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 June 30, 1995 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. . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 18
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 22
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 23
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 2,993,801 23,719,647
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 12,247,380 3,120,977
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . 252,917 486,909
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,197 58,984
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,661,295 27,386,517
------------ ------------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,035,308 4,131,489
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,685,524 33,306,914
------------ ------------
26,720,832 37,438,403
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . 15,201,584 18,745,887
------------ ------------
Total investment properties, net of accumulated depreciation. . . . . . . . 11,519,248 18,692,516
------------ ------------
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 2,673,691 2,769,146
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,999 431,095
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342,070 483,016
------------ ------------
$ 30,350,303 49,762,290
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
----------------------------------------------------
JUNE 30, DECEMBER 31,
1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt (note 3) . . . . . . . . . . . . . . . . . . . $ 5,452,352 12,621,045
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373,058 552,291
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,204,242 3,180,147
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 552,006 441,696
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 9,581,658 16,795,179
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,170 84,128
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 5,550,261 5,370,037
Long-term debt, less current portion (note 3). . . . . . . . . . . . . . . . . . . 11,648,058 12,391,857
------------ ------------
Commitments and contingencies (notes 1, 2, 3 and 4)
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,798,147 34,641,201
Venture partners' subordinated equity in ventures. . . . . . . . . . . . . . . . . 4,774,449 5,311,743
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,466,636) (4,471,087)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (934,944) (928,694)
------------ ------------
(5,400,580) (5,398,781)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,487,694) (18,607,246)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (68,383,728) (56,234,336)
------------ ------------
4,178,287 15,208,127
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . . . . . . . (1,222,293) 9,809,346
------------ ------------
$ 30,350,303 49,762,290
============ ============
<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 AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . $ 1,108,193 2,461,149 2,369,191 4,365,249
Interest income. . . . . . . . . . . . . . . . . . . . 208,414 141,929 541,281 278,725
----------- ---------- ----------- ----------
1,316,607 2,603,078 2,910,472 4,643,974
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . 437,349 767,230 935,363 1,541,812
Depreciation . . . . . . . . . . . . . . . . . . . . . 149,222 296,856 323,587 593,713
Property operating expenses. . . . . . . . . . . . . . 604,723 1,101,523 1,241,124 1,971,370
Professional services. . . . . . . . . . . . . . . . . 87,129 145,910 220,568 265,278
Amortization of deferred expenses. . . . . . . . . . . 7,924 50,332 25,017 93,497
Management fees to corporate
general partner. . . . . . . . . . . . . . . . . . . -- 10,417 10,416 20,834
General and administrative . . . . . . . . . . . . . . 63,650 43,145 127,820 108,478
----------- ---------- ----------- ----------
1,349,997 2,415,413 2,883,895 4,594,982
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . . . . . . . . (33,390) 187,665 26,577 48,992
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . . (138,735) (160,463) (253,179) (332,555)
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . 140 10,177 316 25,609
----------- ---------- ----------- ----------
Net operating earnings (loss). . . . . . . . . . (171,985) 37,379 (226,286) (257,954)
Gain on sale of interest in investment
property, (note 4(c)). . . . . . . . . . . . . . . . . -- -- 1,350,289 --
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . $ (171,985) 37,379 1,124,003 (257,954)
=========== ========== =========== ==========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss). . . . . . . . $ (1.65) .36 (2.17) (2.48)
Gain on sale of interest in
investment property
(note 4(c)). . . . . . . . . . . . . . . . -- -- 13.37 --
----------- ---------- ----------- ----------
$ (1.65) .36 11.20 (2.48)
=========== ========== =========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . . . $ -- 1.50 121.50 36.00
=========== ========== =========== ==========
<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
SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,124,003 (257,954)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,587 593,713
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 25,017 93,497
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,179 332,555
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . (316) (25,609)
Gain on sale of interest in investment property (note 4(c)). . . . . . . . . . . . (1,350,289) --
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,517) 109,413
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (132,683) (255,593)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,869 42,761
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,600) (123,533)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317,531 372,070
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,310 269,722
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (630) 4,717
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 606,461 1,155,759
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments . . . . . . . . . . . (9,126,403) 3,171,889
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (144,687) (127,540)
Cash proceeds from sale of interest in investment property (note 4(c)) . . . . . . . 50,000 --
Cash proceeds from prepayment of note receivable (note 4(c)) . . . . . . . . . . . . 225,000 --
Partnership's distributions from unconsolidated venture. . . . . . . . . . . . . . . 22,500 133,500
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (84,011) (138,726)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . . . . (9,057,601) 3,039,123
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1995 1994
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (119,064) (131,971)
Venture partner's contributions to venture . . . . . . . . . . . . . . . . . . . . . -- 13,593
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (12,149,392) (3,600,165)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (6,250) (12,501)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (12,274,706) (3,731,044)
------------ -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,725,846) 463,838
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . 23,719,647 975,562
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 2,993,801 1,439,400
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 617,832 1,169,742
============ ===========
Non-cash investing and financing activities:
Sale of interest in investment property (note 4(c)):
Gain on sale of interest in investment property. . . . . . . . . . . . . . . . . $ 1,350,289 --
Basis of interest in investment property . . . . . . . . . . . . . . . . . . . . (1,075,289) --
Note receivable (collected in April 1995). . . . . . . . . . . . . . . . . . . . (225,000) --
------------ -----------
Cash proceeds from sale of interest in investment property . . . . . . . . . $ 50,000 --
============ ===========
<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
JUNE 30, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1994 which are
included in the Partnership's 1994 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") (sold in January 1995, note 4(c)), Victoria Apartments
Partnership ("Victoria") (sold in November 1994, note 4(a)) 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") (partially sold
in December 1994, 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") 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 six months ended June 30:
1995 1994
----------------------- -----------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net earnings
(loss). . . . . . . . $1,124,003 2,303,086 (257,954) (547,944)
Net earnings
(loss) per
limited
partnership
interest. . . . . . . $ 11.20 22.80 (2.48) (5.26)
========== ========= ========= =========
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 the duration of the Partnership, in
the recognition of net gain for financial reporting and Federal income tax
purposes.
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
purpose of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($2,910,134 and $23,385,955 at June 30, 1995 and December 31, 1994, respec-
tively) as cash equivalents with any remaining amounts (generally with
maturities of one year or less) reflected as short-term investments being
held to maturity.
Deferred expenses consist primarily of leasing fees incurred in
connection with procuring tenants and loan fees incurred in connection with
the acquisition of the properties. Deferred leasing fees are amortized
using the straight-line method over the terms stipulated in the related
agreements. Deferred loan fees are amortized over the related loan
periods.
Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis.
During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.
The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness. An impairment loss under SFAS 121
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current impairment policy, without regard to the amount,
if any, of cash proceeds received by the Partnership in connection with the
disposition. Although implementation of this new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to Partners.
(2) VENTURE AGREEMENTS
(a) General
The Partnership, at June 30, 1995, is a party to four 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 six months ended June 30,
1995 and 1994, one and two, respectively, 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
On December 1, 1994, Carlyle Seattle sold 49.95% of its interest in
First Interstate (note 4(b)).
During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between Carlyle Seattle 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 ("C-XII"), an affiliated
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 all
the capital contributions will be made in the proportion of 26.7% by the
Partnership and 73.3% by C-XII. 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 First Interstate'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 C-XII.
Prior to the sale transaction, Carlyle Seattle was generally entitled
to receive a preferred distribution (on a cumulative basis) of annual cash
flow equal to 8% of its capital contributions to First Interstate. Cash
flow in excess of this preferred distribution was distributable to the
First Interstate joint venture partner up to the next $400,000 and any
remaining annual cash flow was distributable 50% to Carlyle Seattle and 50%
to the First Interstate joint venture partner. Operating profits or losses
of First Interstate generally were allocated in the same ratio as the
allocation of annual cash flow, however, the joint venture partner was to
be allocated not less than 25% of such profits and losses.
In connection with the sale transaction, the First Interstate Venture
Agreement has been amended to convert Carlyle Seattle's remaining general
partnership interest to a limited partnership interest. Additionally, the
amendment states that no profits, income or gain shall be allocable to
Carlyle Seattle except to the extent that Carlyle Seattle receives
distributions from First Interstate and operating losses shall be allocated
to the extent of Carlyle Seattle's positive capital account balance and
thereafter at 25.025%. The amended Venture Agreement provides that any
distributions to Carlyle Seattle are subordinate to the joint venture
partner's preferred return (as defined). It is not anticipated that any
distributions will be made to Carlyle Seattle from operations subsequent to
the initial sale transaction. Additionally, effective December 1, 1994,
the equity method of accounting has been applied with respect to Carlyle
Seattle's interest in First Interstate as Carlyle Seattle's interest has
decreased to less than 50% and been converted to a limited partnership
interest.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(c) Park Place Associates
In April 1986, as a result of defaults by the venture partner in its
obligations under the joint venture partnership and related agreements, the
venture partner transferred its interest in the joint venture to the
Partnership and the two individual principals of the venture partner signed
non-interest bearing promissory notes in the aggregate amount of $1,000,000
payable to the joint venture on April 24, 1991. The notes were not
recorded in the Partnership's prior consolidated financial statements due
to the unlikelihood of their collection. However, the Partnership pursued
collection and obtained judgments against the makers of the notes
aggregating $1,024,000 for which enforcement was pursued. In April 1995,
the Partnership executed a settlement agreement whereby the judgements were
satisfied in full by a cash payment of $30,000 and the transfer of title to
certain residential real estate, subject to a first mortgage indebtedness.
Although the residential real estate is being marketed for sale, the
Partnership expects that sale proceeds in excess of the first mortgage
indebtedness will be nominal. As a result, this transaction has not been
recorded in the accompanying consolidated financial statements.
(3) DEBT MODIFICATIONS/REFINANCINGS
(a) 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 with a
scheduled maturity of June 1, 1997 and 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 notified the owner
of the neighboring land parcel and subsequently initiated litigation
regarding the responsibility for the clean-up of the contaminant. As a
result, the lender temporarily suspended its efforts to obtain title to the
property pending the results of the venture's investigation and litigation.
Although the Partnership believes the owner of the neighboring parcel will
ultimately bear financial responsibility for the clean-up, the Partnership
has accrued $21,600 as of December 31, 1994 and $18,000 as of June 30, 1995
for potential future costs related to the clean-up. Such accruals are
reflected in accounts payable in the accompanying consolidated balance
sheets. 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 and, at that time, the Partnership will
recognize a gain for financial reporting and Federal income tax purposes
without any corresponding distributable proceeds. The Partnership
anticipates that the lender will finalize proceedings to obtain title to
the property in 1995. The loan has been classified at June 30, 1995 and
December 31, 1994 as a current liability in the accompanying consolidated
financial statements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(b) 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 June 30, 1995, the
balance of the note is $7,456,038 and $1,543,962 remains available for
future advances. Such replacement financing matures October 31, 1999 and
requires monthly installments of interest equal to the "Contract Index
Rate" (approximately 10.01% and 9.09% at June 30, 1995 and December 31,
1994, respectively), computed as 3.75% per annum in excess of the lender's
composite commercial paper rate. 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 June 30, 1995, no such excess cash flow or sale proceeds participation
has been paid or accrued by Greenway. 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.
Through June 30, 1995, the Partnership has received a partial refund of
approximately $216,000 of its original contribution.
(c) Garret Mountain Office Center
The Garret Mountain venture approached the first 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 remitted cash flow from the property to the first
mortgage lender through March 1994, at which time an agreement was reached
whereby reduced monthly payments were submitted while negotiations
continued. The venture was unable to finalize a modification of the debt
with the first mortgage lender and subsequently reached an agreement in
principle with another mortgage lender to retire the first and second
mortgage notes with a new first mortgage note. As a result of the
uncertainty of the outcome of the lender negotiations, the Partnership at
December 31, 1993 recorded a provision for value impairment of $785,084 to
reduce the net carrying value of the investment property to the then
outstanding balance of the related non-recourse debt. The first mortgage
loan has been classified as a current liability in December 31, 1994 in the
accompanying consolidated balance sheet. The Partnership sold its interest
in this venture to its venture partner in January, 1995 (note 4(c)).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(4) SALE OF INVESTMENT PROPERTIES
(a) Silvermine Apartments
On November 29, 1994, the Partnership through its venture, Victoria
Apartments Partnership, sold the land, buildings, related improvements and
personal property of the Silvermine Apartments, located in Victoria, Texas,
to an unaffiliated buyer. The sales price was $5,750,000. After
retirement of the related mortgage note, payment of a mortgage prepayment
fee, closing costs and prorations, cash proceeds from the sale was
$1,635,663, of which the Partnership received $1,143,216. As a result of
the sale, the Partnership recognized a net gain of $1,601,796 (comprised of
a gain on sale of investment property of $1,748,652 and an extraordinary
loss of $146,856 due to the prepayment fee and the retirement of deferred
expenses related to the mortgage note) for financial reporting purposes,
net of the venture partner's share of $1,150,550 in 1994. In addition, the
Partnership recognized a gain in 1994 of $3,161,480 for Federal income tax
purposes.
(b) First Interstate Center
In May 1994, Carlyle Seattle executed an agreement which issued an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% Carlyle
Seattle interest between one year and two years after the initial sale
closing. On December 1, 1994 (initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its
interest. The unaffiliated venture partner paid $5,000,000 cash for the
option of the unaffiliated venture partner to purchase the remaining 50.05%
of Carlyle Seattle's interest in First Interstate. Additionally, the
unaffiliated venture partner loaned $15,000,000 cash (bearing interest at a
rate of 9% per annum with accrued interest and unpaid principal due on
January 1, 1997) and is secured by Carlyle Seattle's remaining 50.05%
interest in First Interstate. The exercise price for the remaining 50.05%
interest is $21,350,000 if the purchase option is exercised one year from
the initial closing, increasing up to $22,850,000 at the termination of the
option period. The $5,000,000 option purchase price paid at the initial
closing and the balance of unpaid principal and accrued interest on the
$15,000,000 Carlyle Seattle loan can be applied toward the exercise price.
There can be no assurance that such option will be exercised. At December
31, 1994, Carlyle Seattle has recorded a note payable to the unaffiliated
venture partner in the amount of $15,000,000 plus accrued interest and a
deferred gain of $5,000,000 for the cash option payment. See note 2(b) for
a discussion of the restructuring of First Interstate. The Partnership's
share of proceeds from this sale transaction was approximately $10,754,000.
Carlyle Seattle recognized a gain of $34,583,869 (of which the
Partnership's share was $9,373,572) for financial reporting purposes in
1994 and a gain of $83,565,440 (of which the Partnership's share was
$22,340,642) for Federal income tax purposes in 1994.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(c) Garret Mountain
On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. The sale price was $300,000,
represented by $50,000 in cash at closing and an interest bearing note for
$250,000 originally due February 1, 1997. The note provided that at any
time on or prior to April 25, 1995, the venture partner could prepay the
note in whole, without penalty or additional interest, by the payment to
the Partnership a discounted sum of $225,000, together with any accrued but
unpaid interest then owing on the outstanding principal balance of the note
on the date of such discounted prepayment. The venture partner exercised
this option on April 24, 1995, therefore, the sale price was adjusted to
$275,000 to reflect the discounted payment. The note earned interest at
10% per annum and was payable in monthly payments of interest only until
maturity when the full principal balance was scheduled to be due.
As a result of the sale of its interest, the Partnership has
recognized in 1995 a gain of $1,350,298 for financial reporting purposes
and expects to recognize a gain of approximately $2,295,000 in 1995 for
Federal income tax purposes.
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of June 30,
1995 and for the six months ended June 30, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Unpaid at
June 30,
1995 1994 1995
-------- ------ -------------
<S> <C> <C> <C>
Property management
and leasing fees. . . . . . . . . $ 92,196 89,283 --
Management fees to
corporate general
partner . . . . . . . . . . . . . 10,416 20,834 --
Insurance commissions. . . . . . . 12,602 12,524 --
Reimbursement (at
cost) for out-of-
pocket expenses . . . . . . . . . 272 291 --
-------- ------- -----
$115,486 122,932 --
======== ======= =====
</TABLE>
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. For fiscal
1994 and for the six months ended June 30, 1995, such costs were $90,564
and $52,725, respectively, all of which have been paid as of June 30, 1995.
Subsequent to June 30, 1995, the Managing General Partner of the
Partnership has determined to use an independent third party or parties to
perform certain of these administrative services beginning in late 1995.
Use of a third party, rather than reimbursement to the Managing General
Partner and its affiliates, is not expected to have a material effect on
the operations of the Partnership.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for Greenway Tower and Carlyle
Seattle (note 1) for the six months ended June 30, 1995 and 1994 follows:
1995 1994
---------- ----------
Total income. . . . . . . . . . . . $1,064,884 10,932,213
========== ==========
Operating loss. . . . . . . . . . . $ 837,121 1,477,322
========== ==========
Partnership's share
of loss . . . . . . . . . . . . . $ 253,179 332,555
========== ==========
(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 June 30, 1995
and for the three and six months ended June 30, 1995 and 1994.
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 June 30, 1995, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $2,994,000. Such funds and
short-term investments of approximately $12,247,000 are available for
capital improvements, distributions to partners and working capital
requirements. The Partnership and its consolidated ventures have currently
budgeted approximately $236,000 for tenant improvements and other capital
expenditures in 1995. The Partnership's share of such items and its share
of such similar items for its unconsolidated venture is currently budgeted
to be approximately $410,000 in 1995. Actual amounts expended in 1995 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 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
refinancing of such investments. The Partnership intends to relinquish its
interest in the Holly Pond venture in 1995 and thus does not consider this
investment a future source of operational cash generated. Additionally,
the Greenway Tower Office Building is generating nominal operating cash
flow, in which the lender participates. Reference is made to Note 3(c).
The Partnership does not consider this investment a short-term source of
operational cash generated.
In August, 1990, the Holly Pond venture suspended debt service
payments at the Holly Pond Office Center. The Partnership anticipates that
the lender will finalize proceedings to obtain title to this property in
1995. 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. In
addition, the Partnership has accrued $18,000 at June 30, 1995 for
potential future environmental clean-up costs at the Holly Pond property.
Reference is made to Note 3(a).
The Partnership is undertaking a feasibility study to determine a
financially competitive expansion of Sunrise Mall (which potentially would
be funded from the Partnership's working capital and net cash generated
from operations) to accommodate certain retail tenants who have indicated
an interest in possibly opening stores at the mall. The Greenway Tower
Office Building (92% leased at June 30, 1995) has been incurring
significant capital improvement expenditures, primarily resulting from
leasing costs. These expenditures are being funded from its mortgage loan
which allows funding for tenant improvements, leasing commissions, interest
advances and capital improvements. As of June 30, 1995, $1,543,962 remains
available for future advances. Reference is made to Note 3(b).
On November 29, 1994, the Partnership through its venture, Victoria
Apartments Partnership, sold the land, buildings, related improvements and
personal property of the Silvermine Apartments, located in Victoria, Texas,
to an unaffiliated buyer. The sales price was $5,750,000. After
retirement of the related mortgage note, payment of a mortgage prepayment
fee, closing costs and prorations, cash proceeds from the sale was
$1,635,663, of which the Partnership received $1,143,216. As a result of
the sale, the Partnership recognized a net gain of $1,601,796 (comprised of
a gain on sale of investment property of $1,748,652 and an extraordinary
loss of $146,856 due to the prepayment fee and the retirement of deferred
expenses related to the mortgage note) for financial reporting purposes,
net of the venture partner's share of $1,150,550. In addition, the
Partnership recognized a gain in 1994 of $3,161,480 for Federal income tax
purposes.
In May 1994, Carlyle Seattle executed an agreement which issued an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% Carlyle
Seattle interest between one year and two years after the initial sale
closing. On December 1, 1994 (initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its
interest. The unaffiliated venture partner paid $5,000,000 cash for the
option of the unaffiliated venture partner to purchase the remaining 50.05%
of Carlyle Seattle's interest in First Interstate. Additionally, the
unaffiliated venture partner loaned $15,000,000 cash (bearing interest at a
rate of 9% per annum with accrued interest and unpaid principal due on
January 1, 1997) and is secured by Carlyle Seattle's remaining 50.05%
interest in First Interest. The exercise price for the remaining 50.05%
interest is $21,350,000 if the purchase option is exercised one year from
the initial closing, increasing up to $22,850,000 at the termination of the
option period. The $5,000,000 option purchase price paid at the initial
closing and the balance of unpaid principal and accrued interest on the
$15,000,000 Carlyle Seattle loan can be applied toward the exercise price.
There can be no assurance that such option will be exercised. At December
31, 1994, Carlyle Seattle has recorded a note payable to the unaffiliated
venture partner in the amount of $15,000,000 plus accrued interest and a
deferred gain of $5,000,000 for the cash option payment. See Note 2(b) for
a discussion of the restructuring of First Interstate. The Partnership's
share of proceeds from this sale transaction was approximately $10,754,000.
Carlyle Seattle recognized a gain of $34,583,869 (of which the
Partnership's share was $9,373,572) for financial reporting purposes in
1994 and a gain of $83,565,440 (of which the Partnership's share was
$22,340,642) for Federal income tax purposes in 1994.
On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. The sale price was $300,000,
represented by $50,000 in cash at closing and an interest bearing note for
$250,000 originally due February 1, 1997. The note provided that at any
time on or prior to April 25, 1995, the venture partner could prepay the
note in whole, without penalty or additional interest, by the payment to
the Partnership a discounted sum of $225,000, together with any accrued but
unpaid interest then owing on the outstanding principal balance of the note
on the date of such discounted prepayment. The venture partner exercised
this option on April 24, 1995, therefore, the sale price was adjusted to
$275,000 to reflect the discounted payment. The note earned interest at
10% per annum and was payable in monthly payments of interest only until
maturity when the full principal balance was scheduled to be due.
As a result of the sale of its interest in the Garret Mountain
venture, the Partnership in 1995 has recognized a gain of $1,350,298 for
financial reporting purposes and expects to recognize a gain of
approximately $2,295,000 in 1995 for Federal income tax purposes.
The Partnership's and its ventures' mortgage obligations are all non-
recourse. 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.
While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
philosophy and approach has been to aggressively and creatively manage the
Partnership's real estate assets to attract and retain tenants. Net
effective rents to the landlord from renewal tenants are much more
favorable than lease terms which can be negotiated with new tenants.
However, the Partnership's capital resources must also be preserved and
allocated in such a manner as to maximize the total value of the portfolio.
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. The Partnership has also sought or is seeking additional loan
modifications where appropriate. By conserving working capital, the
Partnership will be in a better position to meet the future needs of its
properties since outside sources of capital may be limited. On November
29, 1994, the Partnership received proceeds from the sale of the Silvermine
Apartments and on various dates during 1994, the Partnership received
proceeds from the sale of a portion of its interest in the Carlyle Seattle
Venture, as more fully described in Notes 4(a) and 4(b), respectively. A
portion of such proceeds was distributed to the Limited Partners in
February 1995. As previously reported, due to these factors, the
Partnership has held certain of its investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners. Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining assets, without a
dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment. In an effort to
reduce partnership operating expenses, the Partnership has elected to make
a single annual operating distribution each year beginning in November
1995.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents as of June 30, 1995 as
compared to December 31, 1994 is primarily due to the Partnership's
$12,155,642 distribution of Silvermine Apartments and Carlyle Seattle sale
proceeds made to the Limited Partners in February, 1995. This decrease and
the increase in short-term investments as of June 30, 1995 as compared to
December 31, 1994 is also due to a larger amount of investments in U.S.
Government obligations being classified as cash equivalents at December 31,
1994 as compared to June 30, 1995. Reference is made to Note 1.
The decreases in rents and other receivables, investment properties,
accumulated deprecation, deferred expenses, accrued rents receivable,
current portion of long-term debt, accounts payable, tenant security
deposits, long-term debt less current portion and venture partners'
subordinated equity in ventures at June 30, 1995 as compared to December
31, 1994 are primarily due to the sale of the Partnership's interest in the
Garret Mountain venture in January 1995. Reference is made to Note 4(c).
The increase in escrow deposits and accrued real estate taxes at June
30, 1995 as compared to December 31, 1994 is primarily due to the timing of
payment of real estate taxes at Sunrise Mall. The increase in escrow
deposits is partially offset by the sale of the Partnership's interest in
the Garret Mountain venture in January 1995. Reference is made to Note
4(c).
The increase in accrued interest at June 30, 1995 as compared to
December 31, 1994 is primarily due to the suspension of debt service
payments in 1990 on the mortgage loan secured by the Holly Pond Office
Center. Reference is made to Note 3(a). The increase is partially offset
by a reduction of accrued interest which resulted from the sale of the
Partnership's interest in the Garret Mountain venture in January 1995.
Reference is made to Note 4(c).
The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses, amortization of deferred
expenses and venture partner's share of venture's operations for the three
and six months ended June 30, 1995 as compared to the three and six months
ended June 30, 1994 is primarily due to the sale of Silvermine Apartments
in November 1994 and the sale of the Partnership's interest in the Garret
Mountain venture in January 1995. Reference is made to Notes 4(a) and
4(c).
The increase in interest income for the three and six months ended
June 30, 1995 as compared to the three and six months ended June 30, 1994
is primarily the result of an increase in the average balance of
investments in U.S. Government obligations in 1995. This increase is also
due to an increase in the average rate of interest earned on investments in
U.S. Government obligations in 1995.
The decrease in management fees to corporate general partner for the
three and six months ended June 30, 1995 as compared to the three and six
months ended June 30, 1994 is due to the Partnership electing to make a
single annual distribution to the partners as discussed above. Management
fees to the corporate general partner are earned as distributions are made.
The decrease in Partnership's share of operations of unconsolidated
ventures for the three and six months ended June 30, 1995 as compared to
the three and six months ended June 30, 1994 is primarily due to the sale
of a portion of the Partnership's interest in Carlyle Seattle in December
1994. Reference is made to Note 4(b).
The gain on sale of interest in investment property for the six months
ended June 30, 1995 is due to the sale of the Partnership's interest in the
Garret Mountain venture in January 1995. Reference is made to Note 4(c).
<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>
1994 1995
-------------------------------- -----------------------------
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 . . . . . . . . . . . . . 85% 92% 90% 83% 93% 90%
2. Sunrise Mall
Brownsville, Texas. . . . . . . . . . . . . . . 86% 85% 85% 90% 89% 89%(a)
3. Garret Mountain Office Center
West Paterson, New Jersey . . . . . . . . . . . 99% 92% 94% 94% N/A N/A
4. Silvermine Apartments
Victoria, Texas . . . . . . . . . . . . . . . . 99% 100% 98% N/A N/A N/A
5. Greenway Towers Office Building
Dallas, Texas . . . . . . . . . . . . . . . . . 90% 89% 90% 94% 92% 86%
6. First Interstate Center
Seattle, Washington . . . . . . . . . . . . . . 97% 99% 97% 97% 97% 94%
-------------
<FN>
(a) Occupancy including temporary tenants is 95%.
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. 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. 0-66350).
10-A. 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. 0-66350).
10-B. Agreement for Purchase and sale of real estate and related
property, dated October 13, 1994, by and between DMC-Silvermine Apartments
limited ("Seller") and TGM Realty Corp. #3 ("Purchaser") is incorporated
herein by reference to the Partnership's Report for November 29, 1994 on
Form 8-K (File No. 0-9726) dated March 23, 1995.
10-C. Letter regarding sale/option and partnership amendment, dated
May 15, 1994, between Carlyle Seattle Associates and 999 Third Avenue, Ltd.
relating to the First Interstate Center in Seattle, Washington is hereby
incorporated herein by reference to the Partnership's report for June 30,
1994 on Form 10-Q (File No. 0-9726) dated August 12, 1994.
10-D. Agreement of Limited Partnership of Wright-Carlyle Seattle
Limited Partnership, dated November 30, 1994, between Wright Runstad
Properties L.P., and Carlyle Seattle Associates is incorporated herein by
reference to the Partnership's Report for December 1, 1994 on Form 8-K
(File No. 0-9726) dated March 23, 1995.
10-E. Documents relating to the sale of the Partnership's interest in
the Garret Mountain venture are incorporated herein by reference to the
Partnership's report for March 31, 1995 on Form 10-Q (File No. 0-9726)
dated May 11, 1995.
27. Financial Data Schedule
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: August 9, 1995
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: August 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED
IN SUCH REPORT.
</LEGEND>
<CIK> 0000314459
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
<S> <C>
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<PERIOD-END> JUN-30-1995
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0
0
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<EPS-PRIMARY> 11.20
<EPS-DILUTED> 11.20
</TABLE>
