1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1997 Commission File Number:33-62228 TELECOMMUNICATIONS INCOME FUND X, L.P. -------------------------------------- (Exact name of Registrant as specified in its charter) Iowa 42-1401715 ------ ------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Second Street S.E., Cedar Rapids, Iowa 52401 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (319) 365-2506 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interest (the "Units") ------------------------------------------ Title of Class 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 filings requirements for the past 90 days. Yes X No --- --- As of April 30, 1997, 90,195 Units were issued and outstanding. Based on the original sales price of $250 per Unit, the aggregate market value at April 30, 1997 was $22,548,750. 2 TELECOMMUNICATIONS INCOME FUND X, L.P. INDEX Part I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (unaudited). Balance sheets - March 31, 1997 and December 31, 1996. Statements of income - three months ended March 31, 1997 and three months ended March 31, 1996. Statement of changes in partners' equity-three months ended March 31, 1997 Statements of cash flows - three months ended March 31, 1997 and three months ended March 31, 1996. Item 2. Managements's Discussion and Analysis of Financial Condition and Results of Operations. Signatures 2 3 TELECOMMUNICATIONS INCOME FUND X, L.P. BALANCE SHEETS (UNAUDITED) March 31, 1997 December 31, 1996 -------------- ----------------- ASSETS Cash and cash equivalents $ 212,926 $ 516,612 Available-for-sale security 135,043 129,945 Net investment in direct financing leases (Note B) 19,197,124 20,323,138 Allowance for possible losses (355,904) (323,398) ----------- ------------- Direct financing leases, net 18,841,220 19,999,740 Equipment leased under operating leases, less accumulated depreciation of $79,305 in 1996 -0- 103,722 Equipment held for sale 330,307 317,693 Intangibles 13,656 15,872 Other assets 145,625 177,512 ----------- ------------- TOTAL ASSETS $19,678,777 $ 21,261,096 =========== ============= LIABILITIES AND PARTNERS' EQUITY LIABILITIES Line of credit agreement (Note C) $ 1,376,823 $ 2,607,911 Due to affiliates 70,268 89,870 Distributions payable to partners 202,938 204,800 Accrued expenses and other liabilities 94,670 87,430 Lease security deposits 512,552 551,376 Note payable (Note C) 1,191,932 1,386,361 ----------- ------------- TOTAL LIABILITIES 3,449,183 4,927,748 ----------- ------------- PARTNERS' EQUITY, 100,000 units authorized: General partner, 40 units issued and outstanding 10,170 10,194 Limited partners, 90,155 units in 1997 and 90,370 units in 1996 issued and outstanding 16,257,642 16,366,470 Unrealized loss on available-for-sale security (38,218) (43,316) ----------- ------------- TOTAL PARTNERS' EQUITY 16,229,594 16,333,348 ----------- ------------- TOTAL LIABILITIES & PARTNERS' EQUITY $19,678,777 $ 21,261,096 =========== ============= See accompanying notes. 3 4 TELECOMMUNICATIONS INCOME FUND X, L.P. STATEMENTS OF INCOME (UNAUDITED) Three Months Ended ------------------------------- March 31, 1997 March 31, 1996 INCOME: Lease income $734,917 $902,118 Gain on lease terminations 36,937 197,390 Other 9,196 27,255 -------- --------- Total Income 781,050 1,126,763 EXPENSES: Management fees 90,329 93,345 Administrative services 23,867 18,466 Interest 68,481 185,629 Professional fees 6,566 37,825 Provision for possible losses 4,500 (65,478) Depreciation 14,746 85,324 Other 17,924 26,590 -------- --------- Total expenses 226,413 381,701 -------- --------- Net income $554,637 $745,062 ======== ========= Net income per partnership unit $6.14 $8.24 ======== ========= Weighted average partnership units outstanding 90,368 90,455 See accompanying notes. 4 5 TELECOMMUNICATIONS INCOME FUND X, L.P. STATEMENT OF CHANGES IN PARTNERS' EQUITY THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED) Unrealized Loss on General Limited Partners Available Total Partner --------------------- for-Sale Partners' (40 Units) Units Amount Security Equity - ------------------------------------------------------------------------------------------ Balance at December 31, 1996 $10,194 90,370 $16,366,470 $(43,316) $16,333,348 Withdrawal of limited partners --- (215) (53,750) --- (53,750) Change in unrealized loss on available-for-sale security --- --- --- 5,098 5,098 Distributions (270) --- (609,469) --- (609,739) Net income 246 --- 554,391 --- 554,637 --------------------------------------------------------- Balance at March 31, 1997 $10,170 90,155 $16,257,642 $(38,218) $16,229,594 ========================================================= See accompanying notes. 5 6 TELECOMMUNICATIONS INCOME FUND X, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1997 MARCH 31, 1996 -------------- -------------- OPERATING ACTIVITIES Net Income $ 554,637 $ 745,062 Adjustments to reconcile net income to net cash provided by operating activities: Amortization 2,216 3,177 Provision for possible losses 4,500 (65,478) Gain on lease terminations (36,937) (197,390) Depreciation 14,746 85,323 Changes in operating assets and liabilities: Other assets 31,887 86,702 Due to affiliates (19,602) (154,116) Accrued expenses and other liabilities 7,240 87,909 ----------- -------------- Net cash provided by operating activities 558,687 591,189 INVESTING ACTIVITIES Acquisitions of, and purchases of equipment for, direct financing leases (300,000) (1,354,454) Repayments of direct financing leases 895,830 911,800 Purchase of equipment for an operating lease -0- (40,093) Proceeds from early termination of direct financing leases 616,317 1,879,439 Net lease security deposits collected(repaid) (38,824) (20,275) ----------- -------------- Net cash provided by (used in) investing activities 1,173,323 1,376,417 FINANCING ACTIVITIES Net proceeds from (repayments of) line-of-credit (1,231,088) (1,172,040) Repayments of long term debt (194,429) (177,015) Distributions paid to partners (610,179) (610,673) ----------- -------------- Net cash used in financing activities (2,035,696) (1,959,728) Net increase (decrease) in cash and cash equivalents (303,686) 7,878 Cash and cash equivalents at beginning of period 516,612 262,963 ----------- -------------- Cash and cash equivalents at end of period $ 212,926 $ 270,841 =========== ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ 88,183 $ 186,515 See accompanying notes. 6 7 TELECOMMUNICATIONS INCOME FUND X, L.P. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE A -- BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. NOTE B -- NET INVESTMENT IN DIRECT FINANCING LEASES Components of the net investment in direct financing leases are as follows: March 31, 1997 December 31, 1996 -------------- ----------------- Lease payments receivable $21,889,795 $23,482,180 Unamortized initial direct costs 162,639 194,303 Estimated residual values of leased equip. 2,282,136 2,459,691 Unearned lease income (5,137,446) (5,813,036) ----------- ----------- Net investment in direct financing leases $19,197,124 $20,323,138 =========== =========== Note C -- CREDIT ARRANGEMENTS The Partnership has a line-of-credit agreement with a bank that carries interest (9.5% at March 31, 1997) at 1% over prime, with a minimum interest charge of $7,500 per month. The line-of-credit agreement allows the Partnership to borrow to the lesser of $7.25 million, or 40% of the Partnership's Qualified Accounts, as defined in the agreement. The agreement, which expires November 30, 1997, is cancellable by the lender after giving a 90-day notice and is secured by substantially all assets of the Partnership. This line-of-credit is guaranteed by the General Partner and certain affiliates of the General Partner. The Partnership also has an installment loan agreement which bears interest at 8.91% and is due in monthly installments through November, 1998. The agreement is collateralized by certain direct financing leases and a second interest in all other Partnership assets. The agreement is also guaranteed by the General Partner. Covenants under the agreement require the Partnership, among other things, to be profitable, not exceed 40% debt to original equity raised ratio, and not sell a material portion of its assets. 7 8 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: Three Months Ended March 31, 1997 March 31, 1996 -------------- -------------- Description ----------- Investment in direct financing leases $19,197,124 $24,621,956 Lease income 734,917 902,118 Gain on lease terminations 36,937 197,390 Management fee expense 90,329 93,345 Interest expense 68,481 185,629 Lease income declined during the three month period ended March 31, 1997 as compared to the same period in 1996 due to the decrease in net investment in direct financing leases. The decrease in net investment in direct financing leases is attributable to the early termination of certain leases in 1996 at the request of the lessee which enabled the Partnership to recognize total gains on those terminations of $197,390. During the first quarter of 1997, the Partnership realized gains of $36,937 on the early termination of certain leases at the request of the lessee. Management fees are paid to the General Partner and represent 5% of the gross rental payments received. Rental payments decreased from $1,866,900 in the three months ended March 31, 1996 to $1,806,580 for the three months ended March 31, 1997. These decreases are attributed to the early termination of certain leases as described above and other lessees being delinquent in making their lease payments as noted below. Although there can be no assurances, the Partnership expects these delinquent payments to be fully collected and all future lease payments to be fully collected. The decrease in interest expense is a result of the Partnership using the proceeds of various lease terminations in 1996 to reduce the balance of its line of credit. The Partnership had $2,661,884 of equipment being depreciated at March 31, 1996. The depreciation expense associated with this equipment amounted to $85,234 for the quarter ended March 31, 1996. Since March of 1996, most of this equipment has been sold or re-leased. In addition, the Partnership has reduced the carrying value of this equipment to fair market value. The remaining equipment cost relates to hotel satelite television equipment and is expected by Management to be recovered under a direct financing lease or sold. The possibility remains that these transactions will not materialize, however, Management's best current information indicates that these transactions will be completed. Prior to the first quarter of 1996, the Partnership had reserved for possible lease losses based on 1.5% of equipment purchased, excluding any specific reserves. At March 31, 1996, the Partnership adjusted the allowance for possible losses to reflect 1.5% of the investment in direct financing and operating leases. This resulted in a credit to the expense provision of approximately $84,000. The provision for possible losses expense for the first quarter of 1997 reflects 1.5% of the cost of equipment purchased during the first quarter of 1997. 8 9 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED): At March 31, 1997, the allowance for possible losses was comprised of a general reserve of $306,897, a specific reserve for Telecable/VisionCom equipment of $21,000, and a specific reserve for United TeleServices of $28,006. The $21,000 reserve remaining for the Telecable/VisionCom equipment is for anticipated costs associated with either selling or re-leasing of this equipment. The remaining equipment associated with the United TeleSystems lease was sold to a lessee during the quarter ended March 1997. The re-lease of this equipment resulted in a $28,006 gain which has been classified to a specific allowance for possible losses. This specific reserve is being carried in anticipation of legal and review costs associated with the sale of this equipment. A lessee of the Partnership was informed by a state public service commission that the lessee's permit to operate payphones in the state was being withdrawn due to complaints regarding the service provided by the lessee on a particular payphone route. The site contractor for these phones has asked the lessee to either remove the phones or sell them to another payphone operator. The lessee will, in all likelihood, sell the payphones for approximately $290,000. The Partnership's net investment in these phones at March 31, 1997 was approximately $700,000. When this sale occurs, the Partnership will no longer have equipment associated with this lease. The lessee has indicated it will continue to make lease payments, however, there is no assurance the lessee will be able to sustain payments without the associated cash flow that was generated by the equipment. LIQUIDITY AND CAPITAL RESOURCES Three Months Ended Three Months Ended March 31, 1997 March 31, 1996 - ------------------------------------------------------------------------------------------ MAJOR CASH SOURCES: Principal portion of lease payments received $895,830 $911,800 Proceeds received on sale of leases 616,317 1,879,439 MAJOR CASH USES: Purchase of equipment and leases 300,000 1,354,454 Net Payments on debt 1,425,517 1,349,055 Distributions to partners 610,179 610,673 - ------------------------------------------------------------------------------------------ At March 31, 1997, a total of $117,561 of lease payments were thirty-one days or more past due. The total past due amount represents .5% of the Partnership's lease payments receivable. While these leases are identified as requiring additional monitoring, they do not necessarily represent non-performing assets. The Partnership is required to establish working capital reserves of no less than 1% of the proceeds to satisfy general liquidity requirements, operating costs of equipment, and the maintenance and refurbishment of equipment. At March 31, 1997 that requirement would be $226,175. Actual cash on hand was $212,926. The actual cash on hand at period end March 31, 1997 was below the required level, however, the Partnership has funds readily available from the line of credit agreement. 9 10 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED): The credit agreement establishing the line of credit contains various covenants which the Partnership was in compliance with at March 31, 1997. Management expects to renew the line of credit with the lender when it becomes due in November 1997. The demand for equipment leases remains strong and the Partnership's available cash will be used to acquire equipment for investment in direct financing leases. At the present time, the Partnership has not encountered any significant competition. The Partnership, therefore, is able to obtain its desired lease rates. At March 31, 1997, adequate cash is being generated to make projected distributions The present value of the lease portfolio cash flows discounted at 8% was $19,697,478 at March 31, 1997. 10 11 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. TELECOMMUNICATIONS INCOME FUND X, L.P. -------------------------------------- (Registrant) Date Ronald O. Brendengen/s/ ----------------- --------------------------------------- Ronald O. Brendengen, Chief Financial Officer, Treasurer Date Daniel P. Wegmann/s/ ----------------- --------------------------------------- Daniel P. Wegmann, Controller 11