March 30, 2000
United States
Securities and Exchange Commission
Washington, D.C. 20549
RE: Angeles Partners X
Form 10-KSB
File No. 0-10304
To Whom it May Concern:
The accompanying Form 10-KSB for the year ended December 31, 1999 describes a
change in the method of accounting to capitalize exterior painting and major
landscaping, which would have been expensed under the old policy. The
Partnership believes that this accounting principle change is preferable because
it provides a better matching of expenses with the related benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.
Please do not hesitate to contact the undersigned with any questions or comments
that you might have.
Very truly yours,
Stephen Waters
Real Estate Controller
FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
Form 10-KSB
[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, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]
For the transition period _________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.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
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 the 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.
State issuer's revenues for its most recent fiscal year. $5,292,000
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 December 31, 1999. No market exists for the limited partnership
interests of the Registrant, and, therefore, no aggregate market value can be
determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Angeles Partners X (the "Registrant" or "Partnership") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to a Certificate and Amended Agreement of Limited Partnership
(hereinafter referred to as the "Agreement") dated June 24, 1980. The general
partner responsible for management of the Partnership's business is Angeles
Realty Corporation ("ARC"), a California corporation (hereinafter referred to as
the "General Partner"). Effective December 1992, 100% of the General Partner's
outstanding stock was purchased by MAE GP Corporation ("MAE GP"). Effective
February 25, 1998, MAE GP merged into Insignia Properties Trust ("IPT"), which
was merged into Apartment Investment and Management Company ("AIMCO") effective
February 26, 1999. Thus the General Partner is now a wholly-owned subsidiary of
AIMCO. The Elliott Family Partnership, Ltd., a California limited partnership,
is the Non-Managing General Partner. The General Partner and the Non-Managing
General Partner are herein collectively referred to as the "General Partners".
The Partnership Agreement provides that the Partnership is to terminate on
December 31, 2035, unless terminated prior to such date.
The Registrant is engaged in the business of operating and holding real estate
properties for investment. In 1981 and 1982, during its acquisition phase, the
Registrant acquired eight investment properties. Prior to the calendar year 1999
five investment properties were either sold or foreclosed on. The Partnership
sold one of its investment properties, Vista Hills Apartments, on March 1, 1999.
The Registrant continues to own and operate two of these properties (See "Item 2
Description of Properties").
Commencing May 12, 1981, the Registrant offered pursuant to a Registration
Statement filed with the Securities and Exchange Commission up to 25,000 Units
of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum purchase of 5 Units ($5,000). Upon termination of the
offering, the Registrant had accepted subscriptions for 18,714 Units for an
aggregate of $18,714,000, including 100 Units which were purchased by the
General Partner for $100,000. Since its initial offering, the Registrant has not
received, nor are limited partners required to make, additional capital
contributions.
The Registrant has no employees. Management and administrative services are
performed by the General Partner and by agents retained by the General Partner.
Property management services were provided at the Partnership's properties by an
affiliate of the General Partner.
Both the income and expenses of operating the properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar properties resulting from various
market conditions, increases/decreases in unemployment or population shifts,
changes in availability of permanent mortgage financing, changes in zoning laws,
or changes in patterns or needs of users. In addition, there are risks inherent
in owning and operating residential properties because such properties are
susceptible to the impact of economic and other conditions outside of the
control of the Partnership.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed, which resulted in no material adverse
conditions or liabilities. In no case has the Partnership received notice that
it is a potentially responsible party with respect to an environmental clean up
site.
The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the Registrant's properties. The number and quality of competitive properties,
including those which may be managed by an affiliate of the General Partner, in
such market area could have a material effect on the rental market for the
apartments at the Registrant's properties and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a significant number of apartment units in the United States, such units
represent an insignificant percentage of total apartment units in the United
States, and competition for apartments is local.
A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form
10-KSB.
Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and IPT merged into 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.
<PAGE>
Item 2. Description of Properties:
The following table sets forth the Registrant's investment in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Greentree Apartments 12/31/81 Fee ownership subject to Apartment -
Mobile, Alabama first and second mortgages(1) 178 units
Carriage Hills Apartments 07/30/82 Fee ownership subject to a Apartment -
East Lansing, Michigan first mortgage (1) 143 units
</TABLE>
(1) Property is held by a Limited Partnership which the Registrant owns a 99.00%
interest in.
Schedule of Properties:
Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Useful Federal
Property Value Depreciation Life Method Tax Basis
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Greentree
Apartments $ 4,541 $ 3,557 5-25 yrs S/L $ 889
Carriage Hills
Apartments 4,796 3,077 5-25 yrs S/L 1,119
$ 9,337 $ 6,634 $ 2,008
</TABLE>
See "Note A" to the consolidated financial statements included in "Item 7 -
Financial Statements" for a description of the Partnership's depreciation policy
and "Note K - Change in Accounting Principle".
<PAGE>
Schedule of Property Indebtedness
The following table sets forth certain information relating to the loans
encumbering the Partnership's properties:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1999 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Greentree Apartments
1st mortgage $ 3,375 7.83% 28.67 yrs 10/03 $3,135
2nd mortgage 113 7.83% (1) 10/03 113
Carriage Hills
Apartments
1st mortgage 5,290 7.39% 30 yrs 12/04 4,958
8,778 $8,206
Less unamortized
discounts (28)
Total $ 8,750
</TABLE>
(1) Interest only payments with a balloon payment at maturity.
(2) See "Item 7. Financial Statements - Note D" for information with respect
to the Registrant's ability to repay these loans and other specific
details about the loans.
Rental Rates and Occupancy:
Average annual rental rates and occupancy for 1999 and 1998 for each property
were as follows:
Average Annual Average Annual
Rental Rates Occupancy
(per unit)
Property 1999 1998 1999 1998
Greentree Apartments $ 5,585 $ 5,461 99% 97%
Carriage Hills Apartments 9,891 9,523 95% 94%
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. Each
property is an apartment complex which leases units for terms of one year or
less. As of December 31, 1999, no residential tenant leases 10% or more of the
available rental space. All of the properties are in good condition, subject to
normal depreciation and deterioration as is typical for assets of this type and
age.
<PAGE>
Schedule of Real Estate Taxes and Rates:
Real estate taxes and rates in 1999 for each property were as follows:
1999 1999
Billing Rate
(in thousands)
Greentree Apartments $ 39 1.04%
Carriage Hills Apartments 134 2.77%
Capital Improvements:
Greentree Apartments: The Partnership completed approximately $96,000 in capital
expenditures at Greentree Apartments as of December 31, 1999, consisting
primarily of appliances, major landscaping and HVAC and floor covering
replacements. These improvements were funded primarily from replacement reserves
and operating cash flow. The Partnership is currently evaluating the capital
improvement needs of the property for the upcoming year. The minimum amount to
be budgeted is expected to be $300 per unit or $53,400. Additional improvements
may be considered and will depend on the physical condition of the property as
well as replacement reserves and anticipated cash flow generated by the
property.
Carriage Hills Apartments: The Partnership completed approximately $192,000 in
capital expenditures at Carriage Hills Apartments as of December 31, 1999,
consisting primarily of structural repairs and appliance and floor covering
replacements. These improvements were funded primarily from replacement reserves
and operating cash flow. The Partnership is currently evaluating the capital
improvement needs of the property for the upcoming year. The minimum amount to
be budgeted is expected to be $300 per unit or $42,900. Additional improvements
may be considered and will depend on the physical condition of the property as
well as replacement reserves and anticipated cash flow generated by the
property.
Vista Hills Apartments: During January and February 1999 the Partnership
expended approximately $6,000 consisting primarily of roofing and floor covering
replacements. This property was sold March 1, 1999.
Item 3. 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 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
Item 7. Financial Statements. "Note B - Transfer of Control"). 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 own
units as of November 3, 1999. Preliminary approval of the settlement was
obtained on November 3, 1999 from the Superior Court of the State of California,
County of San Mateo, 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 class
plaintiffs' counsel to enter the settlement. On December 14, 1999, the General
Partner and its affiliates terminated the proposed settlement. Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs' counsel in
the action. 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.
Item 4. Submission of Matters to a Vote of Security Holders
During the quarter ended December 31, 1999, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.
<PAGE>
PART II
Item 5. Market for the Partnership's Common Equity and Related Security Holder
Matters
The Partnership, a publicly-held limited partnership, sold 18,714 limited
partnership units aggregating $18,714,000 including 100 units purchased by the
General Partner for $100,000. The Partnership currently has 1,054 holders of
record owning an aggregate of 18,625 Units. Affiliates of the General Partner
owned 9,166 units or approximately 49.21% at December 31, 1999. No public
trading market has developed for the Units, and it is not anticipated that such
a market will develop in the future.
No distributions were made to the limited partners during the year ended
December 31, 1998. The following table sets forth the distributions made by the
Partnership for the year ended December 31, 1999.
Distributions
Per Limited
Aggregate Partnership Unit
01/01/99 - 12/31/99 $ 1,740,000 (1) 84.03
(1) Consists of $1,610,000 of cash from surplus funds from the 1999 sale of
Vista Hills Apartments and cash from operations, $130,000 which was
declared during December 1999 and paid during January 2000. The
distribution from surplus funds includes $154,000 which was paid to the
general partners as a commission on sale of the property. See Item. 6 and
Item 7-Note F for further details.
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities
refinancings, and/or property sales. The Partnership's distribution policy is
reviewed on a semi-annual basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations after required
capital expenditures to permit any additional distributions to its partners in
2000 or subsequent periods. See "Item 2. Description of Properties - Capital
Improvements" for information relating to capital expenditures at the
properties. 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
December 31, 1999, the Partnership has deposits of approximately $53,000 in the
reserve account.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these tender offers, AIMCO and its affiliates currently own 9,166 of limited
partnership units in the Partnership representing approximately 49.21% of the
outstanding units. 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. Consequently, AIMCO is in a position to significantly influence all
voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters. 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.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion 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 operations. 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.
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership realized net income of approximately $2,534,000 for the year
ended December 31, 1999, compared to net income of approximately $1,731,000 for
the year ended December 31, 1998. The increase in net income is primarily
attributable to the gain recognized during 1999 on the sale of Vista Hills. 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 $2,672,000
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.
Partially offsetting the increase in net income from the sale of Vista Hills
Apartments in 1999 is the extraordinary gain on forgiveness of debt which was
recognized in 1998. This gain was the result of the Partnership not having the
means with which to pay its $150,000 outstanding indebtedness to AAP which
matured in November 1997. The loan was unsecured; AAP's recourse was limited to
the assets of Vista APX. In August 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. For financial statement purposes, the forgiveness
resulted in a gain of approximately $2,185,000.
Excluding the impact of the sale of Vista Hills Apartments and the property's
operating results as well as the extraordinary gain on forgiveness of debt in
1998, income for 1999 increased slightly compared to 1998 due to an increase in
total revenues at the remaining properties, which was partially offset by a
slight increase in total expenses. Total revenues increased due to an increase
in rental income and other income. Rental income increased as a result of
increases in occupancy and average annual rental rates at the Partnership's two
remaining investment properties. Other income increased due to an increase in
cash balances maintained in interest bearing accounts.
Excluding the operations of Vista Hills for both 1999 and 1998, total expenses
increased slightly due to increases in interest, general and administrative
expense, and depreciation expense. Depreciation expense increased as a result of
capital improvements placed in service during 1999. Partially offsetting the
increase in above expenses was a decrease in operating expense. Operating
expense decreased as a result of a decrease in insurance and maintenance
expenses partly offset by an increase in advertising expense. Insurance expense
decreased due to a change in insurance carriers at both of the investment
properties during the fourth quarter of 1998, which resulted in lower insurance
premiums. Maintenance expense decreased as a result of expenses incurred during
1998 for interior and exterior building repairs at Greentree Apartments which
did not recur during 1999. Advertising expense increased due to an effort to
increase occupancy at both of the Partnership's investment properties.
General and administrative expenses increased slightly for the comparable
periods as a result of an increase in legal costs associated with the settlement
of litigation cases as disclosed in prior quarters. Included in general and
administrative expenses at both December 31, 1999 and 1998 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.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping on a prospective
basis. The Partnership believes that this accounting principle change is
preferable because it provides a better matching of expenses with the related
benefit of the expenditures and it is consistent with industry practice and the
policies of the General Partner. The effect of the change in 1999 was not
material. The cumulative effect, had this change been applied to prior periods,
is not material. The accounting principle change will not have an effect on cash
flow, funds available for distribution or fees payable to the General Partner
and affiliates.
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 expense. 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 December 31, 1999, the Partnership had cash and cash equivalents of
approximately $1,088,000, compared to approximately $1,283,000 at December 31,
1998. The decrease in cash and cash equivalents of approximately $195,000 is due
to approximately $5,395,000 of cash used in financing activities offset by
approximately $5,032,000 of cash provided by investing activities and
approximately $168,000 of cash provided by operating activities. Net cash
provided by investing activities consisted primarily of proceeds from the sale
of investment property and to a lesser extent, net withdrawals from restricted
escrows which were offset by property improvements and replacements. Net cash
used in financing activities consisted of repayment of mortgage notes payable
and to a lesser extent, distributions to partners, debt extinguishment costs and
payments on mortgage notes payable. The Partnership invests its working capital
reserves in a money market account.
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. The Partnership is
currently evaluating the capital improvement needs of the property for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $96,300. Additional improvements may be considered and will depend on the
physical condition of the properties as well as replacement reserves and
anticipated cash flow generated by the properties.
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 $8,750,000, net of discounts, 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.
During the year ended December 31, 1999, distributions of $1,740,000
(approximately $1,565,000 to the limited partners, or $84.03 per limited
partnership unit) were made from both sales proceeds from the sale of Vista
Hills Apartments and operations of the Partnership. The General Partner received
a disposition fee for which they were entitled upon the sale of Vista Hills
Apartments. There were no cash distributions to the limited partners during
1998. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves and the timing of debt
maturities, refinancings, and/or property sales. The Registrant's distribution
policy is reviewed on a quarterly basis. There can be no assurance, however,
that the Partnership will generate sufficient funds from operations, after
planned capital expenditures, to permit any additional distributions to its
partners in 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 December 31, 1999, the Partnership has deposits of
approximately $53,000 in the reserve account.
Tender Offer
Several tender offers were made by various parties, including affiliates of the
General Partner, during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender offers, AIMCO and its affiliates currently own 9,166
units of limited partnership interest in the Partnership representing
approximately 49.21% of the outstanding units. 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. Consequently, AIMCO is in a position to
significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. 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.
Year 2000 Compliance
General Description
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the Managing Agent's computer
programs or hardware that had date-sensitive software or embedded chips might
have recognized a date using "00" as the year 1900 rather than the year 2000.
This could have resulted in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
Computer Hardware, Software and Operating Equipment
In 1999, the Managing Agent completed all phases of its Year 2000 program by
completing the replacement and repair of any hardware or software system or
operating equipment that was not yet Year 2000 compliant. The Managing Agent's
hardware and software systems and its operating equipment are now Year 2000
compliant. No material failure or erroneous results have occurred in the
Managing Agent's computer applications related to the failure to reference the
Year 2000 to date.
Third Parties
To date, the Managing Agent is not aware of any significant supplier or
subcontractor (external agent) or financial institution of the Partnership that
has a Year 2000 issue that would have a material impact on the Partnership's
results of operations, liquidity or capital resources. However, the Managing
Agent has no means of ensuring or determining the Year 2000 compliance of
external agents. At this time, the Managing Agent does not believe that a Year
2000 issue of any non-compliant external agent will have a material impact on
the Partnership's financial position or results of operations.
Costs
The total cost of the Managing Agent's Year 2000 project was approximately $3.2
million and was funded from operating cash flows.
Risks Associated with the Year 2000
The Managing Agent completed all necessary phases of its Year 2000 program in
1999, and did not experience system or equipment malfunctions related to a
failure to reference the Year 2000. The Managing Agent or Partnership have not
been materially adversely effected by disruptions in the economy generally
resulting from the Year 2000 issue.
At this time, the Managing Agent does not believe that the Partnership's
businesses, results of operations or financial condition will be materially
adversely effected by the Year 2000 issue.
Contingency Plans Associated with the Year 2000
The Managing Agent has not had to implement contingency plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.
<PAGE>
Item 7. Financial Statements
ANGELES PARTNERS X
LIST OF FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors
Consolidated Balance Sheet - December 31, 1999
Consolidated Statements of Operations - Years ended December 31, 1999 and
1998
Consolidated Statements of Changes in Partners' Deficit - Years ended
December 31, 1999 and 1998
Consolidated Statements of Cash Flows - Years ended December 31, 1999 and
1998
Notes to Consolidated Financial Statements
<PAGE>
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, 1999, 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, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Greenville, South Carolina
February 21, 2000
<PAGE>
ANGELES PARTNERS X
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1999
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 1,088
Receivables and deposits 241
Restricted escrows 90
Other assets 228
Investment properties (Notes A, D, and G):
Land $ 312
Buildings and related personal property 9,025
9,337
Less accumulated depreciation (6,634) 2,703
$ 4,350
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 21
Tenant security deposit liabilities 7
Accrued property taxes 10
Distribution payable 130
Other liabilities 136
Mortgage notes payable (Note D) 8,750
Partners' Deficit
General partner $ (238)
Limited partners (18,625 units issued and
outstanding) (4,466) (4,704)
$ 4,350
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Year Ended
December 31,
1999 1998
Revenues:
Rental income $ 2,440 $ 3,141
Other income 180 216
Gain on sale of investment property (Note C) 2,672 --
Total revenues 5,292 3,357
Expenses:
Operating 1,034 1,461
General and administrative 206 192
Depreciation 460 651
Interest 802 1,215
Property taxes 190 292
Total expenses 2,692 3,811
Income (loss) before extraordinary item 2,600 (454)
Extraordinary gain on forgiveness of debt -- 2,185
Extraordinary loss on early extinguishment
of debt (Note C) (66) --
Net income $ 2,534 $ 1,731
Net income allocated to general partner $ 178 $ 17
Net income allocated to limited partners 2,356 1,714
$ 2,534 $ 1,731
Net income per limited partnership unit:
Income (loss) before extraordinary item $130.01 $(24.11)
Extraordinary item (3.51) 116.13
$126.50 $ 92.02
Distributions per limited partnership unit $ 84.03 $ --
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
ANGELES PARTNERS X
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(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, 1997 18,625 $ (253) $(6,971) $ (7,224)
Net income for the year ended
December 31, 1998 -- 17 1,714 1,731
Distributions to General Partner -- (5) -- (5)
Partners' deficit at
December 31, 1998 18,625 (241) (5,257) (5,498)
Distributions to partners -- (175) (1,565) (1,740)
Net income for the year
ended December 31, 1999 -- 178 2,356 2,534
Partners' deficit
at December 31, 1999 18,625 $ (238) $(4,466) $ (4,704)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
ANGELES PARTNERS X
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,534 $ 1,731
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 460 651
Amortization of discounts and loan costs 62 61
Extraordinary loss on early extinguishment of debt 66 --
Gain on sale of investment property (2,672) --
Extraordinary gain on forgiveness of debt -- (2,185)
Change in accounts:
Receivables and deposits 67 (6)
Other assets 2 1
Accounts payable (130) 32
Tenant security deposit liabilities (24) (7)
Accrued property taxes (102) 6
Other liabilities (95) 102
Net cash provided by operating activities 168 386
Cash flows from investing activities:
Property improvements and replacements (294) (455)
Net withdrawals from restricted escrows 272 7
Proceeds from sale of investment property 5,054 --
Net cash provided by (used in) investing activities 5,032 (448)
Cash flows from financing activities:
Payments on mortgage notes payable (119) (134)
Repayment of mortgage note payable (3,627) (30)
Loan costs paid -- (17)
Distributions to partners (1,610) (5)
Debt extinguishment costs (39) --
Net cash used in financing activities (5,395) (186)
Net decrease in cash and cash equivalents (195) (248)
Cash and cash equivalents at beginning of year 1,283 1,531
Cash and cash equivalents at end year $ 1,088 $ 1,283
Supplemental disclosure of cash flow information:
Cash paid for interest $ 794 $ 1,051
Supplemental disclosure of non-cash activity:
Distribution payable $ 130 $ --
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
ANGELES PARTNERS X
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
Note A - Organization and Significant Accounting Policies
Organization: Angeles Partners X (the "Registrant" or "Partnership") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to a Certificate and Amended Agreement of Limited
Partnership (hereinafter referred to as the "Agreement") dated June 24, 1980.
The general partner responsible for management of the Partnership's business is
Angeles Realty Corporation ("ARC"), a California corporation (hereinafter
referred to as the "General Partner"). Effective December 1992, 100% of the
General Partners' outstanding stock was purchased by MAE GP Corporation ("MAE
GP"). Effective February 25, 1998, MAE GP merged into Insignia Properties Trust
("IPT"), which was merged into Apartment Investment and Management Company
("AIMCO") effective February 26, 1999. Thus, the General Partner is now a
wholly-owned subsidiary of AIMCO. The Elliott Family Partnership, Ltd.,
California limited partnership, is the Non-Managing General Partner. The
Managing General Partner and the Non-Managing General Partner are herein
collectively referred to as the "General Partners". See "Note B - Transfer of
Control." The director and officers of the General Partner also serve as
executive officers of AIMCO. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2035 unless terminated prior to such
date. The Partnership commenced operations on May 12, 1981, and completed its
acquisition of properties during 1982. The Partnership operates two apartment
properties located in Alabama and Michigan.
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.
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
Partners and 99% to the Limited Partners. Gains from the sale or other
disposition of assets shall be allocated as follows: first, to the General
Partners to the extent of any incentive distribution, as defined in the
Partnership Agreement, to which the General Partner is entitled; second, to the
partners in proportion to their interests in the Partnership.
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners 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 Partners 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 ("Incentive Distribution"); (iii) third, to the
General Partners 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 Partners.
Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984 and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping (see Note K).
Cash and Cash Equivalents: Includes cash on hand and in banks and money market
accounts. 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
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 consist of two apartment complexes
and are stated at cost. Acquisition fees are capitalized as a cost of real
estate. In accordance with Financial Accounting Standards Board Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", 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.
Costs of apartment properties that have been permanently impaired have been
written down to appraised value. No adjustments for impairment of value were
recorded in the years ended December 31, 1999 or 1998.
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. These improvements have been completed as of
December 31, 1999 and all funds were utilized.
Reserve Account: A general reserve account was established with the
refinancing proceeds for Greentree Apartments. 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. 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 December 31, 1999, the Partnership has deposits
of approximately $53,000 in the reserve account. Reserve accounts are also
maintained for Carriage Hills Apartments. Reserve escrows for both
properties totaled approximately $90,000 at December 31, 1999.
Loan Costs: Loan costs of approximately $302,000 less accumulated amortization
of approximately $151,000, 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. In addition,
the General Partner's policy is to offer rental concessions during particularly
slow months or in response to heavy competition from other similar complexes in
the area. Concessions are charged against rental income as incurred.
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 of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107, "Disclosures about Fair Value of Financial Instruments", as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. 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 to
maturity, approximates its carrying balance.
Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information" established standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. (See "Note I" for detailed disclosure of this information).
Advertising Costs: The Partnership expenses the costs of advertising as
incurred. Advertising costs of approximately $66,000 and $60,000, for the years
ended December 31, 1999 and 1998, respectively, were charged to operating
expense as incurred.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group and IPT merged into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result, AIMCO ultimately acquired a
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 Rental 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 property resulted in a gain on sale of
investment property of approximately $2,672,000 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 $164,000 and $1,022,000 for the years ended December 31, 1999 and 1998,
respectively.
Note D - Mortgage Notes Payable
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Balance
December 31, Including Interest Maturity Due At
Property 1999 Interest Rate Date Maturity
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C>
Greentree Apartments
1st mortgage $ 3,375 27 7.83% 10/03 $3,135
2nd mortgage 113 1 7.83% 10/03 113
Carriage Hills
Apartments
1st mortgage 5,290 37 7.39% 12/04 4,958
8,778 $65 $8,206
Less unamortized
discounts at a rate
of 8.13% (a) (28)
Total $ 8,750
</TABLE>
(a) 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%.
Scheduled principal payments of mortgage notes payable subsequent to December
31, 1999, are as follows (in thousands):
2000 $ 116
2001 126
2002 135
2003 3,375
2004 5,026
-----
$8,778
The mortgage notes payable are nonrecourse and are secured by 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. Further, the properties may not be sold subject to
existing indebtedness.
Note E - Income Taxes
The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.
The following is a reconciliation of reported net income and Federal taxable
income (in thousands):
1999 1998
Net income as reported $ 2,534 $ 1,731
Add (deduct):
Depreciation differences 259 512
Unearned income (56) 40
Amortization (76) --
Gain on sale 1,125 --
Other 68 5
Federal taxable income $ 3,854 $ 2,288
Federal taxable income per
limited partnership unit $180.56 $121.63
The following is a reconciliation at December 31, 1999, between the
Partnership's reported amounts and Federal tax basis of net assets and
liabilities (in thousands):
Net deficiency - as reported $ (4,704)
Land and buildings 1,615
Accumulated depreciation (2,310)
Syndication fees 2,071
Other 417
Net deficiency - Federal tax basis $ (2,911)
Note F - 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) payments to affiliates for services
and (ii) reimbursement of certain expenses incurred by affiliates on behalf of
the Partnership. The following payments were made or accrued to the General
Partner and affiliates during the year ended December 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $ 134 $ 169
Reimbursement for services of affiliates (included in
operating, general and administrative expenses,
and investment properties) 58 110
Partnership management fee (included in general and
Administrative expense) 5 --
Incentive distribution to General Partner 154 --
During the years ended December 31, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $134,000 and $169,000 for the
years ended December 31, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $58,000 and $110,000 for the
years ended December 31, 1999 and 1998, respectively. The Partnership also paid
approximately $4,000 during the year ended December 31, 1998 to an affiliate of
the General Partner for reimbursements of costs related to the loan refinancing
at Carriage Hills in November 1997. These costs were capitalized as loan costs
and are being amortized over the term of the loan. No such costs were incurred
for the year ended December 31, 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.
A management fee of approximately $5,000 was accrued to the General Partner for
the year ended December 31, 1999 relating to net cash from operations as defined
in the Partnership Agreement. No such fees were paid or accrued in 1998.
The Partnership had a loan payable to Angeles Mortgage Investment Trust ("AMIT")
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 AP X, 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. As part of the modification, AMIT was granted
a first priority lien on the Partnership's 99% limited partnership interest in
the Vista AP X lower-tier partnership which owns Vista Hills Apartments. The
lender's recourse was limited to the assets of Vista AP X; the debt was
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 Angeles Acceptance Pool ("AAP") on December 31, 1997
and was ultimately forgiven by AAP in August 1998. As a result of the repayments
and assignment mentioned above, the Partnership had no outstanding obligations
to AMIT at December 31, 1999.
In November 1992, AAP, a Delaware limited partnership which controlled 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 AP X's operating deficits in prior years.
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 AP
X note payable of $150,000 became due November 25, 1997. Upon maturity, Vista AP
X did not have the means with which to satisfy the maturing debt obligation. The
loan was unsecured; AAP's recourse was limited to the assets of Vista AP X. The
debt was non-recourse to the other assets of the Partnership. In August 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.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these tender offers, AIMCO and its affiliates currently own 9,166 units of
limited partnership units in the Partnership representing approximately 49.21%
of the outstanding units. 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. Consequently, AIMCO is in a position to significantly
influence all voting decisions with respect to the Registrant. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. 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 G - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
(in thousands) (in thousands)
<S> <C> <C> <C> <C>
Greentree Apartments $ 3,488 $ 211 $ 3,345 $ 985
Carriage Hills Apartments 5,290 101 3,509 1,186
Totals $ 8,778 $ 312 $ 6,854 $ 2,171
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1999
(in thousands)
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Greentree Apartments $ 211 $ 4,330 $ 4,541 $ 3,557 8/74 12/31/81 5-25
Carriage Hill 101 4,695 4,796 3,077 6/72 7/30/82 5-25
Apartments
Totals $ 312 $ 9,025 $ 9,337 $ 6,634
</TABLE>
Reconciliation of "Real Estate and Accumulated Depreciation":
Years Ended December 31,
1999 1998
(in thousands)
Investment Properties
Balance at beginning of year $15,232 $14,810
Dispositions of property (6,189) (33)
Property improvements 294 455
Balance at end of year $ 9,337 $15,232
Accumulated Depreciation
Balance at beginning of year $ 9,981 $ 9,351
Depreciation expense 460 651
Dispositions of property (3,807) (21)
Balance at end of year $ 6,634 $ 9,981
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1999 and 1998, is approximately $10,952,000 and $17,861,000. The
accumulated depreciation, taken for Federal income tax purposes at December 31,
1999 and 1998, is approximately $8,944,000 and $14,638,000.
Note H - Distributions
No distributions were made to the limited partners during the year ended
December 31, 1998. The following table sets forth the distributions made by the
Partnership for the years ended December 31, 1999.
Distributions
Per Limited
Aggregate Partnership Unit
01/01/99 - 12/31/99 $ 1,740,000 (1) 84.03
(1) Consists of $1,610,000 of cash from surplus funds from the 1999 sale of
Vista Hills Apartments and cash from operations of $130,000 which was
declared during December 1999 and paid during January 2000. The
distribution from surplus funds includes $154,500 which was paid to the
general partners as a commission on sale of the property. See Note F.
Note I - Segment Information
Description of the types of products and services from which each reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Registrant's residential property segment consists of two apartment complexes
located in Alabama and Michigan. The Partnership rents apartment units 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 summary of significant accounting
policies.
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.
Segment information for the years ended December 31, 1999 and 1998 is shown in
the tables below. The "Other" column includes Partnership administration related
items and income and expense not allocated to the reportable segment.
1999 Residential Other Totals
---- ----------- ----- ------
(in thousands)
Rental income $ 2,440 $ -- $ 2,440
Other income 135 45 180
Interest expense 802 -- 802
Depreciation 460 -- 460
General and administrative expense -- 206 206
Gain on sale of investment property 2,672 -- 2,672
Extraordinary loss on early
extinguishment of debt (66) -- (66)
Segment profit (loss) 2,695 (161) 2,534
Total assets 3,874 476 4,350
Capital expenditures for investment
properties 294 -- 294
1998 Residential Other Totals
---- ----------- ----- ------
(in thousands)
Rental income $ 3,141 $ -- $ 3,141
Other income 160 56 216
Interest expense 1,206 9 1,215
Depreciation 651 -- 651
General and administrative expense -- 192 192
Extraordinary gain on forgiveness
of debt 1,981 204 2,185
Segment profit 1,672 59 1,731
Total assets 6,276 1,233 7,509
Capital expenditures for investment
properties 455 -- 455
Note J- 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 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 by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Note B - Transfer of Control"). 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 own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, 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 class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the General Partner and its affiliates
terminated the proposed settlement. Certain plaintiffs have filed a motion to
disqualify some of the plaintiffs' counsel in the action. 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.
Note K - Change in Accounting Principle
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping on a prospective
basis. The Partnership believes that this accounting principle change is
preferable because it provides a better matching of expenses with the related
benefit of the expenditures and it is consistent with industry practice and the
policies of the General Partner. The effect of the change in 1999 was not
material. The cumulative effect, had this change been applied to prior periods,
is not material. The accounting principle change will not have an effect on cash
flow, funds available for distribution or fees payable to the General Partner
and affiliates.
Item 8. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosures
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The Registrant has no officers or directors.
The names and ages of, as well as the positions and offices held by, the
executive officers and director of the General Partner, Angeles Realty
Corporation, are set forth below. There are no family relationships between or
among any officers and directors.
Name Age Position
Patrick J. Foye 42 Executive Vice President and Director
Martha L. Long 40 Senior Vice President and Controller
Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A. from Fordham College and a J.D. from Fordham University Law
School.
Martha L. Long has been Senior Vice President and Controller of the General
Partner and AIMCO since October 1998, as a result of the acquisition of Insignia
Financial Group, Inc. From June 1994 until January 1997, she was the Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997, retaining that title until October 1998. From 1988 to June
1994, Ms. Long was Senior Vice President and Controller for The First Savings
Bank, FSB in Greenville, South Carolina.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Registrant under Rule 16a-3(e) during the Registrant's most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent fiscal year, the Registrant is not aware of any director,
officer, beneficial owner of more than ten percent of the units of limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms, reports required by section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years except as follows:
AIMCO Properties, L.P. and its joint filers failed to timely file a Form 3 with
respect to its acquisition of Units and AIMCO and its joint filers failed to
timely file a Form 4 with respect to its acquisition of Units.
Item 10. Executive Compensation
None of the directors and officers of the General Partner received any
remuneration from the Registrant.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partner Units of the Registrant
as of December 31, 1999.
Entity Number of Units Percentage
Insignia Properties LP 135 .72%
(an affiliate of AIMCO)
Cooper River Properties, LLC 3,784 20.32%
(an affiliate of AIMCO)
AIMCO Properties, LP 5,247 28.17%
(an affiliate of AIMCO)
Cooper River Properties, LLC and Insignia Properties LP, are indirectly
ultimately owned by AIMCO. Their business address is 55 Beattie Place,
Greenville, SC 29602.
AIMCO Properties LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.
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 (i) payments to affiliates for services
and (ii) reimbursement of certain expenses incurred by affiliates on behalf of
the Partnership. The following payments were made or accrued to the General
Partner and affiliates during the year ended December 31, 1999 and 1998:
1999 1998
---- ----
(in thousands)
Property management fees $ 134 $ 169
Reimbursement for services of affiliates 58 110
Partnership management fee 5 --
Incentive distribution to General Partner 154 --
During the years ended December 31, 1999 and 1998, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $134,000 and $169,000 for the
years ended December 31, 1999 and 1998, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $58,000 and $110,000 for the
years ended December 31, 1999 and 1998, respectively. The Partnership also paid
approximately $4,000 during the year ended December 31, 1998 to an affiliate of
the General Partner for reimbursements of costs related to the loan refinancing
at Carriage Hills in November 1997. These costs were capitalized as loan costs
and are being amortized over the term of the loan. No such costs were incurred
for the year ended December 31, 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.
A management fee of approximately $5,000 was accrued to the General Partner for
the year ended December 31, 1999 relating to net cash from operations as defined
in the Partnership Agreement. No such fees were paid or accrued in 1998.
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. In addition, upon
the refinancing of Carriage Hills on November 20, 1997, approximately $1,432,000
was repaid to AMIT. The Partnership also had 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 AP X, 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 would have matured in September 2002 and
provided 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
was 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 AP X lower-tier partnership which owns
Vista Hills Apartments. The lender's recourse was limited to the assets of Vista
AP X; the debt was 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 and was
ultimately forgiven by AAP in August 1998. As a result of the repayments and
assignment mentioned above, the Partnership had no outstanding obligations to
AMIT at December 31, 1998.
In November 1992, AAP, a Delaware limited partnership which controlled 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 AP X's operating deficits in prior years.
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 AP
X note payable of $150,000 became due November 25, 1997. Upon maturity, Vista AP
X did not have the means with which to satisfy the maturing debt obligation. The
loan was unsecured; AAP's recourse was limited to the assets of Vista AP X. The
debt was non-recourse to the other assets of the Partnership. In August 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. As a result of
the assignment mentioned above, the Partnership had no outstanding obligations
to AMIT for the year ended December 31, 1998.
Several tender offers were made by various parties, including affiliates of the
General Partner, during the years ended December 31, 1999 and 1998. As a result
of these tender offers, AIMCO and its affiliates currently own 9,166 limited
partnership units in the Partnership representing approximately 49.21% of the
outstanding units. 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. Consequently, AIMCO is in a position to significantly influence all
voting decisions with respect to the Registrant. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters. 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.
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 18, Independent Accountants' Preferability Letter for
Change in Accounting Principle, is filed as an exhibit to this
report.
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K filed during the fourth quarter of calendar
year 1999:
None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
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
Senior Vice President and
Controller
Date: March 30, 2000
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 on the date
indicated.
/s/Patrick J. Foye Executive Vice President Date: March 30, 2000
Patrick J. Foye and Director
/s/Martha L. Long Senior Vice President Date: March 30, 2000
Martha L. Long and Controller
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by
and between AIMCO and IPT (incorporated by reference to
Exhibit 2.1 of IPT's Current Report on Form 8-K, File No.
1-14179, dated October 1, 1998).
3.1 Amended Certificate and Agreement of Limited Partnership dated
June 24, 1980, filed in Form 10-K dated October 31, 1982, and
is incorporated herein by reference.
10.1 Purchase and Sale Agreement with Exhibits - Cardinal Woods
filed in Form 8-K dated October 30, 1981 and is incorporated
herein by reference.
10.2 Purchase and Sale Agreement with Exhibits - Greentree
Apartments filed in Form 8-K dated December 31, 1981 and is
incorporated herein by reference.
10.4 Purchase and Sale Agreement with Exhibits - Carriage Hills
Apartments filed in Form 8-K dated July 30, 1982, and
incorporated herein by reference.
10.5 Third Trust Deed Mortgage - Carriage Hills Apartments, filed
in Form 10-K, Exhibit 10.11 dated December 31, 1990 and is
incorporated herein by reference.
10.6 Second Trust Deed Mortgage - Vista Hills Apartments, filed in
Form 10-Q, Exhibit 10.13, dated September 30, 1990, and is
incorporated herein by reference.
10.7 Promissory Note - Greentree Apartments, filed in the Form
10-Q, Exhibit 10.14, dated September 30, 1990 and is
incorporated herein by reference.
10.8 Agreement of Sale between Angeles Partners X, Seller and Bowen
Ballard, Buyer - One East/Two East Office Center, filed in
Form 8-K, Exhibit I, dated February 15, 1991, and is
incorporated herein by reference.
10.9 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which
is incorporated herein by reference.
10.10 Contracts related to financing of debt:
(a) First Deeds of Trust and Security Agreements dated September
30, 1993 between Greentree Apartments and Lexington Mortgage
Company, a Virginia Corporation, securing Greentree Apartments
filed in Form 10-QSB dated September 30, 1993, which is
incorporated herein by reference.
(b) Second Deeds of Trust and Security Agreements dated September
30, 1993, between Greentree Apartments and Lexington Mortgage
Company, a Virginia Corporation, securing Greentree Apartments
filed in Form 10-QSB dated September 30, 1993, which is
incorporated herein by reference.
(c) First Assignments of Leases and Rents dated September 30, 1993
between Greentree Apartments and Lexington Mortgage Company, a
Virginia Corporation, securing Greentree Apartments filed in
Form 10-QSB dated September 30, 1993, which is incorporated
herein by reference.
(d) Second Assignments of Leases and Rents dated September 30,
1993 between Greentree Apartments and Lexington Mortgage
Company, a Virginia Corporation, securing Greentree Apartments
filed in Form 10-QSB dated September 30, 1993, which is
incorporated herein by reference.
(e) First Deeds of Trust dated September 30, 1993 between
Greentree Apartments and Lexington Mortgage Company, relating
to Greentree Apartments filed in Form 10-QSB dated September
30, 1993, which is incorporated herein by reference.
(f) Second Deeds of Trust dated September 30, 1993, between
Greentree Apartments and Lexington Mortgage Company, relating
to Greentree Apartments filed in Form 10-QSB dated September
30, 1993, which is incorporated herein by reference.
10.11 Contracts related to refinancing of debt:
(a) First Deeds of Trust and Security Agreements dated September
30, 1993 between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(b) Second Deeds of Trust and Security Agreements dated September
30, 1993 between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(c) First Assignments of Leases and Rents dated September 30,
1993, between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(d) Second Assignments of Leases and Rents dated September 30,
1993, between Greentree Apartments, Ltd. and Lexington
Mortgage Company, a Virginia Corporation, securing Greentree
Apartments filed in Form 10-QSB dated September 30, 1993,
which is incorporated herein by reference.
(e) First Deeds of Trust Notes dated September 30, 1993, between
Greentree Apartments, Ltd. and Lexington Mortgage Company,
relating to Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by reference.
(f) Second Deeds of Trust Notes dated September 30, 1993, between
Greentree Apartments, Ltd. and Lexington Mortgage Company,
relating to Greentree Apartments filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by reference.
10.12 Contract to Purchase and Sell dated July 7, 1997 by and
between Cardinal Woods Apartments, Ltd. a California limited
partnership, and New Plan Realty Trust, a Massachusetts
business trust, relating to Cardinal Woods Apartments filed in
Form 10-QSB dated September 30, 1997 which is incorporated
herein by reference.
10.13 Promissory Note dated November 20, 1997, by and between Carriage
Hills Apartments, Ltd., a Michigan limited partnership, and
Lehman Brothers Holdings, Inc., a Delaware corporation.
10.14 Contract of Sale of real estate for Vista Hills Apartments
dated March 1, 1999, between Angeles Partners X, a California
limited partnership and Transcontinental Vista Hills, Inc.
filed in Form 8-K.
18 Independent Accountants' Preferability Letter for Change in
Accounting Principle.
27 Financial Data Schedule.
99A Agreement of Limited Partnership for Angeles Partners X GP
Limited Partnership between Angeles Realty Corporation and
Angeles Partners X, L.P. entered into on September 15, 1993,
filed in Form 10-QSB dated September 30, 1993, which is
incorporated herein by reference.
99B Agreement of Limited Partnership of Greentree Apartments, Ltd.
between Angeles Realty Corporation and Angeles Partners X, L.P.
entered into on November 1, 1989, filed in Form 10-QSB dated
September 30, 1993, which is incorporated herein by reference.
99C Purchase Agreement dated November 24, 1992, by and among Angeles
Corporation, et. al. and IAP GP Corporation and MAE GP
Corporation is incorporated by reference to the Report on Form
8-K dated December 31, 1992.
Exhibit 18
February 7, 2000
Mr. Patrick J. Foye
Executive Vice President
Angeles Realty Corporation
General Partner of Angeles Partners X
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602
Dear Mr. Foye:
Note K of Notes to the Consolidated Financial Statements of Angeles Partners X
included in its Form 10-KSB for the year ended December 31, 1999 describes a
change in the method of accounting to capitalize exterior painting and major
landscaping, which would have been expensed under the old policy. You have
advised us that you believe that the change is to a preferable method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the General Partner.
There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting for exterior painting and major landscaping is to an acceptable
alternative method which, based on your business judgment to make this change
for the reasons cited above, is preferable in your circumstances.
Very truly yours,
/s/ Ernst & Young LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners X 1999 Fourth Quarter 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000317900
<NAME> Angeles Partners X
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,088
<SECURITIES> 0
<RECEIVABLES> 241
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 9,337
<DEPRECIATION> 6,634
<TOTAL-ASSETS> 4,350
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 8,750
0
0
<COMMON> 0
<OTHER-SE> (4,704)
<TOTAL-LIABILITY-AND-EQUITY> 4,350
<SALES> 0
<TOTAL-REVENUES> 5,292
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,692
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 802
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (66)
<CHANGES> 0
<NET-INCOME> 2,534
<EPS-BASIC> 126.50 <F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
