1996, the number of Limited Partnership Units decreased by 10 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 the 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.
Distributions of $78,000 were made in 1995 by Cardinal Woods, Ltd., a lower tier
partnership. Of these distributions, Angeles Partners X, the Limited Partner,
received $77,000 in 1995 or 99% of the distribution. Angeles Realty
Corporation, the General Partner of Cardinal Woods, Ltd., received $1,000 in
1995 or 1% of the distribution. There were no distributions made for the year
ended December 31, 1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements contained elsewhere in this report.
Results of Operations
The Partnership incurred a net loss of approximately $804,000 for the year ended
December 31, 1996, as compared to a net loss of approximately $909,000 for the
year ended December 31, 1995.
Rental revenues for the year ended December 31, 1996, as compared to the year
ended December 31, 1995, increased slightly due to an increase in rental rates
at the Partnership's investment properties in 1996. Maintenance expenses
increased due to an increase in exterior building improvements and exterior
painting, primarily for Carriage Hills Apartments. In 1996, the Partnership
incurred approximately $206,000 in major repairs and renovations. Property tax
expense decreased due to a decrease in the property taxes on one of the
Partnership's investment properties.
In June 1996, but effective March 31, 1996, two of the Partnership's AMIT notes
were modified. Previously accrued interest of $493,000 was added to the
principal balance of existing debt. The debt restructuring was accounted for as
a modification of terms. The total future cash payments under the restructured
loan exceed the carrying value of the loan as of the date of restructure.
Consequently, interest on the restructured debt is being recorded at an
effective rate of 10.8% for Vista Hills and 10.2% for Carriage Hills, which is
the rate required to equate the present value of the total future cash payments
under the new terms with the carrying amount of the loan at the date of
restructure.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
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,
1996, the Partnership had unrestricted cash of approximately $378,000 compared
to approximately $297,000 at December 31, 1995. Net cash provided by operating
activities increased primarily as a result of the decrease in net loss as
discussed above, in addition to the decrease in escrows for taxes and insurance.
These increases in cash flow for 1996 as compared to 1995 were partially offset
by a decrease in the change related to other liabilities. Net cash used in
investing activities decreased primarily due to reduced expenditures on capital
improvements and reduced receipts from restricted escrows. Net cash used in
financing activities increased due to an increase in principal payments on
mortgage notes payable and the payment of loan costs to Angeles Mortgage
Investment Trust in order to refinance the aforementioned indebtedness.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties 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 $18,774,000 (net of discount) has
maturity dates ranging from November 1997 to December 2003, at which time
$17,898,000 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 within the next six 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.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS X
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996
and 1995
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996
and 1995
Notes to the Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners X
We have audited the accompanying consolidated balance sheet of Angeles Partners
X as of December 31, 1996, and the related consolidated statements of
operations, changes in partners' deficit and cash flows for each of the two
years in the period ended December 31, 1996. 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 consolidated financial position of Angeles Partners X
as of December 31, 1996, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 12, 1997
ANGELES PARTNERS X
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents
Unrestricted $ 378
Restricted--tenant security deposits 56
Accounts receivable 59
Escrows for taxes and insurance 303
Restricted escrows 237
Other assets 421
Investment properties
Land $ 1,386
Buildings and related personal property 18,512
19,898
Less accumulated depreciation (11,917) 7,981
$ 9,435
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 94
Tenant security deposits 56
Accrued taxes 133
Due to affiliate 533
Other liabilities 690
Notes payable 18,774
Partners' Deficit
General partner's $ (275)
Limited partners' (18,635 units
issued and outstanding) (10,570) (10,845)
$ 9,435
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 4,354 $ 4,263
Other income 221 225
Total revenues 4,575 4,488
Expenses:
Operating 1,469 1,507
General and administrative 207 202
Maintenance 553 490
Depreciation 939 890
Interest 1,869 1,928
Property taxes 342 380
Total expenses 5,379 5,397
Net loss $ (804) $ (909)
Net loss allocated to general
partner (1%) $ (8) $ (9)
Net loss allocated to limited
partners (99%) (796) (900)
Net loss $ (804) $ (909)
Net loss per limited
partnership unit $ (42.69) $ (48.28)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 18,714 $ 1 $ 18,714 $ 18,715
Partners' deficit at
December 31, 1994 18,645 $ (257) $ (8,874) $ (9,131)
Distributions (1) -- (1)
Net loss for the year ended
December 31, 1995 -- (9) (900) (909)
Partners' deficit at
December 31, 1995 18,645 (267) (9,774) (10,041)
Net loss for the year ended
December 31, 1996 -- (8) (796) (804)
Abandonment of partnership
units (10) -- -- --
Partners' deficit at
December 31, 1996 18,635 $ (275) $ (10,570) $ (10,845)
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (804) $ (909)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 939 890
Amortization of discounts and loan costs 99 97
Change in accounts:
Restricted cash 13 (4)
Accounts receivable (29) (12)
Escrows for taxes and insurance 114 (72)
Other assets (5) 2
Accounts payable 22 (4)
Tenant security deposit liabilities (14) 2
Accrued taxes (61) (15)
Due to affiliates 132 111
Other liabilities 273 469
Net cash provided by operating activities 679 555
Cash flows from investing activities:
Property improvements and replacements (358) (585)
Deposits to restricted escrows (70) (111)
Receipts from restricted escrows 28 220
Net cash used in investing activities (400) (476)
Cash flows from financing activities:
Payments on mortgage notes payable (184) (165)
Loan costs (14) --
Distributions to partners -- (1)
Net cash used in financing activities (198) (166)
Net increase (decrease) in cash and cash equivalents 81 (87)
Unrestricted cash and cash equivalents at beginning
of year 297 384
Unrestricted cash and cash equivalents at end of year $ 378 $ 297
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,398 $ 1,407
Supplemental disclosure of non-cash financing
activities:
Interest on notes transferred to notes payable $ 493 $ --
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS X
Notes to Consolidated Financial Statements
December 31, 1996
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, 1996, 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.
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.
Restricted Cash - Tenant Security Deposits:
The Partnership requires security deposits from all apartment lessees for the
duration of the lease and considers the deposits to be restricted cash.
Deposits are refunded when the tenant vacates the apartment if there has been no
damage to the unit.
Investment Properties:
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,
approximately $428,000 of the proceeds were designated for "capital
improvement escrows" for certain capital improvements. The balance in the
capital improvement escrows at December 31, 1996, is approximately $2,000.
The capital improvements have been completed. These excess funds will be
returned for property operations in 1997.
RESERVE ACCOUNT - In addition to the Capital Improvement reserves, general
Reserve Accounts of approximately $145,000 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 totaled approximately $235,000 at December 31, 1996.
Loan Costs:
Loan costs of approximately $691,000 with accumulated amortization of
approximately $324,000, included in "Other assets" in the accompanying
consolidated balance sheet at December 31, 1996, are being amortized on a
straight-line basis over the life of the loans.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
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 of $78,000 and $69,000 for the years ended December 31, 1996
and 1995, respectively, are charged to expense as they are incurred and are
included in operating expenses.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - NOTES PAYABLE
The principal terms of notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<capiton>
Monthly Principal Principal
Payment Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
<S> <C> <C> <C> <C> <C>
Mortgages:
Cardinal Woods Apartments
1st mortgage $ 29 7.83% 10/15/03 $ 3,390 $ 3,810
2nd mortgage 1 7.83% 10/15/03 122 122
Greentree
1st mortgage 27 7.83% 10/15/03 3,135 3,523
2nd mortgage 1 7.83% 10/15/03 113 113
Carriage Hills Apartments
1st mortgage 30 9.84% 09/01/98 3,313 3,365
Vista Hills
1st mortgage 34 10.23% 09/01/00 3,567 3,698
Other notes payable:
Angeles Partners X (4) (2) (2) 11/97 501 501
Cardinal Woods
Apartments, Ltd. (1) (3) 12.75% 12/31/03 614 614
Carriage APX (1) (6) 10.2% (7) 09/00 1,432 1,432
Vista APX (1) (6) 10.8% (7) 09/02 1,561 1,561
Vista APX (4) (2) (2) 11/97 150 150
18,889
Less unamortized
discounts at a
rate of 8.13% (5) (115)
Total $ 122 $17,898 $ 18,774
<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) Interest rate buy-downs were exercised for Cardinal Woods and Greentree
when the debt was refinanced. The fees for the interest rate reductions
amounted to $153,000 and are being amortized as a mortgage discount on
the interest method over the life of the loans. The unamortized discount
fees are reflected as a reduction of the notes payable and increase the
effective rate of the debt to 8.13%.
(6) Interest only payments are based on available cash flow.
(7) Debt was restructured effective March 31, 1996.(See below for further
explanation.)
</TABLE>
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided unsecured loans totaling $3,607,000 at December 31, 1996. Interest
expense for these loans was $404,000 and $450,000 for the years ended December
31, 1996 and 1995, respectively. Two of these loans totaling $2,500,000 were
previously secured by two investment properties; however, the second mortgages
were released in 1992 as part of the terms and conditions for refinancing the
first mortgages. Multifamily riders were executed between the Partnership and
the first mortgage holders for Carriage APX and Vista APX, stating that any
subordinated debt must be non-foreclosable 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. In June 1996, but effective March 31, 1996, these loans were
modified, adding non-default accrued interest payable of $493,000 to the loan
balances and waiving accrued, but unpaid, default interest and late charges.
The modified $1,404,000 Carriage APX note matures in September 2000, and
provides for interest at 12% on the original $1,200,000 note amount. The
modified $1,530,000 Vista APX note matures in September 2002, and provides for
interest at 12.5% on the original $1,300,000 note amount. As part of the
modifications, AMIT was granted a first priority lien on the Partnership's 99%
limited partnership interests in the Vista APX and Carriage APX lower-tier
partnerships which own Vista Hills Apartments and Carriage Hills Apartments,
respectively.
The debt restructuring was accounted for as a modification of terms. The total
future cash payments under the restructured loan exceed the carrying value of
the loan as of the date of restructure. Consequently, interest on the
restructured debt is being recorded at an imputed 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 estimated fair value of the Partnership's aggregate mortgage notes payable
approximates its carrying value. 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.
Scheduled principal payments of notes payable subsequent to December 31, 1996,
are as follows (dollar amounts in thousands):
1997 $ 807
1998 3,471
1999 149
2000 5,146
2001 129
Thereafter 9,187
$ 18,889
Mortgages are collateralized by the related property and improvements of the
Partnership. Certain of the mortgage notes impose prepayment penalties if
repaid prior to maturity.
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 and (3) change in rental income received in advance. The following
is a reconciliation of reported net loss and Federal taxable loss (dollar
amounts in thousands):
1996 1995
Net loss as reported $ (804) $ (909)
Add (deduct):
Depreciation differences (54) (124)
Unearned income (61) 10
Amortization (2) 3
Other (22) 24
Federal taxable loss $ (943) $ (996)
Federal taxable loss per
limited partnership unit $ (50.12) $ (52.87)
The following is a reconciliation at December 31, 1996, between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities (in thousands):
Net deficiency - as reported $ (10,845)
Land and buildings 3,706
Accumulated depreciation (7,653)
Syndication fees 2,071
Other 63
Net deficiency - Federal tax basis $ (12,658)
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 1996 and 1995 (dollar amounts in thousands):
1996 1995
Property management fee $ 227 $ 222
Reimbursement for services of affiliates
including $533,000 accrued at
December 31, 1996 152 124
Reimbursements for services of affiliates includes approximately $14,000 in
construction service reimbursements for the year ended December 31, 1996.
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.
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% 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 39% 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 1.3% 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.
However, MAE GP may choose to vote these shares as it deems appropriate in the
future. In addition, Liquidity Assistance, LLC, ("LAC"), 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 126,500 Class A Shares of AMIT at December 31, 1996. As of
February 1, 1997, the number of shares owned by LAC decreased to 96,800. These
Class A Shares entitle LAC to vote approximately 2.2% of the total shares. In
addition, Insignia has engaged and continues to engage in discussions with AMIT
regarding various potential business combinations with affiliates of Insignia.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership, was organized to acquire and hold the obligations evidencing the
working capital 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.
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
December 31, 1996, and December 31, 1995, with monthly interest only payments at
prime plus 2%. These loans mature November 25, 1997. Total interest expense for
this loan was $58,000 and $61,000 for the years ended December 31, 1996 and
1995, respectively. The General Partner will initiate negotiations with AAP
within the next six months and anticipates that these loans will be
restructured. However, there is no assurance that these negotiations will be
successful.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(Dollar amounts in thousands)
<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 $ 3,932 $ 269 $ 4,572 $ 614
Greentree Apartments 3,636 211 3,345 658
Carriage Hills Apartments 3,365 101 3,509 519
Vista Hills Apartments 3,698 805 4,827 468
Other notes payable 4,258 -- -- --
Totals $18,889 $ 1,386 $ 16,253 $ 2,259
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
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>
Cardinal Woods $ 269 $ 5,186 $ 5,455 $ 3,208 09/79 10/30/81 25
Greentree 211 4,003 4,214 3,058 08/74 12/31/81 25
Carriage Hills 101 4,028 4,129 2,365 06/72 07/30/82 25
Vista Hills 805 5,295 6,100 3,286 02/77 08/26/82 25
Totals $ 1,386 $ 18,512 $ 19,898 $ 11,917
</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,
1996 1995
Investment Properties
Balance at beginning of year $ 19,595 $ 19,072
Disposal of property (55) (62)
Property improvements 358 585
Balance at end of year $ 19,898 $ 19,595
Accumulated Depreciation
Balance at beginning of year $ 11,022 $ 10,190
Depreciation expense 939 890
Disposal of property (44) (58)
Balance at end of year $ 11,917 $ 11,022
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is approximately $23,604,000 and $23,245,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995, is approximately $19,570,000 and $18,577,000.
NOTE F - DISTRIBUTIONS
Distributions of $78,000 were made in 1995 by Cardinal Woods, Ltd., the lower
tier partnership. Of these distributions, Angeles Partners X, the Limited
Partner, received $77,000 in 1995 or 99% of the distribution. Angeles Realty
Corporation, the General Partner of Cardinal Woods, Ltd., received $1,000 in
1995 or 1% of the distribution. For the year ended December 31, 1996, there
were no distributions.
NOTE G - ABANDONMENT OF UNITS
In 1996, the number of Limited Partnership Units decreased by 10 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 the 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, 1996, are set forth below.
Name Age Office
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and Secretary
Kelley M. Buechler 39 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 Financial Group, Inc.
("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.
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 to January 1996.
During the five years prior to joining Insignia in 1991, he served in similar
capacities for U. S. Shelter.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994, and
General Counsel and Secretary since July 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 has been Assistant Secretary of Insignia since 1991. During
the five years prior to joining Insignia in 1991, she served in similar
capacities for U. S. Shelter.
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 below in "Item 12, Certain Relationships and
Related Transaction" which is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996, 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.
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 1996 and 1995 (dollar amounts in thousands):
1996 1995
Property management fee $ 227 $ 222
Reimbursement for services of affiliates
including $533,000 accrued at
December 31, 1996 152 124
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.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has
provided unsecured loans totaling $3,607,000 at December 31, 1996. Interest
expense for these loans was $404,000 and $450,000 for the year ended December
31, 1996 and 1995, respectively. Two of these loans totaling $2,500,000 were
previously secured by two investment properties; however, the second mortgages
were released in 1992 as part of the terms and conditions for refinancing the
first mortgages. Multifamily riders were executed between the Partnership and
the first mortgage holders for Carriage APX and Vista APX, stating that any
subordinated debt must be non-foreclosable 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. 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. As part of the modifications, AMIT was
granted a first priority lien on the Partnership's 99% limited partnership
interests in the Vista APX and Carriage APX lower-tier partnerships which own
Vista Hills Apartments and Carriage Hills Apartments, respectively.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% 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 39% 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 1.3% 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.
However, MAE GP may choose to vote these shares as it deems appropriate in the
future. In addition, Liquidity Assistance, LLC, ("LAC"), 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 126,500 Class A Shares of AMIT at December 31, 1996. As of
February 1, 1997, the number of shares owned by LAC decreased to 96,800. These
Class A Shares entitle LAC to vote approximately 2.2% of the total shares. In
addition, Insignia has engaged and continues to engage in discussions with AMIT
regarding various potential business combinations with affiliates of Insignia.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships affiliated with MAE
GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement), have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B Shares on all matters except those involving transactions between AMIT
and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an
officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited
partnership, was organized to acquire and hold the obligations evidencing the
working capital 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.
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
December 31, 1996, and December 31, 1995, 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 $58,000 and $61,000
for the years ended December 31, 1996 and 1995, respectively.
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 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the Partnership has duly 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 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Partnership and
in the capacities and on the date indicated.
/s/ Carroll D. Vinson President March 28, 1997
Carroll D. Vinson
/s/ Robert D. Long, Jr. Controller and Principal March 28, 1997
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 Partnership's former independent accountant
regarding its concurrence with the statements made by the
Partnership is incorporated by reference to the exhibit filed with
Form 8-K dated September 1, 1993.
27 Financial Data Schedule.
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 1996 Year-End 10-KSB and is qualified in its entirety by reference to
such 10-KSB filing.
</LEGEND>
<CIK> 0000317900
<NAME> ANGELES PARTNERS X
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 378
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 19,898
<DEPRECIATION> (11,917)
<TOTAL-ASSETS> 9,435
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,774
0
0
<COMMON> 0
<OTHER-SE> (10,845)
<TOTAL-LIABILITY-AND-EQUITY> 9,435
<SALES> 0
<TOTAL-REVENUES> 4,575
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,379
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,869
<INCOME-PRETAX> (804)
<INCOME-TAX> 0
<INCOME-CONTINUING> (804)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (804)
<EPS-PRIMARY> (42.69)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
