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 September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-10304
ANGELES PARTNERS X
(Exact name of small business issuer as specified in its charter)
California 95-3557899
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO 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 Partnership 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
(in thousands, except unit data)
(Unaudited)
September 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 407
Receivables and deposits 91
Restricted escrows 76
Other assets 246
Investment properties:
Land $ 312
Buildings and related personal property 9,454
9,766
Less accumulated depreciation (6,971) 2,795
$ 3,615
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 99
Tenant security deposit liabilities 12
Accrued property taxes 41
Other liabilities 177
Mortgage notes payable 8,672
Partners' Deficit
General partners $ (245)
Limited partners (18,625 units issued and
outstanding) (5,141) (5,386)
$ 3,615
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
b)
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
September 30, September 30,
2000 1999 2000 1999
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 566 $ 574 $ 1,711 $ 1,862
Other income 44 49 148 140
Gain on sale of investment
property -- -- -- 2,673
Total revenues 610 623 1,859 4,675
Expenses:
Operating 266 245 717 817
General and administrative 103 50 184 157
Depreciation 110 112 337 354
Interest 176 178 510 599
Property taxes 46 47 143 162
Total expenses 701 632 1,891 2,089
(Loss) income before
extraordinary item (91) (9) (32) 2,586
Extraordinary loss on early
extinguishment of debt -- -- -- (66)
Net (loss) income $ (91) $ (9) $ (32) $ 2,520
Net (loss) income allocated to
general partner $ (1) $ -- $ -- $ 184
Net (loss) income allocated to
limited partners (90) (9) (32) 2,336
$ (91) $ (9) $ (32) $ 2,520
Net (loss) income per limited partnership
unit:
(Loss) income before extraordinary
item $ (4.83) $ (.48) $ (1.72) $128.96
Extraordinary item -- -- -- (3.54)
Net (loss) income $ (4.83) $ (.48) $ (1.72) $125.42
Distribution per limited partnership
unit $ -- $ 77.10 $ 34.52 $ 77.10
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
c)
ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 18,714 $ 1 $18,714 $18,715
Partners' deficit at
December 31, 1999 18,625 $ (238) $(4,466) $(4,704)
Distribution to partners -- (7) (643) (650)
Net loss for the nine months
ended September 30, 2000 -- -- (32) (32)
Partners' deficit
at September 30, 2000 18,625 $ (245) $(5,141) $(5,386)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
d)
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net (loss) income $ (32) $ 2,520
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 337 354
Amortization of discounts and loan costs 25 35
Extraordinary loss on early extinguishment of debt -- 66
Gain on sale of investment property -- (2,673)
Change in accounts:
Receivables and deposits 150 87
Other assets (38) (36)
Accounts payable 78 (129)
Tenant security deposit liabilities 5 (24)
Accrued property taxes 31 (60)
Other liabilities 41 (77)
Net cash provided by operating activities 597 63
Cash flows from investing activities:
Property improvements and replacements (429) (154)
Net withdrawals from restricted escrows 14 288
Proceeds from sale of investment property -- 5,054
Net cash (used in) provided by investing activities (415) 5,188
Cash flows from financing activities:
Payments on mortgage notes payable (83) (86)
Distributions to partners (780) (1,610)
Repayment of mortgage notes payable -- (3,627)
Prepayment penalty -- (39)
Net cash used in financing activities (863) (5,362)
Net decrease in cash and cash equivalents (681) (111)
Cash and cash equivalents at beginning of period 1,088 1,283
Cash and cash equivalents at end of period $ 407 $ 1,172
Supplemental disclosure of cash flow information:
Cash paid for interest $ 462 $ 595
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
e)
ANGELES PARTNERS X
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Angeles Partners
X (the "Partnership" or "Registrant") 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 nine
month periods ended September 30, 2000, are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. 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 year
ended December 31, 1999.
Principles of Consolidation
The consolidated financial statements include all the accounts of the
Partnership and its 99% limited partnership interests in Cardinal Woods
Apartments, Ltd., Carriage AP X Ltd. and Vista AP X, Ltd. The General Partner of
the consolidated partnerships is Angeles Realty Corporation. Angeles Realty
Corporation may be removed as the general partner of the consolidated
partnership by the Registrant; therefore, the consolidated partnerships are
controlled and consolidated by the Registrant. All significant interpartnership
balances have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
Note C - Disposition of Investment Property
On March 1, 1999, Vista Hills Apartments, located in El Paso, Texas, was sold to
an unaffiliated third party for $5,150,000. After closing expenses of
approximately $96,000 the net proceeds received by the Partnership were
approximately $5,054,000. The Partnership used most of the proceeds from the
sale of the property to pay off the debt encumbering the property of
approximately $3,627,000. The sale of the property resulted in a gain on sale of
investment property of approximately $2,673,000 and a loss on early
extinguishment of debt of approximately $66,000 consisting of a prepayment
penalty and the write off of unamortized loan costs. Revenues from Vista Hills
Apartments included in the accompanying consolidated statements of operations
were approximately $166,000 for the nine months ended September 30, 1999.
<PAGE>
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 (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. The following payments were paid or accrued to the
General Partner and its affiliates for the nine months ended September 30, 2000
and 1999:
2000 1999
(in thousands)
Property management fees (included in operating
expenses) $ 92 $103
Reimbursement of services of affiliates
(included in operating, general and administrative
expenses and investment properties) 146 60
Incentive distribution to General Partner -- 155
During the nine months ended September 30, 2000 and 1999, affiliates of the
General Partner were entitled to receive 5% of gross receipts from the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $92,000 and $103,000 for the
nine months ended September 30, 2000 and 1999, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $146,000 and $60,000 for the
nine months ended September 30, 2000 and 1999, respectively. Included in the
expenses for the nine months ended September 30, 2000, is approximately $44,000,
in reimbursements for construction oversight costs. No such costs were incurred
for the nine months ended September 30, 1999.
In connection with the sale of the Vista Hills Apartments, the General Partners
were entitled to and were paid an Incentive Distribution of approximately
$155,000 during the nine months ended September 30, 1999.
Pursuant to the Partnership Agreement, the General Partner is entitled to
receive a distribution equal to 4% of the aggregate disposition price of sold
properties. The Partnership paid a distribution of $154,000 to the General
Partner related to the sale of Vista Hills Apartments in 1999. This distribution
is subordinate to the limited partners receiving their original capital
contributions plus a cumulative preferred return of 6% per annum of their
adjusted capital investment, as defined in the Partnership Agreement. If the
limited partners have not received these returns when the Partnership
terminates, the General Partner will return this amount to the Partnership.
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates currently own 9,602 limited partnership
units in the Partnership representing 51.55% of the outstanding units. A number
of these units were acquired pursuant to tender offers made by AIMCO or its
affiliates. It is possible that AIMCO or its affiliates will make one or more
additional offers to acquire additional limited partnership interests in the
Partnership for cash or in exchange for units in the operating partnership of
AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are entitled to take action with respect to a variety of matters, which
would include without limitation, voting on certain amendments to the
Partnership Agreement and voting to remove the General Partner. As a result of
its ownership of 51.55% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the General Partner because of their
affiliation with the General Partner.
Note E - Distributions
Cash distributions of approximately $780,000 were paid to the partners during
the nine months ended September 30, 2000, $130,000 of which was related to a
payable at December 31, 1999. The remaining $650,000 (approximately $643,000, of
which was paid to the limited partners, $34.52 per limited partnership unit) was
paid from operations. A distribution of approximately $1,610,000 (approximately
$1,436,000 to the limited partners or $77.10 per limited partnership unit) was
paid from both sales proceeds from the sale of Vista Hills Apartments and
operations of the Partnership during the nine months ended September 30, 1999.
The distribution from surplus funds included approximately $155,000 which was
paid to the General Partner as an incentive distribution upon the sale of the
Vista Hills Apartments.
Note F - Segment Information
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Registrant's residential property segment consists of two apartment complexes,
one each located in Alabama and Michigan. The Partnership rents apartment units
to tenants for terms that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
<PAGE>
Segment information for the three and nine months ended September 30, 2000 and
1999, is shown in the tables below. The "Other" column includes Partnership
administration related items and income and expense not allocated to the
reportable segment.
Three Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 566 $ -- $ 566
Other income 43 1 44
Interest expense 176 -- 176
Depreciation 110 -- 110
General and administrative expense -- 103 103
Segment profit (loss) 11 (102) (91)
Nine Months Ended September 30, 2000 Residential Other Totals
(in thousands)
Rental income $ 1,711 $ -- $ 1,711
Other income 136 12 148
Interest expense 510 -- 510
Depreciation 337 -- 337
General and administrative expense -- 184 184
Segment profit (loss) 140 (172) (32)
Total assets 3,520 95 3,615
Capital expenditures for
investment properties 429 -- 429
Three Months Ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 574 $ -- $ 574
Other income 39 10 49
Interest expense 178 -- 178
Depreciation 112 -- 112
General and administrative expense -- 50 50
Segment profit (loss) 31 (40) (9)
<PAGE>
Nine Months Ended September 30, 1999 Residential Other Totals
(in thousands)
Rental income $ 1,862 $ -- $1,862
Other income 101 39 140
Interest expense 599 -- 599
Depreciation 354 -- 354
General and administrative expense -- 157 157
Gain on sale of investment property 2,673 -- 2,673
Extraordinary loss on early
extinguishment of debt (66) -- (66)
Segment profit (loss) 2,638 (118) 2,520
Total assets 3,925 496 4,421
Capital expenditures for
investment properties 154 -- 154
Note G - 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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
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 filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussions of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the Partnership's properties
for the nine months ended September 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Greentree Apartments 98% 99%
Mobile, Alabama
Carriage Hills Apartments 93% 94%
East Lansing, Michigan
Results of Operations
The Registrant's net losses for the three and nine months ended September 30,
2000 were approximately $91,000 and $32,000, respectively, as compared to a net
loss of approximately $9,000 and net income of approximately $2,520,000 for the
three and nine months ended September 30, 1999, respectively. The decrease in
net income for the nine months ended September 30, 2000 is primarily
attributable to a decrease in total revenues resulting from the gain on sale of
investment property recognized during 1999 from the sale of Vista Hill
Apartments. The gain recognized in 1999 was partially offset by the loss on
early extinguishment of debt recognized upon the sale of the property. On March
1, 1999, Vista Hills Apartments, located in El Paso, Texas, was sold to an
unaffiliated third party for $5,150,000. After closing expenses of approximately
$96,000, the net proceeds received by the Partnership were approximately
$5,054,000. The Partnership used most of the proceeds from the sale of the
property to pay off the debt encumbering the property of approximately
$3,627,000. The sale of the property resulted in a gain on sale of investment
property of approximately $2,673,000 and a loss on early extinguishment of debt
of approximately $66,000 consisting of a prepayment penalty and the write-off of
unamortized loan costs.
Excluding the impact of the sale of Vista Hills Apartments and the property's
operating results for 1999, there was a net loss for the nine months ended
September 30, 2000 of approximately $32,000 compared to net income of
approximately $28,000 for the comparable period in 1999. For the three months
ended September 30, 2000 there was a net loss of approximately $91,000 compared
to a net loss of approximately $9,000 for the same period in 1999. The decrease
in net income for the three and nine months ended September 30, 2000 is due to
an increase in total expenses which was partially offset by an increase in total
revenues.
<PAGE>
Excluding the impact of the sale of Vista Hills, total expenses increased due to
increases in operating, depreciation and general and administrative expenses,
partially offset by a decrease in interest expense. Operating expenses increased
due primarily to increased payroll expenses primarily at Carriage Hills
Apartments and increased tax service expense at Greentree Apartments, partially
offset by reduced maintenance expenses at both of the Partnership's properties.
Depreciation expenses increased due to property improvements and replacements
completed during the past twelve months. General and administrative expense
increased due primarily to an increase in the costs of services provided by the
General Partners and its affiliates, increased state tax expense and increased
professional fees associated with managing the partnership. These increases were
partially offset by reduced legal expenses as a result of the settlement of
outstanding litigation cases during 1999. Included in general and administrative
expenses at both September 30, 2000 and 1999 are management reimbursements to
the General Partner allowed under the Partnership Agreement. In addition, costs
associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included. Interest expense decreased due to scheduled principal
payments, which reduced the carrying balance of the debt encumbering the
properties.
Total revenues increased due primarily to increased other income. Rental income
remained constant as decreases in occupancy at both of the Partnership's
properties were offset by increases in average rental rates. Other income
increased due to increased cable television and local telephone revenue at both
of the Partnership's properties and increased lease cancellation fees primarily
at Greentree Apartments. These increases were partially offset by reduced
interest income due to lower cash balances in interest bearing accounts.
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
At September 30, 2000, the Partnership had cash and cash equivalents of
approximately $407,000, compared to approximately $1,172,000 at September 30,
1999. The decrease in cash and cash equivalents of approximately $681,000 for
the nine months ended September 30, 2000, from the Partnership's calendar year
end, is due to approximately $863,000 of cash used in financing activities and
approximately $415,000 of cash used in investing activities, which was partially
offset by approximately $597,000 of cash provided by operating activities. Cash
used in financing activities consisted of distributions to partners and payments
of principal made on the mortgages encumbering the Registrant's properties. Cash
used in investing activities consisted of property improvements and
replacements, which was partially offset by net withdrawals from escrow accounts
maintained by the mortgage lender. The Partnership invests its working capital
reserves in money market accounts.
<PAGE>
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 investment properties to adequately maintain the
physical assets and other operating needs of the Registrant and to comply with
Federal, state, local, legal and regulatory requirements. Capital improvements
planned for the Partnership's properties are detailed below.
Greentree Apartments: For 2000 the Partnership has budgeted approximately
$149,000 for capital improvements, consisting primarily of parking lot
improvements, pool upgrades, appliances, major landscaping, roof replacements
and floor covering replacement. The Partnership completed approximately $121,000
in capital expenditures at Greentree Apartments as of September 30, 2000,
consisting primarily of major landscaping, floor covering replacement, parking
lot upgrades, and other interior building improvements. These improvements were
funded primarily from operations.
Carriage Hills Apartments: For 2000 the Partnership had originally budgeted
approximately $43,000 for capital improvements, consisting primarily of floor
covering replacement, major landscaping, and other interior building
improvements. During the second quarter, the budget was modified to include an
additional $495,000 for structural building improvements that needed to be made.
The Partnership completed approximately $308,000 in capital expenditures at
Carriage Hills Apartments as of September 30, 2000, consisting primarily of
structural building improvements, floor covering, lighting replacements, and
appliances. These improvements were funded from operations and replacement
reserves.
The additional capital expenditures will be incurred only if cash is available
from operations and Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $8,672,000, net of discount, matures October 2003
and December 2004 with balloon payments due at maturity. The General Partner
will attempt to refinance such indebtedness and/or sell the properties prior to
such maturity dates. If the properties cannot be refinanced or sold for a
sufficient amount, the Registrant will risk losing such properties through
foreclosure.
Cash distributions of approximately $780,000 were paid to the partners during
the nine months ended September 30, 2000, $130,000 of which was related to a
payable at December 31, 1999. The remaining $650,000 (approximately $643,000, of
which was paid to the limited partners, $34.52 per limited partnership unit) was
paid from operations. A distribution of approximately $1,610,000 (approximately
$1,436,000 to the limited partners or $77.10 per limited partnership unit) was
paid from both sales proceeds from the sale of Vista Hills Apartments and
operations of the Partnership during the nine months ended September 30, 1999.
The distribution from surplus funds included approximately $155,000 which was
paid to the General Partner as an incentive distribution upon the sale of the
Vista Hills Apartments. The Partnership's distribution policy is reviewed on a
quarterly basis. Future cash distributions will depend on the levels of net cash
generated from operations, the availability of cash reserves, and the timing of
the debt maturities, refinancings and/or property sales. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations, after required capital improvement expenditures, to permit any
additional distributions to its partners for the remainder of 2000 or subsequent
periods. Distributions may be restricted by the requirements to deposit net
operating income (as defined in the mortgage note) into the Reserve Account
until the Reserve Account is funded in an amount equal to $200 to $400 per
apartment unit for Greentree Apartments for a total of $35,600 to $71,200. As of
September 30, 2000, the Partnership has deposits of approximately $71,000 in the
reserve account.
<PAGE>
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, its General Partner and several of their affiliated
partnerships and corporate entities. The action 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one time, affiliates of Insignia; past tender offers by the Insignia
affiliates to acquire limited partnership units; the management of partnerships
by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek
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 filed demurrers to the
amended complaint which were heard February 1999.
Pending the ruling on such demurrers, settlement negotiations commenced. On
November 2, 1999, the parties executed and filed a Stipulation of Settlement,
settling claims, subject to final court approval, on behalf of the Partnership
and all limited partners who owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing, the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement. On
December 14, 1999, the General Partner and its affiliates terminated the
proposed settlement. In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement. On June 27, 2000, the Court entered an order disqualifying them
from the case. The Court is considering applications for lead counsel and has
currently scheduled a hearing on the matter for November 20, 2000. The General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
<PAGE>
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 September 30, 2000.
<PAGE>
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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 14, 2000
