-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IiN6H0K55vH3Wi2pB2R3y6h0LLg3U+t+pfpDB9pqh9xHmC3+CCY596noNz+R98K3 L5CdUEskeITKluhhQzYMPA== 0000317900-95-000001.txt : 19951119 0000317900-95-000001.hdr.sgml : 19951119 ACCESSION NUMBER: 0000317900-95-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS X CENTRAL INDEX KEY: 0000317900 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953557899 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10304 FILM NUMBER: 95589763 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period.........to......... Commission file number 0-10304 ANGELES PARTNERS X (Exact name of small business issuer as specified in its charter) California 95-3557899 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (803) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS X BALANCE SHEET (Unaudited)
September 30, 1995 Assets Cash: Unrestricted $ 278,268 Restricted--tenant security deposits 73,359 Accounts receivable 27,670 Escrows for taxes and insurance 397,931 Restricted escrows 267,898 Other assets 546,602 Investment properties: Land $ 1,386,074 Buildings and related personal property 18,041,626 19,427,700 Less accumulated depreciation (10,791,209) 8,636,491 $10,228,219 Liabilities and Partners' Deficit Liabilities Accounts payable $ 227,530 Tenant security deposits 74,190 Accrued taxes 230,094 Due to affiliate 373,161 Other liabilities 704,069 Mortgage notes payable 18,491,665 Partners' Deficit General partner $ (264,712) Limited partners (18,645 units issued and outstanding) (9,607,778) (9,872,490) $10,228,219
[FN] See Accompanying Notes to Financial Statements b) ANGELES PARTNERS X STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Revenues: Rental income $1,089,576 $1,073,280 $3,163,018 $3,120,868 Other income 63,771 48,777 172,066 181,709 Tax refunds -- -- -- 65,210 Total revenue 1,153,347 1,122,057 3,335,084 3,367,787 Expenses: Operating 393,802 277,885 994,445 846,151 General and administrative 41,054 51,877 131,668 185,409 Property management fees 55,914 54,603 164,096 162,524 Maintenance 179,576 99,609 394,146 387,507 Depreciation 228,006 202,536 658,891 610,967 Interest 483,283 466,127 1,441,883 1,390,227 Property taxes 93,373 98,188 291,070 315,978 Loss on disposal of property -- 25,181 -- 25,181 Total expenses 1,475,008 1,276,006 4,076,199 3,923,944 Net loss $ (321,661) $ (153,949) $ (741,115) $ (556,157) Net loss allocated to general partners (1%) $ (3,217) $ (1,540) $ (7,411) $ (5,562) Net loss allocated to limited partners (99%) (318,444) (152,409) (733,704) (550,595) $ (321,661) $ (153,949) $ (741,115) $ (556,157) Net loss per limited partnership unit $ (17.08) $ (8.14) $ (39.35) $ (29.42)
[FN] See Accompanying Notes to Financial Statements c) ANGELES PARTNERS X STATEMENT OF CHANGES IN PARTNERS' DEFICIT - September 30, 1995 (Unaudited)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 18,714 $ 1,000 $18,714,000 $18,715,000 Partners' deficit at December 31, 1994 18,645 $(257,301) $(8,874,074) $(9,131,375) Net loss for the nine months ended September 30, 1995 -- (7,411) (733,704) (741,115) Partners' deficit at September 30, 1995 18,645 $(264,712) $(9,607,778) $(9,872,490)
[FN] See Accompanying Notes to Consolidated Financial Statements d) ANGELES PARTNERS X STATEMENT OF CASH FLOWS (Unaudited)
Nine Months Ended September 30, 1995 1994 Cash flows from operating activities: Net loss $ (741,115) $ (556,157) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 658,891 610,967 Amortization of discounts and loan costs 72,380 67,088 Loss on disposal of property -- 25,181 Change in accounts: Restricted cash (8,428) (5,475) Accounts receivable (20,929) (1,942) Escrows for taxes and insurance (52,740) (10,864) Other assets (35,184) (29,384) Accounts payable 99,149 10,128 Tenant security deposit liabilities 7,188 231 Accrued taxes 21,326 17,041 Due to affiliates 82,550 111,808 Other liabilities 314,447 (6,287) Net cash provided by operating activities 397,535 232,335 Cash flows from investing activities: Property improvements and replacements (417,601) (418,758) Deposits to restricted escrows (82,154) (62,176) Receipts from restricted escrows 118,848 400,904 Net cash used in investing activities (380,907) (80,030) Cash flows from financing activities: Loan costs -- (56,502) Payments on mortgage notes payable (121,926) (89,224) Net cash used in financing activities (121,926) (145,726) Net increase (decrease) in cash (105,298) 6,579 Cash at beginning of period 383,566 411,550 Cash at end of period $ 278,268 $ 418,129 Supplemental disclosure of cash flow information: Cash paid for interest $1,058,002 $1,300,377
[FN] See Accompanying Notes to Financial Statements e) ANGELES PARTNERS X LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements 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 the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1995, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1995. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1994. Certain reclassifications have been made to the 1994 information to conform to the 1995 presentation. Note B - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following expenses were paid or accrued to the General Partner and affiliates for the nine months ended September 30, 1995 and 1994: 1995 1994 Property management fees $164,096 $162,524 Marketing services 2,348 -- Reimbursement for services of affiliates including $373,161 $262,849 accrued at September 1995 and 1994, respectively 87,529 111,808 The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. Note B - Transactions with Affiliated Parties (continued) Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has provided unsecured loans totalling $3,163,184 at September 30, 1995. Interest expense for these loans was $294,957 and $284,612 for the nine months ended September 30, 1995 and 1994, respectively. Two of these loans totaling $2,500,000 were previously secured by two investment properties; however, the second mortgages were released in 1992 as part of the terms and conditions for refinancing the first mortgages. Multifamily riders were executed between the Partnership and the first mortgage holders for Carriage APX and Vista APX, stating that any subordinated debt must be non-foreclosable and maturity dates not less than 2 years beyond the maturity of the refinanced first mortgages; the agreement also provided for interest to be paid based on available cash flow. In September 1995, an agreement to the modification of the AMIT notes payable was signed. The agreement modifies the notes such that they are in compliance with the aforementioned riders. The Partnership is recording interest at the stated rates of the loan documents (12% for Carriage APX and 12.5% for Vista APX). The maturity dates are September 1, 2002 and September 1, 2000 for Vista APX and Carriage APX respectively. MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to receive 1% of the distributions of net cash distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP to vote approximately 37% of the total shares (unless and until converted to Class A Shares at which time the percentage of the vote controlled represented by the shares held by MAE GP would approximate 1% of the vote). Between the date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 annual meeting in connection with the election of trustees and other matters. MAE GP has not exerted, and continues to decline to exert, any management control over or participate in the management of AMIT. MAE GP may choose to vote these shares as it deems appropriate in the future. As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B Shares. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994, (which is the date of execution of a definitive Settlement Agreement), have been paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April 14, 1995, as payment for the option. Upon exercise of the option, AMIT would remit to MAE GP an additional $94,000. Note B - Transactions with Affiliated Parties (continued) Simultaneously with the execution of the option, MAE GP executed an irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to vote the Class B Shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to the Class B Shares instructing such trustees to vote said Class B Shares in accordance with the vote of the majority of the Class A Shares voting to be determined without consideration of the votes of "Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT. In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited partnership was organized to acquire and hold the obligations evidencing the working capital loan previously provided to the Partnership by Angeles Capital Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), an affiliate of the General Partner, was, until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a settlement of claims between affiliates of the General Partner and Angeles, AAD resigned as general partner of AAP and simultaneously received a 1/2% limited partner interest in AAP. An affiliate of Angeles now serves as the general partner of AAP. This working capital loan funded the Partnership's operating deficits in prior years. Total indebtedness, which is included as a note payable, was $651,327 at September 30, 1995, and September 30, 1994, with monthly interest only payments at prime plus 2%. Principal is to be paid the earlier of i) the availability of funds, ii) the sale of one or more properties owned by the Partnership, or iii) November 25, 1997. Total interest expense for this loan was $45,879 and $35,432 for the nine months ended September 30, 1995 and 1994, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of four apartment complexes. The following table sets forth the average occupancy of the properties for the nine month periods ended September 30, 1995, and September 30, 1994: Average Occupancy Property 1995 1994 Cardinal Woods Cary, North Carolina 96% 96% Greentree Mobile, Alabama 97% 98% Carriage Hills East Lansing, Michigan 96% 95% Vista Hills El Paso, Texas 84% 90% Occupancy at Vista Hills declined in 1995 due to military and civilian job transfers as well as an increase in the unemployment rate in the El Paso, Texas market. As a result of this market change, the property is offering tenant concessions to increase occupancy. The Partnership realized net losses for the three and nine month periods ended September 30, 1995, of $321,661 and $741,115, respectively, versus net losses of $153,949 and $556,157 for the three and nine month periods ended September 30, 1994, respectively. The increase in net loss for the nine month period ended September 30, 1995, as compared to the corresponding period in 1994, is primarily attributable to the tax refund plus interest earned thereon received in the second quarter of 1994. The increase in net loss is also attributable to decreases in other income as a result of lower deposit forfeitures partially offset by increased lease cancellation fees. In the third quarter, Greentree received a refund of $14,562 as a result of a renegotiated laundry contract. Operating expenses have increased for the three and nine month periods ended September 30, 1995, as compared to the three and nine month periods ended September 30, 1994, due to the payment and accrual of a transfer fee to Peregrine Mortgage Company by Vista Hills and Carriage Hills in the third quarter of 1995. General and administrative expenses have decreased for the three and nine month periods ended September 30, 1995, as compared to the three and nine month periods ended September 30, 1994, due to decreased reimbursements for partnership administration and decreased professional fees. Maintenance expenses have increased for the three and nine month periods ended September 30, 1995, as compared to the three and nine month periods ended September 30, 1994, due to exterior building repairs at both Carriage Hills and Greentree. At September 30, 1995, Greentree had pool repairs, repairs to gutters and exterior painting expenses. Carriage Hills experienced increased roof repairs due to wind damage. These repairs were partially offset by insurance proceeds received during the second quarter of 1995. At September 30, 1995, the Partnership had unrestricted cash of $278,268 compared to $418,129 at September 30, 1994. Net cash provided by operating activities increased primarily as a result of an increase in other liabilities. Net cash used in investing activities increased as a result of decreased receipts from restricted escrows. Net cash used in financing activities decreased due to loan costs incurred in 1994 due to the Cardinal Woods and Greentree refinancings. 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 property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of cash reserves. 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. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Registrant is unaware of any pending or outstanding litigation that is not of a routine nature. The General Partner of the Registrant believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 1995. 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 LIMITED PARTNERSHIP By: Angeles Realty Corporation General Partner By: /s/Carroll D. Vinson Carroll D. Vinson By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Controller and Principal Accounting Officer Date: November 13, 1995 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners X Limited Partnership 1995 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB. 0000317900 ANGELES PARTNERS X LIMITED PARTNERSHIP 1 9-MOS DEC-31-1995 SEP-30-1995 278,268 0 27,670 0 0 0 19,427,700 (10,791,209) 10,228,219 0 18,491,665 0 0 0 (9,9,872,490) 10,228,219 0 3,335,084 0 0 (4,076,199) 0 1,441,883 (741,115) 0 (741,115) 0 0 0 (741,115) 39.35 0 The Registrant has an unclassified balance sheet.
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