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, 1996Commission 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. . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15
<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, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 4,401,182 14,795,994
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 156,608 257,286
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,114 89,230
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 4,851,904 15,142,510
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,564,340 3,035,308
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 16,202,148 23,778,556
------------ ------------
18,766,488 26,813,864
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 12,400,996 15,499,705
------------ ------------
Total investment properties, net of accumulated depreciation . . 6,365,492 11,314,159
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 1,243,457 1,217,075
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,600 81,272
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 213,111 371,497
------------ ------------
$ 12,769,564 28,126,513
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 287,472 5,464,428
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 209,459 323,991
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 90,471 3,519,734
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 163,188 358,207
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 750,590 9,666,360
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 8,905 77,818
Long-term debt, less current portion . . . . . . . . . . . . . . . . . 11,292,815 11,510,916
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 12,052,310 21,255,094
Venture partners' subordinated equity in ventures . . . . . . . . . . . 4,105,586 4,849,130
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (4,541,874) (4,483,318)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (959,942) (959,942)
------------ ------------
(5,500,816) (5,442,260)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (8,954,026) (13,601,461)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (78,983,199) (68,983,699)
------------ ------------
2,112,484 7,464,549
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . (3,388,332) 2,022,289
------------ ------------
$ 12,769,564 28,126,513
============ ============
<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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 825,581 1,185,467 2,541,672 3,554,658
Interest income . . . . . . . . . . . . . . . . 51,716 216,541 334,262 757,822
----------- ---------- ----------- ----------
877,297 1,402,008 2,875,934 4,312,480
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 271,945 436,545 852,840 1,371,908
Depreciation. . . . . . . . . . . . . . . . . . -- 149,207 172,820 472,794
Property operating expenses . . . . . . . . . . 502,044 697,464 1,637,544 1,938,588
Professional services . . . . . . . . . . . . . 26,069 972 147,560 221,540
Amortization of deferred expenses . . . . . . . -- 7,921 -- 32,938
Management fees to corporate general partner. . -- -- -- 10,416
General and administrative. . . . . . . . . . . 83,300 96,731 282,024 224,551
----------- ---------- ----------- ----------
883,358 1,388,840 3,092,788 4,272,735
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . . (6,061) 13,168 (216,854) 39,745
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . (8,224) (1,452,151) 26,382 (1,705,330)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . -- 146 85 462
----------- ---------- ----------- ----------
Net operating earnings (loss) . . . . . . (14,285) (1,438,837) (190,387) (1,665,123)
Gain on sale of interest in
investment property . . . . . . . . . . . . . . -- -- -- 1,350,289
----------- ---------- ----------- ----------
Net earnings (loss) before extra-
ordinary item and cumulative
effect of an accounting change. . . . . (14,285) (1,438,837) (190,387) (314,834)
Extraordinary item - Net gain on forgiveness
of indebtedness . . . . . . . . . . . . . . . . -- -- 8,070,390 --
Cumulative effect of an accounting change
to record value impairment, net of
venture partner's share . . . . . . . . . . . . -- -- (3,291,124) --
----------- ---------- ----------- ----------
Net income (loss) . . . . . . . . . . . . $ (14,285) (1,438,837) 4,588,879 (314,834)
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss) . . . . $ (.14) (13.81) (1.83) (15.98)
Gain on sale of interest in
investment property . . . . . . . . -- -- -- 13.37
Extraordinary item. . . . . . . . . . -- -- 79.89 --
Cumulative effect of an
accounting change . . . . . . . . . -- -- (31.59) --
----------- ---------- ----------- ----------
$ (.14) (13.81) 46.47 (2.61)
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . $ -- -- 100.00 121.50
=========== ========== =========== ==========
<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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,588,879 (314,834)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172,820 472,794
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . -- 32,938
Partnership's share of operations of unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,382) 1,705,330
Venture partners' share of ventures' operations,
extraordinary item and cumulative effect of an
accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . (700,883) (462)
Gain on sale of interest in investment property . . . . . . . . . . . . -- (1,350,289)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . (8,078,468) --
Cumulative effect of an accounting change . . . . . . . . . . . . . . . 4,000,000 --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 100,678 (21,551)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (204,884) (201,128)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . (31,853) 17,087
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,201 (23,359)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (103,370) 475,558
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 169,605 197,574
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . -- 369
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . (112,657) 990,027
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (2,754,446)
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (27,010) (203,202)
Cash proceeds from sale of interest in investment property. . . . . . . . -- 50,000
Cash proceeds from prepayment of note receivable. . . . . . . . . . . . . -- 225,000
Partnership's distributions from unconsolidated venture . . . . . . . . . -- 22,500
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (14,328) (102,957)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (41,338) (2,763,105)
------------ -----------
Cash flows from financing activities:
Distributions to venture partner. . . . . . . . . . . . . . . . . . . . . (42,661) --
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (198,656) (180,792)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (9,999,500) (12,149,392)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (6,250)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (10,240,817) (12,336,434)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . (10,394,812) (14,109,512)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 14,795,994 23,719,647
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 4,401,182 9,610,135
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 956,210 896,350
============ ===========
Non-cash investing and financing activities:
Sale of interest in investment property:
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
============ ===========
Disposition of investment property:
Balance due on long-term debt cancelled . . . . . . . . . . . . . . . . $ 5,196,401 --
Accrued interest on accelerated long-term debt. . . . . . . . . . . . . 3,325,893 --
Reduction of current assets and liabilities . . . . . . . . . . . . . . 359,031 --
Reduction of investment property. . . . . . . . . . . . . . . . . . . . (802,857) --
------------ -----------
Non-cash gain recognized due to lender realizing upon security. . $ 8,078,468 --
============ ===========
<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, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:
Unpaid at
September 30,
1996 1995 1996
-------- ------ -------------
Property management
and leasing fees . . . . . . $106,974 135,584 --
Management fees to
corporate general
partner. . . . . . . . . . . -- 10,416 --
Insurance commissions . . . . 12,458 13,082 --
Reimbursement (at
cost) for out-of-
pocket salary and
salary-related
expenses related
to the on-site
and other costs
for the Partner-
ship and its
investment
properties . . . . . . . . . 61,059 91,360 42,893
-------- ------- ------
$180,491 250,442 42,893
======== ======= ======
HOLLY POND OFFICE CENTER
On January 19, 1996, the mortgage lender realized upon its security
and took title to the property.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
deprecation. The accompanying consolidated financial statements include
$3,291,124 (net of venture partners' share of $708,876) recorded on January
1, 1996, as cumulative effect of an accounting change to record value
impairment and $8,070,390 (net of venture partners' share of $8,078) of
extraordinary gain on extinguishment of debt upon the lender taking title
to the property for the nine months ended September 30, 1996, and $37,239
and $651,913 of revenues and $122,501 and $1,113,582 of operating expenses
for the nine months ended September 30, 1996 and 1995. The property had a
net carrying value of $4,802,857 at December 31, 1995.
The Partnership will recognize a gain for Federal income tax purposes
without any corresponding distributable proceeds in 1996.
GREENWAY TOWER OFFICE BUILDING
In January 1989, the Partnership and its venture partner agreed to
amend the existing partnership agreement for the Greenway Associates
Partnership which is a venture partner in Greenway Tower Joint Venture
("Greenway Tower"), discussed below. The amendment provides, among other
changes, that distributions of net sales or refinancing proceeds first be
used to pay back to any disproportionate contributions (as defined) made by
either partner. Any remaining proceeds are then to be allocated first to
the venture partner up to $2,800,000 and then to the Partnership up to
$11,200,000. After that, any remaining proceeds are to be allocated with
respect to the partnership percentages.
In September 1987, Greenway Associates entered into an agreement with
a venture partner to form the Greenway Tower Joint Venture. The terms of
the Greenway Tower agreement called for contributions of the property,
subject to the original first mortgage, plus additional cash contributions
from both partners. In October 1992, Greenway Tower refinanced the
outstanding debt secured by the property. Pursuant to the replacement
financing, the lender is entitled to 50% of the net cash flow of the
property and 50% of the net proceeds from a sale or refinancing of the
property with the remainder to be divided between the partners with respect
to their partnership interests. In addition, the Greenway Tower Joint
Venture agreement was amended to reflect a 45% interest for Greenway
Associates and a 55% interest for the venture partner.
Greenway Associates has been discussing a potential buyout of its
interest in the Greenway Tower Joint Venture by its venture partner. Any
proceeds received in such transaction would all be allocated to the
Partnership based on the amount of the Partnership's disproportionate
contributions made, as discussed above. However, there can be no assurance
that an agreement will be reached with the venture partner, on any terms.
The Greenway Tower Office Building has been incurring significant
capital improvement expenditures, primarily resulting from leasing costs.
These costs are being funded from its mortgage loan which allows funding
for tenant improvements, leasing commissions, interest advances and capital
improvements. As of September 30, 1996, $1,403,681 remains available for
future advances. The occupancy of the property decreased to 95% during the
quarter.
SUNRISE MALL
The Partnership was conducting a feasibility study to determine a
financially competitive expansion and renovation of Sunrise Mall to
accommodate certain retail tenants who had indicated an interest in
possibly opening stores at the mall. Given the complexity of an expansion
and renovation, the lengthy time span likely needed to complete the project
and the Partnership's desire to wind up its affairs within the next few
years, the Partnership determined it would be better for a buyer with a
longer-term ownership perspective to undertake the expansion and
renovation. Accordingly, in May 1996, the Partnership made a distribution
to the Limited Partners of $9,999,500 ($100 per Interest) which it no
longer required for the potential project.
During the fourth quarter of 1996, the Partnership, through the
Sunrise Brownsville Associates, Ltd. joint venture sold the land and
related improvements known as the Sunrise Mall. The purchaser was not
affiliated with the Partnership or its General Partners and the sale price
was determined by arm's-length negotiations. The sale price of the land
and improvements was approximately $12,085,000 (after deducting selling
costs), which was paid in cash at closing. A significant portion of the
sales proceeds was utilized to retire the mortgage debt with an outstanding
balance of approximately $11,557,000. The Partnership has agreed to pay
the lender a portion of the net sales proceeds (after certain adjustments)
as a mortgage prepayment fee. This amount is currently estimated to be
approximately $165,000. As a result of the sale, the Partnership expects
to realize a gain of approximately $5,500,000 for financial reporting
purposes and $5,900,000 for Federal income tax purposes in 1996. The
Partnership is planning to hold the remaining proceeds for future
distribution to the Limited Partners.
The property was classified as held for sale or disposition as of July
1, 1996 and, therefore, has not been subject to continued depreciation.
The accompanying consolidated financial statements include $2,489,829 and
$2,718,999 of revenues and $2,540,706 and $2,541,230 of operating expenses
for the nine months ended September 30, 1996 and 1995, respectively. The
property had a net carrying value of $6,365,492 at September 30, 1996 and
$6,511,302 at December 31, 1995.
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,
1996 and for three and nine months ended September 30, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
During the second quarter some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 3,877 Interests in the Partnership at $55 per
Interest. The Partnership recommended against acceptance of this offer on
the basis that, among other things, the offer price was inadequate. In
June such offer expired with approximately 413 Interests being purchased by
such unaffiliated third party pursuant to such offer. In addition, the
Partnership has, from time to time, received inquires from other third
parties that may consider making offers for Interests, including requests
for the list of Limited Partners in the Partnership. These inquiries are
generally preliminary in nature. There is no assurance that any other
third party will commence an offer for Interests, the terms of any such
offer or whether any such offer, if made, will be consummated, amended or
withdrawn. The board of directors of JMB Realty Corporation ("JMB") the
Corporate General Partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
The Partnership distributed $9,999,500 ($100 per Interest) to the
Limited Partners in May, 1996. At September 30, 1996, the Partnership had
cash and cash equivalents of approximately $4,400,000. Such funds are
available for capital improvements and working capital requirements.
The Partnership sold its Sunrise investment property in October 1996
and is holding the remaining sales proceeds for future distribution to the
Limited Partners. In addition, the Partnership expects to distribute some
sales proceeds from the disposition of its Greenway Towers investment
property, the Limited Partners will receive over the entire term of the
Partnership significantly less than their original investment. The General
Partners of the Partnership expect to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable. Therefore, the
affairs of the Partnership are expected to be wound up no later than
December 31, 1999 (sooner if the remaining property is sold or disposed of
in the near term), barring unforeseen economic developments.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the lender realizing
upon its security in the Holly Pond Office Center in January 1996, and the
sale of the Partnership's interest in the Garret Mountain venture in
January 1995.
The increase in escrow deposits at September 30, 1996 as compared to
December 31, 1995 is primarily due to payments made into the escrow
accounts for the payment of real estate taxes at the Sunrise Mall.
The decrease in interest income for the three and nine months ended
September 30, 1996 as compared to the same periods in 1995 is primarily due
to the distribution of $9,999,500 made to the Limited Partners in May, 1996
as discussed above. Additionally, the decrease in interest income for the
nine months ended September 30, 1996 as compared to the same period in 1995
is a result of the temporary investment of sale proceeds in 1995
(approximately $12,000,000) which was distributed to the Limited Partners
in February, 1995.
The decrease in depreciation expense for the three and nine months
ended September 30, 1996 as compared to the same period in 1995 is due to
the classification of the Sunrise Mall as assets held for sale or
distribution on July 1, 1996, and therefore not subject to continued
depreciation.
The increase in Partnership's share of venture's operations for the
three and nine months ended September 30, 1996 as compared to the same
period in 1995 is primarily due to the $1,300,000 provision for value
impairment made as of September 30, 1995 (all of which was allocated to the
Partnership) and the sale of the Partnership's remaining interest in
Carlyle Seattle at December 31, 1995. Additionally, the increase in
Partnership's share of venture's operations for the nine months ended
September 30, 1996 as compared to the same period in 1995 is due to a lease
termination fee received at the Greenway Tower Office Building in February,
1996.
<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 owned
during 1996.
<CAPTION>
1995 1996
------------------------------- -------------------------------
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. . . . . . . . . . . . . . . . . 93% 90% 90% 90% N/A N/A N/A
2. Sunrise Mall (1)
Brownsville, Texas . . . . . . . . . . . . . . . . . . 89% 89% 88% 87% 83% 84% 84%
3. Greenway Towers Office Building
Dallas, Texas. . . . . . . . . . . . . . . . . . . . . 92% 86% 92% 91% 91% 97% 95%
- -------------
<FN>
(1) This property was sold by the Partnership in October, 1996 as more fully described in the
notes to consolidated financial statements.
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.
3-A. The Prospectus of the Partnership dated May 29, 1980, as
supplemented on August 4, 1980, November 12, 1980, November 24, 1980,
January 30, 1981 and February 10, 1981, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set forth
as Exhibit A to the Prospectus incorporated herein by reference to the
Partnership's Registration Statement on Form S-11 (File No. 0-9726) dated
November 24, 1980.
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. 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.
10-C. Agreement by and among The Prudential Insurance Company of
America and Holly Pond Associates Limited Partnership relating to the
disposition of Holly Pond Office Center dated January 16, 1996 is
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-9726) dated March 25, 1996.
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 during the last quarter of the
period 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 8, 1996
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 8, 1996
<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, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,401,182
<SECURITIES> 0
<RECEIVABLES> 450,722
<ALLOWANCES> 0
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<CURRENT-ASSETS> 4,851,904
<PP&E> 18,766,488
<DEPRECIATION> 12,400,996
<TOTAL-ASSETS> 12,769,564
<CURRENT-LIABILITIES> 750,590
<BONDS> 11,292,815
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0
0
<OTHER-SE> (3,388,332)
<TOTAL-LIABILITY-AND-EQUITY> 12,769,564
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<TOTAL-REVENUES> 2,875,934
<CGS> 0
<TOTAL-COSTS> 1,810,364
<OTHER-EXPENSES> 429,584
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<INTEREST-EXPENSE> 852,840
<INCOME-PRETAX> (216,854)
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<EXTRAORDINARY> 8,070,390
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<NET-INCOME> 4,588,879
<EPS-PRIMARY> 46.47
<EPS-DILUTED> 46.47
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