-----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, Ef4cZ1JKuYq4OE0HKKAvHsNwrcuf5bsHYziph5qo5YhrPV8Z50n9x5zEYP8zv88n so5wLddcbGNRWLBb8hUHAg== 0000950150-96-000427.txt : 19960515 0000950150-96-000427.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950150-96-000427 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DE ANZA PROPERTIES X CENTRAL INDEX KEY: 0000215628 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [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: 96563260 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 FOR THE PERIOD ENDED 3/31/96 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 March 31, 1996 [ ] 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 15. 1 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) 6 Statements of Cash Flows 7 Notes to Financial Statements 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12 PART II. OTHER INFORMATION 14
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Unaudited)
March 31, December 31, 1996 1995 ------------ ------------ ASSETS CASH AND CASH EQUIVALENTS - including restricted deposits of $843,923 at March 31, 1996 and December 31, 1995 - Note 1 $ 1,381,261 $ 1,388,279 ACCOUNTS RECEIVABLE 8,844 10,812 PREPAID EXPENSES 43,889 70,222 ----------- ----------- 1,433,994 1,469,313 ----------- ----------- PROPERTY AND EQUIPMENT - Notes 2, 5 and 6 Land 2,989,265 2,989,265 Land improvements 4,738,665 4,704,170 Buildings and improvements 11,448,171 11,448,171 Furniture and equipment 623,498 623,498 ----------- ----------- 19,799,599 19,765,104 Less accumulated depreciation 10,062,815 9,921,679 ----------- ----------- 9,736,784 9,843,425 ----------- ----------- OTHER ASSETS Loan costs - less accumulated amortization of $54,254 and $53,484 at March 31, 1996 and December 31, 1995, respectively - Note 2 53,561 54,331 Other 21,503 20,656 ----------- ----------- 75,064 74,987 ----------- ----------- $11,245,842 $11,387,725 =========== ===========
See accompanying notes to financial statements. 3 4 DE ANZA PROPERTIES - X (A Limited Partnership) Balance Sheets (Continued) (Unaudited)
March 31, December 31, 1996 1995 ------------ ------------ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ACCOUNTS PAYABLE AND ACCRUED EXPENSES - including $8,254 and $11,305 due to related parties at March 31, 1996 and December 31, 1995, respectively $ 179,176 $ 127,389 DEPOSITS AND ADVANCE RENTALS 125,027 122,937 DEFERRED GAIN ON SALE - Note 5 843,923 843,923 SECURED NOTE PAYABLE - Note 2 4,729,773 4,752,430 ----------- ----------- 5,877,899 5,846,679 ----------- ----------- PARTNERS' CAPITAL (DEFICIT) General partners (3,516,996) (3,476,003) Cash general partners, 218.5 and 228.5 units issued and outstanding at March 31, 1996 and December 31, 1995, respectively 76,482 77,686 Limited partners, 22,650.5 and 22.640.5 units issued and outstanding at March 31, 1996 and December 31, 1995, respectively 8,808,457 8,939,363 ----------- ----------- 5,367,943 5,541,046 ----------- ----------- $11,245,842 $11,387,725 =========== ===========
See accompanying notes to financial statements. 4 5 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Income (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1996 1995 ------------ ------------ INCOME Rent - Note 6 $896,293 $1,048,312 Utilities - 62,416 Other 29,414 30,699 Interest and dividends 14,864 7,844 -------- ----------- 940,571 1,149,271 -------- ---------- EXPENSES Depreciation and amortization 141,906 169,740 Interest 118,623 120,771 Maintenance, repairs and supplies 104,039 109,412 Professional fees and services - including $27,645 and $33,911 paid to related parties in 1996 and 1995, respectively - Note 3 90,809 62,117 Other 84,650 68,972 Salaries - including $4,611 and $10,012 paid to related parties in 1996 and 1995, respectively - Note 3 68,142 88,623 Utilities 52,687 95,050 Real estate taxes 52,510 64,531 Management fees - including $46,045 and $45,000 paid to related parties in 1996 and 1995, respectively - Note 3 46,045 55,475 Insurance 26,445 24,407 Payroll taxes and employee benefits 15,173 18,855 ------- ---------- 801,029 877,953 -------- ---------- NET INCOME $139,542 $ 271,318 ======== ========== NET INCOME GENERAL PARTNERS $ 33,046 $ 64,252 ======== ========== CASH GENERAL AND LIMITED PARTNERS $106,496 $ 207,066 ======== ========== INCOME PER 1% GENERAL PARTNER INTEREST - Note 4 $ 330.46 $ 642.52 ======== ========== INCOME PER CASH GENERAL AND LIMITED PARTNERSHIP UNIT - Note 4 $ 4.66 $ 9.05 ======== ==========
See accompanying notes to financial statements. 5 6 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Changes in Partners' Capital (Deficit) (Unaudited) For the Three Months Ended March 31, 1996 and For the Year Ended December 31, 1995
Cash General General Limited Total Partners Partners Partners ----------- ------------ --------- ------------ BALANCE - January 1, 1995 $ 7,805,545 $(3,210,498) $ 97,659 $10,918,384 DISTRIBUTIONS TO PARTNERS (5,524,941) (647,779) (48,731) (4,828,431) NET INCOME - for the year ended December 31, 1995 3,260,442 382,274 28,758 2,849,410 ----------- ----------- -------- ----------- BALANCE - December 31, 1995 5,541,046 (3,476,003) 77,686 8,939,363 DISTRIBUTIONS TO PARTNERS (312,645) (74,039) (2,175) (236,431) NET INCOME - for the three months ended March 31, 1996 139,542 33,046 971 105,525 ----------- ----------- -------- ----------- BALANCE - March 31, 1996 $ 5,367,943 $(3,516,996) $ 76,482 $ 8,808,457 =========== =========== ======== ===========
See accompanying notes to financial statements. 6 7 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Gross rents received from real estate operations $ 899,539 $ 1,102,361 Cash paid to suppliers and employees - including $81,585 and $90,370 paid to related parties in 1996 and 1995, respectively (463,227) (516,018) Interest paid (118,623) (120,771) Interest and other income received 45,090 39,442 ----------- ------------ Net cash provided by operating activities 362,779 505,014 ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (34,495) (48,237) Sales and closing costs - (15,312) ----------- ------------ Net cash used in investing activities (34,495) (63,549) ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on secured notes payable (22,657) (20,510) Partner distributions (312,645) (278,720) ----------- ------------ Net cash used in financing activities (335,302) (299,230) ----------- ------------ NET (DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (7,018) 142,235 CASH AND CASH EQUIVALENTS: BALANCE AT BEGINNING OF PERIOD 1,388,279 1,431,793 ----------- ------------ BALANCE AT END OF PERIOD $ 1,381,261 $ 1,574,028 =========== ============
See accompanying notes to financial statements. 7 8 DE ANZA PROPERTIES - X (A Limited Partnership) Statements of Cash Flows (Continued) (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1996 1995 ------------ ------------ RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income $ 139,542 $ 271,318 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 141,906 169,740 Changes in operating assets and liabilities Decrease in accounts receivable 1,968 38,969 Decrease in prepaid expenses 26,333 23,713 Increase in other assets (847) (3,221) Increase in accounts payable and accrued expenses 51,787 4,472 Increase in deposits and advance rentals 2,090 23 ----------- ----------- Net cash provided by operating activities $ 362,779 $ 505,014 =========== ===========
See accompanying notes to financial statements. 8 9 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Unaudited) March 31, 1996 and December 31, 1995 and For the Three Months Ended March 31, 1996 and 1995 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 three months ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 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, 1995. 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 and certificates of deposit, with original maturities ranging generally from one to three months. The Partnership considers all such items to be cash equivalents. NOTE 2 - SECURED NOTE PAYABLE Secured note payable at March 31, 1996 and December 31, 1995 consisted of:
March 31, December 31, 1996 1995 ------------ ------------ Note collateralized by first trust deed, payable in monthly installments of $47,093, including interest at 10%, maturing in 2014. $4,729,773 $4,752,430 ========== ==========
NOTE 3 - TRANSACTIONS WITH RELATED PARTIES Pursuant to a former 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 priority 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 subordinate, 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. 9 10 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) March 31, 1996 and December 31, 1995 and For the Three Months Ended March 31, 1996 and 1995 NOTE 3 - TRANSACTIONS WITH RELATED PARTIES (Continued) 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). 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 $46,045 and $45,000 for management fees during the three months ended March 31, 1996 and 1995, respectively. 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 $35,540 and $45,370 during the three months ended March 31, 1996, and 1995, respectively, for performing bookkeeping, regional management, computer and investor relations services necessary for the operation of the Partnership and its properties. 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 an affiliate of Manufactured Home Communities, Inc. ("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. In connection with the sale, the Partnership established various reserves totaling $1,024,923. 10 11 DE ANZA PROPERTIES - X (A Limited Partnership) Notes to Financial Statements (Continued) (Unaudited) March 31, 1996 and December 31, 1995 and For the Three Months Ended March 31, 1996 and 1995 NOTE 5 - SALE OF COLONIES OF MARGATE (Continued) The $1,024,923 was 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 and subsequently released in May 1995. 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 deferred in 1994 the recognition of gain on that portion of the sales proceeds represented by the MHC Reserve, Independent Committee Reserve and General Reserve, totaling $1,024,923. As these reserves are released or expended, gain on sale will be recognized. At March 31, 1996 and December 31, 1995, $843,923 and $1,024,923 of sale proceeds have been deferred and are included in deferred gain on sale, as reflected in the balance sheets. NOTE 6 - SALE OF APTOS PINES On July 11, 1995, Aptos Pines (Aptos) was sold to a non-profit mutual benefit corporation formed by the Aptos Pines Homeowners' Association. The sales price for Aptos 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. 11 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity The Partnership's quick ratios were 1.4:1 and 1.6:1, including unrestricted cash balances of $537,338 and $544,356 at March 31, 1996 and December 31, 1995, respectively. The decrease in liquidity is primarily attributable to an increase in accrued real estate taxes. 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 three months ended March 31, 1996 were approximately $363,000. Should it become necessary to improve liquidity the Partnership can reduce partner distributions from operations, which totaled approximately $313,000 during the three months ended March 31, 1996, arrange a short-term line of credit or refinance Woodbridge Meadows Apartments. In 1995 the Partnership sold Aptos Pines as discussed in Note 6 to the financial statements. The sale has reduced partnership income and therefore, liquidity. The Partnership intends to sell its remaining property, Woodbridge Meadows Apartments, in the next twelve months which would prompt the Partnership's dissolution. 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 $137,000 in 1996 for physical improvements at its properties, $102,000 of which will be spent during the remainder of 1996. The Partnership will continuously review the necessity for such expenditures in light of the expected sale of Woodbridge Meadows Apartments. 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. Similarly, the expected sale of Woodbridge Meadows Apartments in the next twelve months would prompt the Partnership's dissolution. The Partnership has submitted the proposed sale to the Independent Committee for its approval of this Fundamental Transaction. The Partnership has also begun negotiating an agreement with a national commercial real estate broker to sell Woodbridge Meadows Apartments. 12 13 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 Aptos Pines was sold in July 1995, a comparison of results of operations for the three months ended March 31, 1996 and 1995 would not be meaningful. However, a comparison can be done excluding the operations of Aptos Pines. Rental income, excluding Aptos Pines, decreased 0.5% during the three months ended March 31, 1996, over the same period in 1995. Occupancy at Woodbridge in 1996 is slightly lower than in 1995 which decrease in rental income is partly offset by slightly higher rental rates. Competition in the immediate area has lowered occupancy at Woodbridge, but the major improvements done to the property begun in 1992 and completed in 1995 are expected to allow Woodbridge to maintain a stable income stream. Competition mostly arises from Irvine Apartment Communities whose numerous properties dominate the local luxury apartment market. Interest and dividend income increased during the three months ended March 31, 1996 over the same period in 1995 due to investing reserves in higher yielding investments. Expenses, excluding Aptos Pines, increased 10.6% during the three months ended March 31, 1996 over the same period in 1995. Professional fees and services increased due to timing of the payment of audit and tax return fees and increased legal costs because of the recent tender offer by Moraga Capital, LLC. Insurance premiums at Woodbridge increased as a result of the January 1994 Northridge earthquake centered approximately 70 miles from Woodbridge. Other expenses increased due to additional investor mailings also because of the recent tender offer by Moraga Capital, LLC. Maintenance, repairs and supplies increased due to tree trimming expense in 1996 but not in 1995. 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. 13 14 PART II. OTHER INFORMATION ITEM NUMBER 1. LEGAL PROCEEDINGS No new material legal proceedings were commenced during the three months ended March 31, 1996 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 The Partnership has determined to pursue a sale of its remaining property within twelve months and the prompt liquidation of the Partnership thereafter. 6. EXHIBITS AND REPORTS ON FORM 8-K No exhibits. No reports on Form 8-K were filed during the quarter ended March 31, 1996. However, subsequently, a report on Form 8-K dated April 24, 1996 was filed disclosing in Item 5 both a request by Moraga Capital, LLC and its affiliated Limited Partners for a meeting of Limited Partners and the withdrawal of that request. 14 15 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: May 14, 1996 By /s/ Michael D. Gelfand --------------------------------- Michael D. Gelfand President and Chief Financial Officer 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1,381,261 0 8,844 0 0 1,433,994 19,799,599 10,062,815 11,245,842 400,780 4,729,773 0 0 0 5,367,943 11,245,842 896,293 940,571 0 540,500 141,906 0 118,623 139,542 0 139,542 0 0 0 139,542 4.66 4.66 Earnings per share is per Limited Partner Unit.
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