FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] 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 $9,010,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days: Market value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the General Partner's belief
that the aggregate market value of the voting partnership's interest would not
exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 2. DESCRIPTION OF PROPERTIES
Amended to properly disclose debt at the Partnership level and lender's
recourse.
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
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
SCHEDULE OF PROPERTIES (IN THOUSANDS):
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Greentree $ 4,342 $ 3,221 5-25 yrs S/L $ 818
Carriage Hills 4,359 2,595 5-25 yrs S/L 806
Vista Hills 6,109 3,535 5-25 yrs S/L 1,282
$14,810 $ 9,351 $ 2,906
See "Note A" included in "Item 7, Financial Statements" for a description of the
Partnership's depreciation policy.
SCHEDULE OF NOTES PAYABLE (IN THOUSANDS):
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Greentree
1st mortgage $ 3,478 7.83% 28.67 yrs 10/03 $ 3,135
2nd mortgage 113 7.83% (a) 10/03 113
Carriage Hills
1st mortgage 5,400 7.39% 30 yrs 12/04 4,958
Vista Hills
1st mortgage 3,667 10.23% 30 yrs 9/00 3,567
Other notes payable:
Angeles Partners X (b) 1,561 10.82% (a) 9/02 1,561
Vista APX (in default) (b) 150 (c) (a) 11/97 150
14,369
Less unamortized
discount (48)
Total $14,321
<FN>
(a) Interest only payments with a balloon payment at maturity.
(b) Loan provided by Angeles Acceptance Pool, L.P. ("AAP") (see discussion
below).
(c) Interest accrues at the prime interest rate plus 2%.
</FN>
</TABLE>
On November 20, 1997, the Partnership refinanced the debt encumbering Carriage
Hills. The refinancing replaced indebtedness of approximately $4,769,000 with a
new mortgage in the amount of $5,400,000. Payments of approximately
$37,000 are due on the first day of each month until maturity. Total loan costs
related to the refinancing were approximately $116,000.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
provided unsecured loans to the Partnership. Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid. The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage. A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow. In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges. The modified 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% 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
lower-tier partnership which owns Vista Hills Apartments. The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership. This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997. As a result of the repayments and assignment mentioned
above, the Partnership has no outstanding obligations to AMIT at December 31,
1997. Total interest expense on financing provided by AMIT was $387,000 and
$404,000 for the years ended December 31, 1997 and 1996, respectively.
In November 1992, AAP, a Delaware limited partnership, was organized to acquire
and hold the obligations evidencing the working capital loan previously provided
to the Partnership by Angeles Capital Investments, Inc. ("ACII"). Angeles
Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until April
14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a
settlement of claims between affiliates of the General Partner and Angeles, AAD
resigned as general partner of AAP and simultaneously received a 1/2% limited
partner interest in AAP. An affiliate of Angeles now serves as the general
partner of AAP.
This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent. As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. 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. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured; AAP's recourse is limited to the assets of Vista APX. The debt is
non-recourse to the other assets of the Partnership. At this time, the General
Partner does not believe that it is in the Partnership's best interest to fund
Vista APX for this default. Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Greentree $5,307/unit $5,121/unit 98% 97%
Carriage Hills 9,076/unit 8,832/unit 95% 93%
Vista Hills 5,177/unit 5,320/unit 77% 82%
The decrease in average annual 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 lowered rental rates in an attempt to increase occupancy. At
December 31, 1997, occupancy at Vista Hills had increased to 87%.
As noted under "Item 1, Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes 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.
SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:
1997 Taxes 1997 Rate
Greentree $ 36 1.03%
Carriage Hills 125 5.12%
Vista Hills 95 2.83%
PART II
ITEM 7. FINANCIAL STATEMENTS
Amended to properly disclose debt at the Partnership level and lender's
recourse.
ANGELES PARTNERS X
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997
and 1996
Consolidated Statement of Changes in Partners' Deficit - Years ended
December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997
and 1996
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, 1997, 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, 1997. 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
at December 31, 1997, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
February 25, 1998,
except for Note J, as to which the date is
March 17, 1998
ANGELES PARTNERS X
CONSOLIDATED BALANCE SHEET
December 31, 1997
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 1,531
Receivables and deposits 302
Restricted escrows 369
Other assets 331
Investment properties
Land $ 1,117
Buildings and related personal property 13,693
14,810
Less accumulated depreciation (9,351) 5,459
$ 7,992
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 119
Tenant security deposits payable 38
Accrued property taxes 106
Other liabilities 632
Notes payable, including $150 in default 14,321
Partners' Deficit
General partner's $ (253)
Limited partners' (18,625 units
issued and outstanding) (6,971) (7,224)
$ 7,992
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Revenues:
Rental income $ 3,961 $ 4,354
Other income 218 221
Gain on sale of investment property (Note B) 4,831 --
Total revenues 9,010 4,575
Expenses:
Operating 1,857 2,026
General and administrative 179 203
Depreciation 801 939
Interest 1,715 1,869
Property taxes 303 342
Total expenses 4,855 5,379
Income (loss) before extraordinary items 4,155 (804)
Extraordinary loss on early extinguishments
of debt (Notes B and C) (569) --
Extraordinary gain on forgiveness of
debt (Note C) 49 --
Net income (loss) $ 3,635 $ (804)
Net income (loss) allocated to general
partner (1%) $ 36 $ (8)
Net income (loss) allocated to limited
partners (99%) 3,599 (796)
$ 3,635 $ (804)
Net income (loss) per limited partnership unit:
Income (loss) before extraordinary items $ 220.75 $ (42.69)
Extraordinary items (27.62) --
Net income (loss) $ 193.13 $ (42.69)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(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, 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)
Net income for the year ended
December 31, 1997 -- 36 3,599 3,635
Distributions to partners -- (14) -- (14)
Abandonment of partnership units (10) -- -- --
Partners' deficit at
December 31, 1997 18,625 $ (253) $ (6,971) $ (7,224)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 3,635 $ (804)
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Depreciation 801 939
Amortization of discounts and loan costs 90 99
Extraordinary loss on early extinguishments of debt 569 --
Gain on sale of investment property (4,831) --
Extraordinary gain on forgiveness of debt (49) --
Change in accounts:
Receivables and deposits 116 98
Other assets (14) (5)
Accounts payable 25 22
Tenant security deposits payable (18) (14)
Accrued property taxes (27) (61)
Due to affiliate (533) 132
Other liabilities (9) 273
Net cash (used in) provided by operating
activities (245) 679
Cash flows from investing activities:
Property improvements and replacements (435) (358)
Net deposits to restricted escrows (132) (42)
Proceeds from sale of investment property 6,987 --
Net cash provided by (used in) investing
activities 6,420 (400)
Cash flows from financing activities:
Payments on notes payable (158) (184)
Repayment of notes payable (9,762) --
Proceeds from refinancing 5,400 --
Loan costs paid (116) (14)
Distributions to partners (14) --
Debt extinguishment costs (372) --
Net cash used in financing activities (5,022) (198)
Net increase in cash and cash equivalents 1,153 81
Cash and cash equivalents at beginning of year 378 297
Cash and cash equivalents at end of year $ 1,531 $ 378
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,644 $ 1,398
Supplemental disclosure of non-cash financing
activities:
Interest on notes transferred to notes payable $ -- $ 493
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
ANGELES PARTNERS X
Notes to Consolidated Financial Statements
December 31, 1997
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. As of
December 31, 1997, the Partnership operates three residential properties located
in or near major urban areas in the United States. The Partnership's general
partner is Angeles Realty Corporation (the "General Partner" or "ARC"). In
December 1992, 100% of the General Partner's outstanding stock was purchased by
MAE GP Corporation ("MAE GP"), an affiliate of Insignia Financial Group, Inc.
("Insignia"). Effective February 25, 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), which is an affiliate of Insignia. Thus the General
Partner is now a wholly-owned subsidiary of IPT.
Principles of Consolidation:
The consolidated financial statements of the Partnership include its 99% limited
partnership interests in Cardinal Woods Apartments, Ltd., Carriage APX, Ltd. and
Vista APX, Ltd. The Partnership may remove the General Partner of these lower
tiers, therefore, the partnership is controlled and consolidated by the
Partnership. 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 5 to 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.
Tenant Security Deposits:
The Partnership requires security deposits from all lessees for the duration of
the lease, and such deposits are included in receivables and deposits. The
security deposits are refunded when the tenant vacates, provided the tenant has
not damaged its space and is current on its rental payments.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. The Partnership records impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the undiscounted cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.
Restricted Escrows:
Capital Improvement - At the time of the refinancing of Carriage Hills
Apartments' mortgage notes payable during 1997, approximately $159,000 of
the proceeds were designated for "capital improvements escrows" for certain
capital improvements. In addition, approximately $2,000 remains in a
capital improvement escrow for Greentree Apartments at December 31,
1997. The total balance in capital improvement escrows at December 31,
1997, is approximately $161,000.
Reserve Account - In addition to the capital improvement reserves, a general
reserve account was established with the refinancing proceeds for Greentree.
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 Vista
Hills Apartments. Reserve escrows for all properties totaled approximately
$133,000 at December 31, 1997.
Other Escrows - Upon the sale of Cardinal Woods on August 15, 1997, a
"Comfort Sum" deposit escrow was established for $75,000. These funds are
being held back by the purchaser until one year from the date of the sale.
At that time, the funds will be released to the Partnership, provided there
are no outstanding claims with regard to the sale of Cardinal Woods.
Loan Costs:
Loan costs of approximately $436,000 less accumulated amortization of
approximately $173,000, are included in other assets in the accompanying
consolidated balance sheet. Loan costs are amortized as interest expense on a
straight-line basis over the life of the loans.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
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:
The Partnership believes that the carrying amount of its financial instruments
(except for long term debt) approximates their fair value due to the short term
maturity of these instruments. The fair value of the Partnership's long term
debt, after discounting the scheduled loan payments based on estimated borrowing
rates currently available, approximates its carrying balance.
Advertising Costs:
Advertising costs of approximately $69,000 and $78,000 for the years ended
December 31, 1997 and 1996, respectively, are charged to expense as they are
incurred and are included in operating expenses.
Reclassifications:
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE B - DISPOSITION OF RENTAL PROPERTY
On August 15, 1997, Cardinal Woods Apartments located in Cary, North Carolina,
was sold to an unaffiliated party for $7,100,000. After closing expenses of
approximately $113,000, the net proceeds received by the Partnership
were approximately $6,987,000. The Partnership used most of the proceeds from
the sale of the property to pay off the debt encumbering the property. The
first mortgage was approximately $3,782,000 and the second mortgage was
approximately $122,000. Both the first and second mortgages were scheduled to
mature in October 2003. The property was also encumbered by a note payable to
Angeles Mortgage Investment Trust ("AMIT") (see "Note E") of approximately
$588,000. The Partnership also paid off a note payable to Angeles Acceptance
Pool, L.P. ("AAP") (see "Note E") in the amount of approximately $501,000. The
remaining net proceeds were used to establish additional cash reserves for the
Partnership. For financial statement purposes, the sale resulted in a gain of
approximately $4,831,000. The Partnership also recorded an extraordinary loss
on early extinguishment of debt of approximately $539,000, as a result of the
payment of prepayment penalties and the write off of the remaining unamortized
loan costs and debt discount.
NOTE C - NOTES PAYABLE
The principle terms of notes payable are as follows (in thousands):
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Greentree
1st mortgage $ 3,478 $ 27 7.83% 10/03 $ 3,135
2nd mortgage 113 1 7.83% 10/03 113
Carriage Hills Apartments
1st mortgage (a) 5,400 37 7.39% 12/04 4,958
Vista Hills
1st mortgage 3,667 34 10.23% 9/00 3,567
Other notes payable:
Angeles Partners X (d) 1,561 (b) 10.82% (c) 9/02 1,561
Vista APX (in default)(d) 150 (e) (e) 11/97 150
14,369
Less unamortized
discounts at a
rate of 8.13% (f) (48)
Total $ 14,321 $ 99
<FN>
(a) Debt was refinanced effective November 20, 1997 (see below for further
explanation).
(b) Interest only payments are based on available cash flow.
(c) Debt was restructured effective March 31, 1996 (see below for further
explanation).
(d) Loan provided by Angeles Acceptance Pool, L.P. (see "Note E").
(e) Interest only payments at the prime interest rate or the prime interest rate
plus 2%.
(f) An interest rate buy-down was exercised for Greentree when the debt was
refinanced. The fee for the interest rate reductions amounted to $73,700 and
is being amortized as a mortgage discount on the interest method over the
life of the loan. The unamortized discount fees are reflected as a
reduction of the note payable and increase the effective rate of the debt to
8.13%.
</FN>
</TABLE>
At December 31, 1997, Vista APX did not have the means with which to pay its
$150,000 outstanding indebtedness for Angeles Acceptance Pool, L.P., which
matured in November 1997. The loan is unsecured; AAP's recourse is limited to
the assets of Vista APX. The debt is non-recourse to the other assets of the
Partnership. At this time, the General Partner does not believe that it is in
the Partnership's best interest to fund Vista APX for this default.
On November 20, 1997, the Partnership refinanced the mortgage debt encumbering
Carriage Hills Apartments. The refinancing replaced indebtedness of
approximately $4,769,000 with a new mortgage in the amount of $5,400,000 at an
interest rate of 7.39%. The former indebtedness included a first mortgage of
approximately $3,379,000 with an interest rate of 9.84% and a note payable to
AMIT (see "Note E") of approximately $1,432,000 with an interest rate of 10.2%.
Payments on the new debt are due on the first day of each month until the loan
matures on December 1, 2004. Total capitalized loan costs were approximately
$116,000. As a result of the refinancing, the Partnership recognized an
extraordinary loss on early extinguishment of debt of approximately $30,000 due
to the write off of unamortized loan costs and an extraordinary gain on
forgiveness of debt of $49,000 on the AMIT note.
AMIT, a real estate investment trust, provided unsecured loans to the
Partnership. Concurrent with the sale of Cardinal Woods Apartments on August 15,
1997, the Partnership repaid approximately $588,000 to AMIT, and upon the
refinancing of Carriage Hills on November 20, 1997, approximately $1,432,000 was
repaid. The Partnership also has a loan that was previously secured by Vista
Hills Apartments; however, the second mortgage was released in 1992 as part of
the terms and conditions for refinancing the first mortgage. A multifamily rider
was executed between the Partnership and the first mortgage holder for Vista
APX, stating that any subordinated debt must be non-foreclosable and have a
maturity date not less than 2 years beyond the maturity of the refinanced
first mortgage; the agreement also provided for interest to be paid based on
available cash flow. In June 1996, but effective March 31, 1996, this loan was
modified, adding non-default accrued interest payable to the loan balance and
waiving accrued, but unpaid, default interest and late charges. The modified
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% 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 lower-tier partnership which owns Vista Hills
Apartments. The lender's recourse is limited to the assets of Vista APX; the
debt is non-recourse to the assets of the Partnership. This loan, with a
carrying amount of approximately $1,561,000 plus accrued interest of
approximately $325,000, was assigned to AAP on December 31, 1997. As a result
of the repayments and assignment mentioned above, the Partnership has no
outstanding obligations to AMIT at December 31, 1997. Total interest expense on
financing provided by AMIT was $387,000 and $404,000 for the years ended
December 31, 1997 and 1996, respectively.
Scheduled principal payments of notes payable subsequent to December 31, 1997,
are as follows (in thousands):
1998 $ 284
1999 146
2000 3,711
2001 126
2002 1,697
Thereafter 8,405
$14,369
The mortgage notes payable are nonrecourse and are secured by a pledge of the
respective properties and by a pledge of revenues from operations of the
respective properties. Certain of the mortgage notes impose prepayment penalties
if repaid prior to maturity.
NOTE D - 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.
The following is a reconciliation of reported net income (loss) and Federal
taxable income (loss) (in thousands):
1997 1996
Net income (loss) as reported $ 3,635 $ (804)
Add (deduct):
Depreciation differences 360 (54)
Unearned income 8 (61)
Amortization (2) (2)
Gain on sale 1,081 --
Other -- (22)
Federal taxable income (loss) $ 5,082 $ (943)
Federal taxable income (loss)
per limited partnership unit $ 235.26 $ (50.12)
The following is a reconciliation at December 31, 1997, between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities (in thousands):
Net deficiency - as reported $ (7,224)
Land and buildings 2,596
Accumulated depreciation (5,149)
Syndication fees 2,071
Other 112
Net deficiency - Federal tax basis $ (7,594)
NOTE E - 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 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in operating expenses) $ 216 $ 227
Reimbursement for services of affiliates including,
$16,000 and $14,000 of construction service reimbursement
in 1997 and 1996, respectively (included in investment
properties and general and administrative and operating
expenses) 142 152
Additionally, the Partnership paid approximately $87,000 to affiliates of
Insignia for reimbursements of costs related to the sale of Cardinal Woods
Apartments in August of 1997 and $26,000 for reimbursements of costs related to
the refinancing of Carriage Hills in November of 1997. The refinancing costs
were capitalized as loan costs and are being amortized over the term of the
loan.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who received payment on these obligations from the agent. The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.
AMIT provided unsecured loans to the Partnership. Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid. The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage. A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow. In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges. The modified 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% 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
lower-tier partnership which owns Vista Hills Apartments. The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership. This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997. As a result of the repayments and assignment mentioned above, the
Partnership has no outstanding obligations to AMIT at December 31, 1997. Total
interest expense on financing provided by AMIT was $387,000 and $404,000 for the
years ended December 31, 1997 and 1996, respectively.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of
AMIT. The terms of the Class B shares provide that they are convertible, in
whole or in part, into Class A Common Shares of AMIT 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 agreed not to convert the
Class B shares so long as AMIT's option is outstanding). These Class B Shares
entitle the holder 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 agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder 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 such shares would approximate 1.3% 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 which were
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. 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 grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant
to the irrevocable proxy) the Class B shares (as a single block) in the same
manner as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
Enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement, option and
irrevocable proxy described in the two preceding paragraphs. Neither MAE GP nor
MAE has exerted and intends to exert any management control over or participate
in the management of AMIT. However, subject to the terms of the proxy described
below, MAE may choose to vote the Class B shares as it deems appropriate in the
future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (affiliates of which provide property management and partnership
administration services to the Partnership), owned 96,800 Class A shares of AMIT
at December 31, 1997. These Class A shares represent approximately 2.2% of the
total voting power 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
IPT, an entity then owned 98% by Insignia and its affiliates. 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 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
In November 1992, AAP, a Delaware limited partnership, was organized to acquire
and hold the obligations evidencing the working capital loan previously provided
to the Partnership by Angeles Capital Investments, Inc. ("ACII"). Angeles
Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance
Directives, Inc.("AAD"), an affiliate of the General Partner, was, until
April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a
settlement of claims between affiliates of the General Partner and Angeles, AAD
resigned as general partner of AAP and simultaneously received a 1/2% limited
partner interest in AAP. An affiliate of Angeles now serves as the general
partner of AAP.
This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent. As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. 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. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured; AAP's recourse is limited to the assets of Vista APX. The debt is
non-recourse to the other assets of the Partnership. At this time, the General
Partner does not believe that it is in the Partnership's best interest to fund
Vista APX for this default. Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(IN THOUSANDS)
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Greentree Apartments $ 3,591 $ 211 $ 3,345 $ 786
Carriage Hills Apartments 5,400 101 3,509 749
Vista Hills Apartments 3,667 805 4,827 477
Other notes payable 1,711 -- -- --
Totals $14,369 $ 1,117 $ 11,681 $ 2,012
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And Related
Personal Accumulated Date of Date Depreciation
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Greentree $ 211 $ 4,131 $ 4,342 $ 3,221 08/74 12/31/81 5-25
Carriage Hills 101 4,258 4,359 2,595 06/72 07/30/82 5-25
Vista Hills 805 5,304 6,109 3,535 02/77 08/26/82 5-25
Totals $ 1,117 $ 13,693 $14,810 $ 9,351
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 19,898 $ 19,595
Dispositions of property (5,523) (55)
Property improvements 435 358
Balance at end of year $ 14,810 $ 19,898
Accumulated Depreciation
Balance at beginning of year $ 11,917 $ 11,022
Depreciation expense 801 939
Dispositions of property (3,367) (44)
Balance at end of year $ 9,351 $ 11,917
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is approximately $17,406,000 and $23,604,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996, is approximately $14,500,000 and $19,570,000.
NOTE G - DISTRIBUTIONS
During the year ended December 31, 1997, distributions of $1,394,000 were made
by Cardinal Woods Apartments, Ltd., a lower-tier partnership. Of these
distributions, Angeles Partners X, the Limited Partner, received $1,380,000, or
99% of the distribution. Angeles Realty Corporation, the General Partner of
Cardinal Woods Apartments, Ltd., received $14,000 or 1% of the distribution. For
the year ended December 31, 1996, there were no distributions.
NOTE H - ABANDONMENT OF UNITS
In 1997 and 1996, the number of Limited Partnership Units decreased by 10 each
year 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
income or loss for that year. The net income (loss) per limited partnership
unit is calculated based on the number of units outstanding at the beginning of
the year.
NOTE I - CONTINGENCY
On January 20, 1995 an employee at Vista Hills Apartments ("Plaintiff")
allegedly sustained personal injuries during the ordinary course of business.
The Plaintiff alleges that his employment was thereafter terminated in
retaliation for his having filed a workers compensation claim. Plaintiff seeks
compensatory and punitive damages. The General Partner cannot predict the
outcome of this proceeding or the range of settlement for the Plaintiff, if
settled in favor of Plaintiff; however, the General Partner believes that this
claim is without merit and intends to vigorously defend it.
NOTE J - SUBSEQUENT EVENT
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the General
Partner of the Partnership.
PART III
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 1997 and 1996 (in thousands):
1997 1996
Property management fees $ 216 $ 227
Reimbursement for services of affiliates
including, $16,000 and $14,000 of construct-
ion service reimbursements in 1997 and
1996, respectively 142 152
Additionally, the Partnership paid approximately $87,000 to affiliates of
Insignia for reimbursements of costs related to the sale of Cardinal Woods
Apartments in August of 1997 and $26,000 for reimbursements of costs related to
the refinancing of Carriage Hills in November of 1997. The refinancing costs
were capitalized as loan costs and are being amortized over the term of the
loans.
For the period from January 1, 1996, to August 31, 1997, the Partnership insured
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 master policy. The
agent assumed the financial obligations to the affiliate of the General Partner
who received payment on these obligations from the agent. The amount of the
Partnership's insurance premiums that accrued to the benefit of the affiliate of
the General Partner by virtue of the agent's obligations was not significant.
AMIT provided unsecured loans to the Partnership. Concurrent with the sale of
Cardinal Woods Apartments on August 15, 1997, the Partnership repaid
approximately $588,000 to AMIT, and upon the refinancing of Carriage Hills on
November 20, 1997, approximately $1,432,000 was repaid. The Partnership also
has a loan that was previously secured by Vista Hills Apartments; however, the
second mortgage was released in 1992 as part of the terms and conditions for
refinancing the first mortgage. A multifamily rider was executed between the
Partnership and the first mortgage holder for Vista APX, stating that any
subordinated debt must be non-foreclosable and have a maturity date not less
than 2 years beyond the maturity of the refinanced first mortgage; the agreement
also provided for interest to be paid based on available cash flow. In June
1996, but effective March 31, 1996, this loan was modified, adding non-default
accrued interest payable to the loan balance and waiving accrued, but unpaid,
default interest and late charges. The modified 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% 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
lower-tier partnership which owns Vista Hills Apartments. The lender's recourse
is limited to the assets of Vista APX; the debt is non-recourse to the assets of
the Partnership. This loan, with a carrying amount of approximately $1,561,000
plus accrued interest of approximately $325,000, was assigned to AAP on December
31, 1997. As a result of the repayments and assignment mentioned above, the
Partnership has no outstanding obligations to AMIT at December 31, 1997. Total
interest expense on financing provided by AMIT was $387,000 and $404,000 for the
years ended December 31, 1997 and 1996, respectively.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B shares provide that they are convertible, in whole or in
part, into Class A Common Shares of AMIT 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 agreed not to convert the Class B
shares so long as AMIT's option is outstanding). These Class B Shares entitle
the holder 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 agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B shares is also entitled to vote on the same basis as the holders of Class A
shares, providing the holder 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 such shares would approximate 1.3% 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 which were
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. 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 grant of the option and as part of the settlement, MAE
GP also executed an irrevocable proxy in favor of AMIT, which provides that the
holder of the Class B shares is permitted to vote those 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. With
respect to such matters, the trustees of AMIT are required to vote (pursuant to
the irrevocable proxy) the Class B shares (as a single block) in the same manner
as a majority of the Class A shares are voted (to be determined without
consideration of the votes of "Excess Class A Shares" (as defined in Section
6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B shares (in November 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. In February 1998, MAE GP was merged into Insignia
Properties Trust("IPT"), and in connection with that merger, MAE GP dividended
all of the Class B shares to its sole stockholder, Metropolitan Asset
enhancement, L.P. ("MAE"). As a result, MAE, as the holder of the Class B
shares, is now subject to the terms of the settlement agreement,
option and irrevocable proxy described in the two preceding paragraphs. Neither
MAE GP nor MAE has exerted and intends to exert any management control over or
participate in the management of AMIT. However, subject to the terms of the
proxy described below, MAE may choose to vote the Class B shares as it deems
appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (which provides property management and partnership administration
services to the Partnership), owned 96,800 Class A shares of AMIT at December
31, 1997. These Class A shares represent approximately 2.2% of the total voting
power 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
IPT, an entity then owned 98% by Insignia and its affiliates. 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 and dividends paid by IPT from February 1,
1997. It is anticipated that Insignia and its affiliates (including MAE) would
own approximately 57% of post-merger IPT when this transaction is consummated.
In November 1992 AAP was organized to acquire and hold the obligations
evidencing the working capital loan previously provided to the Partnership by
ACII. Angeles is the 99% limited partner of AAP and AAD, an affiliate of the
General Partner, was, until April 14, 1995, the 1% general partner of AAP. On
April 14, 1995, as part of a settlement of claims between affiliates of the
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a 1/2% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP.
This working capital loan funded Vista APX's operating deficits in prior years.
Total indebtedness, which is included as a note payable, was $150,000 and
$651,000 at December 31, 1997, and December 31, 1996, respectively, with
interest accruing at prime plus two percent. As a result of the sale of
Cardinal Woods Apartments on August 15, 1997, $501,000 of the then outstanding
debt to AAP was repaid. 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. Upon maturity, Vista APX did not have
the means with which to satisfy the maturing debt obligation. The loan is
unsecured and is non-recourse to the Partnership. At this time, the General
Partner does not believe that it is in the Partnership's best interest to fund
Vista APX for this default. Total interest expense for these loans was $44,000
and $58,000 for the twelve months ended December 31, 1997 and 1996,
respectively.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
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 and Director
Date: May 20, 1998
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/ Carroll D. Vinson President and Director May 20, 1998
Carroll D. Vinson
/s/ Robert D. Long, Jr. Vice President and Chief May 20, 1998
Robert D. Long, Jr. Accounting Officer
