FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from.........to.........
Commission file number 0-10304
ANGELES PARTNERS X
(Exact name of small business issuer as specified in its charter)
California 95-3557899
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES PARTNERS X
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 1,400
Receivables and deposits 282
Restricted escrows 387
Other assets 304
Investment properties:
Land $ 1,117
Buildings and related personal property 13,836
14,953
Less accumulated depreciation (9,667) 5,286
$ 7,659
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 89
Tenant security deposit liabilities 38
Accrued property taxes 78
Other liabilities 682
Notes payable, including $150 in default 14,257
Partners' Deficit
General partner's $ (261)
Limited partners' (18,625 units
issued and outstanding) (7,224) (7,485)
$ 7,659
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 789 $ 1,061 $ 1,563 $ 2,117
Other income 59 52 99 115
Total revenues 848 1,113 1,662 2,232
Expenses:
Operating 362 475 714 926
General and administrative 53 43 93 84
Depreciation 158 221 316 439
Interest 321 472 643 942
Property taxes 80 101 152 202
Total expenses 974 1,312 1,918 2,593
Net loss $ (126) $ (199) $ (256) $ (361)
Net loss allocated to
general partner (1%) $ (1) $ (2) $ (3) $ (4)
Net loss allocated to
limited partners (99%) (125) (197) (253) (357)
$ (126) $ (199) $ (256) $ (361)
Net loss per limited
partnership unit $ (6.71) $(10.57) $(13.58) $(19.16)
Limited partnership units
outstanding 18,625 18,635 18,625 18,635
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 18,714 $ 1 $18,714 $18,715
Partners' deficit at
December 31, 1997 18,625 $ (253) $(6,971) $(7,224)
Distributions to partners -- (5) -- (5)
Net loss for the six months
ended June 30, 1998 -- (3) (253) (256)
Partners' deficit at
June 30, 1998 18,625 $ (261) $(7,224) $(7,485)
See Accompanying Notes to Consolidated Financial Statements
d)
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net loss $ (256) $ (361)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 316 439
Amortization of discounts and loan costs 28 51
Change in accounts:
Receivables and deposits 20 150
Other assets 18 (43)
Accounts payable (30) (12)
Tenant security deposit liabilities -- 2
Accrued property taxes (28) (7)
Due to affiliate -- 46
Other liabilities 50 205
Net cash provided by operating activities 118 470
Cash flows from investing activities:
Property improvements and replacements (143) (224)
Net deposits to restricted escrows (18) (20)
Net cash used in investing activities (161) (244)
Cash flows from financing activities:
Payments on notes payable (66) (98)
Loan costs paid (17) --
Distributions to partners (5) --
Net cash used in financing activities (88) (98)
Net (decrease) increase in cash and cash equivalents (131) 128
Cash and cash equivalents at beginning of period 1,531 378
Cash and cash equivalents at end of period $1,400 $ 506
Supplemental disclosure of cash flow information:
Cash paid for interest $ 527 $ 688
See Accompanying Notes to Consolidated Financial Statements
e)
ANGELES PARTNERS X
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements for Angeles
Partners X (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Angeles Realty Corporation (the "General Partner"), all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 1998, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997.
Reclassifications
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
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 partnerships are 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.
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 C") of approximately $588,000. The
Partnership also paid off a note payable to Angeles Acceptance Pool, L.P.
("AAP") (see "Note C") in the amount of approximately $501,000. The remaining
net proceeds were used to establish additional cash reserves for the
Partnership.
NOTE C - 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.
Prior to February 25, 1998, the General Partner was wholly-owned by MAE GP
Corporation ("MAE GP"), an affiliate of Insignia Financial Group ("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. The Partnership Agreement provides for certain
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 for the six month periods
ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating expenses) $ 83 $115
Reimbursement for services of affiliates (included in
general and administrative expenses) 50 49
In addition, the Partnership paid approximately $1,000 and $10,000 during the
six month periods ended June 30, 1998 and 1997, respectively, to an affiliate of
the General Partner for construction oversight reimbursements related to capital
improvements and major repair projects. Construction oversight reimbursements
are included in operating expenses and investment properties. The Partnership
also paid approximately $4,000 during the six month period ended June 30, 1998
to an affiliate of the General Partner for reimbursements of costs related to
the loan refinancing at Carriage Hills in November of 1997. These costs were
capitalized as loan costs and are being amortized over the term of the loan.
For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 which 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October 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.
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 modification, AMIT was
granted a first priority lien on the Partnership's 99% limited partnership
interest 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 other 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 June 30, 1998. Total interest expense on
financing provided by AMIT was approximately $212,000 for the six months ended
June 30, 1997.
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 on the basis of one Class A Share for every 49
Class B Shares (however, in connection with the settlement agreement described
in the following paragraph, MAE GP has agreed not to convert the Class B Shares
so long as AMIT's option is outstanding). These Class B Shares entitle 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 execution 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 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 or has any current
intention 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 or otherwise exercise its rights as a
shareholder of AMIT 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 June 30,
1998. 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, which was 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 affiliates (including MAE) would own
approximately 57% of post-merger IPT if this transaction is consummated.
In November 1992, AAP, a Delaware limited partnership which now controls the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), which is wholly-
owned by IPT, 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 .5% 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 June 30, 1998, and June 30, 1997, 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. The remaining Vista APX note payable became due 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. Subsequent to June 30, 1998, the General Partner negotiated a
settlement with AAP, whereby the Partnership paid AAP $30,000, and the remainder
of the debt owed AAP, including the $1,561,000 note previously assigned to AAP
by AMIT, was forgiven. Total interest expense for these loans and for the
$1,561,000 note assigned to AAP by AMIT on December 31, 1997 was approximately
$89,000 and $29,000 for the six months ended June 30, 1998 and 1997,
respectively.
During August 1998, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in five real estate limited
partnerships (including the Partnership) in which various Insignia affiliates
act as general partner. The Purchaser offered to purchase up to 8,000 of the
outstanding units of limited partnership interest in the Partnership, at $150
per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 13, 1998 (the "Offer
to Purchase"). Because of the existing and potential future conflicts of
interest (described in the Partnership's Statements on Schedule 14D-9 filed with
the Securities and Exchange Commission on August 13, 1998), neither the
Partnership nor the General Partner expressed any opinion as to the Offer to
Purchase and made no recommendation as to whether unit holders should tender
their units in response to the Offer to Purchase. In addition, because of these
conflicts of interest, the manner in which the purchaser votes its limited
partner interest in the Partnership may not always be consistent with the best
interests of the other limited partners.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's remaining investment properties consist of three apartment
complexes. The following table sets forth the average occupancy of the
properties for the six month periods ended June 30, 1998, and 1997:
Average
Occupancy
Property 1998 1997
Greentree Apartments
Mobile, Alabama 96% 98%
Carriage Hills Apartments
East Lansing, Michigan 94% 94%
Vista Hills Apartments
El Paso, Texas 82% 74%
The General Partner attributes the increase in occupancy at Vista Hills to
effective marketing and improved market conditions.
The Partnership realized net losses for the six month periods ended June 30,
1998 and 1997, of approximately $256,000 and $361,000, respectively. The
Partnership's net loss for the three months ended June 30, 1998 was
approximately $126,000 compared to a net loss of approximately $199,000 for the
three months ended June 30, 1997. Total revenues and expenses were reduced for
the three and six month periods ended June 30, 1998 as compared to the
corresponding periods in 1997 due to the sale of Cardinal Woods on August 15,
1997. Cardinal Woods Apartments, located in Cary, North Carolina, was sold to an
unaffiliated party for $7,100,000. The Partnership used a portion of the
proceeds from the sale of the property to pay off the debt encumbering the
property. After closing expenses of approximately $113,000, and the payoff of
the debt encumbering the property, the net proceeds received by the Partnership
were approximately $1,994,000. The net proceeds were used to establish
additional cash reserves for the Partnership.
Excluding the operations of Cardinal Woods, which was sold in 1997, the net loss
for the six months ended June 30, 1998 decreased approximately $193,000,
primarily due to increased revenues and reduced interest expense. Rental
revenue at the remaining properties increased by approximately $69,000 due to
increased occupancy and lower rental concessions at Vista Hills. Other income
increased as a result of increased interest income due to higher average cash
balances resulting from cash received from the sale of Cardinal Woods. Interest
expense excluding Cardinal Woods decreased by approximately $133,000 due to the
refinance of Carriage Hill's debt at a lower interest rate and the payoff of
other notes payable with proceeds received from the sale of Cardinal Woods.
Included in operating expenses for the six months ended June 30, 1998 was
approximately $32,000 for major repairs and maintenance, which was comprised
primarily of landscaping and exterior building repairs. For the six months
ended June 30, 1997, approximately $40,000 was spent for major repairs and
maintenance, primarily made up of tennis court repairs, exterior building
repairs, parking lot repairs and landscaping.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At June 30, 1998, the Partnership held cash and cash equivalents of
approximately $1,400,000 compared to approximately $506,000 at June 30, 1997.
The net decrease in cash and cash equivalents for the six months ended June 30,
1998 was approximately $131,000 compared to a net increase of approximately
$128,000 for the six month period ended June 30, 1997. Net cash provided by
operating activities decreased primarily due to the decrease in cash provided by
receivables and deposits and other liabilities related to the timing of
payments. Net cash used in investing activities decreased primarily due to
decreased property improvements and replacements. Net cash used in financing
activities decreased primarily due to lower principal payments on notes payable
due to the sale of Cardinal Woods. This decrease was partially offset by loan
costs paid during the six months ended June 30, 1998 related to the refinancing
at Carriage Hills in November of 1997.
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 C") 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. Through June 30, 1998, total capitalized loan costs
were approximately $133,000.
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 various properties to adequately maintain the
physical assets and other operating needs of the Partnership. After the sale of
Cardinal Woods and the refinance of Carriage Hills, the Partnership's
outstanding indebtedness of $14,257,000 (net of discount) has maturity dates
ranging from November 1997 to December 2004, with balloon payments due at
maturity. Net cash proceeds from the sale of Cardinal Woods were used to
establish additional cash reserves for the Partnership. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and the availability of cash reserves. There were
no distributions to the limited partners during the six months ended June 30,
1998 or 1997. Currently the General Partner does not anticipate making any
distributions during 1998.
Vista APX currently does not have the means with which to pay its $150,000
outstanding indebtedness to AAP, 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. Subsequent to June 30,
1998, the General Partner negotiated a settlement with AAP, whereby the
Partnership paid AAP $30,000, and the remainder of the debt owed AAP, including
the $1,561,000 note previously assigned to AAP by AMIT, was forgiven.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates, as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, the plaintiffs have filed an amended complaint. The
General Partner believes the action to be without merit, and intends to
vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition or operations of
the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is attached as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS X
By: Angeles Realty Corporation
Its General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President
and Chief Accounting Officer
Date: August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Partners X 1998 Second Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000317900
<NAME> ANGELES PARTNERS X
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,400
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,953
<DEPRECIATION> 9,667
<TOTAL-ASSETS> 7,659
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 14,257
0
0
<COMMON> 0
<OTHER-SE> (7,485)
<TOTAL-LIABILITY-AND-EQUITY> 7,659
<SALES> 0
<TOTAL-REVENUES> 1,662
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,918
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 643
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (256)
<EPS-PRIMARY> (13.58)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
