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 September 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 . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 22
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 9,610,135 23,719,647
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 5,875,423 3,120,977
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . 250,951 486,909
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,642 58,984
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,972,151 27,386,517
------------ ------------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,035,308 4,131,489
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,744,039 33,306,914
------------ ------------
26,779,347 37,438,403
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . 15,350,791 18,745,887
------------ ------------
Total investment properties, net of accumulated depreciation. . . . . . . . 11,428,556 18,692,516
------------ ------------
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 1,311,653 2,769,146
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165,024 431,095
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338,852 483,016
------------ ------------
$ 29,216,236 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)
----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
Current liabilities:
Current portion of long-term debt (note 3) . . . . . . . . . . . . . . . . . . . $ 5,458,395 12,621,045
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403,299 552,291
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,362,269 3,180,147
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 639,270 441,696
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 9,863,233 16,795,179
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,169 84,128
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 5,640,374 5,370,037
Long-term debt, less current portion (note 3). . . . . . . . . . . . . . . . . . . 11,580,287 12,391,857
------------ ------------
Commitments and contingencies (notes 1, 2, 3 and 4)
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,103,063 34,641,201
Venture partners' subordinated equity in ventures. . . . . . . . . . . . . . . . . 4,774,303 5,311,743
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,524,189) (4,471,087)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (934,944) (928,694)
------------ ------------
(5,458,133) (5,398,781)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,868,978) (18,607,246)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (68,383,728) (56,234,336)
------------ ------------
2,797,003 15,208,127
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . . . . . . . (2,661,130) 9,809,346
------------ ------------
$ 29,216,236 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 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . $ 1,185,467 1,937,640 3,554,658 6,276,939
Interest income. . . . . . . . . . . . . . . . . . . . 216,541 193,589 757,822 472,314
----------- ---------- ----------- ----------
1,402,008 2,131,229 4,312,480 6,749,253
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . 436,545 764,529 1,371,908 2,306,341
Depreciation . . . . . . . . . . . . . . . . . . . . . 149,207 309,736 472,794 903,449
Property operating expenses. . . . . . . . . . . . . . 697,464 967,328 1,938,588 2,938,698
Professional services. . . . . . . . . . . . . . . . . 972 18,557 221,540 283,835
Amortization of deferred expenses. . . . . . . . . . . 7,921 53,104 32,938 146,601
Management fees to corporate
general partner. . . . . . . . . . . . . . . . . . . -- 10,418 10,416 31,252
General and administrative . . . . . . . . . . . . . . 96,731 49,912 224,551 132,440
----------- ---------- ----------- ----------
1,388,840 2,173,584 4,272,735 6,742,616
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . . . . . . . . 13,168 (42,355) 39,745 6,637
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . . (1,452,151) (256,462) (1,705,330) (589,017)
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . 146 27,988 462 53,597
----------- ---------- ----------- ----------
Net operating loss . . . . . . . . . . . . . . . (1,438,837) (270,829) (1,665,123) (528,783)
Gain on sale of interest in investment
property, (note 4(c)). . . . . . . . . . . . . . . . . -- -- 1,350,289 --
----------- ---------- ----------- ----------
Net loss . . . . . . . . . . . . . . . . . . . . $(1,438,837) (270,829) (314,834) (528,783)
=========== ========== =========== ==========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- ----------
Net loss per limited
partnership interest:
Net operating loss . . . . . . . . . . . . . $ (13.81) (2.60) (15.98) (5.08)
Gain on sale of interest in
investment property
(note 4(c)). . . . . . . . . . . . . . . . -- -- 13.37 --
----------- ---------- ----------- ----------
$ (13.81) (2.60) (2.61) (5.08)
=========== ========== =========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . . . $ -- 1.50 121.50 37.50
=========== ========== =========== ==========
<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
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (314,834) (528,783)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 472,794 903,449
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 32,938 146,601
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,705,330 589,017
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . (462) (53,597)
Gain on sale of interest in investment property (note 4(c)). . . . . . . . . . . . (1,350,289) --
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . (21,551) (154,828)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (201,128) (385,121)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,087 64,220
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,359) (276,909)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,558 565,401
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197,574 350,280
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369 (6,104)
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 990,027 1,213,626
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments . . . . . . . . . . . (2,754,446) 3,062,098
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (203,202) (440,542)
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. . . . . . . . . . . . . . . 22,500 400,500
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102,957) (290,974)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . . . . (2,763,105) 2,731,082
------------ -----------
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 . . . . . . . . . . . . . . . . . . . . . . . . (180,792) (229,660)
Venture partner's contributions to venture . . . . . . . . . . . . . . . . . . . . . -- 20,593
Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . . . . . -- (44,000)
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (12,149,392) (3,750,158)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (6,250) (18,751)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (12,336,434) (4,021,976)
------------ -----------
Net decrease in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,109,512) (77,268)
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . 23,719,647 975,562
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 9,610,135 898,294
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 896,350 1,740,940
============ ===========
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
SEPTEMBER 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 nine months ended September 30:
1995 1994
----------------------- -----------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net earnings
(loss). . . . . . . . $(314,834) 2,118,223 (528,783) (821,135)
Net earnings
(loss) per
limited
partnership
interest. . . . . . . $ (2.61) 22.90 (5.08) (7.88)
========= ========= ========= =========
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
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
($9,259,554 and $23,385,955 at September 30, 1995 and December 31, 1994,
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.
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 to be held and used 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. Any long-lived assets identified "to be
disposed of" would no longer be depreciated but adjustments for impairment
loss would be made in each period as necessary to report these assets at
the lower of historical cost and fair value less costs to sell. In certain
situations, such estimated fair value could be less than the existing non-
recourse debt which is secured by the property.
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. Accordingly, due to the uncertainty
of the Partnership's ability to recover the net carrying value of the
Greenway Tower Office Building through future operations or sale over its
revised expected holding period, the Greenway Tower venture made a
provision for value impairment of such investment property of $1,300,000 at
September 30, 1995 (note 3(b)). 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.
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not finalized its assessment
of the full impact of adopting SFAS 121, it is likely that additional
provisions for value impairment would be required for the properties owned
by the Partnership and its consolidated ventures, or by the Partnership's
unconsolidated ventures. Such provisions are currently estimated to total
approximately $4,000,000 in the first period of implementation of SFAS 121.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 September 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 nine months ended September
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.
(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 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
($8,000,000 by the Partnership).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 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 cumulative $2,400,000 per annum preferred distribution of cash
flow. Any excess cash flow was first distributable to the First Interstate
joint venture partner up to the next $400,000 then 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 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.
(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 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 transfer of title
transaction has not been recorded in the accompanying consolidated
financial statements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(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 accelerated 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 $16,200 as of September 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 September 30, 1995 and December 31, 1994
(with an outstanding balance of approximately $5,196,000) as a current
liability in the accompanying consolidated financial statements. As of
September 30, 1995, the amount of interest payments in arrears is
approximately $3,270,000.
(b) Greenway
In October 1992, the Greenway Tower venture refinanced the first and
second mortgage notes with a new non-recourse 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 September 30,
1995, the balance of the note is $7,530,624 and $1,469,376 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 9.68% and 9.09% at September 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, with
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
any remaining deferred interest due along with the existing principal
balance upon maturity of the loan. The new loan also provides that 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 September 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.
Through September 30, 1995, the Partnership has received a partial refund
of approximately $216,000 of its original contribution.
Occupancy of the Greenway Towers Office Building has remained at
approximately the 90% level during 1995 and leasing costs continue to be
funded by the first mortgage lender. Due to the uncertainty of the
Greenway Tower's ability to recover the net carrying value of the Greenway
Tower through future operations or sale over its revised expected holding
period, the Greenway Tower venture made a provision for value impairment on
such investment property of $1,300,000 (all of which was allocated to the
Partnership). Such provision at September 30, 1995 was recorded to reduce
the net carrying value.
(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. 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)).
(4) SALE OF INVESTMENT PROPERTIES
(a) Silvermine Apartments
On November 29, 1994, the Partnership, through the Victoria venture,
sold the Silvermine Apartments for $5,750,000. Net cash proceeds from the
sale were $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 by which it granted
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
purchase was subsequently extended until December 22, 1994 with the receipt
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 Carlyle Seattle $15,000,000 cash
(bearing interest at a rate of 9% per annum with accrued interest and
unpaid principal due on January 1, 1997), which 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 the First Interstate joint venture. 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.
(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 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. 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.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(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 September
30, 1995 and for the nine months ended September 30, 1995 and 1994 were as
follows:
<TABLE>
<CAPTION>
Unpaid at
September 30,
1995 1994 1995
-------- ------- -------------
<S> <C> <C> <C>
Property management
and leasing fees. . . . . . . . . $135,584 126,690 --
Management fees to
corporate general
partner . . . . . . . . . . . . . 10,416 31,252 --
Insurance commissions. . . . . . . 13,082 10,083
Reimbursement (at
cost) for out-of-
pocket expenses . . . . . . . . . 292 291 7
-------- ------- -----
$159,374 168,316 7
======== ======= =====
</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 nine months ended September 30, 1995, such costs were
$90,564 and $91,068 respectively, all of which have been paid as of
September 30, 1995.
The Corporate General Partner of the Partnership has determined to use
independent third parties to perform certain administrative services
beginning in the fourth quarter of 1995. Use of such third parties is not
expected to have a material effect on the operations of the Partnership.
(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for Greenway Tower and Carlyle
Seattle (note 1) for the nine months ended September 30, 1995 and 1994
follows:
1995 1994
---------- ----------
Total income. . . . . . . . . . . . $1,544,373 16,287,459
========== ==========
Operating loss. . . . . . . . . . . $2,612,483 2,642,213
========== ==========
Partnership's share
of loss . . . . . . . . . . . . . $1,705,330 491,860
========== ==========
(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 September 30,
1995 and for the three and nine months ended September 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 September 30, 1995, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $9,610,000. Such funds and
short-term investments of approximately $5,875,000 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 source of future liquidity. Additionally, approved tenant
improvements and capital items at the Greenway Tower Office Building are
funded by the first mortgage lender who also participates in operating cash
flow. Reference is made to Note 3(b). The Partnership does not consider
this investment a short-term source of future liquidity.
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 $16,200 at September 30, 1995 for
potential future environmental clean-up costs at the Holly Pond property.
Reference is made to Note 3(a).
The Partnership is continuing 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. This study will enhance the marketability of the property and
further facilitate the Partnership's ability to sell the property. The
Greenway Tower Office Building 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 September 30, 1995, $1,469,376 remains available for
future advances. Reference is made to Note 3(b).
In May 1994, Carlyle Seattle executed an agreement by which it granted
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
purchase 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 Carlyle Seattle $15,000,000 cash
(bearing interest at a rate of 9% per annum with accrued interest and
unpaid principal due on January 1, 1997), which 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 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. 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.
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 generally 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. 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. 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. 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.
After reviewing the remaining properties and their competitive
marketplaces, the General Partners of the Partnership expect to be able to
liquidate the remaining assets as quickly as practicable. Therefore, the
affairs of the Partnership are expected to be wound up no later than 1999
(sooner if the properties are sold or disposed of in the nearer term),
barring unforeseen economic developments.
On November 29, 1994, the Partnership received proceeds of $1,143,216
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. 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.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents as of September 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 September 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 September 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 September 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
September 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 decrease in investment in unconsolidated ventures, at equity at
September 30, 1995 as compared to December 31, 1994 and the increase in
Partnership's share of operations of unconsolidated ventures for the three
and nine months ended September 30, 1995 as compared to the three and nine
months ended September 30, 1994 are primarily due to Greenway Tower's
$1,300,000 provision for value impairment made as of September 30, 1995
(all of which is allocated to the Partnership) to reduce the net carrying
value of the Greenway Towers Office Building. Reference is made to Note
3(b).
The increase in accrued interest at September 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 increase in deficit investment in unconsolidated ventures, at
equity at September 30, 1995 as compared to December 31, 1994 is primarily
due to the accrued interest on the loan related to the sale of a portion of
the Partnership's interest in First Interstate in December 1994. Reference
is made to Note 4(b).
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 nine months ended September 30, 1995 as compared to the three and nine
months ended September 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 nine months ended
September 30, 1995 as compared to the three and nine months ended September
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 nine months ended September 30, 1995 as compared to the three and
nine months ended September 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 increase in general and administrative for the three and nine
months ended September 30, 1995 as compared to the three and nine months
ended September 30, 1994 is primarily due to an increase in reimbursable
costs to affiliates of the General Partners in 1995 and the recognition of
certain additional prior year reimbursable costs to such affiliates.
Reference is made to Note 5.
The gain on sale of interest in investment property for the nine
months ended September 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% 90%
2. Sunrise Mall
Brownsville, Texas. . . . . . . . . 86% 85% 85% 90% 89% 89% 88%(a)
3. Garret Mountain Office Center
West Paterson, New Jersey . . . . . 99% 92% 94% 94% N/A N/A N/A
4. Silvermine Apartments
Victoria, Texas . . . . . . . . . . 99% 100% 98% N/A N/A N/A N/A
5. Greenway Towers Office Building
Dallas, Texas . . . . . . . . . . . 90% 89% 90% 94% 92% 86% 92%
6. First Interstate Center
Seattle, Washington . . . . . . . . 97% 99% 97% 97% 97% 94% 90%
- -------------
<FN>
(a) Occupancy including temporary tenants is 94%.
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: November 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: November 9, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 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>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 9,610,135
<SECURITIES> 5,875,423
<RECEIVABLES> 486,593
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,972,151
<PP&E> 26,779,347
<DEPRECIATION> 15,350,791
<TOTAL-ASSETS> 29,216,236
<CURRENT-LIABILITIES> 9,863,233
<BONDS> 5,458,395
<COMMON> 0
0
0
<OTHER-SE> (2,661,130)
<TOTAL-LIABILITY-AND-EQUITY> 29,216,236
<SALES> 3,554,658
<TOTAL-REVENUES> 4,312,480
<CGS> 0
<TOTAL-COSTS> 2,444,320
<OTHER-EXPENSES> 456,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,371,908
<INCOME-PRETAX> 39,745
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,665,123)
<DISCONTINUED> 1,350,289
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (314,834)
<EPS-PRIMARY> (2.61)
<EPS-DILUTED> (2.61)
</TABLE>
