-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Omqg8pzI7WlmVuLnQPdnq2miAgwoEh4DyIEr+oPhzKC7hjVhIa0+qNo0mOacBuuz ijNCLJ344XaClZw/VPvc7w== 0000950150-95-000680.txt : 19951219 0000950150-95-000680.hdr.sgml : 19951219 ACCESSION NUMBER: 0000950150-95-000680 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DE ANZA PROPERTIES X CENTRAL INDEX KEY: 0000215628 STANDARD INDUSTRIAL CLASSIFICATION: 6512 IRS NUMBER: 953005938 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08942 FILM NUMBER: 95589951 BUSINESS ADDRESS: STREET 1: 9171 WILSHIRE BLVD STE 627 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105501111 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1995 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission File Number 0-8942 DE ANZA PROPERTIES - X (Exact name of registrant as specified in its charter) CALIFORNIA 95-3005938 (State or other jurisdiction of (IRS Employer Iden- incorporation or organization) tification Number)
9171 WILSHIRE BOULEVARD, SUITE 627 BEVERLY HILLS, CALIFORNIA 90210 (Address of principal executive offices, including zip code) (310) 550-1111 (The registrant's telephone number, including area code) NO CHANGE (Former name, former address and former fiscal year, if changed since last report) 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 --- --- Pursuant to the Securities Exchange Act of 1934 Release 15502 and Rule 240.0-3(b) (17 CFR 240.0-3(b)), the pages of this document have been numbered sequentially. The total number of pages contained herein is 25. An Exhibit Index is located on page 16 herein. 2 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Balance Sheets 3 Statements of Income 5 Statements of Changes in Partners' Capital (Deficit) 7 Statements of Cash Flows 8 Notes to Financial Statements 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14 PART II. OTHER INFORMATION 16
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Unaudited)
September 30, December 31, 1995 1994 ------------- ------------ ASSETS CASH AND CASH EQUIVALENTS - including restricted deposits of $843,923 and $1,024,923 at September 30, 1995 and December 31, 1994, respectively - Note 1 $ 1,466,130 $ 1,431,793 ESCROW DEPOSITS - 100 ACCOUNTS RECEIVABLE 17,586 77,055 PREPAID EXPENSES 96,555 67,100 ----------- ----------- 1,580,271 1,576,048 ----------- ----------- PROPERTY AND EQUIPMENT - Notes 2, 5 and 6 Land 2,989,265 4,060,334 Land improvements 4,618,052 6,786,941 Buildings and improvements 11,494,357 11,494,357 Furniture and equipment 577,312 692,578 Mobile homes - 45,154 Transportation equipment - 11,614 ----------- ----------- 19,678,986 23,090,978 Less accumulated depreciation 9,752,506 10,748,194 ----------- ----------- 9,926,480 12,342,784 ----------- ----------- OTHER ASSETS Loan costs - less accumulated amortization of $52,714 and $50,404 at September 30, 1995 and December 31, 1994, respectively - Note 2 55,101 57,411 Other 21,225 22,462 ----------- ----------- 76,326 79,873 ----------- ----------- $11,583,077 $13,998,705 =========== ===========
See accompanying notes to financial statements. 3 4 DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Continued) (Unaudited)
September 30, December 31, 1995 1994 ------------- ------------ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ACCOUNTS PAYABLE AND ACCRUED EXPENSES (including $20,623 and $56,217 due to related parties at September 30, 1995 and December 31, 1994, respectively) $ 214,442 $ 205,095 DEPOSITS AND ADVANCE RENTALS 129,098 125,518 DEFERRED GAIN ON SALE - Note 5 843,923 1,024,923 SECURED NOTES PAYABLE - Note 2 4,774,530 4,837,624 ----------- ----------- 5,961,993 6,193,160 ----------- ----------- PARTNERS' CAPITAL (DEFICIT) General partners (3,507,857) (3,210,498) Cash general partners, 228.5 units issued and outstanding 78,804 97,659 Limited partners, 22,640.5 units issued and outstanding 9,050,137 10,918,384 ----------- ----------- 5,621,084 7,805,545 ----------- ----------- $11,583,077 $13,998,705 =========== ===========
See accompanying notes to financial statements. 4 5 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Income (Unaudited)
Nine Months Nine Months Ended Ended September 30, September 30, 1995 1994 ------------- ------------- INCOME Rent $3,027,018 $ 5,295,383 Utilities 143,232 317,149 Other 89,449 98,861 Interest 53,177 28,063 Gain on sale of property and equipment - Notes 5 and 6 2,258,041 16,322,297 Unrecognized gain - Note 5 - (1,024,923) ---------- ----------- 5,570,917 21,036,830 ---------- ----------- EXPENSES Depreciation and amortization 489,242 1,005,501 Interest 362,376 1,239,600 Maintenance, repairs and supplies 298,683 579,297 Utilities 239,902 439,955 Salaries (including $16,694 and $34,138 paid to related parties in 1995 and 1994, respectively) - Note 3 235,352 434,186 Other 219,981 278,170 Real estate taxes 185,307 424,532 Professional fees and services (including $92,614 and $179,584 paid to related parties in 1995 and 1994, respectively) - Note 3 182,350 285,627 Management fees (including $140,127 and $264,867 paid to related parties in 1995 and 1994, respectively) - Note 3 164,361 269,172 Insurance 75,960 95,201 Payroll taxes and employee benefits 48,322 110,155 ---------- ----------- 2,501,836 5,161,396 ---------- ----------- NET INCOME $3,069,081 $15,875,434 ========== =========== NET INCOME GENERAL PARTNERS $417,787 $158,754 ======== ======== CASH GENERAL AND LIMITED PARTNERS $2,651,294 $15,716,680 ========== =========== INCOME PER 1% GENERAL PARTNER INTEREST - Note 4 $4,177.87 $1,587.54 ========= ========= INCOME PER CASH GENERAL AND LIMITED PARTNERSHIP UNIT - Note 4 $115.93 $687.25 ======= =======
See accompanying notes to financial statements. 5 6 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Income (Unaudited)
Three Months Three Months Ended Ended September 30, September 30, 1995 1994 ------------- ------------- INCOME Rent $ 921,027 $ 1,502,387 Utilities 31,504 97,570 Other 24,797 14,382 Interest 29,048 23,615 Gain on sale of property and equipment - Notes 5 and 6 2,077,041 16,322,297 Unrecognized gain - Note 5 - (1,024,923) ---------- ----------- 3,083,417 16,935,328 ---------- ----------- EXPENSES Depreciation and amortization 149,764 505,518 Interest 121,352 304,419 Maintenance, repairs and supplies 94,592 163,648 Utilities 56,178 106,220 Salaries (including $5,624 and $11,602 paid to related parties in 1995 and 1994, respectively) - Note 3 68,984 135,229 Other 85,550 76,095 Real estate taxes 56,246 128,838 Professional fees and services (including $28,010 and $76,327 paid to related parties in 1995 and 1994, respectively) - Note 3 45,686 136,609 Management fees (including $46,417 and $69,287 paid to related parties in 1995 and 1994, respectively) - Note 3 52,649 73,592 Insurance 25,726 15,474 Payroll taxes and employee benefits 13,451 44,947 ---------- ----------- 770,178 1,690,589 ---------- ----------- NET INCOME $2,313,239 $15,244,739 ========== =========== NET INCOME GENERAL PARTNERS $314,896 $152,447 ======== ======== CASH GENERAL AND LIMITED PARTNERS $1,998,343 $15,092,292 ========== =========== INCOME PER 1% GENERAL PARTNER INTEREST - Note 4 $3,148.96 $1,524.47 ========= ========= INCOME PER CASH GENERAL AND LIMITED PARTNERSHIP UNIT - Note 4 $87.38 $659.95 ====== =======
See accompanying notes to financial statements. 6 7 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Changes in Partners' Capital (Deficit) (Unaudited) For the Nine Months Ended September 30, 1995 and For the Year Ended December 31, 1994
Cash General General Limited Total Partners Partners Partners ----------- ------------ ---------- ------------ BALANCE - January 1, 1994 $ (23,991) $(3,461,780) $ 21,940 $ 3,415,849 DISTRIBUTIONS TO PARTNERS (8,251,236) (264,816) (79,798) (7,906,622) NET INCOME - for the year ended December 31, 1994 - Note 5 16,080,772 516,098 155,517 15,409,157 ----------- ----------- -------- ----------- BALANCE - December 31, 1994 7,805,545 (3,210,498) 97,659 10,918,384 DISTRIBUTIONS TO PARTNERS (5,253,542) (715,153) (45,346) (4,493,043) NET INCOME - for the nine months ended September 30, 1995 3,069,081 417,787 26,491 2,624,803 ----------- ----------- -------- ----------- BALANCE - September 30, 1995 $ 5,621,084 $(3,507,850) $ 78,804 $ 9,050,144 =========== =========== ======== ===========
See accompanying notes to financial statements. 7 8 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Unaudited)
Nine Months Nine Months Ended Ended September 30, September 30, 1995 1994 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Gross rents received from real estate operations $ 3,193,880 $ 6,287,451 Cash paid to suppliers and employees (including $255,445 and $478,589 paid to related parties in 1995 and 1994, respectively) (1,607,317) (4,016,777) Interest paid (362,376) (1,239,600) Interest income received 135,685 28,063 ----------- ------------ Net cash provided by operating activities 1,359,872 1,059,137 ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (262,401) (208,227) Sale of property and equipment 4,325,000 23,704,420 Sales and closing costs (71,498) (525,472) ----------- ------------ Net cash used in investing activities (3,991,101) 22,970,721 ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from unsecured note payable - 200,000 Prepayment penalties - (1,618,831) Principal payments on secured notes payable (63,094) (13,439,142) Principal payments on unsecured note payable - (200,000) Loan costs - (1,000) Partner distributions (5,253,542) (7,840,498) ----------- ------------ Net cash used in financing activities (5,316,636) (22,899,471) ----------- ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 34,337 1,130,387 CASH AND CASH EQUIVALENTS: BALANCE AT BEGINNING OF PERIOD 1,431,793 429,229 ----------- ------------ BALANCE AT END OF PERIOD $ 1,466,130 $ 1,559,616 =========== ============
See accompanying notes to financial statements. 8 9 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Continued) (Unaudited)
Nine Months Nine Months Ended Ended September 30, September 30, 1995 1994 ------------- ------------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $ 3,069,081 $ 15,875,434 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 489,242 1,005,501 Gain on sale of property and equipment (2,258,041) (15,297,374) Changes in operating assets and liabilities (Increase) decrease in accounts receivable 59,469 (31,531) Increase in prepaid expenses (29,455) (4,710) Increase in mobile homes held for resale - (75,119) Decrease in other assets 1,337 - Increase(decrease) in accounts payable and accrued expenses 24,659 (413,188) Increase in deposits and advance rentals 3,580 124 ----------- ------------ Net cash provided by operating activities $ 1,359,872 $ 1,059,137 =========== ============
SUPPLEMENTAL DISCLOSURE During the nine months ended September 30, 1995, the MHC cash reserve of $181,000 was released from restricted cash and the Partnership recognized a gain on that portion of the 1994 sale proceeds. See accompanying notes to financial statements. 9 10 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Unaudited) September 30, 1995 and December 31, 1994 and For the Nine and Three Months Ended September 30, 1995 and 1994 NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) have been included. Operating results during the nine and three months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1994. Cash and Cash Equivalents The Partnership invests its cash not needed for working capital in highly liquid short-term investments consisting primarily of money market funds. The Partnership considers such items to be cash equivalents. NOTE 2 - SECURED NOTES PAYABLE Secured notes payable at September 30, 1995 and December 31, 1994 consisted of:
September 30, December 31, 1995 1994 ------------- ------------ Note collateralized by first trust deed, payable in monthly installments of $47,093, including interest at 10%, maturing in 2014. $4,774,530 $4,837,624 ========== ==========
NOTE 3 - TRANSACTIONS WITH RELATED PARTIES Pursuant to a management agreement dated October 1, 1985, De Anza Assets, Inc., a former affiliate of the operating general partner (OGP), was paid a management fee in the amount of 5% of the annual gross receipts from the operations of the Partnership's properties. The payment of this fee is subordinated to the distributions to the cash general and limited partners of 6% of their adjusted capital contributions each year and is noncumulative, except in the case of a sale, refinancing or other disposition of the Partnership's properties. In that case, the difference between the management fee actually paid and the management fee that would have been paid if it were not subordinated, is payable out of proceeds from the sale, refinancing or other disposition after payment of the limited partners' priority return and capital contribution and the general partners' incentive interest. Management 10 11 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) September 30, 1995 and December 31, 1994 and For the Nine and Three Months Ended September 30, 1995 and 1994 NOTE 3 - TRANSACTIONS WITH RELATED PARTIES (Continued) fees of $238,218 and $42,638 were paid to De Anza Assets, Inc. during the nine and three months ended September 30, 1994, respectively. On August 18, 1994, subsequent to the sale of Colonies of Margate and the property management business of De Anza Group, Inc. (DAG), as discussed in Note 5, the property management of Woodbridge was assumed by Terra Vista Management, Inc. (Terra Vista) by assignment of the management agreement from De Anza Assets, Inc. and was subsequently replaced with an agreement directly between the Partnership and Terra Vista. Terra Vista is wholly owned by Michael D. Gelfand, president of the OGP and the son of Herbert M. Gelfand. Herbert M. Gelfand, together with Beverly Gelfand, is the sole shareholder of the OGP and an individual general partner. Terra Vista was paid $140,127 and $46,417 for management fees during the nine and three months ended September 30, 1995, respectively. Terra Vista was paid $26,649 for management for the period of August 18, 1994 through September 30, 1994. The property management of Aptos Pines was transferred to an affiliate of the buyer when the property management business of DAG was transferred as part of the overall transaction concurrent with the sale of Colonies of Margate (see Note 5). In addition, Terra Vista or an affiliate of the OGP was paid $115,318 and $37,053 during the nine and three months ended September 30, 1995, respectively, for performing bookkeeping, regional management, computer and public relations services necessary for the operation of the Partnership and its properties. Terra Vista was paid $14,043 and DAG or a wholly owned subsidiary was paid $199,679 during the nine months ended September 30, 1994 for these services. Of the $213,722 paid for the nine months ended September 30, 1994, $87,929 ($14,043 paid to Terra Vista and $73,886 paid to DAG or a wholly owned subsidiary) is attributable to the three months ended September 30, 1994. NOTE 4 - INCOME PER 1% GENERAL PARTNER INTEREST AND CASH GENERAL AND LIMITED PARTNERSHIP UNIT Income per cash general and limited partnership unit was computed based on the cash general and limited partners' share of net income as reflected on the Statements of Income and Changes in Partners' Capital (Deficit) and the number of units outstanding (22,869 units). The general partners' share of net income has not been included in this computation. Income per 1% general partner interest was computed based on the general partners' share of net income as reflected on the Statements of Income and Changes in Partners' Capital (Deficit). NOTE 5 - SALE OF COLONIES OF MARGATE On August 18, 1994, the Partnership sold Colonies of Margate to MHC Operating Limited Partnership, an affiliate of Manufactured Home Communities, Inc. 11 12 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) September 30, 1995 and December 31, 1994 and For the Nine and Three Months Ended September 30, 1995 and 1994 NOTE 5 - SALE OF COLONIES OF MARGATE (Continued) ("MHC"), a real estate investment trust, as part of an overall transaction for the sale of the related property management business of DAG and other mobile home communities affiliated with DAG. The sales price for the Property was $23,147,228. Additional proceeds of $557,192, which were included in the sales price for calculating the gain on sale of property and equipment, were received from MHC to fund a General Reserve. Excess proceeds of $7,133,000 were distributed to the limited partners in September 1994 as a return of original capital, after repayment of debt of $13,523,715, a prepayment penalty of $1,618,831, sales and closing costs of $644,488, and setting aside reserves aggregating $784,386. In addition to the $784,386, approximately $240,537 from operations were used to establish the following reserves: MHC Reserve $181,000 General Reserve 557,192 Independent Committee Reserve 286,731
The MHC Reserve was required by MHC, released in May 1995, and in August 1995, $181,000 was distributed to the limited partners. The General Reserve and Independent Committee Reserve were established to fund contingent liabilities that may arise out of the MHC transaction. Pursuant to the guidelines of Financial Accounting Standards No. 66 "Accounting for Sales of Real Estate", the Partnership continues to defer the recognition of gain on that portion of the sales proceeds represented by the Independent Committee Reserve and the General Reserve, totaling $843,923. As mentioned above, the MHC Reserve has been released, and accordingly, gain on sale has been recognized and is included in net income for the nine months ended September 30, 1995. The Partnership has been charged with certain costs for the transaction, some of which were based upon an allocation of costs from an overall transaction with MHC. Such transaction costs were capitalized to the property and deducted in the determination of net gain on the sale of the Partnership's property. Transaction and closing costs charged to the Partnership totaled $644,488. NOTE 6 - SALE OF APTOS PINES On or about March 22, 1995 the Partnership entered into an agreement with F.C. Tsao, an individual, for the sale of Aptos Pines (the Property) for $4,325,000, all cash, subject to numerous conditions. The conditions included the right of the Partnership to offer the Property to the residents' homeowners association on substantially the same terms, which offer was made. 12 13 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) September 30, 1995 and December 31, 1994 and For the Nine and Three Months Ended September 30, 1995 and 1994 NOTE 6 - SALE OF APTOS PINES (Continued) On or about April 10, 1995, the Aptos Pines Homeowners Association (the Association) accepted the offer and entered into an agreement to purchase the Property, subject to conditions. The Property was sold on July 11, 1995 to a non-profit mutual benefit corporation formed by the Association. The sales price for the Property was $4,325,000, all cash, and an additional $35,000 was received as reimbursement of capital outlays related to the newly constructed sewer system. The Partnership incurred sales and closing costs of approximately $56,200, has distributed $4,265,000 of the proceeds to the limited and general partners and has reserved the remaining $3,800. 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity The Partnership's quick ratios were 1.5:1 and 1.2:1, including unrestricted cash balances of $622,207 and $406,870 at September 30, 1995 and December 31, 1994, respectively. The increase in liquidity is primarily attributable to cash flow from operations and paying down accounts payable. The Partnership's cash balance is its immediate source of liquidity. On a long-term basis, the Partnership's liquidity is sustained primarily from cash flows from operations, which during the nine months ended September 30, 1995 were approximately $1,360,000. Should it become necessary to improve liquidity the Partnership can reduce partner distributions from operations, which totaled approximately $808,000 during the nine months ended September 30, 1995, arrange a short-term line of credit or refinance Woodbridge Meadows. In 1994 and 1995 the Partnership sold Colonies of Margate and Aptos Pines as discussed in Notes 5 and 6 to the financial statements, respectively. Both sales have reduced partnership income and therefore, liquidity. The Partnership intends to continue to operate its remaining property, Woodbridge Meadows Apartments. Other than as described elsewhere, there are no known trends, demands, commitments, events or uncertainties known to the Partnership which are reasonably likely to materially affect the Partnership's liquidity. Capital Resources The Partnership anticipates spending approximately $379,000 in 1995 for physical improvements at its properties, $117,000 of which will be spent during the remainder of 1995. Funds for these improvements will be provided by cash generated from operations and from the remaining reserves from the 1990 Margate refinancing available for improvement projects at Woodbridge. Due to the sale of Colonies of Margate and Aptos Pines discussed in Notes 5 and 6, and the distributions pursuant to the sale of Margate and Aptos Pines, the Partnership's capital resources have been reduced. 14 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Capital Resources (Continued) Other than as described above, there are no known material trends, favorable or unfavorable, in the Partnership's capital resources. The Partnership does not contemplate any other material changes in the mix of its capital resources, other than as described above. Results of Operations Since Colonies of Margate was sold in August 1994 and Aptos Pines was sold in July 1995, a comparison of results of operations for the nine and three months ended September 30, 1995 and 1994 would not be meaningful. However, a comparison can be done excluding the operations of Colonies of Margate and Aptos Pines. Rental income, excluding Colonies of Margate and Aptos Pines, increased 0.6% and decreased 0.8% during the nine and three months ended September 30, 1995, respectively, over the same periods in 1994. Higher rental rates at Woodbridge in 1995 are offset by lower occupancy. Competition in the immediate area has lowered occupancy at Woodbridge, but the major improvements done to the property begun in 1992 and to be completed in 1995 are expected to allow Woodbrige to maintain a stable income stream. Competition mostly arises from Irvine Apartment Communities whose numerous properties dominate the local luxury apartment market. Interest income increased during the nine and three months ended September 30, 1995 due to cash reserves from the Colonies of Margate sale from since August 1994. Expenses, excluding Colonies of Margate and Aptos Pines, during the nine and three months ended September 30, 1995 increased 0.2% and decreased 6.1%, respectively, over the same periods in 1994. Professional fees and services increased due to increased accounting costs. Insurance premiums at Woodbridge increased by 73% over 1994 largely as a result of the January 1994 Northridge earthquake centered approximately 70 miles from Woodbridge. Partially offsetting these increases was a decrease in depreciation and amortization costs due to the declining balance method of depreciation. Other than as described above, there are no known trends or uncertainties which have had or can be reasonably expected to have a material effect on continuing operations. 15 16 PART II. OTHER INFORMATION ITEM NUMBER 1. LEGAL PROCEEDINGS No new material legal proceedings were commenced during the three months ended September 30, 1995 and there are none pending. 2. CHANGES IN SECURITIES None. 3. DEFAULTS UPON SENIOR SECURITIES None. 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5. OTHER INFORMATION None. 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit Index
Exhibit Number Page -------------- ---- 10.1 Woodbridge/Terra Vista Management Agreement dated August 18, 1994............................18
(b) Reports on Form 8-K As discussed in Note 6 to the Financial Statements, Aptos Pines was sold during the three months ended September 30, 1995 and was reported on Form 8-K dated July 11, 1995, which report included proforma condensed financial information as of March 31, 1995 and December 31, 1994 and for the three months ended March 31, 1995. 16 17 PART II. OTHER INFORMATION (Continued) SIGNATURES Pursuant to the requirements 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. DE ANZA PROPERTIES - X (Registrant) By DE ANZA CORPORATION A California Corporation Operating General Partner Date: November 13, 1995 By /s/ Michael D. Gelfand ----------------------------- Michael D. Gelfand President and Chief Financial Officer 17 EX-10.1 2 MANAGEMENT AGREEMENT 1 WOODBRIDGE/TERRA VISTA MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 18th day of August, 1994, by and between Terra Vista Management, Inc., a California corporation, (the "Manager"), and De Anza Properties - X, a California limited partnership, (the "Owner"), in Los Angeles, California, with reference to the following facts: A. Owner owns certain property located in the City of Irvine, California, known as Woodbridge Meadows Apartments (hereinafter referred to as the "Property"). B. De Anza Assets, Inc., a California corporation, is the existing manager of the Property pursuant to a Management Agreement dated October 1, 1985. De Anza Assets, Inc. is wholly owned by De Anza Group, Inc., which is being sold. Accordingly, De Anza Assets has withdrawn as manager, which withdrawal has been accepted by Owner, and De Anza Assets has been replaced by Terra Vista Management, Inc. The parties desire to enter into this Management Agreement to reflect their obligations with respect to the ownership and operation of the Property. C. Owner desires that Manager maintain and operate the Property on its behalf, and Manager desires to undertake said functions. NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, the parties agree as follows: -1- 2 1. Engagement. Owner hereby engages Manager as general manager of the Property to the extent and subject to the conditions set forth herein, and Manager hereby accepts such engagement. 2. Term and Termination. This Agreement shall continue from year to year; provided, however, that Owner or Manager may, without penalty or obligation to the other party to this Agreement, by providing sixty (60) days' written notice to the other, terminate this Agreement with or without cause at any time. This Agreement may be immediately canceled in the event of the violation of any of the provisions hereof, or by Owner in the event a petition in bankruptcy is filed by or against Manager which is not dismissed within ninety (90) days following the date of such filing. 3. General Duties of Manager. Manager shall be directly responsible for the day-to-day management of the Property, subject to such general guidelines and instructions as the Owner may issue from time to time. Notwithstanding anything to the contrary contained herein, all final decisions respecting the management of the Property shall be made by Owner. Manager shall at all times do and perform all things reasonably necessary to effectuate the purposes and intentions embodied in this Agreement so that the Property is operated at all times in a manner consistent with prudent business practice and in accordance with any and all leases, subleases and contracts to which the Property is subject, and any and all other laws, -2- 3 statutes, ordinances and regulations of any governmental authority having jurisdiction over Owner, the Property or Manager. 4. Collection of Rent and Payment of Expenses. Manager shall collect on behalf of Owner all rents and all other charges of every kind or type whatsoever from all tenants or other occupants of the Property for services provided in connection with, or for the use of, the Property or any portion thereof, and shall deposit the same in depositories specifically approved by Owner. Out of the foregoing rents and other charges collected on behalf of Owner, Manager shall pay all expenses related to the operation and maintenance of the Property and each of its facilities as and when the same become due, all in accordance with specific instructions provided by Owner. Manager may, with Owner's prior approval, and, when so requested by Owner, shall, at Owner's expense, institute legal actions or proceedings to collect charges, rent or other income or compensation due to Owner with respect to the Property, or to oust persons unlawfully in possession of any portion of the same. All such actions or proceedings and any related counterclaim, crossclaims or other proceedings shall be at Owner's expense and may be brought in the name of Owner or Manager. 5. Employees. Manager shall have the exclusive right to discharge, supervise and fix the pay of such personnel as are necessary for the efficient maintenance and operation of the Property. However, such personnel shall be employed and paid by and shall be bonded to the satisfaction of Owner. -3- 4 6. Repair and Maintenance of Property. Manager, at Owner's expense, shall make or attend to the making of ordinary and emergency repairs, maintenance, decorations and alterations at the Property. 7. Taxes and Insurance. Owner shall pay all taxes, personal and real, and assessments that are attributable to the Property. Manager shall obtain and keep in force, at Owner's expense, such fire, comprehensive, liability and other insurance policies as are generally carried with respect to similar facilities in amounts sufficient to protect and maintain the Property and Owner's interest therein in a form, manner and amount, and with companies satisfactory to Owner. Owner and Manager shall be named as insured parties in all liability insurance policies relating to the Property. 8. Accounting. Manager shall keep a detailed and complete set of books and records of all the income and disbursements of the Property in accordance with good accounting practices and Manager shall, on a monthly basis, render to Owner each of the following: (a) A report on all vacancies; (b) A schedule showing all income received and disbursements made during the preceding month, together with the balance on hand, if any, at the end of said month; and (c) A schedule describing the monthly and annual budget for the Property, together with the amount expended in each category in the preceding month and for the year to date. -4- 5 9. Books and Records. Manager shall keep adequate books and records in connection with all matters arising under the terms of this Agreement. During regular business hours, Manager shall allow Owner or any of its duly authorized representatives access to Manager's records and correspondence pertaining to any transaction arising out of this Agreement. At the close of each fiscal year of Owner, Manager shall allow the books and records which are the subject of this paragraph to be examined and audited by a certified public accountant selected by Owner. In the event of the termination of this Agreement, Manager shall turn over to Owner all records and correspondence as may be reasonably necessary to assist Owner to carry to completion any lease or other transaction and all contracts, records and documents directly pertaining to the Property. 10. Compensation. Owner shall pay to Manager as compensation for its services under this Agreement a sum equivalent to 5% of the aggregate gross receipts from the operation of the Property (excluding all receipts from utilities or from taxes of any kind or type). The foregoing compensation shall be payable at the beginning of each monthly accounting period and shall be calculated on the basis of the budgeted gross receipts (as determined by Owner) from the operation of the Property during that period. The total amount of compensation earned by Manager hereunder shall, as soon as possible after the end of each calendar year during the term of this Agreement, be calculated on the basis of the actual gross receipts from the operation of the Property during that year, and any additional compensation that is -5- 6 due to Manager (because the actual gross receipts exceeded the budgeted gross receipts) shall be paid to it by Owner at that time. Conversely, if Manager collected more compensation than it was entitled to receive during any such year (because the actual gross receipts were less than the budgeted gross receipts), Manager shall return the excess compensation to Owner (without interest thereon); provided, however, that such compensation shall be subordinated to the receipt (on a noncumulative basis) by the limited partners of Owner of an annual cash distribution equal to 6% of the aggregate capital contributions of such limited partners. The foregoing compensation shall be payment for Manager's conduct and supervision of the ordinary and routine operation of the Property and is not intended to compensate Manager for any other activities it may undertake with respect to any operation of the Property which would not be considered ordinary and routine when compared to the services provided by professional real property management companies for other real properties that are comparable in size, location and nature to the Property. In the event the nature of the Property or the business conducted thereon changes, the compensation to be paid to Manager hereunder will be altered in a manner which is mutually agreeable to it and Owner, but in no event shall the amount of such compensation exceed the amount that would be charged by non-affiliated entities rendering comparable services which could reasonably be made available to Owner. -6- 7 11. Indemnification. Owner shall indemnify, defend and hold Manager harmless from any damages, costs, expenses or obligations incurred by Manager as a result of any actions or omissions of Manager within the scope of its authority as provided in this Agreement, or as a result of any other actions or obligations as Owner may specifically authorize Manager to perform, provided performance of such acts by Manager does not constitute fraud, bad faith or willful misconduct. 12. Miscellaneous. To the extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. However, if any provision hereof shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and shall in no way affect the validity of the remainder of such provision, or of any of the remaining provisions of this Agreement. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California. This Agreement and the rights of Owner and Manager hereunder shall not be assignable by either of them. Manager may, however, subcontract the performance of all or part of its duties under this Agreement to one or more subsidiaries or affiliates of Manager or to one or more affiliated companies or unaffiliated companies suitable to Owner, but it shall remain responsible for such performance. The right of Manager to receive compensation -7- 8 may be assigned, pledged or hypothecated at anytime without Owner's consent. This Agreement contains the entire agreement of Owner and Manager with respect to the subject matter hereof and may not be changed except by an instrument executed by both of them. IN WITNESS WHEREOF, the parties hereto have executed this Management Agreement as of the date first above written. OWNER: DE ANZA PROPERTIES - X a California limited partnership By De Anza Corporation, Operating General Partner By: /s/ Herbert M. Gelfand ------------------------------ Herbert M. Gelfand Chairman of the Board MANAGER: TERRA VISTA MANAGEMENT, INC. a California corporation By: /s/ Michael D. Gelfand ------------------------------ Michael D. Gelfand President -8- EX-27 3 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLARS 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 1 1,466,130 0 17,586 0 0 1,580,271 19,678,986 9,752,506 11,583,077 435,341 4,774,530 0 0 0 5,621,084 11,583,077 3,027,018 5,570,917 0 1,650,218 489,242 0 362,376 3,069,081 0 680,802 2,388,279 0 0 3,069,081 115.93 115.93 Amount is per Limited Partner Unit
-----END PRIVACY-ENHANCED MESSAGE-----