-----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, SmktlVSer8oxCTIZSjVlXXEmnd1/HGt3GFfWLM6ATY5r4Vqqlyp2uoPZWcjvblMy 8Ah34evxgmB+UATSYDRdog== /in/edgar/work/0000711642-00-000328/0000711642-00-000328.txt : 20001115 0000711642-00-000328.hdr.sgml : 20001115 ACCESSION NUMBER: 0000711642-00-000328 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS X CENTRAL INDEX KEY: 0000317900 STANDARD INDUSTRIAL CLASSIFICATION: [6500 ] IRS NUMBER: 953557899 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-10304 FILM NUMBER: 764302 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 0001.txt QUARTER ENDING SEPTEMBER 30, 2000 FORM 10-QSB-- QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-10304 ANGELES PARTNERS X (Exact name of small business issuer as specified in its charter) California 95-3557899 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Partnership was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS X CONSOLIDATED BALANCE SHEET (in thousands, except unit data) (Unaudited) September 30, 2000
Assets Cash and cash equivalents $ 407 Receivables and deposits 91 Restricted escrows 76 Other assets 246 Investment properties: Land $ 312 Buildings and related personal property 9,454 9,766 Less accumulated depreciation (6,971) 2,795 $ 3,615 Liabilities and Partners' Deficit Liabilities Accounts payable $ 99 Tenant security deposit liabilities 12 Accrued property taxes 41 Other liabilities 177 Mortgage notes payable 8,672 Partners' Deficit General partners $ (245) Limited partners (18,625 units issued and outstanding) (5,141) (5,386) $ 3,615 See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine months Ended September 30, September 30, 2000 1999 2000 1999 Revenues: Rental income $ 566 $ 574 $ 1,711 $ 1,862 Other income 44 49 148 140 Gain on sale of investment property -- -- -- 2,673 Total revenues 610 623 1,859 4,675 Expenses: Operating 266 245 717 817 General and administrative 103 50 184 157 Depreciation 110 112 337 354 Interest 176 178 510 599 Property taxes 46 47 143 162 Total expenses 701 632 1,891 2,089 (Loss) income before extraordinary item (91) (9) (32) 2,586 Extraordinary loss on early extinguishment of debt -- -- -- (66) Net (loss) income $ (91) $ (9) $ (32) $ 2,520 Net (loss) income allocated to general partner $ (1) $ -- $ -- $ 184 Net (loss) income allocated to limited partners (90) (9) (32) 2,336 $ (91) $ (9) $ (32) $ 2,520 Net (loss) income per limited partnership unit: (Loss) income before extraordinary item $ (4.83) $ (.48) $ (1.72) $128.96 Extraordinary item -- -- -- (3.54) Net (loss) income $ (4.83) $ (.48) $ (1.72) $125.42 Distribution per limited partnership unit $ -- $ 77.10 $ 34.52 $ 77.10 See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS X CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (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, 1999 18,625 $ (238) $(4,466) $(4,704) Distribution to partners -- (7) (643) (650) Net loss for the nine months ended September 30, 2000 -- -- (32) (32) Partners' deficit at September 30, 2000 18,625 $ (245) $(5,141) $(5,386) See Accompanying Notes to Consolidated Financial Statements
d) ANGELES PARTNERS X CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2000 1999 Cash flows from operating activities: Net (loss) income $ (32) $ 2,520 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 337 354 Amortization of discounts and loan costs 25 35 Extraordinary loss on early extinguishment of debt -- 66 Gain on sale of investment property -- (2,673) Change in accounts: Receivables and deposits 150 87 Other assets (38) (36) Accounts payable 78 (129) Tenant security deposit liabilities 5 (24) Accrued property taxes 31 (60) Other liabilities 41 (77) Net cash provided by operating activities 597 63 Cash flows from investing activities: Property improvements and replacements (429) (154) Net withdrawals from restricted escrows 14 288 Proceeds from sale of investment property -- 5,054 Net cash (used in) provided by investing activities (415) 5,188 Cash flows from financing activities: Payments on mortgage notes payable (83) (86) Distributions to partners (780) (1,610) Repayment of mortgage notes payable -- (3,627) Prepayment penalty -- (39) Net cash used in financing activities (863) (5,362) Net decrease in cash and cash equivalents (681) (111) Cash and cash equivalents at beginning of period 1,088 1,283 Cash and cash equivalents at end of period $ 407 $ 1,172 Supplemental disclosure of cash flow information: Cash paid for interest $ 462 $ 595 See Accompanying Notes to Consolidated Financial Statements
e) ANGELES PARTNERS X NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Angeles Partners X (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Angeles Realty Corporation (the "General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2000, are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999. Principles of Consolidation The consolidated financial statements include all the accounts of the Partnership and its 99% limited partnership interests in Cardinal Woods Apartments, Ltd., Carriage AP X Ltd. and Vista AP X, Ltd. The General Partner of the consolidated partnerships is Angeles Realty Corporation. Angeles Realty Corporation may be removed as the general partner of the consolidated partnership by the Registrant; therefore, the consolidated partnerships are controlled and consolidated by the Registrant. All significant interpartnership balances have been eliminated. Note B - Transfer of Control Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the General Partner. The General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership. Note C - Disposition of Investment Property On March 1, 1999, Vista Hills Apartments, located in El Paso, Texas, was sold to an unaffiliated third party for $5,150,000. After closing expenses of approximately $96,000 the net proceeds received by the Partnership were approximately $5,054,000. The Partnership used most of the proceeds from the sale of the property to pay off the debt encumbering the property of approximately $3,627,000. The sale of the property resulted in a gain on sale of investment property of approximately $2,673,000 and a loss on early extinguishment of debt of approximately $66,000 consisting of a prepayment penalty and the write off of unamortized loan costs. Revenues from Vista Hills Apartments included in the accompanying consolidated statements of operations were approximately $166,000 for the nine months ended September 30, 1999. Note D - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were paid or accrued to the General Partner and its affiliates for the nine months ended September 30, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $ 92 $103 Reimbursement of services of affiliates (included in operating, general and administrative expenses and investment properties) 146 60 Incentive distribution to General Partner -- 155 During the nine months ended September 30, 2000 and 1999, affiliates of the General Partner were entitled to receive 5% of gross receipts from the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $92,000 and $103,000 for the nine months ended September 30, 2000 and 1999, respectively. An affiliate of the General Partner received reimbursement of accountable administrative expenses amounting to approximately $146,000 and $60,000 for the nine months ended September 30, 2000 and 1999, respectively. Included in the expenses for the nine months ended September 30, 2000, is approximately $44,000, in reimbursements for construction oversight costs. No such costs were incurred for the nine months ended September 30, 1999. In connection with the sale of the Vista Hills Apartments, the General Partners were entitled to and were paid an Incentive Distribution of approximately $155,000 during the nine months ended September 30, 1999. Pursuant to the Partnership Agreement, the General Partner is entitled to receive a distribution equal to 4% of the aggregate disposition price of sold properties. The Partnership paid a distribution of $154,000 to the General Partner related to the sale of Vista Hills Apartments in 1999. This distribution is subordinate to the limited partners receiving their original capital contributions plus a cumulative preferred return of 6% per annum of their adjusted capital investment, as defined in the Partnership Agreement. If the limited partners have not received these returns when the Partnership terminates, the General Partner will return this amount to the Partnership. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates currently own 9,602 limited partnership units in the Partnership representing 51.55% of the outstanding units. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make one or more additional offers to acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 51.55% of the outstanding units, AIMCO is in a position to influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the General Partner because of their affiliation with the General Partner. Note E - Distributions Cash distributions of approximately $780,000 were paid to the partners during the nine months ended September 30, 2000, $130,000 of which was related to a payable at December 31, 1999. The remaining $650,000 (approximately $643,000, of which was paid to the limited partners, $34.52 per limited partnership unit) was paid from operations. A distribution of approximately $1,610,000 (approximately $1,436,000 to the limited partners or $77.10 per limited partnership unit) was paid from both sales proceeds from the sale of Vista Hills Apartments and operations of the Partnership during the nine months ended September 30, 1999. The distribution from surplus funds included approximately $155,000 which was paid to the General Partner as an incentive distribution upon the sale of the Vista Hills Apartments. Note F - Segment Information Description of the types of products and services from which the reportable segment derives its revenues: The Partnership has one reportable segment: residential properties. The Registrant's residential property segment consists of two apartment complexes, one each located in Alabama and Michigan. The Partnership rents apartment units to tenants for terms that are typically twelve months or less. Measurement of segment profit or loss: The Partnership evaluates performance based on segment profit (loss) before depreciation. The accounting policies of the reportable segment are the same as those of the Partnership as described in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999. Factors management used to identify the enterprise's reportable segment: The Partnership's reportable segment consists of investment properties that offer similar products and services. Although each of the investment properties is managed separately, they have been aggregated into one segment as they provide services with similar types of products and customers. Segment information for the three and nine months ended September 30, 2000 and 1999, is shown in the tables below. The "Other" column includes Partnership administration related items and income and expense not allocated to the reportable segment. Three Months Ended September 30, 2000 Residential Other Totals (in thousands) Rental income $ 566 $ -- $ 566 Other income 43 1 44 Interest expense 176 -- 176 Depreciation 110 -- 110 General and administrative expense -- 103 103 Segment profit (loss) 11 (102) (91) Nine Months Ended September 30, 2000 Residential Other Totals (in thousands) Rental income $ 1,711 $ -- $ 1,711 Other income 136 12 148 Interest expense 510 -- 510 Depreciation 337 -- 337 General and administrative expense -- 184 184 Segment profit (loss) 140 (172) (32) Total assets 3,520 95 3,615 Capital expenditures for investment properties 429 -- 429 Three Months Ended September 30, 1999 Residential Other Totals (in thousands) Rental income $ 574 $ -- $ 574 Other income 39 10 49 Interest expense 178 -- 178 Depreciation 112 -- 112 General and administrative expense -- 50 50 Segment profit (loss) 31 (40) (9) Nine Months Ended September 30, 1999 Residential Other Totals (in thousands) Rental income $ 1,862 $ -- $1,862 Other income 101 39 140 Interest expense 599 -- 599 Depreciation 354 -- 354 General and administrative expense -- 157 157 Gain on sale of investment property 2,673 -- 2,673 Extraordinary loss on early extinguishment of debt (66) -- (66) Segment profit (loss) 2,638 (118) 2,520 Total assets 3,925 496 4,421 Capital expenditures for investment properties 154 -- 154 Note G - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussions of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operation. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the Partnership's properties for the nine months ended September 30, 2000 and 1999: Average Occupancy Property 2000 1999 Greentree Apartments 98% 99% Mobile, Alabama Carriage Hills Apartments 93% 94% East Lansing, Michigan Results of Operations The Registrant's net losses for the three and nine months ended September 30, 2000 were approximately $91,000 and $32,000, respectively, as compared to a net loss of approximately $9,000 and net income of approximately $2,520,000 for the three and nine months ended September 30, 1999, respectively. The decrease in net income for the nine months ended September 30, 2000 is primarily attributable to a decrease in total revenues resulting from the gain on sale of investment property recognized during 1999 from the sale of Vista Hill Apartments. The gain recognized in 1999 was partially offset by the loss on early extinguishment of debt recognized upon the sale of the property. On March 1, 1999, Vista Hills Apartments, located in El Paso, Texas, was sold to an unaffiliated third party for $5,150,000. After closing expenses of approximately $96,000, the net proceeds received by the Partnership were approximately $5,054,000. The Partnership used most of the proceeds from the sale of the property to pay off the debt encumbering the property of approximately $3,627,000. The sale of the property resulted in a gain on sale of investment property of approximately $2,673,000 and a loss on early extinguishment of debt of approximately $66,000 consisting of a prepayment penalty and the write-off of unamortized loan costs. Excluding the impact of the sale of Vista Hills Apartments and the property's operating results for 1999, there was a net loss for the nine months ended September 30, 2000 of approximately $32,000 compared to net income of approximately $28,000 for the comparable period in 1999. For the three months ended September 30, 2000 there was a net loss of approximately $91,000 compared to a net loss of approximately $9,000 for the same period in 1999. The decrease in net income for the three and nine months ended September 30, 2000 is due to an increase in total expenses which was partially offset by an increase in total revenues. Excluding the impact of the sale of Vista Hills, total expenses increased due to increases in operating, depreciation and general and administrative expenses, partially offset by a decrease in interest expense. Operating expenses increased due primarily to increased payroll expenses primarily at Carriage Hills Apartments and increased tax service expense at Greentree Apartments, partially offset by reduced maintenance expenses at both of the Partnership's properties. Depreciation expenses increased due to property improvements and replacements completed during the past twelve months. General and administrative expense increased due primarily to an increase in the costs of services provided by the General Partners and its affiliates, increased state tax expense and increased professional fees associated with managing the partnership. These increases were partially offset by reduced legal expenses as a result of the settlement of outstanding litigation cases during 1999. Included in general and administrative expenses at both September 30, 2000 and 1999 are management reimbursements to the General Partner allowed under the Partnership Agreement. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. Interest expense decreased due to scheduled principal payments, which reduced the carrying balance of the debt encumbering the properties. Total revenues increased due primarily to increased other income. Rental income remained constant as decreases in occupancy at both of the Partnership's properties were offset by increases in average rental rates. Other income increased due to increased cable television and local telephone revenue at both of the Partnership's properties and increased lease cancellation fees primarily at Greentree Apartments. These increases were partially offset by reduced interest income due to lower cash balances in interest bearing accounts. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. Liquidity and Capital Resources At September 30, 2000, the Partnership had cash and cash equivalents of approximately $407,000, compared to approximately $1,172,000 at September 30, 1999. The decrease in cash and cash equivalents of approximately $681,000 for the nine months ended September 30, 2000, from the Partnership's calendar year end, is due to approximately $863,000 of cash used in financing activities and approximately $415,000 of cash used in investing activities, which was partially offset by approximately $597,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions to partners and payments of principal made on the mortgages encumbering the Registrant's properties. Cash used in investing activities consisted of property improvements and replacements, which was partially offset by net withdrawals from escrow accounts maintained by the mortgage lender. The Partnership invests its working capital reserves in money market accounts. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the investment properties to adequately maintain the physical assets and other operating needs of the Registrant and to comply with Federal, state, local, legal and regulatory requirements. Capital improvements planned for the Partnership's properties are detailed below. Greentree Apartments: For 2000 the Partnership has budgeted approximately $149,000 for capital improvements, consisting primarily of parking lot improvements, pool upgrades, appliances, major landscaping, roof replacements and floor covering replacement. The Partnership completed approximately $121,000 in capital expenditures at Greentree Apartments as of September 30, 2000, consisting primarily of major landscaping, floor covering replacement, parking lot upgrades, and other interior building improvements. These improvements were funded primarily from operations. Carriage Hills Apartments: For 2000 the Partnership had originally budgeted approximately $43,000 for capital improvements, consisting primarily of floor covering replacement, major landscaping, and other interior building improvements. During the second quarter, the budget was modified to include an additional $495,000 for structural building improvements that needed to be made. The Partnership completed approximately $308,000 in capital expenditures at Carriage Hills Apartments as of September 30, 2000, consisting primarily of structural building improvements, floor covering, lighting replacements, and appliances. These improvements were funded from operations and replacement reserves. The additional capital expenditures will be incurred only if cash is available from operations and Partnership reserves. To the extent that such budgeted capital improvements are completed, the Registrant's distributable cash flow, if any, may be adversely affected at least in the short term. The Registrant's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Registrant. The mortgage indebtedness of approximately $8,672,000, net of discount, matures October 2003 and December 2004 with balloon payments due at maturity. The General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Registrant will risk losing such properties through foreclosure. Cash distributions of approximately $780,000 were paid to the partners during the nine months ended September 30, 2000, $130,000 of which was related to a payable at December 31, 1999. The remaining $650,000 (approximately $643,000, of which was paid to the limited partners, $34.52 per limited partnership unit) was paid from operations. A distribution of approximately $1,610,000 (approximately $1,436,000 to the limited partners or $77.10 per limited partnership unit) was paid from both sales proceeds from the sale of Vista Hills Apartments and operations of the Partnership during the nine months ended September 30, 1999. The distribution from surplus funds included approximately $155,000 which was paid to the General Partner as an incentive distribution upon the sale of the Vista Hills Apartments. The Partnership's distribution policy is reviewed on a quarterly basis. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves, and the timing of the debt maturities, refinancings and/or property sales. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvement expenditures, to permit any additional distributions to its partners for the remainder of 2000 or subsequent periods. Distributions may be restricted by the requirements to deposit net operating income (as defined in the mortgage note) into the Reserve Account until the Reserve Account is funded in an amount equal to $200 to $400 per apartment unit for Greentree Apartments for a total of $35,600 to $71,200. As of September 30, 2000, the Partnership has deposits of approximately $71,000 in the reserve account. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; the management of partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case. The Court is considering applications for lead counsel and has currently scheduled a hearing on the matter for November 20, 2000. The General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is attached as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS X By: Angeles Realty Corporation Its General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: November 14, 2000 EX-27 2 0002.txt THIRD QUARTER 10-QSB
5 This schedule contains summary financial information extracted from Angeles Partners X 2000 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000317900 Angeles Partners X 1,000 9-MOS DEC-31-2000 JUL-01-2000 SEP-30-2000 407 0 91 0 0 0 9,766 (6,971) 3,615 0 8,672 0 0 0 (5,386) 3,615 0 1,859 0 0 1,891 0 510 0 0 0 0 0 0 (32) (1.72) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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