SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1994 Commission file number 0-9726
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(Exact name of registrant as specified in its charter)
Illinois 36-3057941
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . . .
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . .
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . . . .
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . .
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1994 AND DECEMBER 31, 1993
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1994 1993
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,001,926 975,562
Short-term investments (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,234,719 17,286,680
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293,740 373,806
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394,276 208,363
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,924,661 18,844,411
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,513,649 4,513,649
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,959,745 36,950,753
------------ ------------
41,473,394 41,464,402
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,877,552 19,580,695
------------ ------------
Total investment properties, net of accumulated depreciation . . . . . . . . . . . . . . . . 21,595,842 21,883,707
------------ ------------
Investment in unconsolidated ventures, at equity (note 1) . . . . . . . . . . . . . . . . . . . . . 3,016,504 3,056,454
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 579,049 591,053
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369,968 391,349
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541,743 562,379
------------ ------------
$ 42,027,767 45,329,353
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
----------------------------------------------------
MARCH 31, DECEMBER 31,
1994 1993
------------ ------------
Current liabilities:
Current portion of long-term debt (note 3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,672,415 12,651,424
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635,905 695,899
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,577,009 2,369,967
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990,353 859,566
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,875,682 16,576,856
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,452 122,687
Investment in unconsolidated ventures, at equity (note 1) . . . . . . . . . . . . . . . . . . . . . . 3,674,627 3,408,985
Long-term debt, less current portion (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,443,597 16,530,351
------------ ------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,118,358 36,638,879
Venture partners' subordinated equity in ventures . . . . . . . . . . . . . . . . . . . . . . . . . . 5,251,668 5,280,977
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,562,233) (4,550,420)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (909,943) (903,693)
------------ ------------
(5,471,176) (5,453,113)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,136,434) (28,852,914)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,784,358) (52,334,185)
------------ ------------
5,128,917 8,862,610
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . . . . . . . . . . . . . . . . (342,259) 3,409,497
------------ ------------
Commitments and contingencies (notes 2, 3 and 4)
$ 42,027,767 45,329,353
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(UNAUDITED)
<CAPTION>
1994 1993
------------ ----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,904,100 2,578,238
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,796 301,780
------------ ----------
2,040,896 2,880,018
------------ ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 774,582 1,378,338
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296,857 532,692
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869,847 1,467,033
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119,368 111,067
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,165 73,294
Management fees to corporate general partner. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,417 16,994
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,333 73,611
------------ ----------
2,179,569 3,653,029
------------ ----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1994 1993
------------ ----------
Operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (138,673) (773,011)
Partnership's share of operations of unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . (172,092) (137,796)
Venture partners' share of ventures' operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,432 207,717
------------ ----------
Net operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (295,333) (703,090)
Gain on sale of investment property (note 4(a)) . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 2,070,917
------------ ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (295,333) 1,367,827
============ ==========
Net earnings (loss) per limited partnership interest:
Net operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2.84) (6.75)
Net gain on sale of investment property . . . . . . . . . . . . . . . . . . . . . . . . -- 20.50
------------ ----------
$ (2.84) 13.75
============ ==========
Cash distributions per limited partnership interest . . . . . . . . . . . . . . . . . . . . $ 34.50 1.50
============ ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(UNAUDITED)
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (295,333) 1,367,827
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296,857 532,692
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,165 73,294
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 188,716
Partnership's share of operations of unconsolidated ventures. . . . . . . . . . . . . . . . . . . 172,092 137,796
Venture partners' share of ventures' operations . . . . . . . . . . . . . . . . . . . . . . . . . (15,432) (207,717)
Gain on sale of investment property (note 4(a)) . . . . . . . . . . . . . . . . . . . . . . . . . -- (2,070,917)
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,066 (60,211)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (185,913) (36,671)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,381 (19,944)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,994) 38,957
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207,042 145,647
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,787 (53,305)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,765 (31,708)
------------ -----------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . 396,483 4,456
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . . . . . . . . . . . . . . 3,051,961 (701,641)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,992) (127,805)
Cash proceeds from sale of investment property, net of selling expenses (note 4(a)) . . . . . . . . -- 1,021,908
Partnership's contributions to unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . -- (16,422)
Partnership's distributions from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . 133,500 116,328
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,161) (25,206)
------------ -----------
Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . 3,145,308 267,162
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1994 1993
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (65,763) (77,814)
Venture partner's contributions to venture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,759 6,758
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (44,000)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,450,173) (150,008)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,250) (6,250)
------------ -----------
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,515,427) (271,314)
------------ -----------
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,364 304
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 567,540 1,232,691
============ ===========
Sale of investment property (note 4(a)):
Total sales proceeds, net of selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 5,518,892
Principal balance due on mortgage payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (4,057,012)
Reduction of accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (439,972)
------------ -----------
Cash proceeds from sale of investment property, net of selling expenses . . . . . . . . . . $ -- 1,021,908
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994 AND 1993
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1993 which are
included in the Partnership's 1993 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The accompanying consolidated financial statements include the accounts
of the Partnership and its ventures (note 2), Holly Pond Associates ("Holly
Pond"), Garret Mountain Office Center Associates I ("Garret Mountain"),
Victoria Apartments Partnership ("Victoria"), Energy Plaza Associates ("Energy
Plaza") (note 3(d)), and Greenway Associates ("Greenway"). The effect of all
transactions between the Partnership and the ventures has been eliminated.
The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's interests
in Carlyle Seattle Associates ("Carlyle Seattle"), Carlyle Frontier Associates
("Carlyle/Frontier") (sold in 1993, note 4(b)) and Greenway Tower Joint
Venture ("Greenway Tower"). Accordingly, the accompanying consolidated
financial statements do not include the accounts of Carlyle Seattle and
Carlyle Seattle's venture, Wright-Carlyle Seattle ("First Interstate"),
Carlyle/Frontier and Carlyle/Frontier's venture, Frontier Mall Associates or
Greenway's venture, Greenway Tower.
The Partnership records are maintained on the accrual basis of accounting
as adjusted for federal income tax reporting purposes. The accompanying
consolidated financial statements have been prepared from such records after
making appropriate adjustments to present the Partnership's accounts in
accordance with generally accepted accounting principles ("GAAP") and to
consolidate the accounts of the ventures as described above. Such adjustments
are not recorded on the records of the Partnership. The net effect of these
items is summarized as follows for the three months ended March 31:
<TABLE>
<CAPTION>
1994 1993
--------------------- --------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net earnings (loss) . . . $(295,333) (360,416) 1,367,827 4,278,717
Net earnings (loss) per
limited partnership
interest . . . . . . . . $ (2.84) (3.46) 13.75 42.30
========= ======== ========= =========
</TABLE>
The net earnings (loss) per limited partnership interest ("Interest") is
based upon the Interests outstanding at the end of each period. Deficit
capital accounts will result, through certain duration of the Partnership, in
the recognition of net gain for financial reporting and federal income tax
purposes.
Certain amounts in the 1993 consolidated financial statements have been
reclassified to conform to the 1994 presentation.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classification specified in the pronouncement. Partnership
distributions from unconsolidated ventures are considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings. The Partnership records amounts held in U.S. government
obligations at cost, which approximates market. For the purposes of these
statements, the Partnership's policy is to consider all such amounts held with
original maturities of three months or less (none at March 31, 1994 and
December 31, 1993, respectively) as cash equivalents with any remaining
amounts (generally with maturities of one year or less) reflected as short-
term investments being held to maturity.
Due to the uncertainty of the Partnership's ability to recover the net
carrying value of the Garret Mountain office building through future
operations or sale, the Partnership made a provision for value impairment on
such investment property of $785,084. Such provision at December 31, 1993 was
recorded to reduce the net carrying value of the investment property to the
outstanding balance of the related non-recourse debt (note 3(f)). Also, as a
result of the deteriorated economic condition of the West Paterson, New Jersey
real estate market and the uncertainty of the venture recovering its deficit
capital account from future operations and ultimate sale of the property, the
Partnership made a provision for unrealizable venture partner deficit capital
of $1,102,925. Such provision was recorded as of June 30, 1992 to eliminate
the venture partners' deficit capital account.
(2) VENTURE AGREEMENTS
(a) General
The Partnership, at March 31, 1994, is a party to six operating joint
venture agreements. In general, the venture partners, who were either the
sellers (or their affiliates) of the property investments acquired, or parties
who contributed an interest in the property being developed, made no cash
contributions to the ventures, their retention of an interest in the property,
through the joint venture, was taken into account in determining the purchase
price of the Partnership's interest, which was determined by arm's-length
negotiations. Under certain circumstances, either pursuant to the venture
agreements or due to the Partnership's obligations as a general partner, the
Partnership may be required to make additional cash contributions to the
ventures.
The Partnership generally has a cumulative preferred interest in net cash
receipts (as defined) from the properties. Such preferential interest relates
to a negotiated rate of return on contributions made by the Partnership.
After the Partnership receives its preferential return, the Partnership's
venture partner is generally entitled to a non-cumulative return on its
interest in the venture; net cash receipts are generally shared in a ratio
relating to the various ownership interests of the Partnership and its venture
partners. For the three months ended March 31, 1994 and 1993, one of the
ventures' properties produced net cash receipts.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the Partnership's
venture partner(s) in an investment might become unable or unwilling to
fulfill its (their) financial or other obligations, or that such venture
partner(s) may have economic or business interests or goals that are
inconsistent with those of the Partnership.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(b) Carlyle Seattle
During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between a joint venture ("Carlyle Seattle") described below and
the developer, a fee ownership of improvements and a leasehold interest in an
office building in Seattle, Washington. Carlyle Seattle is a joint venture
between the Partnership and Carlyle Real Estate Limited Partnership-XII, a
partnership sponsored by the Corporate General Partner of the Partnership.
Under the terms of the First Interstate venture agreement, Carlyle Seattle
made initial cash contributions aggregating $30,000,000.
The terms of the Carlyle Seattle venture agreement provide that the
Partnership will make 26.7% of all of the capital contributions required. The
initial required contribution by the Partnership to the Carlyle Seattle
venture was $10,125,000. The Carlyle Seattle venture agreement further
provides that all of the venture's share of the First Interstate joint
venture's annual cash flow, sale or refinancing proceeds, operating profits
and losses, and tax items will be allocated 26.7% to the Partnership and 73.3%
to the affiliated partner.
Carlyle Seattle will generally be entitled to receive a preferred
distribution (on a cumulative basis) of annual cash flow equal to 8% of its
capital contributions to the First Interstate venture. Cash flow in excess of
this preferred distribution will be distributable to the First Interstate
venture partner up to the next $400,000, and any remaining annual cash flow
will be distributable 50% to Carlyle Seattle and 50% to the First Interstate
venture partner. Operating deficits, if any, will be shared 50% by Carlyle
Seattle and 50% by the First Interstate joint venture partner. Operating
profits or losses of the First Interstate venture generally are allocated in
the same ratio as the allocation of annual cash flow; however, the venture
partner will be allocated not less than 25% of such profits and losses. As of
December 31, 1993, $20,049,000 of cumulative preferred distributions due to
Carlyle Seattle were unpaid.
The First Interstate venture agreement provides that upon sale of the
property, Carlyle Seattle will be entitled to receive the first $39,000,000 of
net sale proceeds plus an amount equal to any deficiencies (on a cumulative
basis) in distributions of Carlyle Seattle's preferred return of annual cash
flow. The First Interstate joint venture partner will be entitled to receive
the next $5,000,000, and any remaining proceeds will be distributable 50% to
Carlyle Seattle and 50% to the First Interstate joint venture partner.
The Carlyle Seattle venture owns a net leasehold interest (which expires
in 2052) in the land underlying the Seattle, Washington office building
subject to a 20-year extension. The lease provides for an annual rental of
$670,000 and has been determined to be an operating lease.
The office building is managed by an affiliate of the First Interstate
joint venture partner for a fee computed at 2% of base and percentage rents.
(3) DEBT MODIFICATIONS/REFINANCINGS
(a) General
As described below, the Partnership is seeking or has received mortgage
note modifications on certain properties which expire on various dates
commencing December 1995. Upon expiration of such modifications should the
Partnership be unable to secure new or additional modifications to the loans,
based upon current and anticipated future market conditions and other
considerations relating to the properties and the Partnership's portfolio, the
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Partnership may decide not to commit any significant additional amounts to
these properties. This would result in the Partnership no longer having an
ownership interest in such properties and may result in gain for financial
reporting and federal income tax purposes without any net distributable
proceeds. Such decisions would be made on a property-by-property basis.
(b) Double Tree Apartments
Effective June 1, 1987, the wrap-around mortgage note secured by Double
Tree Apartments located in El Paso, Texas was modified, and this modification
was further extended in 1990 to mature in 1992. In September 1992, the
underlying mortgage note holder agreed to extend the maturity date by one year
to April 1, 1993, with monthly installments of principal and interest in the
amount of $43,532 based on a 10.5%, 15-year amortization retroactive to April
1, 1992. An agreement to extend the wrap-around mortgage note maturity by one
year to April 1, 1993 was also obtained and was retroactive to April 1, 1992.
In addition, beginning April 1, 1992, the Partnership had been required to
remit monthly installments of principal in the amount of $4,482, to the wrap-
around mortgage note holder. The Partnership had initiated discussions with
the note holders to extend further the terms of the loans and, in addition,
the Partnership had been pursuing other financing alternatives. The
Partnership continued to pay debt service in accordance with the previously
modified terms until the property was sold in March 1993 (see note 4(a)).
(c) Holly Pond Office Center
The Holly Pond venture ceased making debt service payments, effective
August 1, 1990, on the long-term, non-recourse mortgage note secured by Holly
Pond Office Center located in Stamford, Connecticut and sought a modification
of the note terms. In November 1991, the lender posted the property for
acceleration of the mortgage and commenced proceedings to obtain title to the
property. In conjunction with the lender's actions, it came to the venture's
attention that there are traces of petroleum-based contaminant on a small
portion of the property. The venture's initial environmental investigation
indicated that, although the contamination is currently on the property, the
cause of the problem was most likely a result of certain activities of the
owner of a neighboring land parcel. The Partnership has notified the owner of
the neighboring land parcel regarding its responsibility for the clean-up of
the contaminant. As a result, the lender has temporarily suspended its
efforts to obtain title to the property pending the results of the venture's
investigation. Although the Partnership believes the owner of the neighboring
parcel will ultimately bear financial responsibility for the clean-up, the
Partnership has accrued $36,000 for potential future costs related to the
clean-up. Such accrual is reflected in accounts payable in the accompanying
consolidated balance sheets at March 31, 1994 and December 31, 1993. Because
the venture has been unable to secure debt service relief, the Partnership has
decided, based upon current and anticipated future market conditions and other
considerations relating to the property and the Partnership's portfolio, not
to commit any additional amounts to the property. This will result in the
Partnership no longer having an ownership interest in the property. When the
lender realizes upon its security in the property, the Partnership will
recognize a gain for financial reporting and federal income tax purposes
without any corresponding distributable proceeds. Therefore, the loan has
been classified at March 31, 1994 and December 31, 1993 as a current liability
in the accompanying consolidated financial statements.
(d) Union Plaza Office Building
On August 31, 1993, the lender concluded proceedings to realize upon its
security and took title to the property as described below.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Effective October 1, 1988, the long-term mortgage secured by the Union
Plaza office building in Oklahoma City, Oklahoma was modified. The maturity
date of the note was changed from December 1, 1993 to December 1, 1998, when
the outstanding principal balance and any unpaid interest was scheduled to be
due. The modification reduced the interest accrual rate from 13-1/2% to 6%
through September 30, 1990, then increasing periodically to 8.5% through
September 30, 1993. The monthly installments of $217,629 were reduced to
$52,721 commencing November 1988, and were to increase periodically to
$125,028 through October 31, 1993. Thereafter, the accrual rate and the pay
rate would be a specified market rate plus 3% adjusted annually. The Energy
Plaza venture had agreed to deposit all "excess cash flow", as defined, into a
savings account with the lender to pay deferred interest. As of August 31,
1993 (the title transfer date), no such excess cash flow had been deposited.
The Energy Plaza venture approached the mortgage lender in an effort to
negotiate further debt service relief. Effective November 1, 1991, the debt
service payment increased and the venture began making cash flow debt service
payments. The Partnership decided, based upon current market conditions and
other considerations relating to the property and the Partnership's portfolio,
not to commit any significant additional amounts to this property. On May 27,
1993, the lender posted the property for acceleration of the mortgage and all
accrued interest. The lender subsequently commenced proceedings to realize
upon its mortgage security and appointed a receiver to take over management of
the property upon foreclosure. On August 31, 1993, the lender concluded such
proceedings and took title to the property. Since the Partnership had
received, through the date of disposition, losses and distributions from the
property in the aggregate in excess of its original cash investment in the
property, the Partnership recognized a gain for financial reporting purposes
of $4,643,220 (net of the venture partner's share of $2,048,668) in 1993. In
addition, the Partnership recognized a gain in 1993 of $2,921,252 (net of the
venture partner's share of $9,011,723) for federal income tax purposes, with
no corresponding distributable proceeds. The venture remitted approximately
$854,000 of cash flow debt service payments in 1993.
(e) Greenway
In October 1992, the Greenway Tower venture refinanced the first and
second mortgage notes with a new first mortgage note of $9,000,000. The
initial advance of the note was $5,750,000 and allows for additional advances
of up to $3,250,000 for approved tenant improvements, leasing commissions,
interest advances, capital improvements and, under certain circumstances,
borrower equity repayments. As of March 31, 1994, the balance of the note is
$6,748,329 and $2,251,671 is available for future advances. Such replacement
financing matures October 31, 1999 and requires monthly installments of
interest equal to 3.75% per annum in excess of the lender's composite
commercial paper rate ("Contract Index Rate", 7.21% and 6.94% at March 31,
1994 and December 31, 1993, respectively). To the extent such rate exceeds 9%
in year one, 9.5% in year two, 10% in years three and four and 10.5% in years
five through seven ("Applicable Base Percentage Rate"), the venture may defer
the difference for a given month provided that the total interest deferred
does not exceed 10% of the existing loan balance. Any deferred interest is
due when and to the extent that in any one month the Contract Index Rate is
less than the Applicable Base Percentage Rate along with the existing
principal balance upon maturity of the loan. In addition, the lender
participates in 50% of the net cash flow from the property as well as in 50%
of any net proceeds resulting from the sale of the property. As of March 31,
1994, no such excess cash flow has been paid or is due to the lender. In
order to secure the replacement financing, the venture was required to make a
capital contribution of $635,574 ($286,008 of which was paid by the
Partnership); however, portions of this contribution may be refunded to the
venture as discussed above. In 1993, the Partnership received a partial refund
(approximately $104,000) of its original contribution.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(f) Garret Mountain Office Center
The Garret Mountain venture has approached the mortgage lender in an
effort to negotiate debt service relief on the 12-5/8% first mortgage note
secured by the Garret Mountain Office Center in West Paterson, New Jersey.
Effective November 1, 1993, the venture began making cash flow debt service
payments. The venture will continue to remit cash flow from the property to
the lender; however, such amount is expected to be less than the terms of the
current mortgage loan. As of March 31, 1994, there is $160,740 of interest
and $27,298 of principal in arrears on the first mortgage note. If the
venture is unable to secure additional relief, the Partnership may decide,
based upon current market conditions and other considerations relating to the
property and the Partnership's portfolio, not to commit any significant
additional amounts to the property. This would result in the Partnership no
longer having an ownership interest in the property. As a result, the
Partnership recorded a provision for value impairment of $785,084 in the
accompanying consolidated financial statements. Such provision, made as of
December 31, 1993, is recorded to reduce the net carrying value of the
investment property to the outstanding balance of the related non-recourse
debt. The loan has been classified at March 31, 1994 and December 31, 1993 as
a current liability in the accompanying consolidated balance sheets.
In October 1989, the venture obtained a short-term (one year) second
mortgage in the amount of $1,000,000 secured by the Garret Mountain Office
Center located in West Paterson, New Jersey. The second mortgage was
subsequently extended to September 1, 1991, August 1, 1992, August 1, 1993 and
July 31, 1996. The second mortgage balance as of March 31, 1994 is $732,914.
The second mortgage is payable in monthly installments of interest at the rate
of 8% along with monthly payments of principal of $1,000 through April 30,
1994 and $6,000 thereafter until maturity and is classified as long-term debt,
less current portion as of March 31, 1994 and December 31, 1993 in the
accompanying consolidated balance sheets.
(4) SALE OF INVESTMENT PROPERTIES
(a) Double Tree Apartments
On March 18, 1993, the Partnership sold the land, building, related
improvements and personal property of the Double Tree Apartments located in El
Paso, Texas. The sale price of the land, building, related improvements and
personal property was $5,550,000 (before selling costs and prorations), all of
which was paid in cash at closing. A portion of the cash proceeds was
utilized to retire the first mortgage note with an outstanding balance
including principal and deferred interest of $4,496,984. As a result of the
sale, the Partnership recognized a gain in 1993 of $2,070,917 for financial
reporting purposes and $4,026,621 for federal income tax purposes. Pursuant
to the sale, the Partnership received net sale proceeds of approximately
$1,022,000 (after retirement of the existing first mortgage note, payment of
loan fees, and certain other costs).
(b) Carlyle/Frontier
Effective October 31, 1993, the Partnership and an affiliate (Carlyle
Real Estate Limited Partnership - IX, a partnership sponsored by the General
Partners) sold through Carlyle/Frontier their interests in Frontier Mall
Associates, L.P. representing a total of a 70% interest in the Frontier Mall
property, to the Partnership's unaffiliated joint venture partner.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
The sale price of the Partnership's 35% interest in Frontier Mall was
$7,825,030 of which $4,325,030 represented the Partnership's 35% portion of
the first mortgage note and $3,500,000 represented sale proceeds (before costs
of sale and prorations). Approximately $3,300,000 was received in cash on
November 3, 1993. As a result of the sale, the Partnership recognized a gain
of $3,652,935 for financial reporting purposes and $5,825,970 for federal
income tax purposes.
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the Partner-
ship to the General Partners and their affiliates as of March 31, 1994 and for
the three months ended March 31, 1994 and 1993 were as follows:
Unpaid at
1994 1993 March 31, 1994
------- -------- ---------------
Property management and
leasing fees . . . . . . . . . . $41,174 75,018 1,831
Management fees to corporate
general partner. . . . . . . . . 10,417 10,417 --
Insurance commissions . . . . . . 70 2,440 --
Reimbursement (at cost) for
out-of-pocket expenses . . . . . 205 2,318 26
------- ------ -----
$51,866 90,193 1,857
======= ====== =====
The Corporate General Partner and its affiliates are entitled to reim-
bursement for salaries and direct expenses of officers and employees of the
Corporate General Partner and its affiliates relating to the administration of
the Partnership and operation of Partnership properties. In 1993, such costs
were $117,756, all of which were unpaid as of March 31, 1994. Any amounts
currently payable to the General Partners and their affiliates do not bear
interest and are expected to be paid in future periods.
(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for Greenway Tower and Carlyle
Seattle (note 1) for the three months ended March 31, 1994 and 1993 follows:
1994 1993
---------- ----------
Total income . . . . . . . . . . . . . . . . . . $5,387,616 5,504,763
========== ==========
Operating loss . . . . . . . . . . . . . . . . . $ 748,665 683,723
========== ==========
Partnership's share of loss. . . . . . . . . . . $ 172,092 166,955
========== ==========
(7) ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31, 1994
and for the three months ended March 31, 1994 and 1993.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
At March 31, 1994, the Partnership and its consolidated ventures had cash
and cash equivalents of approximately $1,002,000. Such funds and short-term
investments of approximately $14,235,000 are available for capital
improvements, distributions to partners and for working capital requirements
including possible operating deficits at Sunrise Mall. The Partnership and
its consolidated ventures have currently budgeted approximately $838,000 for
tenant improvements and other capital expenditures in 1994. The Partnership's
share of such items and its share of such similar items for its unconsolidated
ventures is currently budgeted to be approximately $656,000 in 1994. Actual
amounts expended in 1994 may vary depending on a number of factors including
actual leasing activity, results of property operations, liquidity
considerations and other market conditions over the course of the year. The
Partnership is undertaking a feasibility study to determine a financially
competitive expansion of Sunrise Mall to accommodate certain retail tenants
who have indicated an interest in possibly opening stores at the mall. In
addition, the Greenway Towers Office Building is incurring capital
improvements and operating deficits, which amounts are being funded from its
mortgage loan. This property was refinanced in October 1992 with a new first
mortgage that allows funding for tenant improvements, leasing commissions,
interest advances and capital improvements. As of March 31, 1994, $2,251,671
was available for future advances. Reference is made to Note 3(e). The
Greenway Towers Office Center in Dallas, Texas was 90% occupied at March 31,
1994. The second mortgage loan secured by both the Garret Mountain Office
Center and the venture was extended to July 31, 1996 in October 1993.
Reference is made to Note 3(f).
Many of the Partnership's investment properties currently operate in
overbuilt markets which are characterized by lower than normal occupancies
and/or reduced rent levels. Such competitive conditions have resulted in the
operating deficits described above.
As described more fully in Notes 2 and 3, the Partnership is negotiating
or has received mortgage loan modifications on certain of its properties. The
existing modifications received will begin to expire at various dates
beginning in December 1995. There can be no assurance that the Partnership
will be able to secure the modifications for which it is negotiating, or that
upon the expiration of the existing modifications the Partnership will be able
to secure further modifications to these loans. Commencing in December 1995,
certain of the mortgage loans securing the properties will begin to mature.
At maturity, there can be no assurance that the Partnership will be able to
obtain replacement financing. If the Partnership does not seek or is unable
to secure new or additional modifications or extensions to the loans, based
upon current and expected future market conditions, the Partnership would
likely decide not to commit any significant additional amounts to any of the
properties which are incurring, or in the future do incur, operating deficits.
This would result in the Partnership no longer having an ownership interest in
such properties. Such decisions would be made on a property-by-property basis
and could result in gain for financial reporting and federal income tax
purposes to the Partnership with no corresponding distributable proceeds.
Although new construction in the Seattle office market has virtually
ceased, the overall market remains very competitive due to significant amount
of vacant space on the market, including sublease space. Although the
occupancy (97% at March 31, 1994) at First Interstate Center has not been
adversely affected to date by the competitive office market, effective rental
rates have decreased as a result. Due to competitive market conditions and
the significant amount of expiring square footage over the next several years,
the property will reserve a portion of its cash flow to cover the re-leasing
costs required. The first mortgage loan secured by the property is scheduled
to mature in December 1995. The venture anticipates approaching the mortgage
lender regarding an extension or modification of the existing mortgage loan.
There can be no assurance that any such extension or modification will be
obtained.
In August 1990, the Holly Pond venture suspended debt service payments at
the Holly Pond Office Building. In addition, the Partnership has accrued
$36,000 for potential future environmental clean-up costs at the Holly Pond
property. Reference is made to Note 3(c).
The Garret Mountain venture has approached the mortgage lender in an
effort to negotiate debt service relief on the 12-5/8% first mortgage note
secured by the Garret Mountain Office Center in West Paterson, New Jersey.
Effective November 1, 1993, the venture began making cash flow debt service
payments. The venture will continue to remit cash flow from the property to
the lender; however, such amount is expected to be less than the terms of the
current mortgage loan. If the venture is unable to secure additional relief,
the Partnership may decide, based upon current market conditions and other
considerations relating to the property and the Partnership's portfolio, not
to commit any significant additional amounts to the property. This would
result in the Partnership no longer having an ownership interest in the
property. As a result, the Partnership recorded a provision for value
impairment of $785,084 in the accompanying consolidated financial statements.
Such provision, made as of December 31, 1993 is recorded to reduce the net
carrying value of the investment property to the outstanding balance of the
related non-recourse debt. The loan has been classified at March 31, 1994 and
December 31, 1993 as a current liability in the accompanying consolidated
balance sheets. In addition, approximately 32% (based on square footage) of
tenant leases at the Garret Mountain office building expire in 1994. There
can be no assurance that all of the expiring tenant space will be renewed.
The sources of capital for such items described above and for both short-
term and long-term future liquidity and distributions are expected to be
through net cash generated by the operations of the investment properties and
through the sale and refinancing of such investments. The Partnership's and
its ventures' mortgage obligations are all non-recourse except for the second
mortgage secured by both the Garret Mountain Office Center and the venture.
Therefore, the Partnership and its ventures are not obligated to pay mortgage
indebtedness on the non-recourse obligations unless the related property
produces sufficient net cash flow from operations or sale. There are certain
risks associated with the Partnership's investments made through joint
ventures including the possibility that the Partnership's joint venture
partner(s) in an investment might become unable or unwilling to fulfill its
(their) financial or other obligations, or that such joint venture partner(s)
may have economic or business interests or goals that are inconsistent with
those of the Partnership.
In response to the weakness of the economy and the limited amount of
available real estate financing in particular, the Partnership is taking steps
to preserve its working capital. Therefore, the Partnership is carefully
scrutinizing the appropriateness of any discretionary expenditures,
particularly in relation to the amount of working capital it has available.
By conserving working capital, the Partnership will be in a better position to
meet future needs of its properties without having to rely on external
financing sources.
Due to the factors discussed above and the general lack of buyers of real
estate today, it is likely that the Partnership may hold some of its
investment properties longer than originally anticipated in order to maximize
the return to the Limited Partners. On November 3, 1993, the Partnership
received proceeds from the sale of the Partnership's interest in the Frontier
Mall Partnership as more fully described in Note 4(b). A portion of such
proceeds was distributed to the Limited Partners in February 1994. Although
sale proceeds from the disposition of certain of the Partnership's remaining
assets are expected, in light of the current severely depressed real estate
markets, without a dramatic improvement in market conditions, the Limited
Partners will not receive a full return of their original investment.
RESULTS OF OPERATIONS
The decrease in short-term investments as of March 31, 1994 as compared
to December 31, 1993 is primarily due to the $3,456,423 distribution of
Frontier Mall sale proceeds as described above and operations made in February
1994.
The decrease in rents and other receivables as of March 31, 1994 as
compared to December 31, 1993 is due primarily to the timing of the receipt of
rental and escalation revenues related to 1993 at the Sunrise Mall.
The increases in escrow deposits and accrued real estate taxes as of
March 31, 1994 as compared to December 31, 1993 is due primarily to timing of
real estate tax payments of certain investment properties.
The decrease in accounts payable as of March 31, 1994 as compared to
December 31, 1993 is primarily due to the timing of payment of operating
expenses of certain investment properties.
The increase in accrued interest as of March 31, 1994 as compared to
December 31, 1993 is due primarily to the suspension of debt service payments
on the long-term mortgage loan secured by the Holly Pond Office Center.
Reference is made to Note 3(c).
The increase in investment in unconsolidated ventures at equity as of
March 31, 1994 as compared to December 31, 1993 is due to losses and
distributions from the Carlyle Seattle venture.
The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the three months ended March 31, 1994 as compared to the three
months ended March 31, 1993 are due primarily to the sale of Double Tree
Apartments in March 1993 and to the lenders obtaining legal title to the Union
Plaza office building in August 1993. Reference is made to Notes 3(d) and
4(a).
The decrease in interest income for the three months ended March 31, 1994
as compared to the three months ended March 31, 1993 is primarily due to a
decrease in the average balance of short-term investments in 1994.
The decrease in venture partners' share of ventures' operations for the
three months ended March 31, 1994 as compared to the three months ended March
31, 1993 is due primarily to the lenders obtaining legal title to the Union
Plaza office building in August 1993. Reference is made to Note 3(d).
The gain on sale of investment property of $2,070,917 in 1993 is due to
the sale of the Double Tree Apartments in March 1993. Reference is made to
Note 4(a).
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties.
<CAPTION>
1993 1994
------------------------------- -------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Holly Pond Office Center
Stamford, Connecticut. . . . . . . . . . . . . . . . 63% 74% 74% 85% 85%
2. Sunrise Mall
Brownsville, Texas . . . . . . . . . . . . . . . . . 89%(a) 89%(a) 89%(a) 89%(a) 86%(a)
3. Garret Mountain Office Center
West Paterson, New Jersey. . . . . . . . . . . . . . 99% 99% 99% 99% 99%
4. Silvermine Apartments
Victoria, Texas. . . . . . . . . . . . . . . . . . . 94% 97% 97% 99% 99%
5. Union Plaza Office Center
Oklahoma City, Oklahoma. . . . . . . . . . . . . . . 86% 80% N/A N/A N/A
6. Greenway Towers Office Building
Dallas, Texas. . . . . . . . . . . . . . . . . . . . 75% 70% 66% 80% 90%
7. Frontier Mall
Cheyenne, Wyoming. . . . . . . . . . . . . . . . . . 87% 89% 89% N/A N/A
8. First Interstate Center
Seattle, Washington. . . . . . . . . . . . . . . . . 96% 96% 97% 97% 97%
- - -------------
<FN>
(a) Occupancy including temporary tenants is: 95% at June 30, 1993; 96% at March 31, September 30 and December
31, 1993 and 93% at March 31, 1994.
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
4-A. Modification documents relating to the long-term mortgage note
secured by the Union Plaza Office Building are incorporated herein by
reference to the Partnership's report for December 1992 on From 10-K (File No.
0-9726) dated March 19, 1993.
4-B. Long-term mortgage note documents relating to the note secured by
the Sunrise Mall located in Brownsville, Texas are incorporated herein by
reference to the Partnership's Registration Statement on Post-Effective
Amendment No. 2 dated November 24, 1980 to Form S-11 (File No. 0-9726).
4-C. Long-term mortgage note documents relating to the first mortgage
note secured by the Garret Mountain Office Center located in West Paterson,
New Jersey are incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 dated November 24,
1980 to Forms S-11 (File No. 0-9726).
4-D. Long-term mortgage note documents relating to the second mortgage
note secured by the Garret Mountain Office Center located in West Paterson,
New Jersey and by the Garret Mountain venture are incorporated herein by
reference to Exhibit 4-D to the Partnership's report for December 31, 1992 on
Form 10-K (File No. 0-9726) dated March 19, 1993.
4-E. Modification documents relating to the long term second mortgage
note secured by the Garret Mountain Office Center located in West Paterson,
New Jersey are hereby incorporated herein by reference to Exhibit 4-E to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-9726)
dated March 19, 1993.
10-A. Acquisition documents relating to the purchase by the Partnership
of an interest in the Union Plaza Office Building located in Oklahoma City,
Oklahoma are incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 0-9726) dated May 29, 1980.
10-B. Acquisition documents relating to the purchase by the Partnership
of an interest in the Sunrise Mall located in Brownsville, Texas are
incorporated herein by reference to the Partnership's Registration Statement
on Post-Effective Amendment No. 2 dated November 24, 1980 to Form S-11 (File
No. 0-9726).
10-C. Acquisition documents relating to the purchase by the Partnership
of an interest in the Garret Mountain Office Center located in West Paterson,
New Jersey are incorporated by reference herein to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 dated November 24,
1980 to Form S-11 (File No. 0-9726).
10-D. The notice of sale by the Resolution Trust Corporation and
exhibits thereto relating to the lender realizing upon its security in the
Union Plaza Office Building in Oklahoma City, Oklahoma are hereby incorporated
herein by reference to the Partnership's report on Form 8-K (File No. 0-9726),
dated September 15, 1993.
10-E. Partnership interest purchase documents and exhibits thereto
relating to the sale of the Partnership's interest in Frontier Mall in
Cheyene, Wyoming are hereby incorporated herein by reference to the
Partnership's report on Form 8-K (File No. 0-9726), dated November 12, 1993.
10-F. Sale documents and exhibits thereto relating to the sale of the
Doubletree Apartments located in El Paso, Texas are hereby incorporated herein
by reference to the Partnership's report on Form 8-K (File No. 0-9726) dated
April 26, 1993.
Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements to
the Securities and Exchange Commission upon request.
(b) No reports on Form 8-K have been filed for the quarter covered by this
report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 11, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person in the capacity and on
the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 11, 1994
