-----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, B4QzkVWxYPwWJ7nUExO9JXquaqIstzAfdI04bwqmeGMb9ZYdjvQ478NMF+s+AU7H 3OOlD8ezhtRnBTBNgfnHeA== 0000317969-97-000002.txt : 19970329 0000317969-97-000002.hdr.sgml : 19970329 ACCESSION NUMBER: 0000317969-97-000002 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 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: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10304 FILM NUMBER: 97567924 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391513 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10KSB 1 FORM 10-KSB - ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) U.S. SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from 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.) 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 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 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 X . State issuer's revenues for its most recent fiscal year $4,575,000. State the aggregate market value of the voting stock held by nonaffiliates of the Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. Market value information for Registrant's Partnership units is not available. Should a trading market develop for these units, it is management's belief that such trading would not exceed $25,000,000. DOCUMENTS INCORPORATED BY REFERENCE None PART I ITEM 1. DESCRIPTION OF BUSINESS Angeles Partners X (the "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 is Angeles Realty Corporation, a California corporation (hereinafter referred to as the "General Partner"). The General Partner of the Partnership intends to maximize the operating results and, ultimately, the net realizable value of each of the Partnership's properties in order to achieve the best possible return for the investors. Such results may best be achieved through property sales, refinancings, debt restructurings or relinquishment of the assets. The Partnership intends to evaluate each of its holdings periodically to determine the most appropriate strategy for each of the assets. The General Partner's policy is to only commit cash from operations and financings secured by the real property to support operations, capital improvements and repayment of debt on a property specific basis. The Partnership is involved in only one industry segment. The Partnership does not engage in any foreign operations or derive revenues from foreign sources. 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 property owned by the Partnership. The Partnership monitors its property 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 Partnership has no full time employees. The General Partner is vested with full authority as to the general management and supervision of the business and affairs of the Partnership. Limited Partners have no right to participate in the management or conduct of such business and affairs. Insignia Residential Group, L.P. provides property management services to each of the Partnership's investment properties. The business in which the Partnership is engaged is highly competitive. Each investment property is located in or near a major urban area and, accordingly, competes for rentals not only with similar projects in its immediate area but with hundreds of similar projects throughout the urban area. Such competition is primarily on the basis of location, rents, services and amenities. In addition, the Partnership competes with significant numbers of individuals and organizations (including similar partnerships, real estate investment trusts and financial institutions) with respect to the purchase and sale of improved real properties, primarily on the basis of the prices and terms of such transactions. ITEM 2. DESCRIPTION OF PROPERTIES The following table sets forth the Partnership's investments in properties:
Date of Property Purchase Type of Ownership Use Cardinal Woods Apartments 10/30/81 Fee ownership subject to Apartment Cary, North Carolina first and second mortgages 184 units Greentree Apartments 12/31/81 Fee ownership subject to Apartment Mobile, Alabama first and second mortgages 178 units Carriage Hills Apartments 07/30/82 Fee ownership subject to Apartment East Lansing, Michigan first mortgage 143 units Vista Hills Apartments 08/26/82 Fee ownership subject to Apartment El Paso, Texas first mortgage 264 units
SCHEDULE OF PROPERTIES: (Dollar amounts in thousands) Gross Carrying Accumulated Federal Property Value Depreciation Rate Method Tax Basis Cardinal Woods $ 5,455 $ 3,208 5-25 yrs S/L $ 1,075 Greentree 4,214 3,058 5-25 yrs S/L 746 Carriage Hills 4,129 2,365 5-25 yrs S/L 737 Vista Hills 6,100 3,286 5-25 yrs S/L 1,476 $19,898 $ 11,917 $ 4,034 See "Note A" included in "Item 7, Financial Statements" for a description of the Partnership's depreciation policy. SCHEDULE OF DEBT: (Dollar amounts in thousands) Principal Principal Balance At Balance December 31, Interest Period Maturity Due At Property 1996 Rate Amortized Date Maturity Cardinal Woods 1st mortgage $ 3,810 7.83% 28.67 yrs 10/15/03 $ 3,390 2nd mortgage 122 7.83% (3) 10/15/03 122 Greentree 1st mortgage 3,523 7.83% 28.67 yrs 10/15/03 3,135 2nd mortgage 113 7.83% (3) 10/15/03 113 Carriage Hills 1st mortgage 3,365 9.84% 30 yrs 09/01/98 3,313 Vista Hills 1st mortgage 3,698 10.23% 30 yrs 09/01/00 3,567 Other notes payable: Angeles Partners X (4) 501 (2) (3) 11/97 501 Cardinal Woods Apartments, Ltd. (1) 614 12.75% (3) 12/31/03 614 Carriage APX (1)(5) 1,432 10.21% (3) 09/00 1,432 Vista APX (1) (5) 1,561 10.81%(6) (3) 09/02 1,561 Vista APX (4) 150 (2) (3) 11/97 150 18,889 Less unamortized discount (115) Total $18,774 $17,898 (1) Loan provided by Angeles Mortgage Investment Trust (See "Note D" included in "Item 7, Financial Statements"). (2) Interest only payments at the prime interest rate or the prime interest rate plus 2%. (3) Interest only payments with a balloon payment at maturity. (4) Loan provided by Angeles Acceptance Pool, L.P. (See "Note D" included in "Item 7, Financial Statements"). (5) Interest only payments are based on available cash flow; interest is being recorded at the stated rates. (6) Debt was restructured effective March 31, 1996. See "Note B" included in "Item 7, Financial Statements". SCHEDULE OF RENTAL RATES AND OCCUPANCY: Average Annual Average Annual Rental Rates Occupancy Property 1996 1995 1996 1995 Cardinal Woods $ 6,578/unit $ 6,044/unit 97% 97% Greentree 5,121/unit 4,986/unit 97% 98% Carriage Hills 8,832/unit 8,525/unit 93% 96% Vista Hills 5,320/unit 5,237/unit 82% 85% 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. The multi- family residential properties' lease terms are for one year or less. No residential tenant leases 10% or more of the available rental space. Real estate taxes (in thousands) and rates in 1996 for each property were: Billing Rate Cardinal Woods $ 62 1.22 Greentree 36 5.15 Carriage Hills 142 5.90 Vista Hills 121 2.89 ITEM 3. LEGAL PROCEEDINGS The Partnership is unaware of any pending or outstanding litigation that is not of a routine nature. Management of the Partnership believes that all such routine matters are adequately covered by insurance and will be resolved without material adverse effect upon the Partnership's financial condition, results of operation or liquidity. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The Partnership sold 18,714 Limited Partnership Units during its offering period. The Partnership currently has 18,635 Limited Partnership Units outstanding and 1,983 Limited Partners of record. There is no intention to sell additional Limited Partnership Units nor is there an established market for these units. In 1996, the number of Limited Partnership Units decreased by 10 due to limited partners abandoning their units. In abandoning his or her Limited Partnership Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. However, during the year of abandonment, the limited partner is allocated his or her share of the loss for that year. The net loss per limited partnership unit is calculated based on the number of units outstanding at the beginning of the year. There were no abandonments during 1995. Distributions of $78,000 were made in 1995 by Cardinal Woods, Ltd., a lower tier partnership. Of these distributions, Angeles Partners X, the Limited Partner, received $77,000 in 1995 or 99% of the distribution. Angeles Realty Corporation, the General Partner of Cardinal Woods, Ltd., received $1,000 in 1995 or 1% of the distribution. There were no distributions made for the year ended December 31, 1996. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This item should be read in conjunction with the consolidated financial statements contained elsewhere in this report. Results of Operations The Partnership incurred a net loss of approximately $804,000 for the year ended December 31, 1996, as compared to a net loss of approximately $909,000 for the year ended December 31, 1995. Rental revenues for the year ended December 31, 1996, as compared to the year ended December 31, 1995, increased slightly due to an increase in rental rates at the Partnership's investment properties in 1996. Maintenance expenses increased due to an increase in exterior building improvements and exterior painting, primarily for Carriage Hills Apartments. In 1996, the Partnership incurred approximately $206,000 in major repairs and renovations. Property tax expense decreased due to a decrease in the property taxes on one of the Partnership's investment properties. In June 1996, but effective March 31, 1996, two of the Partnership's AMIT notes were modified. Previously accrued interest of $493,000 was added to the principal balance of existing debt. The debt restructuring was accounted for as a modification of terms. The total future cash payments under the restructured loan exceed the carrying value of the loan as of the date of restructure. Consequently, interest on the restructured debt is being recorded at an effective rate of 10.8% for Vista Hills and 10.2% for Carriage Hills, 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 ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. Liquidity and Capital Resources The Partnership's primary sources of cash are from the operations of its investment properties and from refinancing of such properties. At December 31, 1996, the Partnership had unrestricted cash of approximately $378,000 compared to approximately $297,000 at December 31, 1995. Net cash provided by operating activities increased primarily as a result of the decrease in net loss as discussed above, in addition to the decrease in escrows for taxes and insurance. These increases in cash flow for 1996 as compared to 1995 were partially offset by a decrease in the change related to other liabilities. Net cash used in investing activities decreased primarily due to reduced expenditures on capital improvements and reduced receipts from restricted escrows. Net cash used in financing activities increased due to an increase in principal payments on mortgage notes payable and the payment of loan costs to Angeles Mortgage Investment Trust in order to refinance the aforementioned indebtedness. 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 properties 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 the Partnership of $18,774,000 (net of discount) has maturity dates ranging from November 1997 to December 2003, at which time $17,898,000 of balloon payments are due. Working capital loans totaling $651,000, payable to Angeles Acceptance Pool, L.P., mature in November, 1997. The General Partner will initiate negotiations within the next six months and anticipates that these loans will be restructured. However, there is no assurance that these negotiations will be successful. Future cash distributions will depend on the levels of net cash generated from operations, refinancings, property sales and the availability of cash reserves. ITEM 7. FINANCIAL STATEMENTS ANGELES PARTNERS X LIST OF FINANCIAL STATEMENTS Report of Independent Auditors Consolidated Balance Sheet - December 31, 1996 Consolidated Statements of Operations - Years ended December 31, 1996 and 1995 Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, 1996 and 1995 Consolidated Statements of Cash Flows - Years ended December 31, 1996 and 1995 Notes to the Consolidated Financial Statements 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, 1996, 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, 1996. 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 generally accepted auditing standards. 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 as of December 31, 1996, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /S/ ERNST & YOUNG LLP Greenville, South Carolina February 12, 1997 ANGELES PARTNERS X CONSOLIDATED BALANCE SHEET (in thousands, except unit data) December 31, 1996 Assets Cash and cash equivalents Unrestricted $ 378 Restricted--tenant security deposits 56 Accounts receivable 59 Escrows for taxes and insurance 303 Restricted escrows 237 Other assets 421 Investment properties Land $ 1,386 Buildings and related personal property 18,512 19,898 Less accumulated depreciation (11,917) 7,981 $ 9,435 Liabilities and Partners' Deficit Liabilities Accounts payable $ 94 Tenant security deposits 56 Accrued taxes 133 Due to affiliate 533 Other liabilities 690 Notes payable 18,774 Partners' Deficit General partner's $ (275) Limited partners' (18,635 units issued and outstanding) (10,570) (10,845) $ 9,435 See Accompanying Notes to Consolidated Financial Statements ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except unit data) Years Ended December 31, 1996 1995 Revenues: Rental income $ 4,354 $ 4,263 Other income 221 225 Total revenues 4,575 4,488 Expenses: Operating 1,469 1,507 General and administrative 207 202 Maintenance 553 490 Depreciation 939 890 Interest 1,869 1,928 Property taxes 342 380 Total expenses 5,379 5,397 Net loss $ (804) $ (909) Net loss allocated to general partner (1%) $ (8) $ (9) Net loss allocated to limited partners (99%) (796) (900) Net loss $ (804) $ (909) Net loss per limited partnership unit $ (42.69) $ (48.28) See Accompanying Notes to Consolidated Financial Statements ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT (in thousands, except unit data) Limited Partnership General Limited Units Partners Partners Total Original capital contributions 18,714 $ 1 $ 18,714 $ 18,715 Partners' deficit at December 31, 1994 18,645 $ (257) $ (8,874) $ (9,131) Distributions (1) -- (1) Net loss for the year ended December 31, 1995 -- (9) (900) (909) Partners' deficit at December 31, 1995 18,645 (267) (9,774) (10,041) Net loss for the year ended December 31, 1996 -- (8) (796) (804) Abandonment of partnership units (10) -- -- -- Partners' deficit at December 31, 1996 18,635 $ (275) $ (10,570) $ (10,845) See Accompanying Notes to Consolidated Financial Statements ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 1996 1995 Cash flows from operating activities: Net loss $ (804) $ (909) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 939 890 Amortization of discounts and loan costs 99 97 Change in accounts: Restricted cash 13 (4) Accounts receivable (29) (12) Escrows for taxes and insurance 114 (72) Other assets (5) 2 Accounts payable 22 (4) Tenant security deposit liabilities (14) 2 Accrued taxes (61) (15) Due to affiliates 132 111 Other liabilities 273 469 Net cash provided by operating activities 679 555 Cash flows from investing activities: Property improvements and replacements (358) (585) Deposits to restricted escrows (70) (111) Receipts from restricted escrows 28 220 Net cash used in investing activities (400) (476) Cash flows from financing activities: Payments on mortgage notes payable (184) (165) Loan costs (14) -- Distributions to partners -- (1) Net cash used in financing activities (198) (166) Net increase (decrease) in cash and cash equivalents 81 (87) Unrestricted cash and cash equivalents at beginning of year 297 384 Unrestricted cash and cash equivalents at end of year $ 378 $ 297 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,398 $ 1,407 Supplemental disclosure of non-cash financing activities: Interest on notes transferred to notes payable $ 493 $ -- See Accompanying Notes to Consolidated Financial Statements ANGELES PARTNERS X Notes to Consolidated Financial Statements December 31, 1996 NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization: Angeles Partners X ("the Partnership") is a California limited partnership organized in June 1980, to acquire and operate residential properties. The Partnership's General Partner is Angeles Realty Corporation, an affiliate of Insignia Financial Group, Inc. As of December 31, 1996, the Partnership operates four residential properties located in or near major urban areas in the United States. Principles of Consolidation: The financial statements include all the accounts of the Partnership and its majority owned partnerships. All significant interpartnership balances have been eliminated. Minority interest is immaterial and not shown separately in the financial statements. 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 Partner and 99% to the Limited Partners. Except as discussed below, the Partnership will allocate distributions 1% to the General Partner 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 Partner 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; (iii) third, to the General Partner 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 Partner. Depreciation: Depreciation is computed utilizing the straight-line method over an estimated useful life of 10 to 25 years for buildings and improvements and 5 years for furniture and fixtures. For tax purposes, depreciation is computed by using the straight-line method over an estimated life of 12 years for personal property and 40 years for real property. Cash and Cash Equivalents: The Partnership considers all highly liquid investments with a maturity when purchased of three months or less to be cash equivalents. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Restricted Cash - Tenant Security Deposits: The Partnership requires security deposits from all apartment lessees for the duration of the lease and considers the deposits to be restricted cash. Deposits are refunded when the tenant vacates the apartment if there has been no damage to the unit. Investment Properties: During the fourth quarter of 1995 the Partnership adopted "FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. The effect of adoption was not material. Restricted Escrows: CAPITAL IMPROVEMENT - At the time of the refinancing of Cardinal Woods Apartments' and Greentree Apartments' mortgage notes payable in 1993, approximately $428,000 of the proceeds were designated for "capital improvement escrows" for certain capital improvements. The balance in the capital improvement escrows at December 31, 1996, is approximately $2,000. The capital improvements have been completed. These excess funds will be returned for property operations in 1997. RESERVE ACCOUNT - In addition to the Capital Improvement reserves, general Reserve Accounts of approximately $145,000 were established with the refinancing proceeds for the refinanced properties. 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. Reserve accounts are also maintained for Carriage Hills Apartments and Vista Hills Apartments. Reserve escrows for all properties totaled approximately $235,000 at December 31, 1996. Loan Costs: Loan costs of approximately $691,000 with accumulated amortization of approximately $324,000, included in "Other assets" in the accompanying consolidated balance sheet at December 31, 1996, are being amortized on a straight-line basis over the life of the loans. Leases: The Partnership generally leases apartment units for twelve-month terms or less. 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: In 1995, the Partnership implemented "Statement of Financial Accounting Standards No. 107, Disclosure about Fair Value of Financial Instruments," which requires disclosure of fair value information about financial instruments for which it is practicable to estimate that value. The carrying amount of the Partnership's cash and cash equivalents approximates fair value due to short- term maturities. The Partnership estimates the fair value of its fixed rate mortgages by discounted cash flow analysis, based on estimated borrowing rates currently available to the Partnership ("Note B"). Advertising Costs: Advertising costs of $78,000 and $69,000 for the years ended December 31, 1996 and 1995, respectively, are charged to expense as they are incurred and are included in operating expenses. Reclassifications: Certain reclassifications have been made to the 1995 balances to conform to the 1996 presentation. NOTE B - NOTES PAYABLE The principal terms of notes payable are as follows (dollar amounts in thousands): Monthly Principal Principal Payment Balance Balance At Including Interest Maturity Due At December 31, Property Interest Rate Date Maturity 1996 Mortgages: Cardinal Woods Apartments 1st mortgage $ 29 7.83% 10/15/03 $ 3,390 $ 3,810 2nd mortgage 1 7.83% 10/15/03 122 122 Greentree 1st mortgage 27 7.83% 10/15/03 3,135 3,523 2nd mortgage 1 7.83% 10/15/03 113 113 Carriage Hills Apartments 1st mortgage 30 9.84% 09/01/98 3,313 3,365 Vista Hills 1st mortgage 34 10.23% 09/01/00 3,567 3,698 Other notes payable: Angeles Partners X (4) (2) (2) 11/97 501 501 Cardinal Woods Apartments, Ltd. (1) (3) 12.75% 12/31/03 614 614 Carriage APX (1) (6) 10.2% (7) 09/00 1,432 1,432 Vista APX (1) (6) 10.8% (7) 09/02 1,561 1,561 Vista APX (4) (2) (2) 11/97 150 150 18,889 Less unamortized discounts at a rate of 8.13% (5) (115) Total $ 122 $17,898 $ 18,774 (1) Loan provided by Angeles Mortgage Investment Trust ("AMIT"). (See "Note D"). (2) Interest only payments at the prime interest rate or the prime interest rate plus 2%. (3) Payments made based on excess cash flow, as defined in the First Deed of Trust and Security Agreement. (4) Loan provided by Angeles Acceptance Pool, L.P. (See "Note D") (5) Interest rate buy-downs were exercised for Cardinal Woods and Greentree when the debt was refinanced. The fees for the interest rate reductions amounted to $153,000 and are being amortized as a mortgage discount on the interest method over the life of the loans. The unamortized discount fees are reflected as a reduction of the notes payable and increase the effective rate of the debt to 8.13%. (6) Interest only payments are based on available cash flow. (7) Debt was restructured effective March 31, 1996.(See below for further explanation.)
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has provided unsecured loans totaling $3,607,000 at December 31, 1996. Interest expense for these loans was $404,000 and $450,000 for the years ended December 31, 1996 and 1995, 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 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. In June 1996, but effective March 31, 1996, these loans were modified, adding non-default accrued interest payable of $493,000 to the loan balances and waiving accrued, but unpaid, default interest and late charges. The modified $1,404,000 Carriage APX note matures in September 2000, and provides for interest at 12% on the original $1,200,000 note amount. The modified $1,530,000 Vista APX note matures in September 2002, and provides for interest at 12.5% on the original $1,300,000 note amount. As part of the modifications, AMIT was granted a first priority lien on the Partnership's 99% limited partnership interests in the Vista APX and Carriage APX lower-tier partnerships which own Vista Hills Apartments and Carriage Hills Apartments, respectively. The debt restructuring was accounted for as a modification of terms. The total future cash payments under the restructured loan exceed the carrying value of the loan as of the date of restructure. Consequently, interest on the restructured debt is being recorded at an imputed rate of 10.8% for Vista Hills and 10.2% for Carriage Hills, 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. The estimated fair value of the Partnership's aggregate mortgage notes payable approximates its carrying value. This estimate is not necessarily indicative of the amounts the Partnership may pay in actual market transactions. The General Partner believes that it is not appropriate to use the Partnership's incremental borrowing rate for the notes to affiliates as there are currently no markets in which the Partnership could obtain similar financing. Scheduled principal payments of notes payable subsequent to December 31, 1996, are as follows (dollar amounts in thousands): 1997 $ 807 1998 3,471 1999 149 2000 5,146 2001 129 Thereafter 9,187 $ 18,889 Mortgages are collateralized by the related property and improvements of the Partnership. Certain of the mortgage notes impose prepayment penalties if repaid prior to maturity. NOTE C - INCOME TAXES Taxable income or loss of the Partnership is reported in the income tax returns of its partners. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Differences between the net loss as reported and Federal taxable loss result primarily from (1) amortization of present value discounts, (2) depreciation over different methods and lives and on differing cost bases of apartment properties and (3) change in rental income received in advance. The following is a reconciliation of reported net loss and Federal taxable loss (dollar amounts in thousands): 1996 1995 Net loss as reported $ (804) $ (909) Add (deduct): Depreciation differences (54) (124) Unearned income (61) 10 Amortization (2) 3 Other (22) 24 Federal taxable loss $ (943) $ (996) Federal taxable loss per limited partnership unit $ (50.12) $ (52.87) The following is a reconciliation at December 31, 1996, between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands): Net deficiency - as reported $ (10,845) Land and buildings 3,706 Accumulated depreciation (7,653) Syndication fees 2,071 Other 63 Net deficiency - Federal tax basis $ (12,658) NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for 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 in 1996 and 1995 (dollar amounts in thousands): 1996 1995 Property management fee $ 227 $ 222 Reimbursement for services of affiliates including $533,000 accrued at December 31, 1996 152 124 Reimbursements for services of affiliates includes approximately $14,000 in construction service reimbursements for the year ended December 31, 1996. 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 were 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. 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 39% 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 1.3% 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 and 1996 annual meetings 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. However, MAE GP may choose to vote these shares as it deems appropriate in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General Partner and an affiliate of Insignia Financial Group, Inc., ("Insignia") which provides property management and partnership administration services to the Partnership, owns 126,500 Class A Shares of AMIT at December 31, 1996. As of February 1, 1997, the number of shares owned by LAC decreased to 96,800. These Class A Shares entitle LAC to vote approximately 2.2% of the total shares. In addition, Insignia has engaged and continues to engage in discussions with AMIT regarding various potential business combinations with affiliates of Insignia. 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. 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. 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 December 31, 1996, and December 31, 1995, with monthly interest only payments at prime plus 2%. These loans mature November 25, 1997. Total interest expense for this loan was $58,000 and $61,000 for the years ended December 31, 1996 and 1995, respectively. The General Partner will initiate negotiations with AAP within the next six months and anticipates that these loans will be restructured. However, there is no assurance that these negotiations will be successful. NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (Dollar amounts in thousands)
Initial Cost To Partnership Buildings Cost and Related Capitalized Personal Subsequent to Description Encumbrances Land Property Acquisition Cardinal Woods Apartments $ 3,932 $ 269 $ 4,572 $ 614 Greentree Apartments 3,636 211 3,345 658 Carriage Hills Apartments 3,365 101 3,509 519 Vista Hills Apartments 3,698 805 4,827 468 Other notes payable 4,258 -- -- -- Totals $18,889 $ 1,386 $ 16,253 $ 2,259
Gross Amount At Which Carried At December 31, 1996 Buildings And Related Personal Accumulated Date of Date Depreciation Description Land Property Total Depreciation Construction Acquired Life-Years Cardinal Woods $ 269 $ 5,186 $ 5,455 $ 3,208 09/79 10/30/81 25 Greentree 211 4,003 4,214 3,058 08/74 12/31/81 25 Carriage Hills 101 4,028 4,129 2,365 06/72 07/30/82 25 Vista Hills 805 5,295 6,100 3,286 02/77 08/26/82 25 Totals $ 1,386 $ 18,512 $ 19,898 $ 11,917
The depreciable lives included above are for the buildings and components. The depreciable lives for related personal property are for 5 to 7 years. Reconciliation of Investment Properties and Accumulated Depreciation: Years Ended December 31, 1996 1995 Investment Properties Balance at beginning of year $ 19,595 $ 19,072 Disposal of property (55) (62) Property improvements 358 585 Balance at end of year $ 19,898 $ 19,595 Accumulated Depreciation Balance at beginning of year $ 11,022 $ 10,190 Depreciation expense 939 890 Disposal of property (44) (58) Balance at end of year $ 11,917 $ 11,022 The aggregate cost of the real estate for Federal income tax purposes at December 31, 1996 and 1995, is approximately $23,604,000 and $23,245,000. The accumulated depreciation taken for Federal income tax purposes at December 31, 1996 and 1995, is approximately $19,570,000 and $18,577,000. NOTE F - DISTRIBUTIONS Distributions of $78,000 were made in 1995 by Cardinal Woods, Ltd., the lower tier partnership. Of these distributions, Angeles Partners X, the Limited Partner, received $77,000 in 1995 or 99% of the distribution. Angeles Realty Corporation, the General Partner of Cardinal Woods, Ltd., received $1,000 in 1995 or 1% of the distribution. For the year ended December 31, 1996, there were no distributions. NOTE G - ABANDONMENT OF UNITS In 1996, the number of Limited Partnership Units decreased by 10 due to limited partners abandoning their units. In abandoning his or her Limited Partnership Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. However, during the year of abandonment, the limited partner is allocated his or her share of the loss for that year. The net loss per limited partnership unit is calculated based on the number of units outstanding at the beginning of the year. There were no abandonments during 1995. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 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 names and ages of, as well as the positions and offices held by, the executive officers and directors of Angeles Realty Corporation, the Partnership's General Partner as of December 31, 1996, are set forth below. Name Age Office Carroll D. Vinson 56 President Robert D. Long, Jr. 29 Controller and Principal Accounting Officer William H. Jarrard, Jr. 50 Vice President John K. Lines, Esq. 37 Vice President and Secretary Kelley M. Buechler 39 Assistant Secretary Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P., and subsidiaries since August of 1994. Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment and consulting activities. Briefly, in early 1993, Mr. Vinson served as President and Chief Executive Officer of Angeles Corporation, a real estate investment firm. From 1991 to 1993, Mr. Vinson was employed by Insignia in various capacities including Managing Director-President during 1991. From 1986 to 1990, Mr. Vinson was President and a Director of U.S. Shelter Corporation, a real estate services company, which sold substantially all of its assets to Insignia Financial Group, Inc. ("Insignia") in December 1990. Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to joining Metropolitan Asset Enhancement, L.P., he was an auditor for the State of Tennessee and was associated with the accounting firm of Harshman Lewis and Associates. William H. Jarrard, Jr. has been Managing Director - Partnership Administration of Insignia since January 1991. Mr. Jarrard served as Managing Director - Partnership Administration and Asset Management from July 1994 to January 1996. During the five years prior to joining Insignia in 1991, he served in similar capacities for U. S. Shelter. John K. Lines, Esq. has been Insignia's General Counsel since June 1994, and General Counsel and Secretary since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen Financial Corporation, West Palm Beach, Florida. From October 1991 until May 1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders & Dempsey, Columbus, Ohio. Kelley M. Buechler has been Assistant Secretary of Insignia since 1991. During the five years prior to joining Insignia in 1991, she served in similar capacities for U. S. Shelter. ITEM 10. EXECUTIVE COMPENSATION No direct form of compensation or remuneration was paid by the Partnership to any officer or director of ARC. The Partnership has no plan, nor does the Partnership presently propose a plan, which will result in any remuneration being paid to any officer or director upon termination of employment. However, fees and other payments have been made to the Partnership's general partner and its affiliates, as described below in "Item 12, Certain Relationships and Related Transaction" which is incorporated herein by reference. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 1996, no person owned of record more than 5% of Limited Partnership Units of the Partnership nor was any person known by the Partnership to own of record and beneficially, or beneficially only, more than 5% of such securities. The Partnership knows of no contractual arrangements, the operation of the terms of which may at a subsequent date result in a change in control of the Partnership, except for Article 12.1 of the Agreement, which provides that upon a vote of the Limited Partners holding more than 50% of the then outstanding Limited Partnership Units the General Partner may be expelled from the Partnership upon 90 days written notice. In the event that a successor general partner has been elected by Limited Partners holding more than 50% of the then outstanding Limited Partnership Units and, if said Limited Partners elect to continue the business of the Partnership, the Partnership is required to pay in cash to the expelled General Partner an amount equal to the accrued and unpaid management fee described in Article 10 of the Agreement and to purchase the General Partner's interest in the Partnership on the effective date of the expulsion, which shall be an amount equal to the difference between (i) the balance of the General Partner's capital account and (ii) the fair market value of the share of Distributable Net Proceeds to which the General Partner would be entitled. Such determination of the fair market value of the share of Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS No transactions have occurred between the Partnership and any officer or director of ARC. 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 in 1996 and 1995 (dollar amounts in thousands): 1996 1995 Property management fee $ 227 $ 222 Reimbursement for services of affiliates including $533,000 accrued at December 31, 1996 152 124 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 were 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. Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust, has provided unsecured loans totaling $3,607,000 at December 31, 1996. Interest expense for these loans was $404,000 and $450,000 for the year ended December 31, 1996 and 1995, 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 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. In June 1996, but effective March 31, 1996, these loans were modified adding non-default accrued interest payable to the loan balances and waiving accrued, but unpaid, default interest and late charges. The modified $1,404,000 Carriage APX note matures in September 2000, and provides for interest at 12% on the original $1,200,000 note amount. The modified $1,530,000 Vista APX note matures in September 2002, and provides for interest at 12.5% on the original $1,300,000 note amount. As part of the modifications, AMIT was granted a first priority lien on the Partnership's 99% limited partnership interests in the Vista APX and Carriage APX lower-tier partnerships which own Vista Hills Apartments and Carriage Hills Apartments, 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 39% 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 1.3% 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 and 1996 annual meetings 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. However, MAE GP may choose to vote these shares as it deems appropriate in the future. In addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the General Partner and an affiliate of Insignia Financial Group, Inc., ("Insignia") which provides property management and partnership administration services to the Partnership, owns 126,500 Class A Shares of AMIT at December 31, 1996. As of February 1, 1997, the number of shares owned by LAC decreased to 96,800. These Class A Shares entitle LAC to vote approximately 2.2% of the total shares. In addition, Insignia has engaged and continues to engage in discussions with AMIT regarding various potential business combinations with affiliates of Insignia. 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. 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. 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 December 31, 1996, and December 31, 1995, 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 $58,000 and $61,000 for the years ended December 31, 1996 and 1995, respectively. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-B: Refer to Exhibit Index. (b) No reports of Form 8-K were filed during the fourth quarter of 1996. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS X (A California Limited Partnership) (Registrant) By: Angeles Realty Corporation By: /s/ Carroll D. Vinson Carroll D. Vinson President Date: March 28, 1997 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Partnership and in the capacities and on the date indicated. /s/ Carroll D. Vinson President March 28, 1997 Carroll D. Vinson /s/ Robert D. Long, Jr. Controller and Principal March 28, 1997 Robert D. Long, Jr. Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 3.1 Amended Certificate and Agreement of Limited Partnership dated June 24, 1980, filed in Form 10K dated October 31, 1982, and is incorporated herein by reference. 10.1 Purchase and Sale Agreement with Exhibits -Cardinal Woods filed in Form 8K dated October 30, 1981, and is incorporated herein by reference. 10.2 Purchase and Sale Agreement with Exhibits - Greentree Apartments filed in Form 8K dated December 31, 1981, and is incorporated herein by reference. 10.4 Purchase and Sale Agreement with Exhibits - Carriage Hills Apartments filed in Form 8K dated July 30, 1982, and is incorporated herein by reference. 10.5 Third Trust Deed Mortgage - Carriage Hills Apartments, filed in Form 10K, 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 10Q, Exhibit 10.13, dated September 30, 1990, and is incorporated herein by reference. 10.7 Promissory Note - Greentree Apartments, filed in Form 10Q, 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 8K, 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 Notes 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 Notes 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. 16 Letter from the Partnership's former independent accountant regarding its concurrence with the statements made by the Partnership is incorporated by reference to the exhibit filed with Form 8-K dated September 1, 1993. 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. EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners X 1996 Year-End 10-KSB and is qualified in its entirety by reference to such 10-KSB filing. 0000317900 ANGELES PARTNERS X 1,000 12-MOS DEC-31-1996 DEC-31-1996 378 0 0 0 0 0 19,898 (11,917) 9,435 0 18,774 0 0 0 (10,845) 9,435 0 4,575 0 0 5,379 0 1,869 (804) 0 (804) 0 0 0 (804) (42.69) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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