-----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, ND9sLULhoBif66RIAJroBQV8PFPxYdyDSBb8iMVvLKT4ho0yIcEQA2WcgcP60nyn kSwd9EnLWYd42LFRWreXYw== 0000317900-96-000005.txt : 19960513 0000317900-96-000005.hdr.sgml : 19960513 ACCESSION NUMBER: 0000317900-96-000005 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NONE 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: 96559626 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB--Quarterly or Transitional Report (Added by 34-30968, eff. 8/13/92, as amended.) [X] Quarterly Report Under Section 13 or 15(d) of the Exchange Act of 1934 For the quarterly period ended March 31, 1996 [ ] Transition Report Under Section 13 or 15(d) of the Exchange Act 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 (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS X CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996 Assets Cash and cash equivalents: Unrestricted $ 350 Restricted--tenant security deposits 65 Accounts receivable 12 Escrows for taxes and insurance 281 Restricted escrows 201 Other assets 481 Investment properties Land $ 1,386 Buildings and related personal property 18,258 19,644 Less accumulated depreciation (11,218) 8,426 $ 9,816 Liabilities and Partners' Deficit Liabilities Accounts payable $ 59 Tenant security deposits 65 Accrued taxes 86 Due to affiliates 430 Other liabilities 973 Mortgage notes payable 18,413 Partners' Deficit General partners $ (269) Limited partners (18,645 units issued and outstanding) (9,941) (10,210) $ 9,816 See Accompanying Notes to Consolidated Financial Statements b) ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended March 31, 1996 1995 Revenues: Rental income $ 1,040 $ 1,018 Other income 56 49 Total revenues 1,096 1,067 Expenses: Operating 352 329 General and administrative 48 46 Maintenance 77 96 Depreciation 223 214 Interest 466 478 Property taxes 99 100 Total expenses 1,265 1,263 Net loss $ (169) $ (196) Net loss allocated to general partners (1%) $ (2) $ (2) Net loss allocated to limited partners (99%) (167) (194) $ (169) $ (196) Net loss per limited partnership unit $ (8.96) $ (10.40) See Accompanying Notes to Consolidated Financial Statements c) ANGELES PARTNERS X CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 18,714 $ 1 $ 18,714 $ 18,715 Partners' deficit at December 31, 1995 18,645 $ (267) $ (9,774) $(10,041) Net loss for the three months ended March 31, 1996 -- (2) (167) (169) Partners' deficit at March 31, 1996 18,645 $ (269) $ (9,941) $(10,210) See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net loss $ (169) $ (196) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 223 214 Amortization of discounts and loan costs 24 24 Change in accounts: Restricted cash 5 1 Accounts receivable 7 2 Escrows for taxes and insurance 135 81 Other assets (13) (12) Accounts payable (13) (15) Tenant security deposit liabilities (5) -- Accrued taxes (107) (104) Due to affiliates 28 31 Other liabilities 62 106 Net cash provided by operating activities 177 132 Cash flows from investing activities: Property improvements and replacements (76) (112) Deposits to restricted escrows (19) (43) Receipts from restricted escrows 14 44 Net cash used in investing activities (81) (111) Cash flows used in financing activities: Payments on mortgage notes payable (43) (32) Net increase (decrease) in cash 53 (11) Cash and cash equivalents at beginning of period 297 384 Cash and cash equivalents at end of period $ 350 $ 373 Supplemental disclosure of cash flow information: Cash paid for interest $ 350 $ 395 See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS X NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited 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 three month period ended March 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Angeles Partners X (the "Partnership") annual report on Form 10-KSB for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 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 payments were made to the General Partner and affiliates for the three months ended March 31, 1996 and 1995: 1996 1995 (in thousands) Property management fee $55 $54 Reimbursement for services of affiliates including $430 accrued at March 31, 1996 30 29 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 $3,146,000 at March 31, 1996. Interest expense for these loans was $97,000 and $99,000 for the three months ended March 31, 1996 and 1995, respectively. Two of these loans totalling $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 with maturity dates not less than 2 years beyond the maturity of the refinanced first mortgages; the agreement also provided for interest on any subordinated debt to be paid based on available cash flow. The General Partner and AMIT are currently negotiating AMIT's compliance with the aforementioned riders for its debt. The Partnership is recording interest at the stated rates of the loan documents (12.0% for Carriage APX and 12.5% for Vista APX), until AMIT and the General Partner reach an accord on this issue. 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 1.2% 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 1.2% 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. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General Partner and an affiliate of Insignia Financial Group, Inc., which provides property management and partnership administration services to the Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote approximately 1.5% of the total shares. 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 loans 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. These working capital loans funded the Partnership's operating deficits in prior years. Total indebtedness, which is included as a note payable, was $651,000 at March 31, 1996, with monthly interest only payments at prime and 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 $14,000 and $15,000 for the three months ended March 31, 1996 and 1995, 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 three months ended March 31, 1996 and March 31, 1995: Average Occupancy Property 1996 1995 Cardinal Woods Apartments Cary, North Carolina 97% 98% Greentree Apartments Mobile, Alabama 98% 98% Carriage Hills Apartments East Lansing, Michigan 93% 95% Vista Hills Apartments (1) El Paso, Texas 78% 76% (1) The low occupancy at Vista Hills Apartments is due to the transfer of military and civilian jobs out of, as well as a high unemployment rate in, the El Paso, Texas area. As a result of this market change, the property has increased advertising and offered tenant concessions to increase occupancy. The Partnership realized a net loss for the three months ended March 31, 1996, of $169,000 versus a net loss of $196,000 for the three months ended March 31, 1995. The decrease in net loss is attributable to increases in rental income and decreases in maintenance expenses. The increase in rental income and decrease in maintenance expense is partially offset by an increase in operating expense. The increase in rental income is primarily the result of an increase in rental rates at Cardinal Woods Apartments. The increase in operating expenses is due primarily to salary and utility increases at the properties. The cash situation of Vista Hills Apartments, as a result of the low occupancy, has caused a deferral of some repair and maintenance expenditures. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. At March 31, 1996, the Partnership had unrestricted cash of $350,000 compared to $373,000 at March 31, 1995. Net cash provided by operating activities increased as a result of a decrease in net loss and a decrease in the escrow for taxes and insurance, offset, in part, by a smaller increase in other liabilities. Net cash used in investing activities decreased primarily as a result of reduced expenditures for property improvements. Net cash used in financing activities increased due to an increase in principal payments on mortgage notes payable. 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. The outstanding indebtedness of $18,413,000 (net of discount) has maturity dates of November 1997 to December 2003, at which time $17,445,000 of balloon payments are due. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of cash reserves. There were no distributions made during the three months ended March 31, 1996, and the three months ended March 31, 1995. 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: None. b) Reports on Form 8-K: None filed during the three months ended March 31, 1996. 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 President By: /s/Robert D. Long, Jr. Robert D. Long, Jr. Vice President/CAO Date: May 10, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners X 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000317900 ANGELES PARTNERS X 1,000 3-MOS DEC-31-1996 MAR-31-1996 350 0 12 0 0 0 19,644 11,218 9,816 0 18,413 0 0 0 (10,210) 9,816 0 1,096 0 0 1,265 0 466 (169) 0 (169) 0 0 0 (169) (8.96) 0 The Registrant has an unclassified balance sheet.
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