10-K 1 ap10_10k.htm 10K FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-K

 

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     

 

For the fiscal year ended December 31, 2008

 

or

 

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period _________to _________

 

Commission file number 0-10304

 

ANGELES PARTNERS X

(Exact name of registrant 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)

 

Registrant's telephone number, including area code  (864) 239-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Limited Partnership Units

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a smaller reporting company)

Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

 

State the aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

 

DOCUMENTS INCORPORATED BY REFERENCE

None


FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risk; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the section entitled “Risk Factors” described in Item 1A of this Annual Report and the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

                                       PART I

 

Item 1.     Business

 

Angeles Partners X (the "Registrant" or "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to a Certificate and Amended Agreement of Limited Partnership (hereinafter referred to as the "Partnership Agreement") dated June 24, 1980.  The general partner responsible for management of the Partnership's business is Angeles Realty Corporation ("ARC"), a California corporation (hereinafter referred to as the "General Partner"). The General Partner is a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  The Non-Managing General Partner is AIMCO Properties, L.P., a wholly-owned subsidiary of AIMCO.  The General Partner and the Non-Managing General Partner are herein collectively referred to as the "General Partners".  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2035, unless terminated prior to such date.

 

The Registrant is engaged in the business of operating and holding real estate properties for investment.  In 1981 and 1982, during its acquisition phase, the Registrant acquired eight investment properties. Prior to 2007, seven investment properties were either sold or foreclosed on. The Registrant continues to own and operate one investment property as of December 31, 2008 (see "Item 2 - Property").

 

Commencing May 12, 1981, the Registrant offered pursuant to a Registration Statement filed with the Securities and Exchange Commission up to 25,000 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000).  Upon termination of the offering, the Registrant had accepted subscriptions for 18,714 Units for an aggregate of $18,714,000, including 100 Units which were purchased by the General Partner for $100,000.  Since its initial offering, the Registrant has not received, nor are limited partners required to make, additional capital contributions.

 

The Partnership has no employees.  Management and administrative services are performed by the General Partner and by agents retained by the General Partner.  Property management services are provided at the Partnership's property by an affiliate of the General Partner.

 

1A.   Risk Factors

 

The risk factors noted in this section and other factors noted throughout this Annual Report describe certain risks and uncertainties that could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

 

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its property, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

 

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership.  Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its property or pay distributions.

 

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

 

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets.  Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult.  Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

 

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to pay distributions.

 

The Partnership’s ability to fund necessary capital expenditures on its property depends on its ability to generate net operating income in excess of required debt payments.  If the Partnership is unable to fund capital expenditures on its property, the Partnership may not be able to preserve the competitiveness of its property, which could adversely affect the Partnership’s net operating income. 

 

The Partnership’s ability to make distributions to its partners depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

     

  • the general economic climate;
  • competition from other apartment communities and other housing options;
  • local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;
  • changes in governmental regulations and the related cost of compliance;
  • increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;
  • changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and
  • changes in interest rates and the availability of financing.

 

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

 

The Partnership’s apartment property competes for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates.  The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s property.

 

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

 

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s property, or affect  renovations of the property. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its property is substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its property.

 

Potential liability or other expenditures associated with potential environmental contamination may be costly.

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

 

Moisture infiltration and resulting mold remediation may be costly.

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

 

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

 

Item 2.     Property

 

The following table sets forth the Partnership's investment in property:

 

 

Date of

 

 

Property

Purchase

Type of Ownership

Use

 

 

 

 

Carriage Hills Apartments

07/30/82

Fee ownership subject to a

Apartment -

  East Lansing, Michigan

 

first mortgage (1)

143 units

 

(1)   Property is held by a limited partnership in which the Partnership owns a 99.00% interest.

 

Schedule of Property

 

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.

 

 

Gross

 

 

 

 

 

Carrying

Accumulated

Depreciable

Method of

Federal

Property

Value

Depreciation

Life

Depreciation

Tax Basis

 

(in thousands)

 

 

(in thousands)

 

 

 

 

 

 

Carriage Hills

 

 

 

 

 

 Apartments

$ 7,210

   $ 5,839

5-30 yrs

S/L

   $ 1,626

 

See "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data” for a description of the Partnership's capitalization and depreciation policies.

 

Schedule of Property Indebtedness

 

The following table sets forth certain information relating to the loan encumbering the Partnership's property:

 

 

Principal

 

 

 

Principal

 

Balance At

 

 

 

Balance

 

December 31,

Interest

Period

Maturity

Due At

Property

2008

Rate

Amortized

Date

Maturity (3)

 

(in thousands)

 

 

 

(in thousands)

 

 

 

 

 

 

Carriage Hills

 

 

 

 

 

  Apartments

 

 

 

 

 

  1st mortgage

   $ 5,360

  (1)

(2)

10/01/10

  $ 5,360

 

(1)   Adjustable rate based on the one-month LIBOR rate plus 0.78% to 0.98% depending upon certain performance criteria. The rate at December 31, 2008 was 2.21%.

 

(2)   Interest only payments.

 

(3)   See “Note B – Mortgage Note Payable” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for other specific details about the loan.

 

On September 21, 2007, the Partnership refinanced the mortgage encumbering Carriage Hills Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $4,597,000, with a new mortgage loan in the principal amount of $5,360,000. The new loan was refinanced under a secured real estate credit facility (“Secured Credit Facility”) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $5,360,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (2.21% per annum at December 31, 2008) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the General Partner, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.

 

Schedule of Rental Rates and Occupancy

 

Average annual rental rates and occupancy for 2008 and 2007 for the property were as follows:

 

 

Average Annual

Average Annual

 

Rental Rate

Occupancy

 

(per unit)

 

 

Property

2008

2007

2008

2007

Carriage Hills Apartments

$10,171

$ 9,799

97%

95%

 

As noted under "Item 1. Business", the real estate industry is highly competitive.  The property is subject to competition from other residential apartment complexes in the area.  The General Partner believes that the property is adequately insured.  The property is an apartment complex which leases units for terms of one year or less. As of December 31, 2008, no residential tenant leases 10% or more of the available rental space.  The property is in good condition, subject to normal depreciation and deterioration as is typical for an asset of this type and age.

 

Schedule of Real Estate Taxes and Rate

 

Real estate taxes and rate in 2008 for the property were as follows:

 

 

2008

2008

 

Billing

Rate

 

(in thousands)

 

 

 

 

Carriage Hills Apartments

     $190

6.47%

 

Capital Improvements:

 

Carriage Hills Apartments: During the year ended December 31, 2008, the Partnership completed approximately $217,000 of capital improvements at the property, consisting primarily of roof replacement, swimming pool and spa resurfacing, air conditioning upgrades and floor covering replacements. These improvements were funded from operations. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that capital improvements are completed, the Partnership’s distributable cash flow, if any, may be adversely affected at least in the short term.

 

Item 3.     Legal Proceedings

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Item 4.     Submission of Matters to a Vote of Security Holders

 

During the quarter ended December 31, 2008, no matter was submitted to a vote of Unit holders through the solicitation of proxies or otherwise.


                                       PART II

 

Item 5.  Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

 

The Partnership, a publicly-held limited partnership, sold 18,714 limited partnership units (the “Units”) aggregating $18,714,000 including 100 Units purchased by the General Partner for $100,000.  The Partnership currently has 770 holders of record owning an aggregate of 18,625 Units.  Affiliates of the General Partner owned 11,518 Units or 61.84% at December 31, 2008.  No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

 

The Partnership distributed the following amounts during the years ended December 31, 2008 and 2007 (in thousands, except per unit data):

 

 

Year Ended

Per Limited

Year Ended

Per Limited

 

December 31,

Partnership

December 31,

Partnership

 

2008

Unit

2007

Unit

 

 

 

 

 

Sale/Refinance (1)

   $   130

    $  6.93

   $    --

   $    --

 

(1)   Distribution from the August 2003 sale of Greentree Apartments and the September 2007 refinancing of Carriage Hills Apartments.

 

Subsequent to December 31, 2008, the Partnership distributed approximately $70,000 of refinancing proceeds (approximately $3.72 per limited partnership unit). Future cash distributions will depend on the levels of net cash generated from operations, the timing of the debt maturity, refinancing and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any additional distributions to its partners in 2009 or subsequent periods.  See "Item 2. Property - Capital Improvements" for information relating to capital expenditures at the property.   

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 Units in the Partnership representing 61.84% of the outstanding Units at December 31, 2008.  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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers.  Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.84% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report.

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather.  As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of its investment property 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, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the General Partner will be able to sustain such a plan.  Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership’s net income for the year ended December 31, 2008 was approximately $145,000 compared to net loss of approximately $83,000 for the year ended December 30, 2007.  The increase in net income is due to a decrease in total expenses and an increase in total revenues, partially offset by recognition of a casualty gain in 2007. 

 

Total expenses decreased due to decreases in depreciation and interest expenses, partially offset by increases in operating, general and administrative and property tax expenses. Depreciation expense decreased due to property improvements and replacements placed into service in previous years becoming fully depreciated during the year ended December 31, 2007. The decrease in interest expense is primarily due to a decrease in interest expense on advances from an affiliate of the General Partner as a result of the payment during 2007 of outstanding advances and associated accrued interest and a decrease in interest on the debt encumbering Carriage Hills Apartments as a result of a decrease in the variable interest rate. The increase in operating expenses is due to increases in salaries and related benefits at the Partnership’s investment property, clean-up costs related to the casualty in 2007 and an increase in management fees due to an increase in rental income, upon which such fee is based. The increase in general and administrative expenses is due to increases in the management fee based on net cash from operations payable to the Managing General Partner and costs associated with the annual audit required by the Partnership Agreement. The increase in property tax expense is due to increases in the assessed value of the property and the property tax rate.

 

Also included in general and administrative expenses for the years ended December 31, 2008 and 2007 are reimbursements to the General Partner as allowed under the Partnership Agreement and costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Total revenues increased due to an increase in rental income, partially offset by a decrease in other income.  The increase in rental income is due to increases in the average rental rate and occupancy at Carriage Hills Apartments. Other income decreased primarily due to a decrease in resident utility reimbursements at the Partnership’s investment property.

 

In February 2007, Carriage Hills Apartments incurred damages of approximately $38,000 due to a broken water pipe. During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $28,000 as a result of the receipt of insurance proceeds of approximately $28,000. The damaged assets were fully depreciated.

 

Liquidity and Capital Resources 

 

At December 31, 2008, the Partnership had cash and cash equivalents of approximately $184,000, compared to approximately $144,000 at December 31, 2007.  Cash and cash equivalents increased approximately $40,000 since December 31, 2007 due to approximately $387,000 of cash provided by operating activities, partially offset by approximately $130,000 and $217,000 of cash used in financing and investing activities, respectively. Cash used in financing activities consisted of distributions to partners. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing 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 property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state and local legal and regulatory requirements.  The General Partner monitors developments in the area of legal and regulatory compliance.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2009.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that capital improvements are completed, the Partnership’s distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership’s assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnership’s property of approximately $5,360,000 requires monthly payments of interest only and a balloon payment of $5,360,000 due upon maturity during 2010.  The General Partner will attempt to refinance such indebtedness and/or sell the property prior to such maturity date.  If the property cannot be refinanced or sold for a sufficient amount, the Partnership may risk losing such property through foreclosure.

 

The Partnership distributed the following amounts during the years ended December 31, 2008 and 2007 (in thousands, except per unit data):

 

 

Year Ended

Per Limited

Year Ended

Per Limited

 

December 31,

Partnership

December 31,

Partnership

 

2008

Unit

2007

Unit

 

 

 

 

 

Sale/Refinance (1)

   $   130

    $  6.93

   $    --

   $    --

 

(1)   Distribution from the August 2003 sale of Greentree Apartments and the September 2007 refinancing of Carriage Hills Apartments.

 

Subsequent to December 31, 2008, the Partnership distributed approximately $70,000 of refinancing proceeds (approximately $3.72 per limited partnership unit). Future cash distributions will depend on the levels of net cash generated from operations, the timing of the debt maturity, refinancing and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any additional distributions to its partners in 2009 or subsequent periods. 

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 Units in the Partnership representing 61.84% of the outstanding Units at December 31, 2008.  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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers.  Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.84% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data".  The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition.  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing. Any adverse changes in these factors could cause impairment of the Partnership’s asset.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 


Item 8.     Financial Statements and Supplementary Data

 

 

ANGELES PARTNERS X

 

LIST OF FINANCIAL STATEMENTS

 

      Report of Independent Registered Public Accounting Firm

 

      Consolidated Balance Sheets - December 31, 2008 and 2007

 

Consolidated Statements of Operations - Years ended December 31, 2008 and 2007

 

Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, 2008 and 2007

 

Consolidated Statements of Cash Flows - Years ended December 31, 2008 and 2007

 

      Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm

 

 

The Partners

Angeles Partners X

 

We have audited the accompanying consolidated balance sheets of Angeles Partners X as of December 31, 2008 and 2007, 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, 2008.  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 the standards of the Public Company Accounting Oversight Board (United States).   Those stan­dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Angeles Partners X at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

 

 

 

/s/ ERNST & YOUNG LLP

 

 

Greenville, South Carolina

March 19, 2009


                                 ANGELES PARTNERS X

 

                             CONSOLIDATED BALANCE SHEETS

                          (in thousands, except unit data)

                                         

 

 

 

 

Years Ended December 31,

Assets

2008

2007

 

 

 

Cash and cash equivalents

  $    184

  $    144

Receivables and deposits

        13

        19

Other assets

        96

       144

Investment property (Notes B and E):

 

 

Land

  $    101

  $    101

Buildings and related personal property

     7,109

     6,892

 

     7,210

     6,993

Less accumulated depreciation

    (5,839)

    (5,640)

 

     1,371

     1,353

 

  $  1,664

  $  1,660

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

  $     10

  $     14

Tenant security deposit liabilities

        31

        31

Accrued property taxes

        57

        53

Other liabilities

        80

       100

Due to affiliates (Note D)

         9

        --

Mortgage note payable (Note B)

     5,360

     5,360

 

     5,547

     5,558

 

 

 

Partners' Deficit

 

 

General partners

  $   (231)

  $   (231)

Limited partners (18,625 units issued and

 

 

outstanding)

    (3,652)

    (3,667)

 

    (3,883)

    (3,898)

 

  $  1,664

  $  1,660

 

See Accompanying Notes to Consolidated Financial Statements


 

                                 ANGELES PARTNERS X

 

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                        (in thousands, except per unit data)

 

 

 

 

 

Years Ended December 31,

 

2008

2007

Revenues:

 

 

Rental income

$ 1,409

$ 1,325

Other income

    141

    149

Total revenues

  1,550

  1,474

 

 

 

Expenses:

 

 

Operating

    652

    625

General and administrative

    122

    107

Depreciation

    199

    282

Interest

    240

    389

Property taxes

    192

    182

Total expenses

  1,405

  1,585

 

 

 

Casualty gain (Note F)

     --

     28

 

 

 

Net income (loss) (Note C)

$   145

 $   (83)

 

 

 

Net income (loss) allocated to general partners (1%)

$     1

 $    (1)

Net income (loss) allocated to limited partners (99%)

    144

     (82)

 

$   145

 $   (83)

 

 

 

Net income (loss) per limited partnership unit

$  7.73

 $ (4.40)

 

 

 

Distribution per limited partnership unit

$  6.93

$    --

 

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, 2006

    18,625

 $ (230)

 $(3,585)

 $(3,815)

 

 

 

 

 

Net loss for the year

 

 

 

 

ended December 31, 2007

        --

     (1)

     (82)

     (83)

 

 

 

 

 

Partners' deficit

 

 

 

 

at December 31, 2007

    18,625

   (231)

  (3,667)

  (3,898)

 

 

 

 

 

Distributions to partners

        --

     (1)

    (129)

    (130)

 

 

 

 

 

Net income for the year

 

 

 

 

   ended December 31, 2008

        --

      1

     144

     145

 

 

 

 

 

Partners’ deficit

 

 

 

 

   at December 31, 2008

    18,625

 $ (231)

 $(3,652)

 $(3,883)

 

See Accompanying Notes to Consolidated Financial Statements


                                 ANGELES PARTNERS X

 

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in thousands)

 

 

 

 

 

Years Ended December 31,

 

2008

2007

Cash flows from operating activities:

 

 

Net income (loss)

$   145

 $   (83)

Adjustments to reconcile net income (loss) to net cash

 

 

provided by operating activities:

 

 

Depreciation

    199

    282

Amortization of loan costs

     41

     33

Casualty gain

     --

     (28)

Change in accounts:

 

 

Receivables and deposits

      6

     97

Other assets

      7

     21

Accounts payable

      (4)

      1

Tenant security deposit liabilities

     --

      8

Accrued property taxes

      4

      (8)

Due to affiliates

      9

     (43)

Other liabilities

     (20)

     43

Net cash provided by operating activities

    387

    323

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (217)

    (169)

Insurance proceeds received

     --

     28

Net cash used in investing activities

    (217)

    (141)

 

 

 

Cash flows from financing activities:

 

 

Advances from affiliate

     --

     58

Repayment of advances from affiliate

     --

    (762)

Payments on mortgage note payable

     --

     (72)

Proceeds from mortgage note payable

     --

  5,360

Repayment of mortgage note payable

     --

  (4,597)

Loan costs paid

     --

    (123)

Distributions to partners

    (130)

     --

Net cash used in financing activities

    (130)

    (136)

 

 

 

Net increase in cash and cash equivalents

     40

     46

Cash and cash equivalents at beginning of year

    144

     98

Cash and cash equivalents at end of year

$   184

$   144

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$   227

$   347

 

See Accompanying Notes to Consolidated Financial Statements


                                 ANGELES PARTNERS X

 

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

                                  December 31, 2008

 

Note A - Organization and Summary of Significant Accounting Policies

 

Organization: Angeles Partners X (the "Registrant" or "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to a Certificate and Amended Agreement of Limited Partnership (hereinafter referred to as the "Partnership Agreement") dated June 24, 1980.  The general partner responsible for management of the Partnership's business is Angeles Realty Corporation ("ARC"), a California corporation (hereinafter referred to as the "General Partner").  The General Partner is a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  The Non-Managing General Partner is AIMCO Properties, L.P., a wholly-owned subsidiary of AIMCO.  The General Partner and the Non-Managing General Partner are herein collectively referred to as the "General Partners".  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2035 unless terminated prior to such date.  The Partnership commenced operations on May 12, 1981, and completed its acquisition of properties during 1982.  The Partnership operates one apartment property located in Michigan.

 

Principles of Consolidation: The consolidated financial statements include all the accounts of the Partnership and its 99% limited partnership interest in Carriage AP X Ltd. The general partner of the consolidated partnership is Angeles Realty Corporation. Angeles Realty Corporation may be removed as the general partner of the consolidated partnership by the Partnership; therefore, the consolidated partnership is controlled and consolidated by the Partnership.  All significant interpartnership balances have been eliminated.

 

Allocations to Partners:  Net income (other than that arising from the occurrence of a sale or disposition) and net loss shall be allocated 1% to the General Partners and 99% to the Limited Partners.  Gains from the sale or other disposition of assets shall be allocated as follows: first, to the General Partner to the extent of any incentive distribution, as defined in the Partnership Agreement, to which the General Partner is entitled; second, to the partners in proportion to their interests in the Partnership.

 

Except as discussed below, the Partnership will allocate distributions 1% to the General Partners and 99% to the Limited Partners.

 

Upon the sale or other disposition, or refinancing, of any asset of the Partnership other than in connection with the dissolution of the Partnership, the Distributable Net Proceeds thereof, if any, which the General Partner determines are not required for support of the operations of the Partnership must be distributed: (i) first, to the General Partners and the Limited Partners in proportion to their interests in the Partnership, until all Limited Partners have received distributions equal to their Original Capital Investment Applicable to the Disposition plus their 6% additional Cumulative Distribution; (ii) second, to the General Partner in an amount equal to 4% of the aggregate sales price of the property ("Incentive Distribution"); (iii) third, to the General Partners and the Limited Partners in proportion to their interests in the Partnership until all Limited Partners shall have received their additional 4% Cumulative Distribution; and (iv) thereafter, the remaining proceeds of the disposition shall be distributed eighty-eight percent (88%) to the Limited Partners in proportion to their interests in the Partnership, and twelve percent (12%) to the General Partners.

 

Depreciation: Depreciation is provided by the straight-line method over the estimated lives of the apartment property and related personal property.  For Federal income tax purposes, the modified accelerated cost recovery method is used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years.

 

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits.  Cash balances include approximately $140,000 and $111,000 at December 31, 2008 and 2007, respectively that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

 

Tenant Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease.  The security deposits are refunded when the tenant vacates, provided the tenant has not damaged the unit and is current on rental payments.

 

Investment Property: Investment property consists of one apartment complex and is stated at cost.  The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components.  Costs, including interest, property taxes and operating costs, associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Costs” and SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties.”  Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250.  Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. The Partnership did not capitalize any costs related to interest, property taxes or operating costs during the years ended December 31, 2008 and 2007. Capitalized costs are depreciated over the useful life of the asset.  Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

 

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  No adjustments for impairment of value were necessary for the years ending December 31, 2008 and 2007.

 

Deferred Costs:  Loan costs of approximately $123,000, less accumulated amortization of approximately $51,000, are included in other assets on the accompanying consolidated balance sheets. Loan costs are amortized over the term of the related loan agreement. Amortization expense for the years ended December 31, 2008 and 2007 was approximately $41,000 and $33,000, respectively, and is included in interest expense.  Amortization expense is expected to be approximately $41,000 in 2009 and $31,000 in 2010.

 

Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.


Leases:  The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 

Use of Estimates:  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

 

Fair Value of Financial Instruments:  SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value.  Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amounts of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The fair value of the Partnership's long term debt approximates its carrying balance.

 

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information" established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS No. 131 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment.

 

Advertising Costs:  The Partnership expenses the costs of advertising as incurred.  Advertising costs of approximately $32,000 and $29,000 for the years ended December 31, 2008 and 2007, respectively, are included in operating expenses.

 

Recent Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy.  In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which deferred the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008. The provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007, which for the Partnership is generally limited to annual disclosures required by SFAS No. 107.  The Partnership adopted the provisions of SFAS No. 157 during the year ended December 31, 2008, and at that time determined no transition adjustment was required.

 

Note B - Mortgage Note Payable

 

 

Principal

 

 

Principal

 

Balance At

 

 

Balance

 

December 31,

Interest

Maturity

Due At

Property

2008

Rate

Date

Maturity

 

(in thousands)

 

 

(in thousands)

Carriage Hills

 

 

 

 

  Apartments

 

 

 

 

  1st mortgage

    $5,360

(1)

10/01/10

    $5,360

 

(1)   Adjustable rate based on the one-month LIBOR rate plus 0.78% to 0.98% depending upon certain performance criteria. The rate at December 31, 2008 was 2.21%.

 

On September 21, 2007, the Partnership refinanced the mortgage encumbering Carriage Hills Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of approximately $4,597,000, with a new mortgage loan in the principal amount of $5,360,000. The new loan was refinanced under a secured real estate credit facility (“Secured Credit Facility”) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one-year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $5,360,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (2.21% per annum at December 31, 2008) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the General Partner, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.

 

The mortgage note payable is non-recourse and is secured by a pledge of the apartment property and revenues generated by the property. Further, the property may not be sold subject to existing indebtedness.

 

Scheduled principal payments of the mortgage note payable subsequent to December 31, 2008 are as follows (in thousands):

 

2009

 $   --

2010

  5,360

Total

 $5,360

 

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 consolidated financial statements of the Partnership.

 

The following is a reconciliation of reported net income (loss) and Federal taxable income (loss) (in thousands):

 

 

2008

2007

 

 

 

Net income (loss) as reported

 $   145

 $   (83)

Add (deduct):

 

 

Depreciation differences

      15

      81

Unearned income

      19

      13

Other

      37

     (47)

Federal taxable income (loss)

 $   216

 $   (36)

 

 

 

Federal taxable income (loss) per

 

 

limited partnership unit (1)

 $ 11.48

 $ (1.94)

 

(1)   For 2007, allocations under the Internal Revenue Code Section 704(b) result in the limited partners being allocated a non-pro rata amount of taxable loss.

 

The following is a reconciliation at December 31, 2008 between the Partnership's reported amounts and Federal tax basis of net liabilities (in thousands):

 

 

2008

2007

Net liabilities - as reported

 $(3,883)

  $(3,898)

 Land and buildings

     577

      577

 Accumulated depreciation

    (322)

     (377)

 Syndication fees

   2,071

    2,071

 Other

     101

       45

Net liabilities - Federal tax basis

 $(1,456)

  $(1,542)

 

Note D - Transactions with Affiliated Parties

 

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities.  The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

 

Affiliates of the General Partner receive 5% of gross receipts from the Partnership’s property as compensation for providing property management services. The Partnership paid to such affiliates approximately $78,000 and $72,000 for the years ended December 31, 2008 and 2007, respectively, which are included in operating expenses. 

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $62,000 and $56,000 for the years ended December 31, 2008 and 2007, respectively. These amounts are included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2008 and 2007 are construction management services provided by an affiliate of the General Partner of approximately $19,000 and $13,000, respectively.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $690,000 to repay the mortgage encumbering Carriage Hills Apartments and to fund capital improvements and operating expenses during 2004 and 2005. During the year ended December 31, 2007, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $58,000, to fund an application fee related to the refinancing of the mortgage encumbering Carriage Hills Apartments. Interest accrued at the prime rate. Interest expense was approximately $51,000 for the year ended December 31, 2007. During the year ended December 31, 2007, the Partnership repaid outstanding advances and accrued interest of approximately $856,000 from proceeds from the refinancing of the mortgage encumbering Carriage Hills Apartments. There were no outstanding advances or associated accrued interest payable to affiliates of the General Partner at December 31, 2008 or 2007. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

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 approximately $210,000 to the General Partner related to the sale of Greentree Apartments in 2003. The Partnership paid a distribution of approximately $154,000 to the General Partner related to the sale of Vista Hills Apartments in 1999. These distributions are 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 be required to return these amounts to the Partnership.

 

In connection with the refinancing of the mortgage encumbering Carriage Hills Apartments (see “Note B”), the Partnership paid a fee of approximately $54,000 to an affiliate of the General Partner during the year ended December 31, 2007.  This fee was capitalized and is included in other assets.

 

The Partnership Agreement provides for a fee equal to 5% of "net cash from operations", as defined in the Partnership Agreement, to be paid to the General Partner for executive and administrative services. The Partnership accrued a fee of approximately $9,000 for the year ended December 31, 2008 which is included in general and administrative expenses and due to affiliates. At December 31, 2008, the total fee accrued was approximately $9,000. This fee is subordinate to the limited partners receiving a cumulative return of 5% per annum on their adjusted capital investment, as defined in the Partnership Agreement. The General Partner did not earn a fee for the year ended December 31, 2007.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2008 and 2007, the Partnership was charged by AIMCO and its affiliates approximately $32,000 and $34,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 limited partnership units (the “Units”) in the Partnership representing 61.84% of the outstanding Units at December 31, 2008.  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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers.  Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.84% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Note E - Investment Property and Accumulated Depreciation

 

 

 

Initial Cost

 

 

 

To Partnership

 

 

 

(in thousands)

 

 

 

 

Buildings

Net Cost

 

 

 

and Related

Capitalized

 

 

 

Personal

Subsequent to

Description

Encumbrances

Land

Property

Acquisition

 

(in thousands)

 

 

(in thousands)

Carriage Hills Apartments

$ 5,360

$   101

   $ 3,509

   $ 3,600


 

 

Gross Amount At Which Carried

 

 

At December 31, 2008

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

 

 

 

 

 

And Related

 

 

 

 

 

 

 

Personal

 

Accumulated

Date of

Date

Depreciable

Description

Land

Property

Total

Depreciation

Construction

Acquired

Life

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Carriage

 Hills

 

 

 

 

 

 

 

 

 Apartments

$ 101

$ 7,109

$ 7,210

$ 5,839

 6/72

 07/30/82

 5-30 yrs

 

Reconciliation of "investment property and accumulated depreciation":

 

 

Years Ended December 31,

 

2008

2007

 

(in thousands)

Investment Property

 

 

 

 

 

Balance at beginning of year

   $ 6,993

   $ 6,842

Property improvements and replacements

       217

       169

Disposal of property

        --

       (18)

Balance at end of year

   $ 7,210

   $ 6,993

 

 

 

Accumulated Depreciation

 

 

 

 

 

Balance at beginning of year

   $ 5,640

   $ 5,376

Depreciation expense

       199

       282

Disposal of property

        --

       (18)

Balance at end of year

   $ 5,839

   $ 5,640

 

The aggregate cost of the real estate for Federal income tax purposes at December 31, 2008 and 2007 is approximately $7,787,000 and $7,570,000, respectively.  The accumulated depreciation taken for Federal income tax purposes at December 31, 2008 and 2007 is approximately $6,161,000 and $5,977,000, respectively.

 

Note F – Casualty Event

 

In February 2007, Carriage Hills Apartments incurred damages of approximately $38,000 due to a broken water pipe. During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $28,000, as a result of the receipt of insurance proceeds of approximately $28,000. The damaged assets were fully depreciated.

 
Note G - Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts will be dismissed.  During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

 

Mold

 

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s financial condition or results of operations.

 


Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 

None.

 

Item 9A(T).Controls and Procedures

 

(a)            Disclosure Controls and Procedures

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. 

 

Management’s Report on Internal Control Over Financial Reporting

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2008.  In making this assessment, the Partnership’s management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2008, the Partnership’s internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

 

(b)            Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

Item 9B.    Other Information

 

None.

 


                                      PART III

 

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The Registrant has no officers or directors.

 

The names and ages of, as well as the positions and offices held by, the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any officers or directors.

 

Name

Age

Position

 

 

 

Steven D. Cordes

37

Director and Senior Vice President

Harry G. Alcock

46

Director and Executive Vice President

Timothy J. Beaudin

50

President an Chief Operating Officer

David R. Robertson

43

President and Chief Financial Officer

Lisa R. Cohn

40

Executive Vice President, General Counsel and Secretary

Patti K. Fielding

45

Executive Vice President – Securities and Debt; Treasurer

Paul Beldin

35

Senior Vice President and Chief Accounting Officer

Stephen B. Waters

47

Vice President

 

Steven D. Cordes was appointed as a Director of the General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the General Partner and AIMCO since May 2007.  Mr. Cordes was appointed Senior Vice President – Structured Equity in May 2007.  Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity.  Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.

 

Harry G. Alcock was appointed as a Director of the General Partner in October 2004 and was appointed Executive Vice President of the General Partner in February 2004 and has been Executive Vice President of AIMCO since October 1999.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999. Mr. Alcock focuses on transactions related to AIMCO’s portfolio of properties in the western portion of the United States.

 

Timothy J. Beaudin was appointed Executive Vice President and Chief Development Officer of the General Partner and AIMCO in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the General Partner and AIMCO in October 2008.  Mr. Beaudin was promoted to President and Chief Operating Officer of AIMCO in February 2009. Mr. Beaudin oversees conventional and affordable property operations and information technology, in addition to redevelopment and construction services.  He is also responsible for asset management for conventional properties.  Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust.  During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.

 

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

 

Patti K. Fielding was appointed Executive Vice President - Securities and Debt of the General Partner in February 2004 and of AIMCO in February 2003.  Ms. Fielding was appointed Treasurer of AIMCO and the General Partner in January 2005.  Ms. Fielding is responsible for debt financing and the treasury department.  Ms. Fielding previously served as Senior Vice President - Securities and Debt of AIMCO from January 2000 to February 2003.  Ms. Fielding joined AIMCO in February 1997 as a Vice President.

 

David R. Robertson was appointed President and Chief Investment Officer of AIMCO in February 2009, and on March 1, 2009, he also became Chief Financial Officer of AIMCO and the General Partner.  Mr. Robertson joined AIMCO as Executive Vice President in February 2002 and has served as Chief Investment Officer since March 2007.  In addition to serving as AIMCO’s chief financial officer, Mr. Robertson is responsible for portfolio strategy, capital allocation, investments, joint ventures, asset management and transaction activities.  Since February 1996, Mr. Robertson has served as Chairman of Robeks Corporation, a 150-unit privately held chain of specialty food stores that he founded.

 

Paul Beldin was appointed Senior Vice President and Chief Accounting Officer of AIMCO and the General Partner in May 2008.  Mr. Beldin joined AIMCO in May 2008.  Prior to that, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

 

Stephen B. Waters was appointed Vice President of the General Partner and AIMCO in April 2004.  Mr. Waters previously served as a Director of Real Estate Accounting since joining AIMCO in September 1999.  Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the General Partner.

 

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

 

The board of directors of the General Partner does not have a separate audit committee. As such, the board of directors of the General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

 

The directors and officers of the General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.


 

Item 11. Executive Compensation

 

Neither the officers nor directors of the General Partner received any remuneration from the Registrant.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partner Units (the “Units”) of the Registrant as of December 31, 2008.

 

Entity

Number of Units

Percentage

 

 

 

AIMCO IPLP, L.P.

  135

 0.72%

(an affiliate of AIMCO)

 

 

CooperRiverProperties, LLC

3,784

20.32%

(an affiliate of AIMCO)

 

 

AIMCO Properties, L.P.

7,599

40.80%

(an affiliate of AIMCO)

 

 

 

Cooper River Properties, LLC and AIMCO IPLP, L.P., are indirectly ultimately owned by AIMCO.  Their business address is 55 Beattie Place, Greenville, SC 29602. 

 

AIMCO Properties, L.P. is indirectly ultimately controlled by AIMCO.  Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

 

Item 13.    Certain Relationships and Related Transactions, and Director Independence

 

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities.  The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

 

Affiliates of the General Partner receive 5% of gross receipts from the Partnership’s property as compensation for providing property management services. The Partnership paid to such affiliates approximately $78,000 and $72,000 for the years ended December 31, 2008 and 2007, respectively, which are included in operating expenses. 

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $62,000 and $56,000 for the years ended December 31, 2008 and 2007, respectively. These amounts are included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2008 and 2007 are construction management services provided by an affiliate of the General Partner of approximately $19,000 and $13,000, respectively.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $690,000 to repay the mortgage encumbering Carriage Hills Apartments and to fund capital improvements and operating expenses during 2004 and 2005. During the year ended December 31, 2007, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $58,000, to fund an application fee related to the refinancing of the mortgage encumbering Carriage Hills Apartments. Interest accrued at the prime rate. Interest expense was approximately $51,000 for the year ended December 31, 2007. During the year ended December 31, 2007, the Partnership repaid outstanding advances and accrued interest of approximately $856,000 from proceeds from the refinancing of the mortgage encumbering Carriage Hills Apartments. There were no outstanding advances or associated accrued interest payable to affiliates of the General Partner at December 31, 2008. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

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 approximately $210,000 to the General Partner related to the sale of Greentree Apartments in 2003. The Partnership paid a distribution of approximately $154,000 to the General Partner related to the sale of Vista Hills Apartments in 1999. These distributions are 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 be required to return these amounts to the Partnership.

 

In connection with the refinancing of the mortgage encumbering Carriage Hills Apartments (see “Note B”), the Partnership paid a fee of approximately $54,000 to an affiliate of the General Partner during the year ended December 31, 2007.  This fee was capitalized and is included in other assets.

 

The Partnership Agreement provides for a fee equal to 5% of "net cash from operations", as defined in the Partnership Agreement, to be paid to the General Partner for executive and administrative services. The Partnership accrued a fee of approximately $9,000 for the year ended December 31, 2008 which is included in general and administrative expenses and due to affiliates. At December 31, 2008, the total fee accrued was approximately $9,000. This fee is subordinate to the limited partners receiving a cumulative return of 5% per annum on their adjusted capital investment, as defined in the Partnership Agreement. The General Partner did not earn a fee for the year ended December 31, 2007.

 

The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2008 and 2007, the Partnership was charged by AIMCO and its affiliates approximately $32,000 and $34,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 limited partnership units (the “Units”) in the Partnership representing 61.84% of the outstanding Units at December 31, 2008.  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 acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers.  Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.84% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Neither of the General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.

 

Item 14.    Principal Accounting Fees and Services

 

The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2009. The aggregate fees billed for services rendered by Ernst & Young LLP for 2008 and 2007 are described below.

 

Audit Fees.  Fees for audit services totaled approximately $45,000 and $36,000 for the years 2008 and 2007, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

 

Tax Fees.  Fees for tax services totaled approximately $11,000 for each of the years 2008 and 2007, respectively.


PART IV

 

Item 15.    Exhibits, Financial Statement Schedules

 

(a)   The following consolidated financial statements of the Registrant are included in Item 8:

 

Consolidated Balance Sheets at December 31, 2008 and 2007.

 

Consolidated Statements of Operations for the years ended December 31, 2008, and 2007.

 

Consolidated Statements of Changes in Partners' Deficit for the years ended December 31, 2008 and 2007.

 

Consolidated Statements of Cash Flows for the years ended December 31, 2008, and 2007.

 

Notes to Consolidated Financial Statements

 

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

 

b)    Exhibits:

 

See Exhibit index

 


SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly 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/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Vice President

 

 

 

Date: March 23, 2009

 

Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/Harry G. Alcock

Director and Executive

Date: March 23, 2009

Harry G. Alcock

Vice President

 

 

 

 

/s/Steven D. Cordes

Director and Senior

Date: March 23, 2009

Steven D. Cordes

Vice President

 

 

 

 

/s/Stephen B. Waters

Vice President

Date: March 23, 2009

Stephen B. Waters

 

 


ANGELES PARTNERS X

 

EXHIBIT INDEX

 

 

Exhibit Number    Description

 

 

     3.1         Amended Certificate and Agreement of Limited Partnership dated June 24, 1980, filed in Form 10-K dated October 31, 1982, and is incorporated herein by reference.

 

     10.4        Purchase and Sale Agreement with Exhibits - Carriage Hills Apartments filed in Current Report on Form 8-K dated July 30, 1982, and incorporated herein by reference.

    

10.23        Future Advance Mortgage dated September 21, 2007 between Carriage APX, a Michigan limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation, filed in Current Report on Form 8-K dated September 21, 2007 and incorporated herein by reference.

 

10.24        Secured Promissory Note dated September 21, 2007 between Carriage APX, a Michigan limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation, filed in Current Report on Form 8-K dated September 21, 2007 and incorporated herein by reference.

 

10.25        Carveout Guarantee and Indemnity Agreement dated September 21, 2007 between AIMCO Properties, L.P., a Delaware limited partnership, and Transamerica Occidental Life Insurance Company, an Iowa corporation, filed in Current Report on Form 8-K dated September 21, 2007 and incorporated herein by reference.

 

31.1         Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2         Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1         Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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.