<PAGE> 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)
<TABLE>
<S> <C>
CALIFORNIA 95-3005938
(State or other jurisdiction of (IRS Employer Iden-
incorporation or organization) tification Number)
</TABLE>
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.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
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
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DE ANZA PROPERTIES - X
(A Limited Partnership)
Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
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
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
DE ANZA PROPERTIES - X
(A Limited Partnership)
Balance Sheets (Continued)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
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
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
DE ANZA PROPERTIES - X
(A Limited Partnership)
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
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
======= =======
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
DE ANZA PROPERTIES - X
(A Limited Partnership)
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
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
====== =======
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 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
<TABLE>
<CAPTION>
Cash
General General Limited
Total Partners Partners Partners
----------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
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
=========== =========== ======== ===========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 8
DE ANZA PROPERTIES - X
(A Limited Partnership)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
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
=========== ============
</TABLE>
See accompanying notes to financial statements.
8
<PAGE> 9
DE ANZA PROPERTIES - X
(A Limited Partnership)
Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1995 1994
------------- -------------
<S> <C> <C>
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
=========== ============
</TABLE>
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
<PAGE> 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:
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
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
========== ==========
</TABLE>
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
<PAGE> 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
<PAGE> 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:
<TABLE>
<S> <C>
MHC Reserve $181,000
General Reserve 557,192
Independent Committee Reserve 286,731
</TABLE>
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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<TABLE>
<CAPTION>
Exhibit Number Page
-------------- ----
<S> <C> <C>
10.1 Woodbridge/Terra Vista Management
Agreement dated August 18, 1994............................18
</TABLE>
(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
<PAGE> 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
<PAGE> 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:
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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,
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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.
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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.
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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
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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.
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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
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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
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,466,130
<SECURITIES> 0
<RECEIVABLES> 17,586
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,580,271
<PP&E> 19,678,986
<DEPRECIATION> 9,752,506
<TOTAL-ASSETS> 11,583,077
<CURRENT-LIABILITIES> 435,341
<BONDS> 4,774,530
<COMMON> 0
0
0
<OTHER-SE> 5,621,084
<TOTAL-LIABILITY-AND-EQUITY> 11,583,077
<SALES> 3,027,018
<TOTAL-REVENUES> 5,570,917
<CGS> 0
<TOTAL-COSTS> 1,650,218
<OTHER-EXPENSES> 489,242
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 362,376
<INCOME-PRETAX> 3,069,081
<INCOME-TAX> 0
<INCOME-CONTINUING> 680,802
<DISCONTINUED> 2,388,279
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,069,081
<EPS-PRIMARY> 115.93<F1>
<EPS-DILUTED> 115.93
<FN>
<F1>Amount is per Limited Partner Unit
</FN>
</TABLE>
