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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2002
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number 0-18528
INCOME GROWTH PARTNERS, LTD. X
(Exact name of registrant as specified in its charter)
CALIFORNIA | 33-0294177 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
11300 Sorrento Valley Road, Suite 108, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(619) 457-2750
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registration (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 filing requirements for the past 90 days. Yes [X] No [ ]
The number of the registrant’s Original Limited Partnership Units outstanding as of November 6, 2002 was 18,826.5. The number of the registrant’s Class A Units outstanding as of November 6, 2002 was 8,100.
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
CONSOLIDATED BALANCE SHEETS
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
September 30 | |||||||||
2002 | December 31, | ||||||||
unaudited | 2001 | ||||||||
ASSETS | |||||||||
Rental properties | |||||||||
Land | $ | 7,078,365 | $ | 7,078,365 | |||||
Buildings and improvements | 22,863,891 | 22,447,049 | |||||||
29,942,256 | 29,525,414 | ||||||||
Less accumulated depreciation | (12,671,730 | ) | (12,033,933 | ) | |||||
17,270,526 | 17,491,481 | ||||||||
Cash and cash equivalents | 354,663 | 429,729 | |||||||
Deferred loan fees, net of accumulated amortization of $393,091 and $325,275, respectively | 384,092 | 451,908 | |||||||
Prepaids and other assets | 265,690 | 186,181 | |||||||
$ | 18,274,971 | $ | 18,559,299 | ||||||
LIABILITIES AND PARTNERS’ DEFICIT | |||||||||
Mortgage loans payable | $ | 18,754,630 | $ | 18,939,550 | |||||
Other liabilities | |||||||||
Loan payable to affiliates | — | 8,000 | |||||||
Accounts payable and accrued liabilities | 217,610 | 241,171 | |||||||
Accrued interest payable | 122,317 | 122,317 | |||||||
Security deposits | 226,283 | 226,029 | |||||||
19,320,840 | 19,537,067 | ||||||||
Commitments and contingencies | |||||||||
Partners’ deficit | (1,035,869 | ) | (967,768 | ) | |||||
Note receivable from general partner | (10,000 | ) | (10,000 | ) | |||||
$ | 18,274,971 | $ | 19,559,299 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
FOR THE THREE MONTHS | FOR THE NINE MONTHS | ||||||||||||||||||
ENDED SEPTEMBER 30, | ENDED SEPTEMBER 30, | ||||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||||
REVENUES | |||||||||||||||||||
Rents | $ | 1,431,588 | $ | 1,258,628 | $ | 4,040,495 | $ | 3,727,217 | |||||||||||
Other | 23,737 | 51,018 | 157,371 | 262,956 | |||||||||||||||
Total revenues | 1,455,325 | 1,309,646 | 4,197,866 | 3,990,173 | |||||||||||||||
EXPENSES | |||||||||||||||||||
Operating expenses | 656,795 | 582,793 | 1,876,998 | 1,792,873 | |||||||||||||||
Depreciation and amortization | 235,668 | 232,324 | 705,613 | 680,613 | |||||||||||||||
Interest | 362,210 | 366,872 | 1,086,341 | 1,100,022 | |||||||||||||||
Total expenses | 1,254,673 | 1,181,989 | 3,668,952 | 3,573,508 | |||||||||||||||
Net income | $ | 200,652 | $ | 127,657 | $ | 528,914 | $ | 416,665 | |||||||||||
BASIC AND DILUTED PER LIMITED PARTNERSHIP UNIT DATA | |||||||||||||||||||
Net income per limited partnership unit | $ | 6.33 | $ | 4.03 | $ | 16.70 | $ | 13.15 | |||||||||||
Distributions per Class A limited unit holder 8,100 units | $ | 25.06 | $ | 25.00 | $ | 73.71 | $ | 87.08 | |||||||||||
Weighted average limited partnership units | 26,926 | 26,926 | 26,926 | 26,926 | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
FOR THE NINE MONTHS | ||||||||||||
ENDED SEPTEMBER 30, | ||||||||||||
2002 | 2001 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income | $ | 528,914 | $ | 416,665 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
Depreciation and amortization | 705,613 | 680,613 | ||||||||||
(Increase) in Prepaid expenses and other assets | (79,509 | ) | (128,332 | ) | ||||||||
Increase/(Decrease) in Accounts payable, accrued liabilities and accrued interest payable | (23,561 | ) | 31,473 | |||||||||
Increase/(Decrease) in Security deposits | 254 | (2,077 | ) | |||||||||
Net cash provided by operating activities | 1,131,711 | 998,342 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Capital expenditures | (416,842 | ) | (310,278 | ) | ||||||||
Net cash used in investing activities | (416,842 | ) | (310,278 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Principal payments under mortgage debt | (184,920 | ) | (171,239 | ) | ||||||||
Principal payments to affiliate | (8,000 | ) | (9,000 | ) | ||||||||
Distributions to Investors | (597,015 | ) | (705,310 | ) | ||||||||
Net cash used in financing activities | (789,935 | ) | (885,549 | ) | ||||||||
Net decrease in cash and cash equivalents | (75,066 | ) | (197,485 | ) | ||||||||
Cash and cash equivalents at beginning of period | 429,729 | 599,660 | ||||||||||
Cash and cash equivalents at end of period | $ | 354,663 | $ | 402,175 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 2002 AND 2001
1. | BASIS OF FINANCIAL STATEMENT PRESENTATION: | |
The accompanying unaudited consolidated financial statements of Income Growth Partners, Ltd. X, a California limited partnership, and subsidiaries (the “Partnership”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Partnership believes that the disclosures made are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Partnership’s latest audited financial statements for the year ended December 31, 2001 filed on Form 10-KSB. | ||
The accompanying consolidated financial statements have not been audited by independent public accountants, but include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the general partners, necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. However, these results are not necessarily indicative of results for a full year. | ||
Certain prior period amounts have been reclassified to conform with the current period presentation. |
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 2002 AND 2001
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto filed herewith. |
a. | Critical Accounting Standards | ||
Rental revenues are recognized at the beginning of each month based on the current occupancy of the apartments. Tenant leases are generally for a minimum term of six months with an option to rent on a month-to-month basis. | |||
Land, buildings, and improvements are recorded at cost. Buildings and improvements are depreciated using the straight-line method over the estimated useful lives of 27.5 and 5 to 15 years, respectively. Expenditures for maintenance and repairs are charged to expense as incurred. Significant renovations are capitalized and depreciated over the remaining life of the property. The Partnership assesses its property for impairment whenever events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. Recoverability of property to be held and used is measured by a comparison of the carrying amount of the property to future undiscounted net cash flows expected to be generated by the property. If the property is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property exceeds the fair value of the property. The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition. Gains and losses arising from the dispositions are reported as income or expense. | |||
b. | Liquidity and Capital Resources: | ||
Since inception, the Partnership’s operating and debt service obligations have been financed through the sale of Partnership Units, cash provided by operating activities, and 1995 debt restructuring activities. During the nine months ended September 30, 2002, all of the Partnership’s operating and debt service cash requirements have been met through cash generated from operations. | |||
The Mission Park mortgage was refinanced in December 1995 at a fixed interest rate of 7.76%. The Shadowridge Meadows mortgage was refinanced in October 1997 at a fixed interest rate of 7.49%. | |||
In the event that one or more of the properties is unable to support its debt service and the Partnership is unable to cover operational shortfalls from cash reserves, the Partnership may have to take one or more alternative courses of action. The general partners would then determine, based on their analysis of relevant economic conditions and the status of the properties, a course of action intended to be consistent with the best interests of the Partnership. Possible courses of action might include the sacrifice, sale or refinancing of one or more of the properties, the entry into one or more joint venture partnerships with other entities, or the filing of another bankruptcy petition. | |||
Net cash provided by operating activities for the nine months ended September 30, 2002 was approximately $1,132,000 compared to approximately $998,000 for the same period in 2001. The principal reason for this increase can be attributed to an increase in net income for the period. | |||
Net cash used in investing activities for the nine months ended September 30, 2002 was approximately $417,000 compared to approximately $310,000 for the same period in 2001. The principal reason for this increase was an increase in capital expenditures. | |||
Net cash used in financing activities for the nine months ended September 30, 2002 was approximately $790,000 compared to approximately $885,000 for the same period in 2001. The principal reasons for this decrease was an increase in principal payments under Mortgage Debt and a decrease in distributions to investors. |
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 2002 AND 2001
b. Liquidity and Capital Resources — (Continued): | |||
In October, 2001 the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 establishes a single accounting model, based on the framework established in SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of “, for long-lived assets to be disposed of by sale, and resolves significant implementation issues related to SFAS No. 121. The adoption of this statement had no material impact on the Company’s financial statements. | |||
In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that SFAS, SFAS No. 64, “Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements.” SFAS No. 145 also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers.” Further, SFAS No. 145 amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or described their applicability under changed conditions. This pronouncement requires gains and losses from extinguishment of debt to be classified as an extraordinary item only if the criteria in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations— Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” have been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 shall be applied in fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145 related to Statement 13 shall be effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 did not have a material impact on the Company’s consolidated financial position or results of operations for the nine months ended September 30, 2002. |
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 2002 AND 2001
c. | Results of Operations: | ||
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2002 TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. | |||
Rental revenue for the three months ended September 30, 2002 was approximately $1,432,000, an increase of 13.74% over rents of approximately $1,259,000 for the comparable period in 2001. The increase is primarily attributable to an increase in monthly tenant rental rates and steady average occupancy rates. | |||
Operating expenses for the three months ended September 30, 2002 were approximately $657,000, an increase of 12.69 % over operating expenses of approximately $583,000 for the comparable period in 2001. The increase is primarily attributable to an increase in property maintenance costs and in partnership expenses. | |||
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2002 TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. | |||
Rental revenue for the nine months ended September 30, 2002 was approximately $4,040,000, an increase of 8.40% over rents of approximately $3,727,000 for the comparable period in 2001. The increase is primarily attributable to an increase in monthly tenant rental rates and generally steady average occupancy rates. | |||
Operating expenses for the nine months ended September 30, 2002 were approximately $1,877,000, an increase of 4.68% over operating expenses of approximately $1,793,000 for the comparable period in 2001. The increase is primarily attributable to an increase in property maintenance and partnership expenses. |
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 2002 AND 2001
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
There are no pending legal proceedings, which may have a material adverse effect on the Partnership. However, the Partnership is involved in small claims court proceedings against certain present or former tenants of its apartment complexes with regard to landlord-tenant matters, all of which are considered to be in the ordinary course of its business. |
ITEM 2. CHANGES IN SECURITIES:
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
99.1 & 99.2
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INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARIES
(A California Limited Partnership)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 06, 2002
INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership | |||||
By: | Income Growth Management, Inc. General Partner | ||||
By: | /s/ Timothy C. Maurer | ||||
Timothy C. Maurer Principal Financial Officer AND Duly Authorized Officer of the Registrant |
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INCOME GROWTH PARTNERS, LTD. X
A California Limited Partnership
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification
I, David W. Maurer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership (the “registrant”);
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 06, 2002 | /s/ David W. Maurer | |||
By: | ||||
David W. Maurer Chief Executive Officer |
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INCOME GROWTH PARTNERS, LTD. X
A California Limited Partnership
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification
I, Timothy C. Maurer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership (the “registrant”);
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 06, 2002 | /s/ Timothy C. Maurer | |||
By: | ||||
Timothy C. Maurer Chief Financial Officer |
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EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
99.1 | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 — CEO | |
99.2 | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 — CFO |