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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the Year Ended December 31, 1995
[ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
Commission File Number 0-8942
DE ANZA PROPERTIES-X
(Exact Name of Registrant as Specified in Its Charter)
California 95-3005938
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9171 Wilshire Boulevard, Suite 627
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
(310) 550-1111 (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:
Units of 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 such
filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Partnership.
$22,633,000 (See Item 5 Herein)
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Prospectus of the registrant, dated August 9, 1978
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
subsequently filed on July 11, 1989 with Form 8 are incorporated by reference in
Parts I, II, III and IV hereof.
Page 1 of 48 pages contained herein. Exhibit Index located on page 18 herein.
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PART I.
ITEM 1. BUSINESS.
The registrant, De Anza Properties - X (the "Partnership")(1)
is a limited partnership formed on September 16, 1977 under the California
Uniform Limited Partnership Act to acquire, develop, maintain and operate
income-producing residential real estate properties, including apartment
complexes and mobile home parks, and to engage in general business activities
related thereto.
The Partnership considers its business to represent one
industry segment, investment in real property, specifically mobile home parks
and apartment complexes.
After selling two of its three properties in 1995 and 1994,
the Partnership currently owns an apartment complex (the "Property"). A
description of the Property owned by the Partnership is set forth in Item 2
hereof and is incorporated herein by reference.
On July 11, 1995, the Partnership sold Aptos Pines, its sole
mobilehome park remaining after the sale of Colonies of Margate in 1994, to the
Aptos Pines Homeowners Association, as further discussed in Item 7 (1),
Liquidity, which is incorporated herein by reference.
The Partnership's apartment project is located in an upscale
urban area. The project attracts primarily young professionals and business
people due in part to the property's convenient location near major office
centers. The property contains recreational facilities and services that offer
its residents a quality lifestyle. The apartment project competes with other
apartment projects in the area, some of which are newer. Competition is a
significant factor affecting the occupancy and results of operations of the
Partnership's apartment project.
A description of the general development of the business of
the Partnership since the beginning of the year for which this report is being
filed is set forth in Item 7(3), Results of Operations, and is incorporated
herein by reference.
Information regarding the Partnership's revenues,
profitability and identifiable assets attributable to each of the Partnership's
geographic areas is set forth in Item 8, Note 8 to the Financial Statements, in
the Schedules of Projects' Operations attached thereto, and in the description
of the Properties set forth in Item 2 hereof, which are incorporated herein by
reference.
The Partnership has no real estate investments which are
located outside of the United States.
As of the date of this report, the Partnership employed a
total of 11 persons.
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(1) A Registration Statement (File No. 2-59904) was filed on behalf of the
Partnership by its general partners (the "General Partners"), and the
securities offered and sold thereunder were units of limited partnership
interests.
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ITEM 2. PROPERTIES.
The Partnership purchased three Properties using the capital
raised. The Partnership sold one of its Properties -- Aptos Pines -- to a third
party on July 11, 1995. See further details in Item 7(1), Liquidity, and Item 8,
Note 3 to the Financial Statements, both of which are incorporated herein by
reference. The Partnership sold Colonies of Margate on August 18, 1994.
Following is a description of each Property; for the sold properties, the
descriptions are as of the time of sale.
De Anza Aptos Pines. "Aptos Pines" is a mixed-aged mobile home
community primarily serving older working adults. Located on 28 acres of
hillside property in Santa Cruz County, California, Aptos Pines consists of 170
homesites in a rural, wooded setting. Clubhouse facilities include a lounge with
a fireplace and seating areas, as well as a billiard room, kitchen, banquet area
and laundry equipment. Outdoor amenities include a pool, sun deck and whirlpool
spa. Six golf courses, the Santa Cruz Yacht Harbor and Seacliff State Beach are
located within ten miles of Aptos Pines. Aptos Pines is subject to the Rent
Control Ordinance of the County of Santa Cruz, which limits rent increases to
50% of the Consumer Price Index of the San Francisco/Oakland/San Jose area.
Residents were billed separately for all utilities. Aptos was sold on July 11,
1995 to a third party.
Colonies of Margate. "Margate" is a 120-acre retirement mobile
home community in Margate, Florida, between Fort Lauderdale and Boca Raton. The
819 homesites are served by two clubhouses, both with swimming pools and one
with card rooms, a pool room, exercise rooms, a kitchen and a banquet area.
Outdoor recreational facilities include tennis courts, bocci and shuffleboard
courts, handball courts and barbecue areas. The south side of Margate is
bordered by a navigable inland waterway with a boat launch ramp and fishing
area. Colonial Drive, the community's long, curvilinear entrance road, is shared
by Margate Community Hospital, a nursing home and a high-rise medical office
building, which provide emergency and continuing care. Residents were billed
separately for all utilities. Margate was sold on August 18, 1994 to a third
party.
Woodbridge Meadows Apartments. "Woodbridge" is a 375-unit,
17-acre, mixed-aged apartment complex located in the planned community of
Woodbridge Village in the city of Irvine, California. Irvine is considered to be
a highly desirable residential community near Newport Center, the Irvine
industrial complex, and the yachting and beach resort city of Newport Beach.
Surrounded by expensive single-family residences, Woodbridge is one of several
apartment properties in Woodbridge Village. The community is densely landscaped
with water streams and footbridges, as well as a clubhouse, outdoor swimming
pool, two whirlpool spas, laundry facilities, and complete access to the 20
tennis courts, bike trails, adult and child social activities and other
recreational facilities available to residents of the larger Woodbridge Village,
including several pools, parks and barbecue areas. Woodbridge offers
month-to-month leases for furnished corporate units and six-month and one-year
leases for other units. Rental rates include water and sewer service; tenants
are billed separately for electricity and gas.
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For a description of the terms of encumbrances relating to the
Properties, see the information set forth in Item 8, Note 4 to the Financial
Statements, which is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
No matter was submitted during the quarter ended December 31,
1995.
PART II.
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Information.
There is no public market for the Units of Limited Partnership
Interests and it is not anticipated that a public market for them will develop.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The estimated aggregate market price shown on the cover
page of this report is simply the original capital contributed by the Limited
Partners and should not be relied upon as indicative of any bid or ask
quotations or transactions in the Limited Partnership Interests. Units are
transferable only on the books and records of the Partnership and are subject to
certain limitations.
(b) Holders.
As of December 31, 1995, the approximate number of Unit
holders is 2,035, including General Partners who also hold Cash General Partner
Interests.
(c) Dividends.
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The Partnership is a limited partnership and, accordingly,
does not pay dividends. It does, however, make quarterly distributions from
operations. During the years ended December 31, 1995 and 1994, $823,430 and
$853,420 ($36.01 and $37.33 per interest held), respectively, was distributed
from operations to the holders of Cash General Partner Interests and to the
Limited Partners of the Partnership. In addition, during the years ended
December 31, 1995 and 1994, $255,511 and $264,816, respectively, was distributed
from operations to the General Partners.
During 1995 and 1994, $181,000 and $7,133,000 ($7.91 and
$312.01 per interest held) respectively was distributed to the holders of Cash
General Partner Interests and to the Limited Partners from the sale proceeds of
Colonies of Margate. Also in 1995, $3,872,732 ($169.34 per interest held) was
distributed to the holders of Cash General Partner Interests and to the Limited
Partners from the sale proceeds of Aptos Pines, and $392,268 was distributed to
the General Partners.
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ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth in comparative tabular form a
summary of selected financial data for each of the Partnership's last five
years:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993 1992 1991
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating revenues: $4,274,052 $ 6,894,031 $ 7,775,005 $ 7,464,567 $ 7,587,455
Gain on sale of property &
equipment: 2,258,041 15,297,374 0.00 0.00 0.00
Net income from continuing
operations: 3,260,442 16,080,772 573,956 569,040 792,187
Net income from continuing
operations per cash general
and limited partner interest(1): 125.85 680.60 20.36 18.91 25.98
Total assets: 11,387,725 13,998,705 19,147,277 19,448,646 20,692,021
Long-term obligations: 4,752,430 4,837,624 18,296,772 18,458,814 18,557,744
Cash distributions per partnership
interest:
1. Limited Partner (2): 213.27 349.34 42.92 42.71 56.52
2. Cash General Partner (2): 213.27 349.34 42.92 42.71 56.52
3. General Partner (based on
each 1% General Partner
Interest) (3): 6,477.79 2,648.16 2,283.24 3,086.94 4,308.80
</TABLE>
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Assets have been disposed of during 1995 and 1994 which materially affects the
comparability reflected in the selected financial data. The above selected
financial data should be read in conjunction with the financial statements and
the related notes appearing elsewhere in this annual report.
(1) Net income from continuing operations per cash general and limited partner
interest is based on the aggregate number of such interests outstanding
(22,869 units) during each year.
(2) Cash distributions per limited partner and cash general partner interest
are based on the aggregate number of such interests outstanding (22,869
units) during each year.
(3) The calculations are based on 1% of the total subordinated general partner
interests. See Item 12(b), General Partner Interests.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
(1) Liquidity.
The Partnership's quick ratios were 1.6:1 and 1.2:1 including
unrestricted cash balances of $544,356 and $406,870 at December 31, 1995 and
December 31, 1994, respectively. The increase in the ratio is primarily due to
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 1995 was approximately
$1,662,000 and which is expected to decline somewhat as a result of the sale of
Aptos Pines.
The Partnership sold Aptos Pines to a non-profit mutual
benefit corporation formed by the Aptos Pines Homeowners' Association on July
11, 1995. See further detailed discussion of the transaction in Item 8, Note 3
to the Financial Statements, which is incorporated herein by reference.
As a consequence of the sale in 1994 of Margate, three reserve
accounts were established as follows:
1) The MHC Reserve in the amount of $181,000 was established
as a requirement of the Amended Acquisition Agreement between MHC and the
Partnership. The funds were released in full in 1995 and distributed to the Cash
General and Limited Partners.
2) The General Reserve is maintained in a separate interest
bearing trust account, pursuant to the terms of a trust agreement between the
Partnership, as the beneficiary, and Mr. Gelfand, as trustee, with an all cash
fund in the amount of $557,192. Pursuant to the terms of a contribution
agreement entered into among all of the partnerships and/or liquidating trusts
whose properties were acquired in the MHC transaction described above, funds in
the General Reserve may be used to discharge or satisfy the Partnership's pro
rata portion of any contingent liabilities of any of the liquidating trusts or
partnerships, and to discharge or satisfy any liabilities of Mr. Gelfand and his
affiliates. Such liabilities may include any legal expenses incurred by the
liquidating trusts, the partnerships, Mr. Gelfand and his affiliates personally,
in the defense or resolution of any claim or action arising out of the MHC
transaction, including claims arising out of indemnification obligations.
Generally, at the end of three years from the sale date (August 18, 1994),
assuming no claims are threatened or pending, all funds remaining in the General
Reserve will be released to the Partnership.
3) The amount of the Independent Committee Reserve for the
Partnership is $286,731. The funds held in the Independent Committee Reserve
will be invested in an interest bearing account (but not in derivative
securities) pursuant to the terms of the Independent Committee Trust Agreement,
between the Partnership as beneficiary, and Citicorp Trust N.A. as trustee for
the benefit of the Partnership's Independent Committee. Pursuant to the terms of
a contribution agreement among all of the partnerships/liquidating trusts, each
partnership/liquidating trust, including the Partnership, will contribute a pro
rata portion of any claim for indemnification made by the Independent Committee
regardless of which specific partnership or partnerships, if
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less than all, a claim relates to. Assuming no claims against the Independent
Committee Reserve have been made or threatened, $143,365 of the reserve, plus
interest, less costs, will be released to the Partnership from the Independent
Committee Reserve two years after the sale date, and the remaining $143,365,
plus interest, less costs, will be released at the end of the third year after
the sale. The Independent Committee in its sole discretion may extend the term
of the Independent Committee Reserve Trust for an additional year.
In the future, liquidity may improve to the extent that funds
are released from the General Reserve and/or the Independent Committee Reserve.
The Partnership will continue to operate its remaining
property Woodbridge Meadows Apartments, which is managed by Terra Vista
Management, Inc., which is wholly owned by Mr. Michael D. Gelfand, the president
of the Operating General Partner.
Should it become necessary to enhance liquidity, the
Partnership believes it can obtain short-term working capital loans, refinance
its Property, or reduce some or all of the distributions from operations which
were approximately $1,079,000 in 1995.
Other than as described elsewhere, there are no known trends,
demands, commitments, events or uncertainties which are reasonably likely to
materially affect the Partnership's liquidity.
(2) Capital Resources.
The Partnership anticipates spending approximately $137,000 in
1996 for physical improvements at its Property compared with approximately
$351,000 spent in 1995. Funds for these improvements will be provided by cash
generated from operations.
As a result of the sale of Aptos Pines discussed in Item 8,
Note 3 to the Financial Statements and the distribution pursuant to the sale,
the Partnership's capital resources have been reduced.
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 material changes in the mix of its capital
resources, other than as described above.
(3) Results of Operations.
Since Aptos Pines was sold July 11, 1995 and Margate was sold
in August, 1994, a comparison of operations including Aptos Pines and Margate
would not be meaningful. However, a comparison can be made excluding these
operations.
Rental income increased 0.3% in 1995 over 1994 due to
increased rents being mostly offset by decreased occupancy at Woodbridge. Rental
income increased 3.9% in 1994 over 1993, primarily resulting from increased
occupancy at Woodbridge Meadows. Competition in the immediate area has lowered
occupancy at Woodbridge but the major improvements done to the property begun in
1992 and completed in 1995 are expected to allow Woodbridge to maintain a stable
income stream. Competition mostly arises from Irvine Apartment Communities whose
numerous properties dominate the local luxury apartment market. Average
occupancy at Woodbridge for the last three years is as follows:
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<TABLE>
<CAPTION>
Average Occupancy
---------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Woodbridge Meadows 94% 96% 91%
</TABLE>
Interest income increased in 1995 over 1994 and in 1994 over
1993 due to increased cash balances as a result of higher investment balances
and higher interest rates received.
Expenses during 1995 increased 1.0% over 1994. Professional
fees and services increased due to increased legal costs associated with Moraga
Capital, LLC's offer to purchase Limited Partner units. Insurance premiums at
Woodbridge increased 54% over 1994 largely as a result of the January 1994
Northridge earthquake centered approximately 70 miles from Woodbridge. Other
expenses increased due to the design and production of a new brochure in 1995 to
promote the property's recent upgrades. Offsetting these increases was a
decrease in depreciation due to the declining balance method of depreciation.
Also, interest expense decreased due to increasing principal amortization of the
secured note payable and interest on a short-term loan in 1994 not repeated in
1995.
Expenses during 1994 decreased 3.4% over 1993. The decrease is
primarily due to reduced depreciation expense and lower utilities costs. In
addition, advertising expenses decreased at Woodbridge due to increased
occupancy and accounting and regional management reimbursements decreased.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Index to Financial Statements set forth in Item 14 of this
Annual Report on Form 10-K. The material contained in such Financial Statements,
Notes and Supplementary Schedules is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
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PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
(a) General Partners
The Partnership is a limited partnership and has no executive
officers or directors. De Anza Corporation has served as the Operating General
Partner of the Partnership since May 31, 1990 and its directors and policy
making executive officers are described below together with the names and ages
of the other General Partners, each of whom has served in that capacity since
the creation of the Partnership.
<TABLE>
<CAPTION>
Name of General Partners Age
------------------------ ---
<S> <C> <C>
De Anza Corporation
(Operating General Partner) N/A
Herbert M. Gelfand 64
Aubrey Meyerson (Deceased October 1995) N/A
Benjamin L. Susman 72
Harold H. Benjamin 71
Jack Bevash 71
Name of Directors/Key Executive Officers
of De Anza Corporation, Operating General Partner
-------------------------------------------------
Glen Davis (Departed May 15, 1995) 46
Michael D. Gelfand 41
David G. Licht 71
Sheila M. Schrank 40
Michael G. Silverman (Resigned February 17, 1995) 35
</TABLE>
Pursuant to the Partnership's Third Amended and Restated
Agreement of Limited Partnership as amended, (the "Partnership Agreement"), the
General Partners will retain their respective positions until their death,
insanity, bankruptcy, disability, removal, or withdrawal.
De Anza Corporation, the Operating General Partner of the
Partnership, is wholly owned by Herbert M. Gelfand. De Anza Corporation was
formed as a California corporation in 1984 and since October 1985, has been
available to serve as a general partner of real estate partnerships previously
sponsored by De Anza Group, Inc. or Mr. Gelfand. De Anza Corporation currently
serves as the operating general partner of one other real estate partnership and
is the liquidating agent for three other partnerships which are dissolving.
Herbert M. Gelfand served as the Operating General Partner of
the Partnership from its inception to May 31, 1990 and currently serves as a
general partner of five affiliated partnerships. Mr. Gelfand is currently the
Operating General Partner of four of the five affiliated partnerships, the first
of which was formed in 1969. Mr. Gelfand was also the founder, and together
with his wife, Beverly J. Gelfand, were the
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principal shareholders of De Anza Group, Inc. which was sold August 18, 1994.
Mr. Gelfand served as its Chairman of the Board of Directors until its sale.
From 1986 to 1990, Mr. Gelfand was also its Chief Executive Officer. In
addition, Mr. Gelfand is the Chairman of the Board of Directors of De Anza
Corporation. He is a member of the Bar of the State of California and was
engaged in the private practice of law from 1956 through 1977 and from 1970
until 1975, Mr. Gelfand was a partner in the predecessor to the firm of Benjamin
and Susman, a Law Corporation (and thereafter was counsel to that firm until
1977), which predecessor law firm performed legal services for all but one of
the affiliated partnerships. Mr. Gelfand is married to Beverly J. Gelfand, who
served as a director of De Anza Group, Inc. until its sale, and is the father of
Michael D. Gelfand, Director, President, Chief Financial Officer and Treasurer
of De Anza Corporation and is the father-in-law of Michael G. Silverman, a
former officer of De Anza Corporation.
Aubrey Meyerson served as Chief Executive Officer as well as
Vice Chairman of De Anza Group, Inc. from 1982 to 1986. He remained a General
Partner of the Partnership and one other affiliated limited partnership until
his death in October 1995. Mr. Meyerson had been engaged in the real estate
business for approximately thirty years, primarily in the development and
management of residential property. Recently, Mr. Meyerson was President and
owner of Aubrey Meyerson Company, which acquires and manages manufactured
housing communities. Mr. Meyerson was not actively engaged in the management of
the Partnership.
Benjamin L. Susman is an inactive member of the Bar of the
State of California and was engaged in the private practice of law from 1951
until his retirement in 1980. He was, until his retirement, a partner in the law
firm of Benjamin and Susman, a Law Corporation, which performed legal services
for the Partnership in prior years. He has served as a general partner in ten
public and private real estate limited partnerships. Mr. Susman is currently
retired. Mr. Susman is not actively engaged in the management of the
Partnership.
Harold H. Benjamin is a member of the Bar of the State of
California and was engaged in the private practice of law from 1950 until his
retirement in 1982. He was a member of the Board of Directors and an Officer of
Deauville Real Estate Corporation and Conventional Mortgage Corporation, and a
partner in the law firm of Benjamin and Susman, a Law Corporation, which
performed legal services for the Partnership. He serves as a general partner in
13 private and public real estate limited partnerships. He is currently
Executive Director of Wellness Community, Santa Monica, California. Mr. Benjamin
is not actively engaged in the management of the Partnership.
Jack Bevash has, since 1964, been the principal executive of
Jack Bevash Associates, a planning and architectural firm which has directed the
master planning for projects located in California, Hawaii and other regions.
From 1959 to 1964, he was the principal associate in charge of planning for
William L. Pereira & Associates, another planning and architectural firm, and in
this capacity supervised the development of master plans for the Irvine Ranch in
Orange County, California. Mr. Bevash is not actively engaged in the management
of the Partnership.
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Glen Davis served as Vice President Finance of De Anza
Corporation until his departure from De Anza Corporation on May 15, 1995. Mr.
Davis joined De Anza Group, Inc. in January of 1992 as Vice President
Finance/Risk Management after serving over eight years for two national
residential real estate developers. Mr. Davis was the Chief Financial Officer of
D & S Development Corporation between 1986 and 1992 and the Treasurer at The
Anden Group between 1983 and 1986. Prior to that, he was a Certified Public
Accountant with the accounting firm of Kenneth Leventhal and Company for a
period of five years. Mr. Davis graduated from UCLA with a degree in mathematics
and pursued his graduate business curriculum at California State University,
Northridge.
Michael D. Gelfand is a director, President, Chief Financial
Officer and Treasurer of De Anza Corporation, and is President of and sole
shareholder of Terra Vista Management, Inc. a real estate management company
that currently manages Woodbridge and properties owned by other affiliated
partnerships. Mr. Gelfand joined De Anza Group, Inc. in 1978 and is the son of
Herbert M. Gelfand and Beverly J. Gelfand, and brother-in-law of Michael G.
Silverman. He received a B.S. degree from Claremont Men's College in 1977. Mr.
Gelfand is a previous member of the Board of Directors of the National
Campground Owner's Association, and is a licensed NASD General Securities
Principal.
David G. Licht has been an attorney practicing in California
since 1950, and is the senior member of Licht & Licht, a Professional
Corporation, specializing in business law. He became a director of De Anza
Group, Inc. in April 1980 and served until its sale. He has served as a Director
of De Anza Corporation since its inception. He also served as the Secretary of
De Anza Group, Inc. from April 1980 until February 1981, and is a general
partner in an affiliated partnership.
Sheila M. Schrank became Vice President - Controller of De
Anza Corporation in October 1990. Prior to that, Ms. Schrank served as Assistant
Vice President from 1983-1990, after having served as Assistant Controller since
1982. From 1976 to June 1982, she served in various accounting and data
processing functions at De Anza Accounting Corporation, a former affiliate of
the Operating General Partner.
Michael G. Silverman served as Secretary, Vice President and
General Counsel of De Anza Corporation from October 1990 until February 17,
1995. Prior to that, he served as Corporate Counsel from October 1989 to October
1990, and as Associate Counsel from May 1989 to October 1989, after having
served as a financial analyst for De Anza Group, Inc. beginning September, 1988.
Mr. Silverman attended the University of California, Berkeley from which he
received a BA degree in Political Science in 1983 and Hastings College of Law
from which he received a JD degree, magna cum laude, in 1987. He has been a
member of the California State Bar since 1987. Mr. Silverman is the son-in-law
of Herbert M. Gelfand and of Beverly J. Gelfand and is the brother-in-law of
Michael D. Gelfand.
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(b) Independent Committee.
The Partnership created an independent committee (the
"Independent Committee") to review and evaluate certain "Interested Partner" and
"Fundamental" transactions. These transactions are defined in the Partnership
Agreement, which is incorporated herein by reference, and are to be reviewed
prior to the expenditure of significant sums in connection with the pursuit of
any such transactions. The Independent Committee was created pursuant to an
amendment to the Partnership Agreement which was adopted at the May 31, 1990
Special Meeting of the Limited Partners.
The members of the Independent Committee are Frederick M.
Nicholas, Arthur W. Schmutz and Ira Yellin. The appointment of these individuals
to the Independent Committee was approved and ratified by vote of the Limited
Partners at the May 31, 1990 Special Meeting of the Limited Partners. None of
the members of the Independent Committee has had any prior dealings or
affiliation with the Partnership or the General Partners.
Frederick M. Nicholas, age 74 is President and the principal
shareholder of The Hapsmith Company since it was formed. The Hapsmith Company
specialized in commercial real estate development. Mr. Nicholas attended the
University of Southern California, where he received an AB degree in 1947 and a
JD degree in 1952. Mr. Nicholas was the Chairman of the Board of Trustees for
the Museum of Contemporary Art, Los Angeles, California.
Arthur W. Schmutz, age 73 has been a partner at Gibson, Dunn &
Crutcher, a law firm, from 1960 to 1986 and an advisory partner at the same law
firm from 1987 to the present. Mr. Schmutz has been practicing law in California
since 1953 and his areas of specialty include securities, real estate, corporate
and general commercial law. He received his AB degree from Johns Hopkins
University in 1949 and an LLB degree from Harvard Law School in 1952.
Ira Yellin, age 55 served as Executive Vice President of The
Hapsmith Company from 1975 to 1985. Since 1985, he has been the President and
principal shareholder of The Yellin Company, which is engaged in general real
estate investment, development and management. Mr. Yellin received an AB degree
from Princeton University in 1962. He also received an LLB degree from Harvard
Law School in 1965 and an LLM degree from the University of California,
Berkeley, in 1966.
Based upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Partnership, Mr. Herbert M. Gelfand failed to file Form 4 in
1995 disclosing a transaction that concluded in 1995, as required by Section
16(a) of the Securities Exchange Act of 1934. Mr. Gelfand filed a Form 5
notifying Registrant and the Commission of this transaction. Additionally,
Moraga Capital, LLC and its affiliates have notified the Partnership by copy of
its Amendment No. 3 to Schedule 14D-1 Amending Schedule 13D, dated February 1,
1996, that together they have become the beneficial owners of greater than 10%
of the Partnership's Limited Partner Units but the Partnership has not received
a copy of a filed Form 3 and does not know whether one is required.
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ITEM 11. EXECUTIVE COMPENSATION.
The Partnership does not have directors, a chief executive
officer or any other executive officers. The following table sets forth, for the
years ended December 31, 1995, 1994 and 1993, information regarding compensation
(including distributions) exceeding $100,000 paid to the General Partners of the
Partnership and compensation paid by the Partnership to the Operating General
Partner's President. None of the four most highly compensated officers of the
Operating General Partner received reimbursement from the Partnership exceeding
$100,000 each during the years ended December 31, 1995, 1994 and 1993.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation(1)
------------------ ---- ------ ----- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Herbert M. Gelfand,
General Partner 1995 $-0- $-0- $-0- $250,828
1994 $-0- $-0- $-0- $100,600
1993 $-0- $-0- $-0- $93,504
Michael D. Gelfand,
President of
De Anza Corporation,
Operating General
Partner 1995 $-0- $-0- $-0- $9,489(2)
1994 $-0- $-0- $-0- $3,879
1993 $-0- $-0- $-0- $3,345
</TABLE>
Information contained in Item 13 of this Annual Report on Form
10-K is incorporated herein by reference.
COMPENSATION OF DIRECTORS.
The Partnership does not have directors. De Anza Corporation,
the Operating General Partner, has directors, none of whom received compensation
for the year ended December 31, 1995, from the Partnership.
- ---------------
(1) The compensation specified in this column represents distributions
attributable to incentive interests held by the General Partners
pursuant to the Partnership Agreement described under the heading
"Compensations and Fees of General Partners - Operational Stage,
General Partners Incentive Interest", page 11 of the Prospectus, which
is incorporated herein by reference.
(2) Michael D. Gelfand was assigned a portion of the economic benefits of
Herbert M. Gelfand's General Partner Interest.
-14-
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
There is no compensation committee for the Partnership or the
Operating General Partner. The President of the Operating General Partner
participates in deliberations regarding executive officer compensation. Payments
of compensation by the Partnership are governed by the Partnership Agreement and
described in the Prospectus under the heading "Compensation and Fees of General
Partners", page 10, which is incorporated herein by reference.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
AGREEMENTS.
In the event a General Partner (other than the Operating
General Partner) withdraws as a General Partner of the Partnership, such
individual may either (i) upon payment of $1,000 to the Partnership, continue as
a Limited Partner (but without the right to vote as a Limited Partner), and
thereafter receive all profits, losses and cash distributions to which he would
have been entitled as a General Partner, or (ii) sell his interest to the
Partnership or the remaining General Partners at a price and on such terms
agreed upon by the withdrawing General Partner and De Anza Corporation, the
Partnership's Operating General Partner. In the event the withdrawing General
Partner elects to sell his interest in the Partnership, he must first offer to
sell such interest to the Partnership. If such offer is not accepted by a
majority in interest of the Partnership's Limited Partners within 30 days after
the Partnership's receipt of the notice of withdrawal, then the withdrawing
General Partner shall offer his interest for sale to the remaining General
Partners, who shall have the right to accept such offer for a period of 30 days.
In the event a General Partner is removed as a General Partner
by vote of a majority in interest of the Limited Partners, such General Partner
shall automatically become a Limited Partner and if the vote of a majority in
interest of the Limited Partners so requires, sell his interest to the Limited
Partners who shall purchase such interest on behalf of the Partnership. If a
removed General Partner is required by the Limited Partners to sell his interest
in the Partnership, the amount to be paid for such interest shall be computed as
of the date of the consummation of the purchase and in accordance with Section
15 of the Partnership's Partnership Agreement, which is incorporated herein by
reference.
-15-
<PAGE> 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners.
<TABLE>
<CAPTION>
Name & Address of Amount & Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ----------------- -------------------- ----------------
<S> <C> <C> <C>
Limited Partnership Moraga Capital, LLC 3,281 UNITS(1) 14.4%(1)
Interests: MacKenzie Partners DIRECT
1640 School Street, #103
Moraga, CA 94556
</TABLE>
(b) Security Ownership of Management.
<TABLE>
<CAPTION>
Amount & Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ------------------------ -------------------- ----------------
<S> <C> <C>
General Partner
Interests: Herbert M. Gelfand 37.98870% 37.98870%
TTEE
Benjamin L. Susman 9.13097% 9.13097%
TTEE
Harold H. Benjamin 8.60487% 8.60487%
TTEE
Jack Bevash 4.29693% 4.29693%
TTEE
De Anza Corporation 1.07423% 1.07423%
DIRECT
--------
All General Partners and
directors/key executive
officers of De Anza
Corporation as a group (9): 61.0957%(2)(3) 61.0957%(2) (3)
======== =======
</TABLE>
- ---------------
(1) Moraga Capital, LLC, an affiliate of MacKenzie Partners, completed a tender
offer for Limited Partner Units on January 31, 1996, whereupon Moraga and
its members, including MacKenzie, were the beneficial owners of 3,281 units
as reported in Amendment No. 3 to Schedule 14D-1 amending Schedule 13D,
dated February 1, 1996.
(2) Aubrey Meyerson ceased being a General Partner upon his death in October
1995. Accordingly, his former General Partner Interests are being held by
his successor with the economic benefits thereof.
(3) Beneficial ownership excludes the assignment by a Beneficial Owner of any
economic interests to others; however, it does include the economic
interest if the Beneficial Owner is the assignee.
-16-
<PAGE> 17
<TABLE>
<CAPTION>
Amount & Nature of
Title of Class Name of Beneficial Owner Beneficial Ownership Percent of Class
- -------------- ------------------------ -------------------- ----------------
<S> <C> <C> <C>
Limited
Partnership
Interests:(1)(2) Herbert M. Gelfand 147.25133 UNITS *
TTEE
Herbert M. Gelfand 1.25042 UNITS *
BY SPOUSE
Benjamin L. Susman 20.22292 UNITS *
TTEE
Harold H. Benjamin 20.21046 UNITS
TTEE
Jack Bevash 20.10844 UNITS *
TTEE
--------
All General Partners and
directors/key executive
officers of De Anza
Corporation as a group (10): 209.04357 UNITS * (2)
=========
</TABLE>
* Less than 1%
(c) Changes in Control.
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
For the year ended December 31, 1995, Terra Vista Management,
Inc., an affiliate of the Operating General Partner, was paid management fees of
$187,208. In addition, one or more affiliates of the Operating General Partner
or Terra Vista Management, Inc., for the year ended December 31, 1995, were
reimbursed $156,991 for the costs of goods and services provided that were
necessary for the operation of the Partnership and its Properties. A portion of
the foregoing fees were for compensation to executives as set forth in Item 11
above. See Item 8, Note 6 to the Financial Statements for discussion of Terra
Vista Management, Inc.'s affiliation with the Partnership and actual transaction
amounts which is incorporated herein by reference.
- ---------------
(1) Includes Cash General Partner Interests where applicable.
(2) Since Aubrey Meyerson ceased being a General Partner upon his death in
October 1995, the General Partners now hold less than 1% of the Limited
Partnership interests.
-17-
<PAGE> 18
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Index to Financial Statements for the years ended
December 31, 1995, 1994, and 1993 that are filed as part of this report:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report...................................................... 24
Balance Sheets, December 31, 1995 and 1994........................................ 26
Statements of Income for the years ended
December 31, 1995, 1994 and 1993.................................................. 28
Statements of Changes in Partners' Capital (Deficit)
for the period January 1, 1993 to December 31, 1995............................... 29
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993.................................................. 30
Notes to Financial Statements..................................................... 32
Schedules of Projects' Operations for the years ended
December 31, 1995, 1994 and 1993.................................................. 43
Schedule of Distributable Income, Partners'
Distributions and Reserves for the years
ended December 31, 1995, 1994 and 1993............................................ 46
</TABLE>
2. All Schedules have been omitted since they are not
required, not applicable or the information is included in the Financial
Statements or notes thereto.
3. The following index sets forth the exhibits required
to be filed by Item 601 of Regulation S-K:
EXHIBIT NO. PAGE
3.1 Third Amended and Restated Agreement of Limited Partnership
effective as of May 31, 1990. (See Exhibit 3.1 in the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1990, incorporated herein by reference.)
3.2 First Amended to Third Amended and Restated Agreement of
Limited Partnership effective as of April 9, 1992. (See
Exhibit 3.2 in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1992, incorporated herein by
reference.)
-18-
<PAGE> 19
EXHIBIT NO. PAGE
10.1 Secured Promissory Note in the amount of $13,510,000 and
Mortgage and Security Agreement dated July 26, 1990. (See
Exhibit 4.2 in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1990, incorporated herein by
reference.)
10.2 Promissory Notes in the amount of $6,000,000 Security
Agreement, Collateral Assignment of Leases and Rents, Deed of
Trust and Assignment of Rents dated June 28, 1979. (See
Exhibit 10.6 in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1991, incorporated herein by
reference.)
10.3 Amended Acquisition Agreement and Joint Escrow Instructions
dated May 9, 1994 by and between De Anza Properties-X and MHC
Operating Limited Partnership respecting Colonies of Margate,
as executed. (See Exhibit 10.8 in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.)
10.4 General Reserve Contribution Agreement dated August 1, 1994
between the Partnership, affiliated partnerships, the Herbert
M. and Beverly J. Gelfand Family Trust, and Herbert M. Gelfand
as trustee. (See Exhibit 10.10 in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.)
10.5 Independent Committee Reserve Contribution Agreement dated
August 1, 1994 between the Partnership, affiliated
partnerships, and Citicorp Trust N.A. as trustee. (See
Exhibit 10.11 in the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1994, incorporated herein by
reference.)
10.6 Independent Committee Trust Agreement dated August 1, 1994 by
and between the Partnership and Citicorp Trust N.A. as
Trustee. (See Exhibit 10.12 in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994,
incorporated herein by reference.)
10.7 General Reserve Trust Agreement dated August 1, 1994 by and
between the Partnership, the Herbert M. and Beverly J. Gelfand
Family Trust, and Herbert M. Gelfand as Trustee. (See Exhibit
10.13 in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994, incorporated herein by
reference.)
-19-
<PAGE> 20
EXHIBIT NO. PAGE
10.8 Woodbridge/Terra Vista Management Agreement dated August 18,
1994. (See Exhibit 10.1 in the Partnership's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995,
incorporated herein by reference.)
(b) Reports on Form 8-K.
None.
(c) The information set forth in Item 14(a) (3) of this Annual
Report on Form 10-K is incorporated herein by reference.
(d) All information required by Regulation S-X will be furnished
by the Partnership to its partners in its annual report. Therefore, this Item
is not applicable.
-20-
<PAGE> 21
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.
DE ANZA PROPERTIES - X (a California limited partnership)
By DE ANZA CORPORATION (a California corporation)
Operating General Partner
By /s/ Michael D. Gelfand
-----------------------
Michael D. Gelfand
President and Chief Financial Officer
Date: March 29, 1996
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.
By /s/ Herbert M. Gelfand
-----------------------
Herbert M. Gelfand, Chairman of the Board Of Directors of De Anza
Corporation, the Operating General Partner
Date: March 29, 1996
By /s/ Michael D. Gelfand
-----------------------
Michael D. Gelfand, Director of De Anza Corporation, the Operating
General Partner
Date: March 29, 1996
By /s/ David Licht
------------------------
David Licht, Director of De Anza Corporation, the Operating General
Partner
Date: March 29, 1996
-21-
<PAGE> 22
DE ANZA PROPERTIES - X
(A LIMITED PARTNERSHIP)
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
December 31, 1995 and 1994
-22-
<PAGE> 23
De Anza Properties - X
(A Limited Partnership)
December 31, 1995 and 1994
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors...................................................................... 1
Audited Financial Statements
Balance Sheets...................................................................................... 3
Statements of Income................................................................................ 5
Statement of Changes in Partners' Capital (Deficit)................................................. 6
Statements of Cash Flows............................................................................ 7
Notes to Financial Statements....................................................................... 9
Other Financial Information
Schedules of Projects' Operations................................................................... 20
Schedules of Distributable Income, Partners' Distributions and Reserves............................. 23
</TABLE>
-23-
<PAGE> 24
Report of Independent Auditors
The Partners
De Anza Properties - X
Beverly Hills, California
We have audited the accompanying balance sheets of De Anza Properties - X, a
Limited Partnership (the Partnership) as of December 31, 1995 and 1994, and the
related statements of income, changes in partners' capital (deficit) and cash
flows for the years ended December 31, 1995, 1994 and 1993. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with 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.
As explained in Note 3 to the financial statements, the Partnership sold two of
its properties on July 11, 1995 and on August 18, 1994. The assets and
operations of the properties sold represented a substantial portion of the
Partnership's total assets and results of operations.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership as of December
31, 1995 and 1994, and the results of its operations and its cash flows for the
years ended December 31, 1995, 1994 and 1993, in conformity with generally
accepted accounting principles.
-24-
<PAGE> 25
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary Schedules
I and II are presented for the purposes of additional analysis and are not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Ernst & Young, LLP
Los Angeles, California
January 24, 1996
-25-
<PAGE> 26
De Anza Properties - X
(A Limited Partnership)
Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
------------------------------------
<S> <C> <C>
ASSETS
CASH AND CASH EQUIVALENTS, including restricted cash
of $843,923 and $1,024,923 at December 31, 1995
and 1994, respectively (Notes 1 and 3) $ 1,388,279 $ 1,431,793
ESCROW DEPOSIT - 100
ACCOUNTS RECEIVABLE 10,812 77,055
PREPAID EXPENSES 70,222 67,100
------------------------------------
1,469,313 1,576,048
------------------------------------
PROPERTY AND EQUIPMENT (Notes 1, 3, 5, 8 and 9)
Land 2,989,265 4,060,334
Land improvements 4,704,170 6,786,941
Buildings and improvements 11,448,171 11,494,357
Furniture and equipment 623,498 692,578
Mobile homes - 45,154
Transportation equipment - 11,614
------------------------------------
19,765,104 23,090,978
Less accumulated depreciation 9,921,679 10,748,194
------------------------------------
9,843,425 12,342,784
------------------------------------
OTHER ASSETS
Loan costs, less accumulated amortization of $53,484
and $55,554 in 1995 and 1994, respectively
(Notes 1 and 5) 54,331 57,411
Other 20,656 22,462
------------------------------------
74,987 79,873
------------------------------------
$11,387,725 $13,998,705
====================================
</TABLE>
See accompanying report of independent auditors
and notes to financial statements.
-26-
<PAGE> 27
De Anza Properties - X
(A Limited Partnership)
Balance Sheets (Continued)
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
------------------------------------
<S> <C> <C>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES,
including $11,305 and $56,217 due to related parties at
December 31, 1995 and 1994, respectively $ 127,389 $ 205,095
DEPOSITS AND ADVANCE RENTALS 122,937 125,518
UNRECOGNIZED GAIN (Note 3) 843,923 1,024,923
SECURED NOTE PAYABLE (Note 5) 4,752,430 4,837,624
------------------------------------
5,846,679 6,193,160
------------------------------------
PARTNERS' CAPITAL (DEFICIT)
General partners (3,476,003) (3,210,498)
Cash general partners, 228.5 units issued
and outstanding 77,686 97,659
Limited partners, 22,640.5 units issued
and outstanding 8,939,363 10,918,384
------------------------------------
5,541,046 7,805,545
====================================
$11,387,725 $13,998,705
====================================
</TABLE>
See accompanying report of independent auditors
and notes to financial statements.
-27-
<PAGE> 28
De Anza Properties - X
(A Limited Partnership)
Statements of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1994 1993
-----------------------------------------------------
<S> <C> <C> <C>
INCOME
Gain on sale of property and equipment (Note 3) $ 2,258,041 $16,322,297 -
Unrecognized gain (Note 3) - (1,024,923) -
-----------------------------------------------------
Net gain recognized 2,258,041 15,297,374 -
Rent (Note 4) 3,935,175 6,346,217 $7,279,616
Utilities 143,232 359,265 381,244
Other 120,967 150,677 99,811
Interest and dividends 74,678 37,872 14,334
-----------------------------------------------------
6,532,093 22,191,405 7,775,005
-----------------------------------------------------
EXPENSES
Depreciation and amortization 659,185 1,210,415 1,077,194
Interest 481,556 1,360,876 1,858,641
Maintenance, repairs and supplies 377,233 670,009 874,237
Salaries, including $22,186, $44,958 and $42,734
paid to related parties in 1995, 1994
and 1993, respectively (Note 6) 323,316 555,829 656,434
Other 293,714 354,340 404,509
Utilities 284,007 540,032 644,367
Professional fees and services, including
$127,517, $232,581 and $227,905 paid to
related parties in 1995, 1994 and 1993,
respectively (Note 6) 238,546 367,705 369,988
Real estate taxes 237,816 473,999 598,036
Management fees, including $187,208, $313,036
and $368,492 paid to related parties in 1995,
1994 and 1993, respectively (Note 6) 211,442 326,742 368,492
Insurance 102,215 120,570 131,787
Payroll taxes and employee benefits 62,621 130,116 156,286
Provision for market revaluation of mobile
homes held for resale - - 61,078
-----------------------------------------------------
3,271,651 6,110,633 7,201,049
-----------------------------------------------------
NET INCOME $ 3,260,442 $16,080,772 $ 573,956
=====================================================
NET INCOME
GENERAL PARTNERS $ 382,274 $ 516,098 $ 108,357
=====================================================
CASH GENERAL AND LIMITED PARTNERS $ 2,878,168 $ 15,564,674 $ 465,599
=====================================================
INCOME PER 1% GENERAL PARTNER INTEREST (Note 7) $ 3,822.74 $ 5,160.98 $ 1,083.57
=====================================================
INCOME PER CASH GENERAL AND LIMITED
PARTNERSHIP UNIT (Note 7) $ 125.85 $ 680.60 $ 20.36
=====================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-28-
<PAGE> 29
De Anza Properties - X
(A Limited Partnership)
Statement of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
CASH
GENERAL GENERAL LIMITED
PARTNERS PARTNERS PARTNERS
TOTAL (NOTE 2) (NOTE 2) (NOTE 2)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE - January 1, 1993 $ 611,465 $(3,341,813) $ 27,091 $ 3,926,187
DISTRIBUTIONS TO PARTNERS (1,209,412) (228,324) (9,803) (971,285)
NET INCOME - for the year ended
December 31, 1993 573,956 108,357 4,652 460,947
-------------------------------------------------------------------------------
BALANCE - December 31, 1993 (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 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 (5,524,941) (647,779) (48,731) (4,828,431)
NET INCOME - for the year ended
December 31, 1995 3,260,442 382,274 28,758 2,849,410
-------------------------------------------------------------------------------
BALANCE - December 31, 1995 $ 5,541,046 $(3,476,003) $77,686 $8,939,363
===============================================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-29-
<PAGE> 30
De Anza Properties - X
(A Limited Partnership)
Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1994 1993
------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Gross rents received from real estate
operations $4,101,943 $7,289,290 $8,129,434
Cash paid to suppliers and employees,
including $344,199, $596,597 and
$644,459 paid to related parties in
1995, 1994 and 1993, respectively
(Note 6) (2,148,160) (4,661,509) (4,229,372)
Interest paid (481,556) (1,360,876) (1,858,641)
Interest and other income received 189,311 187,650 14,921
------------------------------------------------------
Net cash provided by operating
activities 1,661,538 1,454,555 2,056,342
------------------------------------------------------
INVESTING ACTIVITIES
Additions to property and equipment (348,519) (286,938) (1,109,325)
Sale of property and equipment 4,325,000 23,704,420 -
Sales costs (71,498) (539,156) (90,020)
Escrow deposits 100 (100) -
------------------------------------------------------
Net cash provided by (used in)
investing activities 3,905,083 22,878,226 (1,199,345)
------------------------------------------------------
FINANCING ACTIVITIES
Principal payments on secured notes
payable (85,194) (13,459,150) (162,042)
Proceeds from unsecured note payable - 200,000 -
Principal payment of unsecured note
payable - (200,000) -
Prepayment penalty - (1,618,831) -
Loan costs - (1,000) (4,150)
Partner distributions (5,524,941) (8,251,236) (1,209,412)
------------------------------------------------------
Net cash used in financing
activities (5,610,135) (23,330,217) (1,375,604)
------------------------------------------------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (43,514) 1,002,564 (518,607)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 1,431,793 429,229 947,836
------------------------------------------------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $1,388,279 $1,431,793 $ 429,229
======================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-30-
<PAGE> 31
De Anza Properties - X
(A Limited Partnership)
Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1994 1993
------------------------------------------------------
<S> <C> <C> <C>
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATING
ACTIVITIES
Net income $3,260,442 $16,080,772 $ 573,956
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on sale of property and equipment (2,258,041) (15,297,374) -
Depreciation and amortization 659,185 1,210,415 1,077,194
Provision for market revaluation of
mobile homes held for resale - - 61,078
Changes in operating assets and liabilities:
Decrease (increase) in accounts
receivable 66,243 (1,228) (30,421)
(Increase) decrease in prepaid
expenses (3,122) 20,452 6,198
Increase in mobile homes held for
resale - (75,119) (72,734)
Decrease in other assets 1,806 10,627 3,720
(Decrease) increase in accounts payable
and accrued expenses (62,394) (491,392) 409,213
(Decrease) increase in deposits and
advance rentals (2,581) (2,598) 28,138
------------------------------------------------------
Net cash provided by operating
activities $1,661,538 $ 1,454,555 $2,056,342
======================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-31-
<PAGE> 32
De Anza Properties - X
( A Limited Partnership)
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. Restricted cash at
December 31, 1995 and 1994 is comprised of the cash reserves established in
connection with the sale of certain property described in Note 3. The
Partnership maintains some of its cash in bank deposit accounts which, at times,
may exceed the federally insured limits. No losses have been experienced to date
related to such accounts. The Partnership places its cash and cash equivalents
with quality financial institutions and believes it is not exposed to any
significant concentrations of credit risk on cash and cash equivalents.
FINANCIAL INSTRUMENTS
The carrying value of the Partnership's cash and cash equivalents, accounts
receivable and accounts payable approximates their fair value at December 31,
1995, due to the short maturity of these instruments. The carrying value of the
note payable approximates fair value at December 31, 1995, based on the current
borrowing rates for similar obligations.
LOAN COSTS
The costs incurred in obtaining financing are capitalized and amortized over the
terms of the respective loans. The loan costs pertaining to the loan secured by
Colonies of Margate were written off upon the sale of the property (see Note 3).
USE OF ESTIMATES
The preparation of 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 at December 31, 1995 and
1994 and revenues and expenses for the years ended December 31, 1995, 1994 and
1993. Actual results could differ from those estimates.
See accompanying report of independent auditors.
-32-
<PAGE> 33
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using the
declining-balance method based on estimated useful lives as follows:
<TABLE>
<CAPTION>
YEARS
----------------------
<S> <C>
Land improvements 35
Buildings and improvements 15 - 20
Furniture and equipment 5 - 8
Mobile homes 7
Transportation equipment 3 - 6
</TABLE>
Maintenance and repairs are expensed as incurred.
In March 1995, the FASB issued Statement No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. The
Partnership will adopt Statement 121 in the first quarter of 1996 and, based on
current circumstances, does not believe the effect of adoption, if any, will be
material.
See accompanying report of independent auditors and notes to financial
statements.
-33-
<PAGE> 34
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Since the Partnership's income is allocated to the partners and not the
Partnership, there is no provision for income taxes reflected in the
accompanying financial statements. The amount of income for federal tax purposes
for the years ended December 31, 1995, 1994 and 1993 was $3,488,188, $17,582,090
and $552,635, respectively. The income for federal tax purposes was calculated
as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994 1993
-----------------------------------------------------------
<S> <C> <C> <C>
Net income per financial statements $3,260,442 $16,080,772 $573,956
Tax basis depreciation in excess of
financial statement depreciation 63,140 (17,233) (84,293)
Financial statements amortization in
excess of tax basis amortization - 10,848 -
Gain on sale of property and
equipment 164,606 1,579,179 -
Specially allocated expenses - - 462
Other - net - (71,476) 62,510
-----------------------------------------------------------
Income for federal tax purposes $3,488,188 $17,582,090 $552,635
===========================================================
</TABLE>
Partners' capital (deficit) as reflected on the financial statements differs
from the amount reflected on the Partnership's federal tax return for the years
ended December 31, 1995, 1994 and 1993. Partners' capital (deficit) is
reconciled as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994 1993
-----------------------------------------------------------
<S> <C> <C> <C>
Partners' capital (deficit) per
financial statements $5,541,046 $ 7,805,545 $ (23,991)
Syndication costs 2,368,296 2,368,296 2,368,296
Accumulated depreciation
difference (105,572) (642,595) (558,302)
Deferred expense 431,202 431,202 431,202
Aggregate of differences described
in the preceding reconciliation 227,746 1,501,316 (21,321)
Financial statement basis of
deferred gain 1,024,923 - -
Other 5,150 65,781 2,807
-----------------------------------------------------------
Partners' capital per federal tax return $9,492,791 $11,529,545 $2,198,691
===========================================================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-34-
<PAGE> 35
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
2. PARTNERSHIP AGREEMENT
The Partnership was formed on September 16, 1977 to acquire and operate
income-producing residential real properties. The Partnership owns and operates
Woodbridge Meadows Apartments, a 375-unit apartment complex in Irvine,
California. The Partnership also owned Aptos Pines, a 170-space community in
Aptos, California, which was sold in 1995 and Colonies of Margate, an 819-space
community in Margate, Florida, which was sold in 1994 (see Note 3).
A cash general partner is a general partner who purchased limited partnership
units and, to the extent of these contributions, will participate in the
benefits of Partnership ownership in the same manner as a limited partner.
The partnership agreement provides that distributable cash, as defined, will be
distributed to the cash general and limited partners, up to a sum equivalent to
6% per annum of their adjusted cash capital contributions, as defined. Cash is
then distributed 5.2736% to the cash general and limited partners and 94.7264%
to the general partners, up to a sum equivalent to 2% per annum of the aggregate
adjusted cash capital contributions of the cash general and limited partners.
Any additional cash is distributed 76.3184% to the cash general and limited
partners and 23.6816% to the general partners. Net income is allocated in the
same proportion as cash distributions to partners; however, general partners
receive a minimum 1% allocation. If no distributions are made, the net income is
allocated 85.7910% to the cash general and limited partners and 14.2090% to the
general partners. Losses are allocated 85.7910% to the cash general and limited
partners and 14.2090% to the general partners.
See accompanying report of independent auditors and notes to financial
statements.
-35-
<PAGE> 36
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
3. SALE OF PROPERTY AND EQUIPMENT
COLONIES OF MARGATE
In 1993, the Partnership entered into negotiations through De Anza Group, Inc.
(DAG), the former parent company of the operating general partner, for the sale
of Colonies of Margate (Margate). On January 19, 1994, the Partnership entered
into an Acquisition Agreement to sell Margate to MHC Operating Limited
Partnership (MHC). The sale was part of an overall transaction for the sale of
the related management business of DAG and other mobile home communities
affiliated with DAG. The sale closed escrow on August 18, 1994.
The sales price for Margate was $23,147,228. Additional proceeds of $557,192,
which were included in the sales prices 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 cash general and limited partners
as a return of capital on September 16, 1994, after repayment of debt of
$13,523,715, sales and closing costs of $644,488, a prepayment penalty of
$1,618,831, and $784,386 set aside toward various required reserves.
In addition to the $784,386, funds from operations totaling $240,537 were used
to establish the following cash reserves:
<TABLE>
<S> <C>
MHC Reserve $ 181,000
General Reserve 557,192
Independent Committee Reserve 286,731
</TABLE>
The MHC Reserve was required by the Amended Acquisition Agreement. The General
Reserve and Independent Committee Reserve were established to fund contingent
liabilities that may arise out of the MHC transaction. During 1995, the MHC
Reserve was released in full and distributed to the cash general and limited
partners as a return of original capital.
See accompanying report of independent auditors and notes to financial
statements.
-36-
<PAGE> 37
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
3. SALE OF PROPERTY AND EQUIPMENT (CONTINUED)
COLONIES OF MARGATE (CONTINUED)
Pursuant to the guidelines of Financial Accounting Standards No. 66, "Accounting
for Sales of Real Estate," the Partnership deferred in 1994 the recognition of
gain on that portion of the sale proceeds represented by the MHC Reserve,
General Reserve and Independent Committee Reserve, totaling $1,024,923. During
the year ended December 31, 1995, the Partnership recognized as income $181,000
attributable to the MHC Reserve released.
The Partnership has been charged with certain costs for the transaction, some of
which were based upon an allocation of costs from the overall transaction with
MHC. Such transaction costs have been capitalized and deducted in the
determination of net gain on the sale of the Partnership's property and
equipment. Transaction and closing costs charged to the Partnership totaled
$644,488 as of December 31, 1994.
APTOS PINES
On July 11, 1995, Aptos Pines (Aptos) was sold to a non-profit mutual benefit
corporation formed by the Aptos Pines Homeowners' Association. The sales price
for Aptos was $4,325,000, all cash, and an additional $35,000 was received as
reimbursement of capital outlays related to the newly constructed sewer system.
The Partnership incurred sales and closing costs of approximately $56,200,
distributed $4,265,000 of the proceeds to the cash general, limited and general
partners, and reserved the remaining $38,800. The distribution to the cash
general and limited partners represents a return of original capital.
4. TENANT LEASES
Apartment units are leased for periods of less than one year or on a
month-to-month basis. The Partnership accounts for all leases as operating
leases. Rental revenue is reported ratably over the lease terms. The annual
rents from noncancelable operating leases from tenants for the year ending
December 31, 1996 is $741,740.
See accompanying report of independent auditors and notes to financial
statements.
-37-
<PAGE> 38
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
5. SECURED NOTE PAYABLE
Secured note payable at December 31, 1995 and 1994 consisted of:
<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
-------------------------------------
<S> <C> <C>
Note collateralized by first trust deed on the
Woodbridge Meadows property, payable in
monthly installments of $47,093, including
interest at 10%, maturing in 2014 $4,752,430 $4,837,624
=====================================
</TABLE>
The annual maturities on the secured note payable for the years subsequent to
December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31,
----------------------
<S> <C>
1996 $ 94,115
1997 103,970
1998 114,857
1999 126,884
2000 140,171
Thereafter 4,172,433
----------------------
$4,752,430
======================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-38-
<PAGE> 39
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
6. TRANSACTIONS WITH RELATED PARTIES
Pursuant to a former management agreement dated October 1, 1985, De Anza Assets,
Inc., a former affiliate of the operating general partner, 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 the
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 fees of $238,218 and $368,492 were paid
to De Anza Assets, Inc. during the years ended December 31, 1994 and 1993,
respectively.
On August 18, 1994, subsequent to the sale of the Colonies of Margate and the
property management business of DAG, as discussed in Note 3, the property
management of Woodbridge Meadows Apartments was assumed by Terra Vista
Management, Inc. (Terra Vista). Terra Vista is wholly owned by Michael D.
Gelfand, president of the operating general partner and the son of Herbert M.
Gelfand. Herbert M. Gelfand, together with Beverly Gelfand, was the sole
shareholder of the operating general partner and the controlling shareholder of
DAG prior to the sale. Terra Vista was paid $187,208 and $74,818 for management
fees during the years ended December 31, 1995 and 1994, respectively.
In addition, DAG or a wholly owned subsidiary was paid $198,746 and $275,967 for
the years ended December 31, 1994 and 1993, respectively, and Terra Vista
Management, Inc. or De Anza Leasing Corporation, a related party and affiliate
of the Operating General Partner, respectively, was paid $156,991 and $84,815
for the year ended December 31, 1995 and for the period from August 18, 1994
through December 31, 1994, respectively, for performing bookkeeping, regional
management, computer and investor relations services necessary for the operation
of the Partnership and its properties.
See accompanying report of independent auditors and notes to financial
statements.
-39-
<PAGE> 40
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
7. INCOME PER 1% GENERAL PARTNERSHIP INTEREST AND CASH
GENERAL AND LIMITED PARTNERSHIP UNIT
Income per 1% general partner interest was computed based on the general
partners' share of net income as reflected on the statement of changes in
partners' capital (deficit). 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 statement of changes in partners' capital (deficit)
and the number of units outstanding (22,869 units in each year).
See accompanying report of independent auditors and notes to financial
statements.
-40-
<PAGE> 41
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
8. SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Initial Cost to the Partnership
-------------------------------
Buildings, Cost
Improvements Capitalized
and Subsequent to Sale of
Descriptions Encumbrances Land Equipment Acquisition Property
------------ ------------ ---------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
Aptos Pines
mobile home community,
Aptos, California -- $1,055,961 $ 1,745,022 $ 873,410 $(3,674,393)
Woodbridge Meadows
apartment complex,
Irvine, California $4,752,430 2,700,000 11,343,940 5,721,164 --
---------- ---------- ----------- ---------- -----------
$4,752,430 $3,755,961 $13,088,962 $6,594,574 $(3,674,393)
========== ========== =========== ========== ===========
<CAPTION>
Gross Amount Carried at Close
of Period Ended December 31, 1995 Life on Which
------------------------------------ Depreciation In
Buildings, Latest Income
Improvements Statement In
and Accumulated Date of Date of Computed
Descriptions Land Equipment Total Depreciation Construction Acquisition (Years)
------------ ---------- ------------ ----------- -------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Aptos Pines
mobile home community,
Aptos, California -- -- -- -- 1972 8/4/78 5 to 20
Woodbridge Meadows
apartment complex,
Irvine, California $2,989,265 $16,775,839 $19,765,104(1) $9,921,679 1978-1979 11/13/78 5 to 35
---------- ----------- ----------- ----------
$2,989,265 $16,775,839 $19,765,104 $9,921,679
========== =========== =========== ==========
</TABLE>
(1) Aggregate cost for federal income tax purposes is $19,765,104.
See accompanying report of independent auditors and notes to financial
statements.
-41-
<PAGE> 42
De Anza Properties - X
(A Limited Partnership)
Notes to Financial Statements (Continued)
For the Years Ended December 31, 1995, 1994 and 1993
9. RECONCILIATION OF REAL ESTATE AND ACCUMULATED
DEPRECIATION
<TABLE>
<CAPTION>
BUILDINGS,
IMPROVEMENTS
LAND AND EQUIPMENT TOTAL
-----------------------------------------------------------
<S> <C> <C> <C>
REAL ESTATE:
Balance at January 1, 1993 $6,515,774 $22,945,538 $29,461,312
Additions during 1993 - 1,109,325 1,109,325
Transfer during 1993 - (31,179) (31,179)
-----------------------------------------------------------
Balance at December 31, 1993 6,515,774 24,023,684 30,539,458
Additions during 1994 - 286,938 286,938
Reductions due to sale of property
and equipment during 1994 (2,455,440) (5,279,978) (7,735,418)
-----------------------------------------------------------
Balance at December 31, 1994 4,060,334 19,030,644 23,090,978
Additions during 1995 - 348,519 348,519
Reductions due to sale of property
and equipment during 1995 (1,071,069) (2,603,324) (3,674,393)
-----------------------------------------------------------
Balance at December 31, 1995 $2,989,265 $16,775,839 $19,765,104
===========================================================
ACCUMULATED DEPRECIATION:
Balance at January 1, 1993 $11,979,851
Depreciation charged to expense
during 1993 979,261
Transfers during 1993 (25,357)
--------------------
Balance at December 31, 1993 12,933,755
Depreciation charged to expense
during 1994 862,298
Reduction due to sale of property
and equipment during 1994 (3,047,859)
--------------------
Balance at December 31, 1994 10,748,194
Depreciation charged to expense
during 1995 656,105
Reduction due to sale of property
and equipment during 1995 (1,482,620)
--------------------
Balance at December 31, 1995 $ 9,921,679
====================
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-42-
<PAGE> 43
SCHEDULE I
Page 1 of 3
DE ANZA PROPERTIES - X
(A Limited Partnership)
Schedule of Projects' Operations
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------------------------------------------------------------
Aptos Pines Woodbridge Meadows De Anza Properties - X
------------------------ ------------------------ -------------------------
Amount % of Income Amount % of Income Amount % of Income
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCOME
Gain on sale of property and equipment
(Note 3) $2,077,041 81.95% -- -- $ 181,000 70.79%
Rent (Note 4) 313,099 12.35 3,622,076 96.80% -- --
Utilities 143,232 5.65 -- -- -- --
Other 1,330 0.05 119,637 3.20 4,839 1.89
Interest and dividends -- -- -- -- 69,839 27.32
---------- ------ ---------- ------ ---------- ------
2,534,702 100.00 3,741,713 100.00 255,678 100.00
---------- ------ ---------- ------ ---------- ------
EXPENSES
Depreciation and amortization 46,107 1.82 613,078 16.38 -- --
Interest -- -- 481,556 12.87 -- --
Maintenance, repairs and supplies 25,429 1.00 351,804 9.40 -- --
Salaries, including $22,186 paid to
related parties (Note 6) 38,577 1.52 264,214 7.06 20,525 8.03
Other 9,230 0.36 239,462 6.40 45,022 17.61
Utilities 93,109 3.67 190,654 5.10 244 0.10
Professional fees, including $127,517
paid to related parties (Note 6) 42,057 1.66 120,725 3.23 75,764 29.63
Real estate taxes 27,226 1.07 210,590 5.63 -- --
Management fees including $187,208 paid
to related party 24,234 0.96 187,208 5.00 -- --
Insurance 8,441 0.33 93,579 2.50 195 0.08
Payroll taxes and employee benefits 10,339 0.41 52,282 1.40 -- --
---------- ------ ---------- ------ ---------- ------
324,749 12.80 2,805,152 74.97 141,750 55.45%
---------- ------ ---------- ------ ---------- ------
NET INCOME $2,209,953 87.20% $ 936,561 25.03% $ 113,928 44.55%
========== ====== ========== ====== ========== ======
<CAPTION>
Year Ended
December 31, 1995
-------------------------
Totals
-------------------------
Amount % of Income
------- -----------
<S> <C> <C>
INCOME
Gain on sale of property and equipment
(Note 3) $2,258,041 34.57%
Rent (Note 4) 3,935,175 60.25
Utilities 143,232 2.19
Other 125,806 1.92
Interest and dividends 69,839 1.07
---------- ------
6,532,093 100.00
---------- ------
EXPENSES
Depreciation and amortization 659,185 10.09
Interest 481,556 7.37
Maintenance, repairs and supplies 377,233 5.78
Salaries, including $22,186 paid to
related parties (Note 6) 323,316 4.95
Other 293,714 4.50
Utilities 284,007 4.35
Professional fees including $127,517
paid to related parties (Note 6) 238,546 3.65
Real estate taxes 237,816 3.64
Management fees including $187,208 paid
to related party 211,442 3.24
Insurance 102,215 1.56
Payroll taxes and employee benefits 62,621 0.96
---------- ------
3,271,651 50.09
---------- ------
NET INCOME (LOSS) $3,260,442 49.91%
========== ======
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-43-
<PAGE> 44
SCHEDULE I
Page 2 of 3
De Anza Properties - X
(A Limited Partnership)
Schedule of Projects' Operations
<TABLE>
<CAPTION>
Year Ended December 31, 1994
--------------------------------------------------------------------------------
Aptos Pines Colonies of Margate Woodbridge Meadows
---------------------- ------------------------- ------------------------
Amount % of Income Amount % of Income Amount % of Income
-------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCOME
Gain on sale of property and equipment
(Note 3) $ -- $16,322,297 92.42% -- --
Unrecognized gain (Note 3) -- -- (1,024,923) (5.80) -- --
-------- ------ ----------- ------ ---------- ------
Net gain recognized -- -- 15,297,374 86.62 -- --
Rent (Note 4) $577,154 76.09% 2,157,533 12.21 $3,611,530 96.87%
Utilities 179,358 23.65 179,907 1.02 -- --
Other 2,009 0.26 24,712 0.14 116,518 3.13
Interest -- -- 1,339 0.01 -- --
-------- ------ ----------- ------ ---------- ------
758,521 100.00 17,660,865 100.00 3,728,048 100.00
-------- ------ ----------- ------ ---------- ------
EXPENSES
Depreciation and amortization 91,820 12.11 456,229 2.58 657,216 17.63
Interest 236 0.03 863,147 4.89 489,583 13.13
Maintenance, repairs and supplies 55,355 7.30 270,360 1.53 344,294 9.24
Salaries, including $44,958 paid to
related parties (Note 6) 65,724 8.66 203,563 1.15 245,381 6.58
Other 22,477 2.96 72,848 0.42 232,241 6.23
Utilities 150,230 19.81 194,060 1.10 195,024 5.23
Professional fees and services,
including $232,581 paid to related
parties (Note 6) 92,361 12.18 113,009 0.64 122,236 3.28
Real estate taxes 43,574 5.74 220,269 1.25 210,156 5.64
Management fees, including $313,036
paid to related parties (Note 6) 31,971 4.21 108,368 0.61 186,403 5.00
Insurance 11,341 1.50 48,298 0.27 60,931 1.63
Payroll taxes and employee benefits 17,482 2.30 58,690 0.33 53,944 1.45
Provision for market revaluation of
mobile homes held for resale -- -- -- -- -- --
-------- ------ ----------- ------ ---------- ------
582,571 76.80 2,608,841 14.77 2,797,409 75.04
-------- ------ ----------- ------ ---------- ------
NET INCOME (LOSS) $175,950 23.20% $15,052,024 85.23% $ 930,639 24.96%
======== ====== =========== ====== ========== ======
<CAPTION>
Year Ended December 31, 1994
---------------------------------------------------
De Anza Properties - X Totals
---------------------- -------------------------
Amount % of Income Amount % of Income
-------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME
Gain on sale of property and equipment
(Note 3) $ -- -- $16,322,297 73.55%
Unrecognized gain (Note 3) -- -- (1,024,923) (4.62)
-------- ------- ----------- ------
Net gain recognized -- -- 15,297,374 68.93
Rent (Note 4) -- -- 6,346,217 28.60
Utilities -- -- 359,265 1.62
Other $ 7,438 16.92% 150,677 0.68
Interest 36,533 83.08 37,872 0.17
-------- ------- ----------- ------
43,971 100.00 22,191,405 100.00
-------- ------- ----------- ------
EXPENSES
Depreciation and amortization 5,150 11.71 1,210,415 5.45
Interest 7,910 17.99 1,360,876 6.13
Maintenance, repairs and supplies -- -- 670,009 3.02
Salaries, including $44,958 paid to
related parties (Note 6) 41,161 93.61 555,829 2.50
Other 26,774 60.89 354,340 1.60
Utilities 718 1.63 540,032 2.43
Professional fees and services,
including $232,581 paid to related
parties (Note 6) 40,099 91.19 367,705 1.66
Real estate taxes -- -- 473,999 2.14
Management fees, including $313,036
paid to related parties (Note 6) -- -- 326,742 1.47
Insurance -- -- 120,570 0.54
Payroll taxes and employee benefits -- -- 130,116 0.59
Provision for market revaluation of
mobile homes held for resale -- -- -- --
-------- ------- ----------- ------
121,812 277.02 6,110,633 27.53
-------- ------- ----------- ------
NET INCOME (LOSS) $(77,841) (177.02)% $16,080,772 72.47%
======== ======= =========== ======
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-44-
<PAGE> 45
SCHEDULE I
Page 3 of 3
DE ANZA PROPERTIES - X, LTD.
(A Limited Partnership)
Schedule of Projects' Operations
<TABLE>
<CAPTION>
Year Ended December 31, 1993
----------------------------------------------------------------------------------
Aptos Pines Colonies of Margate Woodbridge Meadows
------------------------ ------------------------ -------------------------
Amount % of Income Amount % of Income Amount % of Income
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCOME
Rent (Note 4) $578,806 78.86% $3,226,312 93.54% $3,474,498 97.63%
Utilities 153,092 20.86 228,152 6.61 -- --
Other 2,050 0.28 (5,863) (0.17) 84,396 2.37
Interest -- -- 519 0.02 -- --
-------- ------- ---------- ------ ---------- ------
733,948 100.00 3,449,120 100.00 3,558,894 100.00
-------- ------- ---------- ------ ---------- ------
EXPENSES
Depreciation and amortization 90,887 12.38 282,370 8.19 708,937 19.78
Interest 149 0.02 1,362,499 39.50 495,993 13.94
Maintenance, repairs and supplies 50,700 6.91 471,235 13.66 352,302 9.90
Salaries, including $42,374 paid to
related parties (Note 6) 70,766 9.64 293,521 8.51 249,654 7.02
Other 26,416 3.60 96,320 2.79 245,697 6.90
Utilities 155,199 21.14 272,511 7.90 216,467 6.08
Professional fees and services,
including $277,905 paid to related
parties (Note 6) 59,230 8.07 128,759 3.73 145,564 4.09
Real estate taxes 39,562 5.39 350,716 10.17 207,758 5.84
Management fees paid to related party 29,050 3.96 161,453 4.68 177,989 5.00
Insurance 10,917 1.49 65,179 1.89 55,691 1.56
Payroll taxes and employee benefits 19,155 2.61 82,910 2.41 54,221 1.52
Provision for market revaluation
of mobile homes held for resale -- -- 61,078 1.77 -- --
-------- ------- ---------- ------ ---------- ------
552,031 75.21 3,628,551 105.20 2,905,273 81.63
-------- ------- ---------- ------ ---------- ------
NET INCOME (LOSS) $181,917 24.79% $ (179,431) (5.20)% $ 653,621 18.37%
======== ======= ========== ====== ========== ======
<CAPTION>
Year Ended December 31, 1993
------------------------------------------------------
De Anza Properties - X Total
------------------------ ------------------------
Amount % of Income Amount % of Income
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
INCOME
Rent (Note 4) -- -- $7,279,616 93.63%
Utilities -- -- 381,244 4.90
Other $ 19,228 58.19% 99,811 1.28
Interest 13,815 41.81 14,334 0.19
-------- ------- ---------- ------
33,043 100.00 7,775,005 100.00
-------- ------- ---------- ------
EXPENSES
Depreciation and amortization -- -- 1,077,194 13.85
Interest -- -- 1,858,641 23.91
Maintenance, repairs and supplies -- -- 874,237 11.24
Salaries, including $42,374 paid to
related parties (Note 6) 42,493 128.60 656,434 8.44
Other 36,076 109.18 404,509 5.20
Utilities 190 0.57 644,367 8.29
Professional fees and services,
including $277,905 paid to related
parties (Note 6) 36,435 110.27 369,988 4.76
Real estate taxes -- -- 598,036 7.69
Management fees paid to related party -- -- 368,492 4.74
Insurance -- -- 131,787 1.70
Payroll taxes and employee benefits -- -- 156,286 2.01
Provision for market revaluation
of mobile homes held for resale -- -- 61,078 0.79
-------- ------- ---------- ------
115,194 348.62 7,201,049 92.62
-------- ------- ---------- ------
NET INCOME (LOSS) $(82,151) (248.62)% $ 573,956 7.38%
======== ======= ========== ======
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-45-
<PAGE> 46
SCHEDULE II
De Anza Properties - X
(A Limited Partnership)
Schedule of Distributable Income, Partners' Distributions and Reserves
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1995 1994 1993
----------- ------------ ----------
<S> <C> <C> <C>
Net Income $ 3,260,442 $ 16,080,772 $ 573,956
Add (deduct) adjustments per partnership
agreement
Gain on sale of property (2,258,041) (15,297,374) --
Depreciation and amortization 659,185 1,210,415 1,077,194
Debt amortization (85,194) (135,433) (162,042)
Net change in accruals (15,576) (474,766) 384,914
Release of prior year's reserves 2,741,590 2,476,212 1,811,602
----------- ------------ ----------
Cash available for distribution(1) 4,302,406 3,859,826 3,685,624
----------- ------------ ----------
Cash distributions
Cash general and limited partners - 6%
per annum of average adjusted capital
contributions of $7,236,764, $13,977,956
and $16,061,973 in 1995, 1994 and 1993,
respectively 434,206 838,677 963,718
General partners - 1.89%, 1.89% and 1.42%
per annum of average adjusted capital
contributions of $7,236,764, $13,977,956
and $16,061,793 in 1995, 1994 and 1993,
respectively 137,102 264,816 228,324
Cash general and limited partners -
additional distributions 389,224 14,743 17,370
General partners - additional distributions 118,409 -- --
----------- ------------ ----------
Total distributions $ 1,078,941 1,118,236 1,209,412
----------- ------------ ----------
Reserves from operations(2) $ 3,223,465 $ 2,741,590 $2,476,212
=========== ============ ==========
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-46-
<PAGE> 47
SCHEDULE II
De Anza Properties - X
(A Limited Partnership)
Schedule of Distributable Income, Partners' Distributions and Reserves
(Continued)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Proceeds from sales or refinancing of properties
available for distribution or reserves(2)(3) $ 4,268,814 $ 7,917,386 --
Distribution to cash general and limited
partners(3) (4,053,732) (7,133,000) --
Distribution to general partners(3) (392,268) -- --
Use of reserves for capital improvements (163,300) -- $(1,000,000)
Release of prior year's reserves 2,664,464 1,880,078 2,880,078
----------- ----------- -----------
Reserves from sale and refinancing of
properties(2)(3)(4) $ 2,323,978 $ 2,664,464 $ 1,880,078
=========== =========== ===========
Distributions to cash general and limited
partners per original $1,000 investment
From operations
Amount $ 36.02 $ 37.33 $ 42.92
=========== =========== ===========
Percent (of adjusted capital) 11.38% 6.11% 6.11%
=========== =========== ===========
From sales or refinancing(2)(3)
Amount $ 177.34 $ 312.04 $ --
=========== =========== ===========
Percent (of original capital) 17.73% 31.20% --%
=========== =========== ===========
</TABLE>
See accompanying report of independent auditors and notes to financial
statements.
-47-
<PAGE> 48
SCHEDULE II
De Anza Properties - X
(A Limited Partnership)
Schedule of Distributable Income, Partners' Distributions and Reserves
(Continued)
(1) Cash available for distribution represents amounts as defined by the
partnership agreement.
(2) The operating general partner has exercised its discretion in reserving
amounts in excess of required reserves for operations, additions to
property and equipment, and future distributions.
(3) On August 18, 1994, the Partnership sold Colonies of Margate for a
price of $23,147,228, and additional proceeds of $557,192 were received
to fund a General Reserve. After repayment of debt of $13,523,715,
sales and closing costs of $644,488 and a prepayment penalty of
$1,618,831, the Partnership netted proceeds of $7,917,386. Of this
amount, $7,133,000 was distributed in September 1994 to the cash
general and limited partners, representing a return of original
capital. The balance of $784,386 is being held to fund certain required
reserves (see Note 3).
On July 11, 1995, the Partnership sold Aptos Pines for an all cash
price of $4,325,000. After payment of sales and closing costs of $56,200
and reserving $3,800, the balance of $4,265,000 was distributed to cash
general and limited partners, representing a return of original capital,
and to general partners (see Note 3).
In 1995, the MHC Reserve of $181,000 reserved from the sale of the
Colonies of Margate was released and distributed to the cash general and
limited partners as a return of original capital (see Note 3).
(4) Included in the reserves from sales and refinancing of properties is
$843,923 and $1,024,923 at December 31, 1995 and 1994, respectively,
in specific reserves established to fund contingent liabilities that
may arise from the MHC transaction.
See accompanying report of independent auditors and notes to
financial statements.
-48-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,388,279
<SECURITIES> 0
<RECEIVABLES> 10,812
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,469,313
<PP&E> 19,765,104
<DEPRECIATION> 9,921,679
<TOTAL-ASSETS> 11,387,725
<CURRENT-LIABILITIES> 344,441
<BONDS> 4,752,430
0
0
<COMMON> 0
<OTHER-SE> 5,541,046
<TOTAL-LIABILITY-AND-EQUITY> 11,387,725
<SALES> 3,935,175
<TOTAL-REVENUES> 6,532,093
<CGS> 0
<TOTAL-COSTS> 2,130,910
<OTHER-EXPENSES> 659,185
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 481,556
<INCOME-PRETAX> 3,260,442
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,260,442
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,260,442
<EPS-PRIMARY> 125.85<F1>
<EPS-DILUTED> 125.85<F1>
<FN>
<F1>EARNINGS PER SHARE IS PER LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
