-----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, TeEoUfHtwpeGzhnaqABOv5ajzXhfee/FdiKED79auMpuZGqNaPHUOcQiZHxKmos+ cHvY8BzWp/v5TDw8oavu8Q== 0000830051-97-000001.txt : 19970329 0000830051-97-000001.hdr.sgml : 19970329 ACCESSION NUMBER: 0000830051-97-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCOME GROWTH PARTNERS LTD X CENTRAL INDEX KEY: 0000830051 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330294177 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18528 FILM NUMBER: 97567405 BUSINESS ADDRESS: STREET 1: 11300 SORRENTO VALLEY RD STE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194572750 MAIL ADDRESS: STREET 1: 11300 SORRENTO VALLEY ROAD STREET 2: SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92121 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from______to______ Commission File Number 0-18528 INCOME GROWTH PARTNERS, LTD. X, A CALIFORNIA LIMITED PARTNERSHIP (Exact name of Registrant as specified in its charter) CALIFORNIA 33-0294177 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11300 Sorrento Valley Road, Suite 108, San Diego, California 92121 (Address of principal executive offices) (Zip Code) (619) 457-2750 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: LIMITED PARTNERSHIP INTERESTS (Title of Class) 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 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 is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ] DOCUMENTS INCORPORATED BY REFERENCE: Prospectus dated January 3, 1991, incorporated by reference as Exhibit 28.1 from the Partnership's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1992 (incorporated into Parts I-III herein). Letter regarding resignation of a General Partner, incorporated by reference from the Partnership's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1993 (incorporated into Part III herein). Exhibit 2.2 from the Partnership's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1994 (incorporated into Parts I-III herein) containing the following documents: Second Amended Disclosure Statement to Debtor's Second Amended Plan of Reorganization, As Revised (with Second Amended Plan of Reorganization attached as Exhibit 1) filed with the Bankruptcy Court on October 25, 1994; Order Approving Second Amended Disclosure Statement to Debtor's Second Amended Plan of Reorganization, Approving Ballots and Fixing Dates for Filing Acceptances or Rejections of Plan and for Confirmation Hearing, Combined with Notice Thereof; Equity Interest Holder Ballot for Accepting or Rejecting Debtor's Second Amended Plan of Reorganization; Offering Memorandum for Income Growth Partners, Ltd. X Class A Units dated October 27, 1994 (with Amended and Restated Agreement of Limited Partnership attached as Exhibit B). Articles of Incorporation of IGP X Mission Park, Inc., incorporated by reference as Exhibit 3.1 from the Partnership's Current Report on Form 8-K dated December 27, 1995 (incorporated into Part III herein). Agreement of Limited Partnership of IGP X Mission Park Associates, L.P., A California Limited Partnership, incorporated by reference as Exhibit 4.3 from the Partnership's Current Report on Form 8-K dated December 27, 1995 (incorporated into Part III herein). PART I Item 1. Business The registrant is engaged in the business of acquiring and operating parcels of income-producing, multi-family, residential real property. Information regarding the general development of the business of Income Growth Partners, Ltd. X, a California Limited Partnership (the "Limited Partnership") is hereby incorporated herein by this reference from pages 20-31 (under the captions "Partnership Investment Objectives and Policies" and "Real Estate Property Investments") of the Limited Partnership's Prospectus dated January 3, 1991 (the "Prospectus"), incorporated herein by reference as Exhibit 28.1 from the Limited Partnership's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1992; and from pages 15-17 of the Limited Partnership's Offering Memorandum for Class A Units dated October 27, 1994 from Exhibit 2.2 of the Limited Partnership's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1994, as supplemented by the following: (a) Current Principal Balances of Loans Encumbering Properties Property Balance as of December 31, 1996 Shadowridge Meadows Apartments $ 9,670,505 Mission Park Apartments $10,118,364 As previously reported, on January 26, 1994 the Limited Partnership filed a voluntary petition (the "Chapter 11 filing") in the United States Bankruptcy Court for the Southern District of California (the "Bankruptcy Court") seeking to reorganize under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). Throughout 1994 and until May 2, 1995 the Limited Partnership operated as a debtor-in-possession under the supervision of the Bankruptcy Court. During 1995 the Limited Partnership raised approximately $2,025,000 in additional capital from existing investors in the form of Class A Units to satisfy its court confirmed Plan of Reorganization ("Plan"). The offering was closed effective June 30, 1995. The Class A Units were offered pursuant to exemptions from the registration requirements of the Securities Act of 1933 and applicable states' securities laws. On October 27, 1994 the Limited Partnership released an Offering Memorandum for the Class A Units which contained an Amended and Restated Agreement of Limited Partnership ("Partnership Agreement"). A copy of the Disclosure Statement and Offering Memorandum are incorporated herein by this reference from Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994. The Limited Partnership emerged from bankruptcy effective May 2, 1995 and paid its creditors in accordance with the Plan. As part of the Limited Partnership's Plan of Reorganization the Limited Partnership cured and reinstated the loans on the Mission Park and Shadowridge Meadows properties, but was unable to retain ownership of Margarita Summit. In December 1995 the Limited Partnership refinanced its Mission Park property to take advantage of an opportunity to pay off the existing $12.3 million loan on the property for the discounted amount of $10.2 million, pursuant to a Loan Pay-off Agreement with the existing lender. This effectively created an additional $2 million in equity in the property, and lowered the monthly debt service payments on the property by approximately $20,000 to approximately $73,000 per month. With this new financing, the property generates a positive cash flow, and is in a much better position to meet its ongoing financial obligations. In order to complete the refinancing, the partnership had to transfer title of the property to a new transparent subpartnership called IGP X Mission Park Associates, L.P., a California limited partnership (the "Subsidiary") pursuant to Sections 5.1.2 and 5.1.3 of the registrant's Amended and Restated Agreement of Limited Partnership. The sole limited partner of the Subsidiary is the registrant, Income Growth Partners, Ltd. X. Its general partners are Income Growth Management, Inc., a California corporation (also the General Partner of Income Growth Partners, Ltd. X) and a new corporation, IGP X Mission Park, Inc., a California corporation. The Subsidiary is transparent to Income Growth Partners, Ltd. X, because as the sole limited partner of the Subsidiary, Income Growth Partners, Ltd. X receives 99% of all net income and losses generated by the it. Furthermore the remaining 1% of net income and loss is allocated to the General Partner, IGP X Mission Park, Inc., of which Income Growth Partners, Ltd. X is the sole shareholder. As discussed in the Registrant's Form 8-K dated December 27, 1995, incorporated herein by this reference, the newly formed Subsidiary is separate and distinct from the Limited Partnership, having separate assets, liabilities, and business operations. The Limited Partnership and Subsidiary are collectively referred to as the "Partnership." During 1996 the Partnership generated improved earnings due to the reorganization and refinancing of its debt, a general recovery in the apartment rental market, and continued low interest rates. (b) Operating Information for Partnership Properties Average Effective Annual Rent Average Annual Fiscal Year Per Occupied Square Foot* Occupancy Rate* ___________ _____________________________ ______________ SHADOWRIDGE MEADOWS APARTMENTS 1992 $8.40 90% 1993 $7.94 91% 1994 $8.04 91% 1995 $8.08 94% 1996 $8.30 95% MISSION PARK APARTMENTS 1992 $9.24 95% 1993 $9.48 94% 1994 $9.04 93% 1995 $9.10 93% 1996 $9.59 97% * "Average Effective Annual Rent" is calculated by dividing actual rental revenues by average number of occupied square feet of rentable space. Average number of occupied square feet is calculated by multiplying total rentable square feet by the average annual occupancy rate. "Average Annual Occupancy Rate" reflects the average for the year of all average monthly occupancies. Management believes the rental rates are competitive with the market areas. (c) Market Area Occupancy Rates - Based on market surveys completed by the on-site staff of the properties, the average occupancy rates of residential rental properties in the respective market areas in which the Partnership's properties are located were as follows, as of the dates indicated: MARKET AREA OCCUPANCY RATE PROPERTY MARKET AREA DECEMBER 31, 1995 DECEMBER 31, 1996 ________ ___________ _________________ _________________ Shadowridge Vista, California 94% 97% Meadows Apartments Mission Park San Marcos, 93% 97% Apartments California (d) Employees of the Partnership - The Partnership has no full-time employees. Employees of corporations affiliated with the general partners, however, perform certain administrative and other services on behalf of the Partnership. Item 2. Properties As of the date hereof, the Partnership owns the properties referred to in Item 1 above. The information regarding such properties set forth in Item 1 is incorporated herein by this reference. Item 3. Legal Proceedings There are no pending legal proceedings which may have a material adverse effect on the Partnership. However, the Partnership is involved in small claims court proceedings against certain present or former tenants of its apartment complexes with regard to landlord-tenant matters, all of which are considered to be in the ordinary course of its business. Item 4. Submission of Matters to a Vote of Securities Holders There were no matters submitted to a vote of the holders of Limited Partnership Interests, through solicitation of proxies or otherwise, during 1996. PART II Item 5. Market for Registrant's Units and Related Security Holder Matters (a) Market Information As of December 31, 1996 the outstanding securities of the Partnership were the Original Units and Class A Units held by the Limited Partners. The Partnership's Amended and Restated Agreement of Limited Partnership substantially restricts transfers of all units and no public trading market for the units exists or is intended or expected to develop. (b) Holders As of December 31, 1996, the Partnership's 18,826.5 outstanding Original Units and 8,100 Class A Units were held by an aggregate of 2,082 Limited Partners. (c) Dividends As a limited partnership, the Partnership does not pay dividends, nor has the Partnership made any distributions to the Limited Partners for the fiscal year covered by this report or for any prior fiscal year. The general partners anticipate that Partnership operations may generate sufficient cash to enable the Partnership to make distributions to the partners at some time during the life of the Partnership, but such distributions cannot be assured at this time. Since the Partnership has issued approximately 8,100 preferred Class A Units, if any cash becomes available for distributions, these distributions would first be allocated to paying the priority return on the Class A Units. The ability of the Partnership to make any distributions is largely dependent on future income, expenses, debt service, and operating reserves. The Partnership is currently rebuilding its operating reserve accounts with any positive cash flow from operations in anticipation of future costs associated with refinancing or selling the Shadowridge Meadows Apartments in 1998. Item 6. Selected Financial Data The following selected financial data should be read in conjunction with the Financial Statements and the related Notes described in Item 8 herein: Income Growth Partners, Ltd. X and Subsidiary (A California Limited Partnership)
1996 1995 1994 1993 1992 ____________ ____________ ____________ ____________ ____________ Total revenues $ 3,576,981 $ 3,896,384 $ 4,344,717 $ 4,418,407 $ 4,393,944 Extraordinary gain on forgiveness of debt - 4,446,019 - - - Net income (loss) (486,528) 3,757,729 (5,322,740) (2,550,654) (2,526,354) Total assets 21,476,918 22,153,868 28,945,057 33,954,409 35,272,654 Long-term obligations 19,788,869 19,966,935 29,426,708 29,678,456 29,991,066 Net income (loss) per limited partnership unit before extraordinary gain (18.06) (28.48) (282.73) (135.49) (134.13) Net income (loss) per limited partnership unit after extraordinary gain (18.06) 155.53 (282.73) (135.49) (134.13) To date there have been no cash distributions to partners.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation The following Management's Discussion and Analysis of Financial Condition and Results of Operation should be read in conjunction with the Financial Statements and Notes thereto filed herewith. See the discussion in Item 1, subsection (a) regarding the bankruptcy proceedings and refinancing of the Mission Park Property. The information set forth in Item 1 is incorporated herein by this reference. Liquidity and Capital Resources Historically, the Limited Partnership was dependent upon proceeds from the sale of Original Units to meet its obligations, including debt service requirements. Since 1992 the Limited Partnership's primary source of liquidity has been from cash generated from operations. Due to the $2 million in additional capital that was raised in 1995, the $476,000 debt paydown on Shadowridge meadows, and the $2 million debt reduction resulting from the refinancing of Mission Park, the Partnership was able to generate sufficient cash flow to cover its expenses and rebuild cash reserves during 1996. Although the Partnership successfully refinanced one of its properties at a fixed annual interest rate of 7.76%, it remains sensitive to interest rates because the Shadowridge Meadows property remains highly leveraged. The interest rate on the Shadowridge Meadows mortgage adjusts monthly with the 11th District Cost of Funds Index. Between May 1994 and March 1996, increases in the 11th District Cost of Funds Index totaling 1.192% have been announced. If the 11th District Cost of Funds index continues to increase more rapidly than projected, and the Partnership is unable to raise rents at Shadowridge Meadows to cover the increased debt service payments, the Partnership may have to fund shortfalls from reserves. Furthermore the existing loan on Shadowridge Meadows is currently scheduled to expire in July 1998. If the real estate and financing markets have not improved sufficiently for the Partnership to refinance this property by that time, the Partnership may have to restructure the existing loan, file another bankruptcy petition, sell the property, or risk losing the property to foreclosure. The Partnership changed its method of reporting cash flows from the direct method to the indirect method in 1996. Prior period amounts have been reclassified to conform with the current year presentation. Net cash provided by operating activities in 1996 was $359,996 compared to net cash (used) provided by operating activities of ($1,353,545) and $314,163 in 1995 and 1994 respectively. The principal reason for the difference between net cash provided by operating activities in 1996 and net cash used by operating activities in 1995 was the cash used to fund the Partnership's Plan of Reorganization, and increased income due to a recovery in the rental market which was offset by decreased revenue and expenses resulting from the foreclosure of Margarita Summit in 1995. The principal reason for the difference between net cash used by operating activities in 1995 and net cash provided by operating activities in 1994 was primarily due to the cash used to fund the Partnership's Plan of Reorganization and the reduction in revenues resulting from the foreclosure of Margarita Summit in 1995. Mortgage indebtedness during 1996 remained high, despite the Partnership's success at curing and reinstating the loans, disqualifying penalty interest and fees, making principal reduction payments, and obtaining debt forgiveness from refinancing. This mortgage indebtedness may make it difficult for the properties to service their debt through Partnership operations. In the event that one or more of the properties is unable to support its debt service and the Partnership is unable to cover operational shortfalls from reserves, the Partnership may have to take one or more alternative courses of action. The general partners would then determine, based on their analysis of relevant economic conditions and the status of the properties, a course of action intended to be consistent with the best interests of the Partnership. Possible courses of action might include, the sacrifice of one or more of the properties to reduce negative cash flow, the sale or refinancing of one or more of the properties, the entry into one or more joint venture partnerships with other entities, or the filing of another bankruptcy petition. Results of Operations 1996 and 1995 As of December 31, 1996, the Shadowridge Meadows Apartments and Mission Park Apartments reflected occupancy rates of 99 percent and 96 percent respectively. The Partnership's properties continued to stabilize during 1996. Although the loss of Margarita Summit in 1995 has resulted in a decrease in both Total Revenues and Total Expenses, the partnership was able to raise additional capital, and refinance, restructure, and pay down debt as a result of the Chapter 11 reorganization completed in 1995. This has allowed the Mission Park and Shadowridge Meadows Properties to generate a positive cash flow during 1996. Shadowridge Meadows, however, remains sensitive to interest rates and management estimates that the Partnership may experience operating losses from Shadowridge Meadows in the future unless the mortgage indebtedness balance (and related interest expense burden) is permanently reduced and/or restructured. Since the properties remain highly leveraged, earnings from operations are sensitive to changes in debt service. Although the Partnership was able to refinance the Mission Park property with fixed rate financing, the debt service on the Shadowridge Meadows property continues to vary with changes in interest rates. However, earnings are also sensitive to changes in rental income resulting from inflation or other market factors. Generally, increasing interest rates indicate impending inflation, so any decreases in earnings resulting from higher interest rates may be partially offset by increased rental income. Operating revenues for the year ended December 31, 1996 decreased by $319,403 compared to the year ended December 31, 1995 primarily due to the loss of revenues generated by Margarita Summit, offset by increased revenues from the Mission Park and Shadowridge Meadows properties resulting from a recovery in the rental market. Operating expenses for the year ended December 31, 1996 decreased by $347,351 compared to the year ended December 31, 1995 primarily due to the elimination of operating costs for the Margarita Summit property. Depreciation and amortization for the year ended December 31, 1996 decreased by $25,773 compared to the year ended December 31, 1995 primarily due to the loss of the Margarita Summit property in 1995. Interest expense decreased $148,041 primarily due to the loss of Margarita Summit, and the reduced loan balances resulting from the bankruptcy. 1995 and 1994 As of December 31, 1995, the Shadowridge Meadows Apartments and Mission Park Apartments reflected occupancy rates of 96 percent and 92 percent respectively. The Partnership continued to stabilize its properties in 1995, although it lost the Margarita Summit property and may experience negative cash flows from its Shadowridge Meadows property in the future due to interest rate fluctuations. In the past, the Partnership experienced a net loss from operations primarily due to the high degree of debt service discussed previously. Although the Mission Park property has stabilized, management estimates that the Partnership may experience operating losses from Shadowridge Meadows in the future unless the mortgage indebtedness balance (and related interest expense burden) is permanently reduced and/or restructured. Operating revenues for the year ended December 31, 1995 decreased by $448,333 compared to the year ended December 31, 1994 primarily due to the loss of revenues generated by the Margarita Summit property in 1995. Depreciation and amortization also decreased by $337,786 in 1995 due to the loss of Margarita Summit. Interest expense decreased approximately $468,688 primarily due to the loss of Margarita Summit, and the reduced loan balances resulting from the bankruptcy. During 1995 the Partnership recorded an extraordinary gain on forgiveness of debt totaling $4,446,019. The total gain was comprised of the reversal of $1,433,394 of previously accrued interest that was disqualified by the Plan, $999,000 resulting from the forgiveness of debt related to the Margarita Summit foreclosure, and $2,013,625 forgiveness of debt unrelated to the reorganization, due to a mortgage obligation forgiven by the previous lender on the Mission Park property. Item 8. Financial Statements and Supplementary Data INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) REPORT OF INDEPENDENT ACCOUNTANTS Income Growth Partners, Ltd. X, a California limited partnership We have audited the consolidated financial statements and the financial statement schedule of Income Growth Partners, Ltd. X, a California limited partnership, and subsidiary (collectively, the "Partnership") listed in Item 14(a) of this Form 10-K. These financial statements and financial statement schedule are the responsibility of the general partners and the Partnership's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Income Growth Partners, Ltd. X and subsidiary as of December 31, 1996 and 1995 and the results of their operations and cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. In addition, in our opinion the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein. /s/Coopers & Lybrand L.L.P. San Diego, California February 4, 1997 INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) CONSOLIDATED BALANCE SHEETS December 31, 1996 and 1995
1996 1995 ___________ ___________ ASSETS Rental properties: Land $ 7,778,365 $ 7,778,365 Buildings and improvements 23,455,047 23,410,664 ___________ ___________ 31,233,412 31,189,029 Less accumulated depreciation and impairments (10,545,531) (9,735,490) ___________ ___________ 20,687,881 21,453,539 Cash and cash equivalents 244,582 153,735 Prepaid expenses and other assets, net of accumulated amortization of $61,434 and $33,891, respectively 544,455 546,594 ___________ ___________ $21,476,918 $22,153,868 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued liabilities $ 81,473 $ 131,169 Accrued interest payable 123,392 58,506 Security deposits 184,355 165,201 Mortgage loans payable 19,788,869 19,966,935 Loan payable to affiliate 55,300 102,000 ___________ ___________ 20,233,389 20,423,811 Commitments Partners' capital 1,253,529 1,740,057 Note receivable from general partner (10,000) (10,000) ___________ ___________ $21,476,918 $22,153,868 =========== =========== The accompanying notes are an integral part of the financial statements.
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 _____________ _____________ _____________ Revenues: Rents $3,429,751 $3,663,206 $4,130,693 Interest 6,887 31,714 2,843 Other 140,343 201,464 211,181 _____________ _____________ _____________ Total revenues 3,576,981 3,896,384 4,344,717 _____________ _____________ _____________ Expenses: Operating expenses 1,726,424 2,073,775 2,195,909 Depreciation and amortization 837,763 863,536 1,201,322 Interest and penalties 1,499,322 1,647,363 2,116,051 Write down of land and building - - 3,900,000 _____________ _____________ _____________ Total expenses 4,063,509 4,584,674 9,413,282 _____________ _____________ _____________ Loss before reorganization item (486,528) (688,290) (5,068,565) Reorganization item, professional fees - - 254,175 _____________ _____________ _____________ Loss before extraordinary item (486,528) (688,290) (5,322,740) Extraordinary item: Gain on forgiveness of debt - 4,446,019 - _____________ _____________ _____________ Net income (loss) $ (486,528) $3,757,729 $(5,322,740) ============= ============= ============= Per limited partnership unit data: Loss before extraordinary gain $(18.06) $(28.48) $(282.73) Extraordinary gain $ - $184.01 $ - _____________ _____________ _____________ Net income (loss) $(18.06) $155.53 $(282.73) ============= ============= ============= Weighted average limited partnership units 26,926 24,161 18,826 ============= ============= ============= The accompanying notes are an integral part of the financial statements.
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) For the Years Ended December 31, 1996, 1995, and 1994
Limited Partners ________________ Class A General Original Original Partner Partners Partners Total ____________ ____________ ____________ ____________ Balance, December 31, 1993 $(2,190,353) $3,540,680 $ - $1,350,327 Net Loss (1,782,060) (3,540,680) - (5,322,740) ____________ ____________ ____________ ____________ Balance, December 31, 1994 (3,972,413) - - (3,972,413) Net Income 3,757,729 - - 3,757,729 Issuance of 8,099 Class A partnership units, net of issuance costs - - 1,954,741 1,954,741 ____________ ____________ ____________ ____________ Balance, December 31, 1995 (214,684) - 1,954,741 1,740,057 Net Loss (72,979) - (413,549) (486,528) ____________ ____________ ____________ ____________ Balance, December 31, 1996 $(287,663) $ - $1,541,192 $1,253,529 ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements.
INCOME GROWTH PARTNERS, LTD. X (A California Limited Partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 ___________ ___________ ___________ Cash flows from operating activities: Net income (loss) $(486,528) $3,757,729 $(5,322,740) Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 837,763 863,536 1,201,322 Write down of land and buildings - - 3,900,000 Write off of refinancing deposit and deferred costs - 67,805 - Extraordinary gain on forgiveness of debt - (4,446,019) - Increase in prepaid expenses and other assets (25,584) (284,979) (29,555) Increase (decrease) in: Accounts payable and accrued liabilities (49,695) (1,327,449) 518,022 Security deposits 19,154 (42,674) (5,115) Accrued interest payable 64,886 58,506 52,229 ___________ ___________ ___________ Net cash provided (used) by operating activities 359,996 (1,353,545) 314,163 ___________ ___________ ___________ Cash flows from investing activities: Capital expenditures (44,383) (98,273) - ___________ ___________ ___________ Net cash used in investing activities (44,383) (98,273) - ___________ ___________ ___________ Cash flows from financing activities: Sale of Partnership units - 2,024,991 - Payments of issuance costs - (70,250) - Principal payments under mortgage debt (178,066) (512,856) (251,748) Principal payments to affiliate (46,700) (17,028) - ___________ ___________ ___________ Net cash provided (used) by financing activities (224,766) 1,424,857 (251,748) ___________ ___________ ___________ Net increase (decrease) in cash and cash equivalents 90,847 (26,961) 62,415 Cash and cash equivalents at beginning of year 153,735 180,696 118,281 ___________ ___________ ___________ Cash and cash equivalents at end of year $ 244,582 $ 153,735 $ 180,696 =========== =========== =========== Supplemental cash flows information: Cash paid for interest $1,434,436 $1,588,857 $2,063,822 =========== =========== =========== The accompanying notes are an integral part of the financial statements.
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation: Income Growth Partners, Ltd. X (a California limited partnership) (the "Limited Partnership") was formed in February 1988, to acquire, operate and hold for investment one or more parcels of income-producing, multi-family residential real property. Currently, the Limited Partnership operates two separate apartment complexes in the Southern California area. Income Growth Management, Inc. is the sole general partner. The general partner has made no cash capital contributions to date. As of December 31, 1996, there were approximately 2,082 limited partners in the Partnership. In January 1994, the Limited Partnership filed a voluntary petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for Southern District of California. The statements of operations and statements of cash flows for the year ended December 31, 1994 separately disclose expenses and cash transactions, respectively, related to the Bankruptcy. In October 1994, the Limited Partnership filed a Plan of Reorganization (the "Plan") that was confirmed by the Bankruptcy Court in March 1995. In general, the Plan provided for resolution of all claims against the Limited Partnership as of January 26, 1994. The Limited Partnership emerged from Chapter 11 effective in May 1995 having fully satisfied all claims in accordance with the Plan. The Plan proposed that the Limited Partnership raise additional funds through an offering of Class A Units that have a preferred status over the Original Units. The total proceeds from the offering which closed in June 1995 were approximately $2 million (see Note 4). Under the provisions of the Plan, the Limited Partnership was allowed to retain ownership of the Mission Park and Shadowridge Meadows properties. However, the Limited Partnership was unable to raise the required capital as of the effective date of the Plan, necessary to retain ownership of its third property, Margarita Summit (see Note 5). The extraordinary gain on forgiveness of debt reflected in the accompanying consolidated statement of operations for the year ended December 31, 1995 is summarized as follows: Discharge of debt due to reorganization according to the Plan $1,433,394 Refinancing of Mission Park 2,013,625 Foreclosure of Margarita Summit 999,000 __________ $4,446,019 ========== During 1995, in exchange for a 99% interest in IGP X, Mission Park Associates, L.P. (the "Subsidiary"), a newly formed California limited partnership, the Limited Partnership contributed certain assets on a tax free basis including a parcel of real property and improvements known as Mission Park Apartments which were recorded at cost. The newly formed Subsidiary is separate and distinct from the Limited Partnership, having separate assets, liabilities and business operations. The Limited Partnership and Subsidiary are collectively referred to as the "Partnership." 2. Summary of Significant Accounting Policies: Principles of Consolidation The consolidated financial statements include the accounts of the Limited Partnership and its subsidiary. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term investments with original maturities at the date of purchase of 90 days or less. The carrying amount of cash equivalents approximates fair value of those instruments due to their short maturity. Real Estate Land, buildings and improvements are recorded at the lower of cost or net realizable value. Buildings and improvements are depreciated using the straight-line method over the estimated useful lives of 7 to 27 years. In the event that facts and circumstances indicate that the cost of a property may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the property would be compared to the property's carrying amount to determine if a write-down to fair value is required. During the fourth quarter of 1994, the Partnership recorded a $3,900,000 write down on its properties, based on independent appraisals of comparable market value. Expenditures for maintenance and repairs are charged to expense as incurred. Significant renovations are capitalized. The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition. Gains and losses arising from the dispositions are reported as income or expense. Deferred Loan Fees Deferred loan fees are classified with prepaid expenses and other assets and represent expenses incurred in obtaining the Partnership's mortgage loans payable. These fees are being amortized using the straight-line method which approximates the effective interest method over the terms of the related mortgage loans. Revenue Recognition Rental revenues are recognized at the beginning of each month based on the current occupancy of the apartments. Amounts not collected by the end of the month are 100% reserved. When such amounts are collected, the reserve is reduced by a corresponding amount. Tenant leases are generally for a term of six months with an option to renew for an additional six months or to rent on a month-to-month basis. Income Taxes No provision has been made for federal or state income taxes on the operations of the Partnership. Such taxes are imposed on the individual partners for their respective shares of Partnership income or loss. The tax returns and amounts of allocable Partnership income or loss of the Partnership are subject to examination by federal and state taxing authorities. If such examinations result in a change in the Partnership status, or in changes to allocable Partnership income or loss, the tax liability of the Partnership or of the partners could be changed accordingly. Reclassifications The Partnership changed its method of reporting cash flows from operating activities from the direct method to the indirect method in 1996. Prior period amounts have been reclassified to conform with the current year presentation. Certain prior year amounts have been reclassified to conform with the current year presentation. 3. Supplemental Cash Flow Information: Excluded from the consolidated statements of cash flows is the effect of certain noncash activities. In 1995, the Partnership assumed a $102,000 note payable to an affiliate for payment of loan origination costs associated with the refinancing of the Mission Park property. The Partnership also incurred approximately $80,000, in 1995, of additional debt in connection with the cure and reinstatement of the mortgage loan related to the Shadowridge Meadows property. In 1995, the Partnership realized an extraordinary gain of $999,000 as a result of foreclosure on the Margarita Summit property. Such gain was the difference between the carrying value of the property and the related liability of approximately $6,274,000 and $7,273,000, respectively. During 1995, $1,433,000 of liabilities subject to compromise were discharged due to reorganization. The Partnership realized an extraordinary gain of approximately $2,014,000, representing the forgiveness of debt as a result of refinancing its Mission Park property. 4. Activities of the Partnership: In October 1994, the original partnership agreement was amended, contingent upon the sale of 8,100 Class A partnership units which was successfully completed in June of 1995. The amended partnership agreement provides that cash distributions from operations are to be determined at the discretion of the general partner. After adequate working capital reserves have been met, cash distributions deemed appropriate by the general partner will be made as set forth, therein. Pursuant to terms of the amended partnership agreement, net losses are allocated 85% to the limited partners and 15% to the general partner. Losses in excess of the limited partners' capital balances are allocated 100% to the general partner. Net income will be allocated 100% to the general partner until the aggregate net income allocated is equal to the aggregate net losses allocated to the general partner in all previous years. The balance of net income after the initial allocation to the general partner, shall be allocated 85% to the limited partners and 15% to the general partner. The Class A Units were offered first to existing limited partners, who had the right of first refusal to purchase as many of the new units as they wished subject to the maximum offering and the right of each existing limited partner to purchase at least the same number of Class A Units as Original Units they owned. The cost of each Class A Unit was $250 or 25% of the initial cost of Original Units. Each Class A Unit receives a 12% cumulative noncompounded annual return on the balance of actual funds invested in Class A Units. In addition each Class A Unit receives a $500 bonus to be paid from excess cash flow or from liquidation proceeds. All Class A benefits have priority over and are paid prior to distributions on Original Units. No distributions have been made to date. The general partner or its affiliates manage and control the affairs of the Partnership and have general responsibility for supervising the Partnership's properties and operations. The general partner and affiliates are compensated for these efforts as explained in Note 6. 5. Mortgage Loans and Loan Payable to Affiliate: At December 31, 1996 and 1995, mortgage loans and loan payable to affiliate consisted of the following: 1996 1995 ____________ ____________ Mission Park - first trust deed dated December 27, 1995, collateralized by land and buildings and a personal guarantee of the general partner, interest and principal of $73,144 payable monthly based on 7.76% annual interest rate, amortized over 30 years, remaining principal and interest due January 2006 $10,118,364 $10,200,000 Shadowridge Meadows - first trust deed dated July 26, 1988, collateralized by land and buildings with interest only payments plus additional payments of $8,250 per month based on 11th District cost of funds, plus 2.75% until August 1997, thereafter these payments include principal and interest, and call for periodic increases in interest rates with remaining principal and interest due July 31, 1998 9,670,505 9,766,935 ____________ ____________ 19,788,869 19,966,935 Note payable to affiliate of general partner - - promissory note dated December 27, 1995, with simple interest and principal payable from time to time at the published prime rate, stated as 8.25% at December 31, 1996, and due upon demand 55,300 102,000 ____________ ____________ $19,844,169 $20,068,935 ============ ============ The carrying amounts of both fixed and variable rate debt instruments approximate their fair value at December 31, 1996. Future minimum annual principal payments are summarized as follows: 1997 $ 249,107 1998 9,676,236 1999 111,960 2000 120,964 2001 130,692 Thereafter 9,555,210 ___________ $19,844,169 =========== 6. Related Party Transactions: Following is a description of related party transactions for the three years ended December 31, 1996 that have not otherwise been disclosed: Management Fees The Partnership's properties are managed by an affiliate of the general partner who receives a management fee equal to 4% and 5% of the operating revenues generated by Shadowridge Meadows and Mission park, respectively. Management fees aggregated approximately $167,000, $175,000 and $182,000 in 1996, 1995 and 1994, respectively. Administrative Costs The general partner is entitled to reimbursement of actual costs incurred in furnishing certain administrative services and facilities to the Partnership, including accounting, data processing, duplication, transfer agent expenses, and professional fees. These reimbursements aggregated $68,600, $81,100 and $45,900 in 1996, 1995 and 1994, respectively. Note Receivable from General Partner At December 31, 1996 and 1995, a non-interest bearing note receivable of $10,000 was due from the general partner for their initial partnership capital contribution. 7. Commitments: Activities of General Partner The general partner of the Partnership also serves as the general partner in several other real estate partnerships. To the extent that operations of these partnerships require significant financial resources of the general partner or adversely affect the liquidity of the general partner, the general partner's ability to operate and/or manage the affairs of the Partnership could be impaired. 8. Concentration of Credit Risk: The Partnership maintains cash accounts which may exceed FDIC insured levels at one financial institution. All of the Partnership's cash equivalents are held in a U.S. Treasury Money Fund which invests in short- term U.S. Treasury securities. The Partnership has not experienced any losses to date on its cash or cash equivalents. SCHEDULE III INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY (A California Limited Partnership) REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1996
Cost Capitalized Gross Amount at Which Initial Costs Subsequent to Acquisition Carried at Close of Period ________________________ _________________________________ __________________________ Building & Carrying Building & Description Encumbrances Land Improvements Improvements Costs Land Improvements ________________________ ____________ __________ ____________ __________________ _____________ __________ ______________ (A) As of December 31, 1996: 184-unit apartment $9,670,505 $3,294,260 $9,821,589 Building $49,401 $3,294,260 $9,885,616 building located in Paving/grading 9,552 Vista, CA (Shadowridge Computer equipment 5,074 Meadows) 264-unit apartment 10,118,364 4,484,105 13,490,802 Building 54,773 4,484,105 13,569,441 building located in Paving/grading 18,162 San Marcos, CA Office furniture/ 630 (Mission Park) fixture Computer equipment 5,074 143-unit apartment 0 1,600,242 9,072,986 Disposal of (10,673,228) 0 0 building located in property due to Southern Riverside foreclosure County, CA (Margarita Summit) ____________ __________ ____________ _____________ __________ ______________ $19,788,869 $9,378,607 $32,385,377 $(10,530,562) $7,778,365 $23,455,057 ============ ========== ============ ============= ========== ============== (A) The aggregate cost for federal income tax purposes is the same as reported above. (Schedule continued below)
SCHEDULE III (Continued from above)
Gross Amount at Which Carried at Close of Period __________________________________ Total Accumulated Date of Date Description (Land and Building & Improvements) Depreciation Construction Acquired Depreciable Life ________________________ __________________________________ ____________ _____________ _____________ _______________________ (B) As of December 31, 1996: 184-unit apartment $13,179,876 $4,444,888 January 1988 November 1988 27 years-building & building located in improvement; 7-10 years Vista, CA (Shadowridge landscape, furniture & Meadows) equipment 264-unit apartment 18,053,546 5,056,045 May 1989 August 1989 Same building located in San Marcos, CA (Mission Park) 143-unit apartment 0 0 February 1989 March 1990 Same building located in Southern Riverside County, CA (Margarita Summit) __________________________________ ____________ $31,233,422 $10,500,933 ================================== ============ (B) These amounts include write downs on Mission Park and Shadowridge Meadows of $1.2 million and $1.6 million respectively. See Note 2 to the financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None during the fiscal year ended December 31, 1996. PART III Item 10. Directors and Executive Officers of the Registrant The Registrant is a California Limited Partnership. On January 10, 1994, the Registrant received a letter of resignation from an Individual General Partner, Polly Van Every Maurer. This letter stated that she was resigning as an Individual General Partner as of April 18, 1993. A copy of this letter was attached to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1993 as Exhibit 28.4. According to Section 5.3.2(4) of the Registrant's Agreement of Limited Partnership, a General Partner is required to obtain the consent of a Majority-In-Interest of the Limited Partners prior to retiring. Since such consent was not obtained, it would appear that this resignation may constitute a breach of the Agreement of Limited Partnership. The remaining General Partner, Income Growth Management, Inc., is evaluating what course of action, if any, to take regarding this resignation. Sections 8.4 and 9.1 of the Registrant's Agreement of Limited Partnership provide that the withdrawal of a General Partner of the Registrant will cause the termination of the Registrant unless the remaining General Partner(s), if any, elect to continue the business of the Registrant. On January 11, 1994, Income Growth Management, Inc. elected to continue the business of the Registrant as the sole remaining General Partner of the Registrant. Due to this resignation, the Limited Partnership no longer has any Individual General Partners. Furthermore, the Subsidiary of the Limited Partnership also has only corporate general partners. Since the Registrant is a limited partnership and the sole remaining general partner of the Limited Partnership is a corporation, there are no immediate directors or executive officers of the Registrant. The following information pertains to the directors and executive officers of the corporate general partners of the Registrant and its Subsidiary. Information regarding the management of the Partnership is hereby incorporated herein by this reference from pages 17-18 of the Offering Memorandum for Class A Units dated October 27, 1994 (under the caption "Management of the Partnership") from Exhibit 2.2 attached to the Partnership's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1994. Item 11. Executive Compensation Information regarding the compensation of the Partnership's general partners and its affiliates is hereby incorporated herein by this reference from pages 33-35 of the Prospectus (under the caption "Compensation of General Partners and Affiliates") and from the Partnership's Form 8-K dated December 27, 1995 including Exhibit 3.1 (Articles of Incorporation of IGP X Mission Park, Inc.) and Exhibit 4.3 (Agreement of Limited Partnership of IGP X Mission Park Associates, L.P., A California Limited Partnership) attached thereto. Disclosures under Item 402 of Regulation S-K are not applicable as the Partnership has no C.E.O. nor any employees or officers who earn salary plus bonuses in excess of $100,000. Item 12. Securities Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Beneficial Owners Name and address of Amount and nature of Title of Class beneficial owner beneficial ownership Percent of Class ______________ ___________________ ____________________ ________________ Class A Units John W. Baer 609.0000 7.5% 1091 Valley View Ct Los Altos, CA 94024 No other person or group is known by the Partnership to own beneficially more than 5 percent of the outstanding Original Units or Class A Units. (b) Security Ownership of Management None of the officers and directors of the Partnership's corporate general partners are the beneficial owners of any Original Units or Class A Units. Item 13. Certain Relationships and Related Transactions The Partnership is entitled to engage in various transactions involving its general partners and its affiliates as described in Sections 3.2.9 and 6 of the Partnership Agreement. None of the agreements and arrangements, including those relating to compensation, between the Partnership and the general partners and its affiliates are the result of arm's-length negotiations. The potential conflicts of interest inherent in such transactions are discussed on pages 41-42 of the Prospectus and on page 24 of the Offering Memorandum for Class A Units dated October 27, 1994 (under the caption "Conflicts of Interest"), which discussions are hereby incorporated herein by this reference. Also incorporated herein is the information included in Note 6 to the financial statements with regard to related-party transactions. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) Financial Statements The following Financial Statements of the Partnership and related Notes to Financial Statements and Accountants' Report are filed herewith: Report of Independent Accountants Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Operations for the years ended December 31, 1996, 1995, and 1994 Consolidated Statements of Partners' Capital (Deficit) for the years ended December 31, 1996, 1995, and 1994 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995, and 1994 Notes to Consolidated Financial Statements (a) (2) Financial Statement Schedule Schedule III Real Estate and Accumulated Depreciation All other schedules are either not required, or the information therein is included in the notes to the Audited Financial Statements. (a) (3) Exhibits The Exhibit Index contained in this report lists the exhibits that are either filed as part of this report or incorporated herein by reference from a prior filing. (b) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the fiscal year covered by this report (c) Exhibits See Exhibit 27.6 "Financial Data Schedule" contained in this report. (d) Financial Statement Schedule The Financial Statement Schedule listed in Item (a) (2) above is attached hereto. 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. Date: March 28, 1997 INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership By: Income Growth Management, Inc. General Partner By: /s/ David W. Maurer David W. Maurer, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title and Capacity Date _____________________ __________________ ______________ /s/ David W. Maurer (1) (2) March 28, 1997 David W. Maurer /s/ Timothy C. Maurer (1) (3) March 28, 1997 Timothy C. Maurer _______________ (1) Director of Income Growth Management, Inc., General Partner of the Registrant (2) Chief executive officer of the Registrant and of Income Growth Management, Inc. (3) Chief financial officer and chief accounting officer of the Registrant and of Income Growth Management, Inc. EXHIBIT INDEX Exhibit No. Description Location ___________ ______________________________________________________ ________ 2.2 Second Amended Disclosure Statement to Debtor's * Second Amended Plan of Reorganization, As Revised (with Second Amended Plan of Reorganization attached as Exhibit 1) filed with the Bankruptcy Court on October 25, 1994; Order Approving Second Amended Disclosure Statement to Debtor's Second Amended Plan of Reorganization, Approving Ballots and Fixing Dates for Filing Acceptances or Rejections of Plan and for Confirmation Hearing, Combined with Notice Thereof; Equity Interest Holder Ballot for Accepting or Rejecting Debtor's Second Amended Plan of Reorganization; Offering Memorandum for Income Growth Partners, Ltd. X Class A Units dated October 27, 1994 (with Amended and Restated Agreement of Limited Partnership attached as Exhibit B). 3.1 Articles of Incorporation of IGP X Mission Park, Inc. ** 4.2 Amended and Restated Agreement of Limited Partnership *** 4.3 Agreement of Limited Partnership of IGP X Mission Park ** Associates, L.P., A California Limited Partnership 27.6 Financial Data Schedule Attached 28.1 Prospectus dated January 3, 1991 **** 28.4 Letter regarding resignation of General Partner ***** ___________________________________ * Incorporated by reference from the Partnership's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1994 (Commission File Number 0-18528). ** Incorporated by reference from the Partnership's Current Report on Form 8-K dated December 27, 1995 (Commission File Number 0-18528). *** Included as Exhibit "B" to the Partnership's Offering Memorandum for Income Growth Partners, Ltd. X Class A Units dated October 27, 1994, included in Exhibit 2.2 incorporated by reference from the Partnership's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1994 (Commission File Number 0-18528). **** Incorporated by reference from the Partnership's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1992 (Commission File Number 0-18528). ***** Incorporated by reference from the Partnership's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1993 (Commission File Number 0-18528). EX-27 2
5 This schedule contains summary financial information extracted from the Financial Statements filed with the Registrant's Form 10-K for the year ended December 31, 1996 and is qualified in its entirety by reference to such Financial Statements. YEAR DEC-31-1996 DEC-31-1996 244,582 0 0 0 0 789,037 31,233,412 (10,545,531) 21,476,918 444,520 19,788,869 0 0 0 1,243,529 21,476,918 0 3,576,981 0 1,726,424 837,763 0 1,499,322 (486,528) 0 0 0 0 0 (486,528) (18.06) 0
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