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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2003
( ) 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 - 000-25574
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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.)
701 Tama Street, Marion, Iowa 52302
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 319-447-5700
------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities pursuant to section 12 (g) of the Act:
Limited Partnership Interests (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 filing
requirements for the past 90 days. [X] Yes [ ]No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). [ ] Yes [X] No
As of June 30, 2003, 86,512 units were issued and outstanding. Based on the book
value of $3.66 per unit at that time, the aggregate market value at June 30,
2003 was $316,634. As of February 4, 2004, 86,252 units were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Registration Statement on
Form S-1, dated August 27, 1993 are incorporated by reference into Part IV.
TELECOMMUNICATIONS INCOME FUND X, L.P.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business-------------------------------------------------------- 3
Item 2. Properties------------------------------------------------------ 4
Item 3. Legal Proceedings----------------------------------------------- 4
Item 4. Submission of Matters to a Vote of Unit Holders----------------- 4
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholders Matters---------------------------- 4
Item 6. Selected Financial Data----------------------------------------- 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations----------------------------- 5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk------ 7
Item 8. Financial Statements and Supplementary Data--------------------- 7
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure---------------------- 21
Item 9A. Controls and Procedures----------------------------------------- 21
PART III
Item 10. Directors and Executive Officers of the Registrant-------------- 22
Item 11. Executive Compensation------------------------------------------ 23
Item 12. Security Ownership of Certain Beneficial Owners and Management-- 24
Item 13. Certain Relationships and Related Transactions------------------ 24
Item 14. Principal Accountant Fees and Services-------------------------- 24
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. 25
Signatures------------------------------------------------------ 26
2
PART I
Item 1. Business
- ----------------
Telecommunications Income Fund X, L.P., an Iowa limited partnership (the
"Partnership"), was organized on April 20, 1993. The general partner is
Commercial Power Finance, Inc. (the "General Partner"), which changed its name
from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa corporation
that has been in operation since 1988. The Partnership's business and the
executive offices of the General Partner are located at 701 Tama Street, Marion,
Iowa 52302. Substantially all of the voting stock of the General Partner is
owned by Berthel Fisher & Company ("Berthel Fisher").
The Partnership began offering units to the public on August 27, 1993 and
continued to offer units to the public through December 31, 1994. The
Partnership was scheduled to operate until December 31, 2002 unless dissolved
sooner due to the occurrence of any of the following events: (i) the vote by
limited partners owning a majority of the Partnership in accordance with the
Partnership Agreement; (ii) the withdrawal, bankruptcy, or dissolution and
liquidation or other cessation to exist as a legal entity of the General Partner
(unless any successor general partner elected in accordance with the provisions
of the Partnership Agreement elects to continue the business of the
Partnership); (iii) the final distribution of all liquidating distributions
among the limited partners pursuant to the Partnership Agreement; or (iv) the
sale or disposition of all or substantially all of the assets of the Partnership
without the subsequent reinvestment in equipment. The Partnership did not
liquidate by December 31, 2002 and did not ask the limited partners to vote via
a proxy statement to extend the Partnership; therefore the Partnership will be
liquidated as soon as feasibly possible.
The business of the Partnership is the acquisition and leasing of equipment,
primarily telecommunications equipment such as pay telephones and call
processing equipment. The Partnership began its primary business activities on
September 29, 1993. The Partnership entered its liquidation phase on December
31, 1999.
A significant portion of the Partnership's business is with customers who are in
the telecommunications industry. The telecommunications industry, particularly
the pay telephone and long distance facets of the industry, is heavily regulated
by the Federal Communications Commission ("FCC") and by various state public
utility commissions. Regulation is not directed at the ownership or leasing of
telecommunications equipment, but is focused primarily on the business of the
Partnership's customers that operate in the telecommunications industry.
Generally, regulation affects rates that can be charged and the relationship of
the regional Bell operating companies to the rest of the pay telephone industry.
Management does not expect regulation to have any significant negative impact
upon the business of the Partnership.
The principle objective of the Partnership is obtaining value from the sale and
collection of the Partnership's portfolio of leases and notes receivable and
sale of other assets during the liquidating phase (the period during which the
General Partner will liquidate the Partnership assets) and providing
distributions to the partners during the liquidating phase.
The Partnership acquired primarily telecommunications equipment (specifically
pay telephones and call processing equipment) and leased the equipment to third
parties generally under full payout leases. The Partnership also acquired other
types of equipment generally subject to full payout leases. Full payout leases
are leases that are expected to generate gross rental payments sufficient to
recover the purchase price of the equipment and any overhead and acquisition
costs.
Equipment acquired by the Partnership is installed in various locations by the
lessees. When the lessee installs the equipment in a location, a site location
agreement gives the lessee the right to have the equipment at this site for a
3
specified period of time. These site location agreements generally have a three
to five year term. The Partnership, in addition to its ownership of the
equipment, takes an assignment of and a first security interest in these site
location agreements. Therefore, if a lessee defaulted, the Partnership could
have the ability to re-sell or re-lease the equipment in place. This "in place"
value is generally much higher than the residual value of the equipment. The
telecommunications equipment generates revenue primarily through long distance
phone calls. The Partnership's lessee generally receives long distance revenue
from a contracted third party billing company. The Partnership also takes an
assignment of this revenue.
The General Partner acquired and approved leases on behalf of the Partnership.
The General Partner established guidelines to use in approving lessees.
Generally, before any lease was approved, there was a review of the potential
lessees' financial statements, credit references were checked, and outside
business and/or individual credit reports were obtained.
The Partnership's leases and notes receivable are concentrated in pay telephones
and represented approximately 100%, 99%, and 95% of the portfolio for the period
ended December 31, 2003, 2002, and 2001, respectively.
Two customers accounted for 100% of the Partnership's net investment in direct
financing leases and notes receivable portfolio at December 31, 2003. The
Partnership operates in one segment.
The Partnership has no employees and utilizes the administrative services of the
General Partner for which it pays an administrative service fee.
Item 2. Properties
- --------------------
The Partnership does not own or lease any real estate. The Partnership's
materially important assets consist entirely of equipment under lease, primarily
telecommunications equipment, as described in Item 1.
Item 3. Legal Proceedings
- ---------------------------
None.
Item 4. Submission of Matters to a Vote of Unit Holders
- ---------------------------------------------------------
No matters were submitted to a vote of limited partners, through the
solicitation of proxies or otherwise during the year covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
- -------------------------------------------------------------------------
Matters
- -------
The Registrants' Units are not publicly traded. There is no market for the
Registrant's Units and it is unlikely that any will develop. The General Partner
will resist the development of a public market for the Units.
Number of Partners
Title of Class at February 4, 2004
------------------------------------------------
Limited Partner 1,556
General Partner 1
Through December 31, 2003, $17,787,518 has been paid in distributions to
partners during the life of the Partnership. Distributions to partners on a per
unit basis were $.92 in 2003, $0 in 2002, $11.93 in 2001, $32.14 in 2000, and
$27.00 in 1999.
4
Item 6. Selected Financial Data
------------------------
YEAR ENDED DECEMBER 31
- -------------------------------------------------------------------------------------------------------------------
(Historical
(Liquidation Basis) Cost Basis)
------------------------------------------------------------------ --------------
2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
Total Revenue $ n/a $ n/a $ n/a $ n/a $ 1,607,766
Net Income n/a n/a n/a n/a 542,733
Total Assets 315,736 342,186 693,649 5,418,769 11,828,955
Line of Credit -0- -0- -0- -0- 2,556,214
Distributions to Partners 80,000 -0- 1,049,864 2,850,000 2,409,159
Net Income per Unit n/a n/a n/a n/a 6.08
Distributions per Unit .92 -0- 11.93 32.14 27.00
Change in net assets, excluding
distributions and withdrawals 126,862 (244,542) (3,325,478) (170,052) * (1,464,813)
* Upon adoption of liquidation basis of accounting
The selected financial data above was derived from the liquidation basis
financial statements of the Partnership as of and for the years ending December
31, 2003, 2002, 2001, and 2000, and the historical cost basis financial
statements as of and for the year ending December 31, 1999. As of December 31,
1999, the Partnership adopted the liquidation basis of accounting. Under
liquidation basis accounting, assets are presented at estimated net realizable
value and liabilities are presented at estimated settlement amounts. The change
to liquidation basis accounting may materially affect the comparability of the
selected financial data. The above selected financial data should be read in
connection with the financial statements and related notes appearing elsewhere
in this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- --------------------
Results of Operations
On December 31, 1999, the Partnership ceased reinvestment in equipment and
leases and began the orderly liquidation of the Partnership in accordance with
the partnership agreement. As a result, the financial statements beginning with
that date have been presented under the liquidation basis of accounting. Under
the liquidation basis of accounting, assets are stated at their estimated net
realizable values and liabilities are stated at their anticipated settlement
amounts.
As discussed above, the Partnership is in liquidation and does not believe a
comparison of results would be meaningful. The Partnership realized $18,950 in
income from direct financing leases, notes receivable, and other income during
2003. Management increased its estimate of the liquidation value of net assets
during 2003 by $107,912. This increase resulted primarily from the following: a
recovery of a previous write off of $277,836, a decrease in the estimated value
of equity securities of $216,179, an increase in the estimated net realizable
value of the lease and note portfolio and other assets of $79,723, and an
increase in the reserve for estimated costs during the period of liquidation of
$33,486. The recovery of a previous write-off resulted from the Partnership
receiving 750,907 common shares of Polar Molecular Holding Corporation ("Polar")
in July, 2003 as a recovery of a previous write-off of notes receivable of
Murdock Communications Corporation ("Murdock"). The Partnership has accrued the
estimated expenses of liquidation, which is $61,900 at December 31, 2003. The
General Partner reviews this estimate and will adjust quarterly, as needed.
Management is attempting to liquidate the remaining assets of the Partnership as
soon as feasibly possible while trying to obtain the highest proceeds possible.
The Partnership will make distributions to the partners, to the extent cash is
available, as notes receivable, equity securities, and other assets are
collected or sold. The valuation of assets and liabilities necessarily requires
many estimates and assumptions and there are uncertainties in carrying out the
5
liquidation of the Partnership's net assets. The actual value of the liquidating
distributions will depend on a variety of factors, including the actual timing
of distributions to the partners. The actual amounts are likely to differ from
the amounts presented in the financial statements. Through December 31, 2003,
there have been distributions totalling $17,787,518. As of December 31, 2003 the
Partnership had $111,642 of cash on hand.
As of December 31, 2003, no customers were over 90 days past due. When payments
are past due more than 90 days, the Partnership discontinues recognizing income
on those customer contracts. Management believes its reserves are adequate as of
December 31, 2003. Management will monitor any past due contracts and take the
necessary steps to protect the Partnership's investment.
The General Partner is engaged directly for its own account in the business of
acquiring and leasing equipment. The General Partner serves as the general
partner of Telecommunications Income Fund IX, L.P. ("TIF IX") and
Telecommunications Income Fund XI, L.P. ("TIF XI"), publicly owned limited
partnerships that are engaged in the equipment leasing business. TIF IX is
currently in its liquidation phase and must be dissolved by December 31, 2005.
Also, an affiliate of the General Partner is the general partner of a privately
offered active limited partnership. As of December 31, 2003, the net proceeds of
the private program, TIF IX, and TIF XI have been invested in specific
equipment. The activities of the General Partner, in regards to its other
leasing activities, has had no impact on the Partnership to date in management's
opinion.
The General Partner is not aware of any regulatory issues that may have a
substantial negative impact on the telecommunications businesses to whom the
Partnership leases equipment. There are and will continue to be regulatory
issues in the telecommunications industry that the General Partner will monitor.
Berthel Fisher & Company (BFC), the parent of the General Partner, had
$2,242,000 of unsecured debt that was due December 31, 2002. This debt was
refinanced in January, 2004 with new notes payable due June, 2008. BFC raised
$725,000 under the debt offering and $712,000 of the $2,242,000 debt due in 2002
was rolled over into the new debt issue. In addition, BFC issued a note payable
to a bank for $1,000,000. The proceeds raised were used to payoff the $1,530,000
of unsecured debt that was not rolled over into the new debt issue.
Liquidity and Capital Resources
The Partnership is required to establish working capital reserves of no less
than 1% of the total capital raised to satisfy general liquidity requirements,
operating costs of equipment, and the maintenance and refurbishment of
equipment. At December 31, 2003, that working capital reserve, as defined, would
be $226,025. Actual cash on hand at December 31, 2003 was $111,642. However,
upon entering the liquidation phase, the General Partner has prioritized the
liquidation of assets and distributing remaining proceeds to the partners.
Management believes that the cash on hand at December 31, 2003 and the expected
repayments of notes receivable is sufficient to satisfy current operating
expenses and costs of the Partnership.
The Partnership will continue to liquidate its assets in an orderly manner to
achieve the highest price possible for the partners and make distributions as
cash becomes available through sales of assets or collections of notes
receivable.
The General Partner, has $1.9 million of notes payable due December 31, 2004 and
may not have sufficient liquid assets to repay the notes payable and could
impact its ability to continue as a going concern. The General Partner is
pursuing refinancing and other alternatives to meet its obligations. No
assurance can be provided that the General Partner will be successful in its
efforts.
6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
Equity Price Sensitivity
The table below provides information about the Partnership's not readily
marketable equity security that is sensitive to price changes as of December 31,
2003.
Carrying Amount Fair Value
--------------- ----------
Common Stock-Polar $ 120,907 $ 120,907
============= =============
The Partnership's primary market risk exposure is equity price. The
Partnership's general strategy in owning equity securities is long-term growth
in the equity value of emerging companies in order to increase the rate of
return to the limited partners over the life of the Partnership. The primary
risk of the security held is derived from the underlying ability of the company
invested in to satisfy debt obligations and their ability to maintain or improve
common equity values. In July, 2003, Murdock merged with Polar, a company that
has historically had operating losses, and therefore, the equity price can be
volatile. The Partnership holds 1,343,407 shares of Polar and at December 31,
2003, the total amount at risk was $120,907. Polar is valued at the market price
less a discount for the lack of marketability. The Partnership is subject to
lock-up agreement with respect to selling these shares until July, 2004. No
assurance can be given that any value can be realized from this investment.
Interest Rate Sensitivity
The table below provides information about the Partnership's notes receivable
that are sensitive to changes in interest rates. The table presents the
principal amounts and related weighted average interest rates by expected
maturity dates as of December 31, 2003.
Assets
---------------------------------
Expected Fixed Rate Average
Maturity Date Notes Receivable Interest Rate
------------- ---------------- -------------
2004 $ 112,802 8.1%
2005 4,156 9.5%
2006 3,051 9.5%
-------------
Total $ 120,009
=============
Fair Value $ 60,009
=============
The Partnership manages interest rate risk, its primary market risk exposure
with respect to notes receivable, by limiting the terms of notes receivable to
no more than five years.
Item 8. Financial Statements and Supplementary Data
- -----------------------------------------------------
The following financial statements and related information as of and for the
years ended December 31, 2003, 2002, and 2001 are included in Item 8:
Independent Auditors' Reports
Statements of Net Assets as of December 31, 2003 and 2002
(Liquidation Basis)
Statements of Changes in Net Assets (Liquidation Basis)
for the Years Ended December 31, 2003, 2002, and 2001
Statements of Cash Flows for the Years Ended December 31, 2003,
2002, and 2001
Notes to Financial Statements
7
McGLADREY & PULLEN
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report
To the Partners
Telecommunications Income Fund X, L.P.
Marion, Iowa
We have audited the accompanying statement of net assets (liquidation basis) of
Telecommunications Income Fund X, L.P. (the "Partnership") as of December 31,
2003, and the related statements of changes in net assets (liquidation basis)
and of cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, the Partnership agreement
required that the orderly liquidation of the Partnership's net assets to begin
on December 31, 1999, and the Partnership commenced liquidation shortly
thereafter. As a result, the Partnership changed its basis of accounting from
the going-concern basis to the liquidation basis effective December 31, 1999.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of Telecommunications Income Fund X, L.P. at December
31, 2003, and the changes in its net assets and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America on the basis described in Note 1.
As discussed in Note 1 to the financial statements, because of the inherent
uncertainty of valuation when an entity is in liquidation, the amounts
realizable from the disposition of the remaining assets may differ materially
from the amounts shown in the accompanying financial statements.
/s/ McGladrey & Pullen, LLP
-----------------------------------
McGladrey & Pullen, LLP
Cedar Rapids, Iowa
January 29, 2004
McGladrey & Pullen, LLP is a member firm of RSM International - an affiliation
of separate and independent legal entities.
8
INDEPENDENT AUDITORS' REPORT
To the Partners
Telecommunications Income Fund X, L.P.
We have audited the accompanying statement of net assets (liquidation basis) of
Telecommunications Income Fund X, L.P. (the "Partnership") as of December 31,
2002, and the related statements of changes in net assets (liquidation basis)
and of cash flows for each of the two years in the period ended December 31,
2002. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, the Partnership agreement
required that the orderly liquidation of the Partnership's net assets begin on
December 31, 1999, and the Partnership commenced liquidation shortly thereafter.
As a result, the Partnership changed its basis of accounting from the going
concern basis to the liquidation basis effective December 31, 1999.
In our opinion, such financial statements present fairly, in all material
respects, the net assets of Telecommunications Income Fund X, L.P. at December
31, 2002, and the changes in its net assets and its cash flows for each of the
two years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America on the basis
described in Note 1.
As discussed in Note 1 to the financial statements, because of the inherent
uncertainty of valuation when an entity is in liquidation, the amounts
realizable from the disposition of the remaining assets may differ materially
from the amounts shown in the accompanying financial statements.
/s/ DELOITTE & TOUCHE LLP
- -----------------------------
DELOITTE & TOUCHE LLP
Cedar Rapids, Iowa
March 10, 2003
9
Telecommunications Income Fund X, L.P.
Statements of Net Assets (Liquidation Basis)
December 31, 2003 and 2002
Assets 2003 2002
- ----------------------------------------------------------------------------------
Cash and cash equivalents $111,642 $ 49,000
Not readily marketable equity security (Note 2) 120,907 59,250
Net investment in direct financing leases and
notes receivable (Notes 3 and 4) 60,009 177,900
Other assets 23,178 56,036
-------- --------
$315,736 $342,186
======== ========
Liabilities and Net Assets
- ----------------------------------------------------------------------------------
Accounts payable $ 21,796 $ 34,797
Lease security deposits -- 592
Reserve for estimated costs during the period of liquidation 61,900 120,249
-------- --------
83,696 155,638
-------- --------
Contingency (Note 9)
Net assets 232,040 186,548
-------- --------
$315,736 $342,186
======== ========
See Notes to Financial Statements.
10
Telecommunications Income Fund X, L.P.
Statements of Changes in Net Assets (Liquidation Basis)
Years Ended December 31, 2003, 2002, and 2001
- --------------------------------------------------------------------------------
Net assets, December 31, 2000 $ 4,825,280
Income from direct financing leases 70,465
Interest and other income 29,781
Change in estimate of liquidation value of net assets (Note 1) (3,425,724)
Distributions to partners ($11.93 per unit) (Note 6) (1,049,864)
Withdrawals of limited partners (16,234)
-----------
Net assets, December 31, 2001 433,704
Income from direct financing leases 2,901
Interest and other income 17,082
Change in estimate of liquidation value of net assets (Note 1) (264,525)
Withdrawals of limited partners (2,614)
-----------
Net assets, December 31, 2002 186,548
Income from direct financing leases 157
Interest and other income 18,793
Change in estimate of liquidation value of net assets (Note 1) 107,912
Distributions to partners ($.92 per unit) (Note 6) (80,000)
Withdrawals of limited partners (1,370)
-----------
Net assets, December 31, 2003 $ 232,040
===========
See Notes to Financial Statements.
11
Telecommunications Income Fund X, L.P.
Statements of Cash Flows
Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
- -------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Change in net assets excluding distributions and
withdrawals $ 126,862 $ (244,542) $(3,325,478)
Adjustments to reconcile to net cash (used in)
operating activities:
Liquidation basis adjustments (107,912) 264,525 3,425,724
Changes in operating assets and liabilities:
Other assets 32,858 12,807 (25,578)
Accounts payable (13,001) (28,166) (151,994)
Reserve for estimated costs during liquidation period (91,835) (169,825) (208,991)
----------- ----------- -----------
Net cash (used in) operating activities (53,028) (165,201) (286,317)
----------- ----------- -----------
Cash Flows from Investing Activities:
Proceeds from sale of equipment under
operating leases -- -- 240,460
Repayments of direct financing leases 2,960 90,946 505,702
Proceeds from sale or termination of direct
financing leases 65,915 58,575 300,811
Repayments of notes receivable 128,757 42,487 7,588
Net lease security deposits paid (592) (21,390) (6,550)
----------- ----------- -----------
Net cash provided by investing activities 197,040 170,618 1,048,011
----------- ----------- -----------
Cash Flows (Used In) Financing Activities,
distributions and withdrawals paid to partners (81,370) (2,614) (1,066,098)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 62,642 2,803 (304,404)
Cash and cash equivalents:
Beginning 49,000 46,197 350,601
----------- ----------- -----------
Ending $ 111,642 $ 49,000 $ 46,197
=========== =========== ===========
Supplemental Disclosures of Noncash Investing and
Financing Activities:
Conversion of equipment held for sale to notes receivable $ -- $ -- $ 176,000
Conversion of leases to notes receivable -- 129,387 --
See Notes to Financial Statements.
12
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
Telecommunications Income Fund X, L.P. (the "Partnership") was formed on
April 20, 1993 under the Iowa Limited Partnership Act. The general partner
is Commercial Power Finance, Inc. (the "General Partner"), which changed
its name from Berthel Fisher & Company Leasing, Inc. in March 2004, an Iowa
corporation. During its offering period, the Partnership sold 90,470 units
of partnership interests at a price per unit of $250.
The Partnership operates in one segment. The Partnership's operations are
conducted throughout the United States. The Partnership primarily acquired
equipment for lease to third parties under a direct finance arrangement.
Certain agreements exceed 10% of the Partnership's direct finance lease
portfolio (see Note 3). The Partnership ceased reinvestment in equipment
and leases and began the orderly liquidation of Partnership assets on
January 1, 2000 as required by the Partnership agreement. The Partnership
was required to dissolve on December 31, 2002 (see Note 6). State law
allows the Partnership a reasonable period of time to complete the
dissolution.
Significant accounting policies:
Basis of presentation: The Partnership began the orderly liquidation of
Partnership assets in January 2000 as discussed above. As a result, on
December 31, 1999 the Partnership adopted the liquidation basis of
accounting. The statements of net assets and the statements of changes in
net assets have been prepared on the liquidation basis. Accordingly, assets
have been valued at an estimated net realizable value and liabilities
include estimated costs associated with carrying out the plan of
liquidation.
Changes in the estimated liquidation value of net assets during the years
ended December 31, 2003, 2002 and 2001 are summarized as follows:
2003 2002 2001
-----------------------------------------
Change in estimate of liquidation value of:
Securities $ 61,657 $ 20,664 $ (954,291)
Direct financing leases and notes receivable 55,356 (122,630) (1,151,249)
Equipment held for sale -- -- (1,286,184)
Other assets 24,385 (47,485) --
Reserve for estimated costs during the
period of liquidation (33,486) (115,074) (34,000)
----------- ----------- -----------
$ 107,912 $ (264,525) $(3,425,724)
=========== =========== ===========
The valuation of assets and liabilities necessarily requires many estimates
and assumptions and there are uncertainties in carrying out the liquidation
of the Partnership's net assets. The actual value of the liquidating
distributions will depend on a variety of factors, including the actual
timing of distributions to partners. The actual amounts are likely to
differ from the amounts presented in the financial statements.
13
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies (Continued)
Use of estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
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 significantly from those estimated. Material
estimates that are particularly susceptible to significant change in the
near-term relate to the determination of the net realizable values of the
Partnership's assets and the reserve for estimated costs during the period
of liquidation.
The Partnership's equity security at December 31, 2003 consists of a common
stock investment in one company. A prospective buyer may require a
substantially lower price than currently estimated and the prospects of
this company may deteriorate. These factors, among others, could have a
material near-term impact on the net realizable value of its equity
security.
The Partnership's notes receivable are with customers that are in the
entrepreneurial stage and, therefore, are highly leveraged and require
financing in place of or to supplement financing from banks. Also, the
market for pay telephone equipment is volatile. Although the Partnership
attempts to mitigate its credit risk through timely collection efforts,
failure of the Partnership's customers to make scheduled payments under
their equipment leases and notes receivable could have a material near-term
impact on the net realizable value of leases and notes receivable.
Certain risk concentrations: The Partnership's portfolio of leases and
notes receivable are concentrated in the pay telephone/telecommunications
industry representing approximately 100% and 99% as of December 31, 2003
and 2002, respectively, of the Partnership's direct finance lease and notes
receivable portfolio.
Two customers account for 100% of the Partnership's net investment in
direct financing leases and notes receivable portfolio at December 31, 2003
(two customers represented 95% at December 31, 2002).
Related party transactions: In fulfilling its role as general partner,
Commercial Power Finance, Inc. enters into transactions with the
Partnership in the normal course of business. Further, the Partnership also
enters into transactions with affiliates of Commercial Power Finance, Inc.
These transactions are set forth in the notes that follow. Management is of
the opinion that these transactions are in accordance with the terms of the
Agreement of Limited Partnership.
Cash and cash equivalents: The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to be
cash equivalents.
Equity security: The Partnership's common equity security is restricted as
to sale in the public market under rules of the Securities and Exchange
Commission. The common equity security is valued at an estimated discount
from the published market price reflective of its more illiquid nature.
14
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies (Continued)
Net investment in direct financing leases: The Partnership's primary
activity consists of leasing telecommunications equipment under direct
financing leases generally over a period of three to five years. At the
time of closing a direct financing lease, the Partnership recorded the
gross lease contract receivable, the estimated unguaranteed residual value,
and unearned lease income. The unearned lease income represents the excess
of the gross lease receivable plus the estimated unguaranteed residual
value over the cost of the equipment leased. In addition, the Partnership
capitalized all initial direct costs associated with originating the direct
financing lease. The unearned income and initial direct costs are amortized
to income over the lease term so as to produce a constant periodic
rate-of-return on the net investment in the lease. Lessees are responsible
for all taxes, insurance, and maintenance costs.
The realization of the estimated unguaranteed residual value of leased
equipment depends on the value of the leased equipment at the end of the
lease term and is not a part of the contractual agreement with the lessee.
Estimated residual values are based on estimates of amounts historically
realized by the Partnership for similar equipment and are periodically
reviewed by management for possible impairment.
Notes receivable: Notes receivable are carried at the principal balance
outstanding. Interest income on notes receivable is accrued based on the
principal amount outstanding.
Allowance for possible loan and lease losses: The Partnership performed
credit evaluations prior to approval of a loan and lease. Subsequently, the
creditworthiness of the customer and the value of the underlying assets are
monitored on an ongoing basis. Under its lease agreements, the Partnership
retains legal ownership of the leased asset. The Partnership maintains an
allowance for possible loan and lease losses which could arise should
customers become unable to discharge their obligations under the loan and
lease agreements. The allowance for possible loan and lease losses is
maintained at a level deemed appropriate by management to provide for known
and inherent risks in the loan and lease portfolio. The allowance is based
upon a continuing review of past loss experience, current economic
conditions, delinquent loans and leases, an estimate of potential loss
exposure on significant customers in adverse situations, and the underlying
asset value. The consideration of such future potential losses also
includes an evaluation for other than temporary declines in value of the
underlying assets. Loans and leases, which are deemed uncoIIectible, are
charged off and deducted from the allowance. The provision for possible
loan and lease losses and recoveries are added to the allowance.
Net realizable value of net investment in direct financing leases and notes
receivable: Management, in arriving at the net realizable value of the
Partnership's net investment in direct financing leases and notes
receivable, considered the contractual repayment schedule, the estimated
duration of the liquidation period, the customer and industry concentration
risks, and interest rate levels, among other factors, in arriving at a
discount to apply to the portfolio to estimate its net realizable value.
Tax status: Under present income tax laws, the Partnership is not liable
for income taxes, as each partner recognizes a proportionate share of the
Partnership's income or loss in their income tax return. Accordingly, no
provision for income taxes is made in the financial statements of the
Partnership.
Distributions per partnership unit: Distributions per partnership unit is
based on the weighted average number of units outstanding (including both
General and limited partners' units).
15
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 2. Equity Security
The Partnership's not readily marketable equity security consists of the
following at December 31, 2003 and 2002:
2003 2002
--------- ---------
592,500 shares of common stock of Murdock Communications
Corporation as of December 31, 2002 $ -- $ 59,250
1,343,407 shares of common stock of Polar Molecular
Holding Corporation as of December 31, 2003 120,907 --
--------- ---------
$ 120,907 $ 59,250
========= =========
In July 2003, Murdock merged with Polar, a company that has historically had
operating losses, and therefore, the equity price can be volatile. The
Partnership holds 1,343,407 shares of Polar and as of December 31, 2003, the
total amount at risk was $120,907. Polar is valued at the market price less a
discount for the lack of marketability. The Partnership is subject to a lock-up
agreement with respect to selling these shares until July 2004. No assurance can
be given that any value can be realized from this investment.
Note 3. Net Investment in Direct Financing Leases and Notes Receivable
The Partnership's net investment in direct financing leases and notes receivable
consists of the following at December 31, 2003 and 2002:
2003 2002
--------- ---------
Minimum lease payments receivable $ -- $ 3,116
Estimated unguaranteed residual values -- 1,100
Unamortized initial direct costs -- 1
Unearned income -- (157)
Notes receivable collateralized by payphones, 8.35% average
rate, maturing in 2004 through 2006 120,009 244,896
Adjustment to net realizable value (60,000) (71,056)
--------- ---------
Net investment in direct financing leases and
notes receivable $ 60,009 $ 177,900
========= =========
16
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 3. Net Investment in Direct Financing Leases and Notes Receivable
(Continued)
At December 31, 2003, the contractual maturities of notes receivable was as
follows:
Year ending December 31:
2004 $ 112,802
2005 4,156
2006 3,051
2007 --
---------
$ 120,009
=========
Two customers accounting for 10% or more of the amount of income from direct
financing leases during one or more of the years presented are as follows:
2003 2002 2001
------------------------------------------
Customer A 73% 71% 4%
Customer B -- -- 47
Note 4. Allowance for Possible Loan and Lease Losses
The changes in the allowance for possible loan and lease losses for the years
ended December 31, 2003, 2002, and 2001 are as follows:
2003 2002 2001
-----------------------------------------
Balance, beginning $ 68,541 $ 216,431 $ 758,935
Provision (29,723) 95,000 1,239,000
Charge-offs, net of recoveries 44,282 (242,890) (1,781,504)
----------- ----------- -----------
Balance, ending $ 83,100 $ 68,541 $ 216,431
=========== =========== ===========
The allowance for possible loan and lease losses consisted of specific
allowances for leases and notes receivable of none, none, and $185,000 and a
general unallocated allowance of $83,100, $68,541, and $31,431, respectively, at
December 31, 2003, 2002, and 2001. As of December 31, 2003, $60,000 of the
allowance is included in the net realizable value adjustment discussed in Note
3; the remainder of $23,100 is applied to the other assets. At December 31, 2002
and 2001 the entire allowance is included in the estimated net realizable value
adjustment discussed in Note 3. At December 31, 2003 and 2002, the Partnership
had no customers with payments over 90 days past due.
17
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 5. Equipment Held for Sale
In November 2000, the Partnership exercised its right to manage the assets,
primarily pay phones, leased to Alpha Telecommunications, Inc. due to nonpayment
of lease receivables. Such equipment had been adjusted for an impairment loss of
$351,041 to reflect management's estimated net realizable value of the equipment
at December 31, 2000 of $1,702,644. The equipment was sold during 2001 to two
parties for a note receivable of $176,000 and cash of $240,460 resulting in a
loss of $1,286,184.
The significant loss on equipment in 2001 occurred because pay phone site lease
contracts were not accepted by the trustee during bankruptcy of Alpha
Telecommunications, Inc. Without the contracts in place, the value of the pay
phones decreased significantly. Additionally, the market value of pay phones
decreased due to the general decline experienced in the industry during 2001.
Note 6. Limited Partnership Agreement
The Partnership was formed pursuant to an Agreement of Limited Partnership dated
as of April 20, 1993 and amended August 12, 1993 (the "Agreement"). The
Agreement outlines capital contributions to be made by the partners and the
allocation of cash distributions, net income, and net loss to the partners.
Capital contributions by the partners to the Partnership consist of the $10,000
contributed by the General Partner and the amounts contributed by limited
partners for the purchase of their units.
Net income or net loss allocated to the limited partners will be apportioned
among them based on the number of limited partnership units held and on the
number of months within the respective year that such units were held. Any share
of Partnership net loss will first be allocated to the limited partners to the
extent of their positive capital account balances. Any share of additional net
loss will be allocated to the General Partner. Any Partnership net income will
first be allocated to partners with negative capital accounts in proportion to,
and to the extent of, such negative capital accounts. Except as provided below,
any additional net income will then be allocated to the General Partner and
limited partners based on number of units held. During liquidation of the
Partnership, when cash distributions are to be made 80% to the limited partners
and 20% to the General Partner (see below), net income will be allocated 80% to
the limited partners and 20% to the General Partner.
During the Partnership's operating phase, to the extent there is cash available
for distribution, cash distributions will be made on a monthly basis in the
following order of priority: first, to reimburse the General Partner for
administrative services it provides to the Partnership, as further described in
the Agreement (see Note 7); second, to the limited partners up to amounts
representing a 10.8% cumulative annual return on their adjusted capital
contribution (as defined); and, third, to the General Partner, representing a
monthly equipment management fee of 5% of the gross rental payments received by
the Partnership. To the extent that cash is not available to pay all or a
portion of the equipment management fee pursuant to the above priority
distributions, such fee will accrue and accumulate. Any remaining cash
distributions after payment of the above (including arrearages) will be paid, at
the discretion of the General Partner, to the limited partners.
18
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 6. Limited Partnership Agreement (Continued)
During the Partnership's liquidation phase, cash available for distribution will
be distributed in the following order of priority: first, for payment of the
General Partner's administrative services expense described above; second, to
the limited partners for any arrearage in their 10.8% cumulative priority
return; third, to the limited partners for 100% of their adjusted capital
contributions; fourth, to the limited partners, distributions totaling 10.8%
annually, noncompounded, on their adjusted capital contributions; fifth, to the
General Partner for any arrearage in its equipment management fee; and, sixth,
80% to the limited partners and 20% to the General Partner (provided, however,
that the General Partner will not receive such amounts unless the limited
partners have received total distributions equal to their capital contribution
plus a 10.8% annualized return).
Note 7. Administrative Services Agreement
The General Partner is reimbursed for certain other costs under an
administrative services agreement. Amounts incurred by the Partnership pursuant
to this agreement amounted to $42,000, $54,000, and $90,000 for the years ended
December 31, 2003, 2002, and 2001, respectively.
Note 8. Reconciliation of Financial and Income Tax Reporting Basis
A reconciliation of the change in net assets (excluding distributions and
withdrawals) for financial reporting purposes with net income (loss) reported
for income tax purposes for the years ended December 31, 2003, 2003, and 2001 is
as follows:
2003 2002 2001
------------------------------------------------------------------------------
Amount Per Unit Amount Per Unit Amount Per Unit
------------------------------------------------------------------------------
Change in net assets (excluding
distributions and withdrawals)
for financial reporting purposes $ 126,862 $ 1.47 $ (244,542) $ (2.81) $(3,325,478) $ (37.80)
Adjustments to convert direct
financing leases to operating
leases for income tax purposes 2,104 .02 (212,152) (2.44) (1,525,188) (17.33)
Net change in allowance for
possible loan and lease losses 230,314 2.66 (242,890) (2.79) (1,781,504) (20.24)
Gain (loss) on lease
terminations -- -- 266,111 3.06 (389,742) (4.43)
Impairment of investment -- -- -- -- (1,236,869) (14.06)
Net realizable value adjustments (107,912) (1.25) 264,525 3.04 3,425,724 38.93
----------- -------- ----------- -------- ----------- --------
Net income (loss) for
income tax reporting
purposes $ 251,368 $ 2.90 $ (168,948) $ (1.94) $(4,833,057) $ (54.93)
=========== ======== =========== ======== =========== ========
19
Telecommunications Income Fund X, L.P.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 9. Contingency
Berthel Fisher & Company (BFC), the parent of the General Partner, had
$2,242,000 of unsecured debt that was due December 31, 2002. This debt was
refinanced in January 2004 with new notes payable due June 2008. BFC raised
$725,000 under the debt offering and $712,000 of the $2,242,000 debt due in 2002
was rolled over into the new debt issue. In addition, BFC issued a note payable
to a bank for $1,000,000. The proceeds raised were used to payoff the $1,530,000
of unsecured debt that was not rolled over into the new debt issue.
The General Partner has $1,900,000 of notes payable due December 31, 2004 and
may not have sufficient liquid assets to repay the notes payable and could
impact its ability to continue as a going-concern. The General Partner is
pursuing refinancing and other alternatives to meet its obligations. No
assurance can be provided that the General Partner will be successful in its
efforts.
Note 10. Quarterly Financial Information (Unaudited)
First Second Third Fourth Total
-----------------------------------------------------------
2003
-----------------------------------------------------------
Income from direct financing leases
Interest and other income $ 7,104 $ 3,457 $ 5,632 $ 2,757 $ 18,950
Distributions -- -- -- (80,000) (80,000)
Withdrawals of limited partners (341) (89) -- (940) (1,370)
Change in estimate of liquidation
value of net assets (19,273) 139,236 (99,901) 87,850 107,912
--------- --------- --------- --------- ---------
$ (12,510) $ 142,604 $(94,269) $ 9,667 $ 45,492
========= ========= ========= ========= =========
2002
-----------------------------------------------------------
Income from direct financing leases
Interest and other income $ 6,519 $ 8,208 $ 2,050 $ 3,206 $ 19,983
Withdrawals of limited partners (507) (776) (818) (513) (2,614)
Change in estimate of liquidation
value of net assets (12,801) (156,138) 41,826 (137,412) (264,525)
--------- --------- --------- --------- ---------
$ (6,789) $(148,706) $ 43,058 $(134,719) $(247.156)
========= ========= ========= ========= =========
The change in estimate of liquidation value of net assets in the fourth quarter
is due to a decrease in the provision for possible loan and lease losses of
$79,723. The change in estimate of liquidation value of net assets in the second
quarter of 2002 includes a provision for possible loan and lease losses of
$30,000, primarily the result of a deterioration in the value of the phones and
other equipment under certain lease and note contracts, and an increase in the
estimated costs expected during the period of liquidation of $97,074.
The change in estimate of liquidation value of net assets in the fourth quarter
is due to a change in the period of time in which management reasonably expects
to complete the dissolution of the Partnership which increased the estimated
costs expected during the period of liquidation by $18,000, a provision for
possible loan and lease losses of $50,000, and a decrease in the estimated
liquidation value of a not readily marketable security of $42,038.
20
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
On October 13, 2003, Telecommunications Income Fund X, L.P. notified Deloitte &
Touche (Deloitte) that it would be dismissing Deloitte and appointing a new
independent certifying accountant for the current fiscal year. The Partnership
has engaged McGladrey & Pullen, LLP as its new independent certifying accountant
for the current fiscal year.
Prior to such notification, the Partnership did not consult with McGladrey &
Pullen, LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or any matter that was either the subject
of a disagreement or a reportable event. The Partnership also did not consult
with McGladrey & Pullen, LLP regarding the type of opinion that might be
rendered on the Partnership's financial statements.
The reports of Deloitte on the Partnership's financial statements for the fiscal
years ended December 31, 2002 and 2001 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles other than the reports included an
explanatory paragraph as to the uncertainty of valuation of an entity in
liquidation and the amounts realizable from the disposition of the remaining
assets. In connection with its audits for the fiscal years ended December 31,
2002 and 2001 and the subsequent interim accounting period preceding the
Partnership's notification to Deloitte of its intention to dismiss such firm,
there has been no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to the satisfaction of Deloitte, would have
caused such firm to make reference to the subject matter of the disagreement(s)
in connection with this report.
The Audit Committee of the Parent of the General Partner participated in and
approved the decision to change the Partnership's external auditors and the
Board made the appointment.
Item 9A. Controls and Procedures
- --------------------------------
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of
the Partnership's management, including the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), of the effectiveness of our disclosure controls
and procedures. Based on that evaluation, the CEO and CFO concluded that as of
the end of the period covered by this report, our disclosure controls and
procedures are effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange of 1934 is recorded, processed, summarized, and timely
reported as provided in the SEC's rules and forms.
Changes in Internal Controls
No changes occurred since the quarter ended September 30, 2003 in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
21
Part III
Item 10. Directors & Executive Officers of the Registrant
- ---------------------------------------------------------
A: The General Partner of the registrant:
Commercial Power Finance, Inc., an Iowa corporation.
B: Executive officers of the General Partner of the Registrant:
Thomas J. Berthel (age 52) - Mr. Berthel is the Chief Executive Officer,
President, and Director of the General Partner, a position he has held since the
General Partner's inception in 1988. Mr. Berthel is also President and a
Director of the General Partner's parent, Berthel Fisher & Company ("Berthel
Fisher"), which he founded in 1985, and Berthel Fisher's other subsidiaries,
Berthel Fisher & Company Financial Services, Inc.; Berthel Fisher & Company
Management Corp.; Berthel Fisher & Company Planning, Inc.; and one other
corporation which acts as general partner of a separate private program. He also
serves as the Chairman of the Board and Director of Amana Colonies Golf Course,
Inc. Mr. Berthel holds a bachelor's degree from St. Ambrose College in
Davenport, Iowa (1974). From 1974 to 1982, Mr. Berthel was President and
majority shareholder of Insurance Planning Services Corporation in Maquoketa,
Iowa, which was engaged in the operation of a securities and insurance business.
Mr. Berthel holds a Financial and Operation Principal license issued by the
National Association of Securities Dealers, Inc. Mr. Berthel is also a Certified
Life Underwriter. Mr. Berthel also serves as an individual general partner of
the limited partnership referred to above. Mr. Berthel received a MBA degree
from the University of Iowa in 1993.
Ronald O. Brendengen (age 49) - Mr. Brendengen is the Treasurer, Chief Operating
Officer, Chief Financial Officer, and a Director (1988 to present) of the
General Partner. He was elected to his current offices in October 1996. He
served as Treasurer and Chief Financial Officer since October 1996. He has also
served as Secretary (1994 - March, 1995), Treasurer (1988 - August 1995) and
Chief Financial Officer (1994 - August 1995) of the General Partner. He served
as Controller (1985-1993), Treasurer (1987-present), Chief Financial Officer,
Secretary and a Director (1987-present), and was also elected Chief Operating
Officer in January 1998, of Berthel Fisher & Company, the parent company of the
General Partner. Mr. Brendengen serves as the Treasurer, Chief Financial Officer
and a Director of Berthel Fisher & Company Planning, Inc., the trust advisor of
Berthel Growth & Income Trust I, a company required to file reports pursuant to
the Securities Exchange Act of 1934. He also serves in various offices and as a
Director of each subsidiary of Berthel Fisher & Company. Mr. Brendengen holds a
certified public accounting certificate and worked in public accounting during
1984 and 1985. From 1979 to 1984, Mr. Brendengen worked in various capacities
for Morris Plan and MorAmerica Financial Corp., Cedar Rapids, Iowa. Mr.
Brendengen attended the University of Iowa before receiving a bachelor's degree
in Accounting and Business Administration with a minor in Economics from Mt.
Mercy College, Cedar Rapids, Iowa, in 1978.
22
Item 11. Executive Compensation
- -------------------------------
Set forth is the information relating to all direct remuneration paid or accrued
by the Registrant during the last three years to the General Partner:
(A) (B) (C) (C1) (C2) (D)
Securities of
property
insurance Aggregate
benefits or of
Cash and Cash reimbursement contingent
Name of individual Year equivalent forms personal or forms of
and capacities served Ended of remuneration Fees benefits remuneration
- ---------------------------------------------------------------------------------------------------------------------------------
Commercial Power Finance, Inc. 2003 $0 $ 42,000 $0 $0
(General Partner) 2002 $0 $ 54,000 $0 $0
2001 $0 $ 90,000 $0 $0
23
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) No person owns of record, or is known by the Registrant to own
beneficially, more than five percent of the Partnership Units.
(b) The General Partner of the Registrant owns Units of the Registrant set
forth in the following table.
(1) (2) (3) (4)
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Ownership Beneficial Ownership of Class
- -------------- -------------------- -------------------- --------
Units Commercial Power Finance, Inc. Forty (40) Units; 0.05%
701 Tama Street sole owner.
Marion, IA 52302
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Related party transactions are described in Note 8 of the notes to the financial
statements.
Item 14. Principal Accountant Fees and Services
- -----------------------------------------------
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by
McGladrey & Pullen, LLP for the audit of Telecommunications Income Fund X, L.P.
annual financial statements for the year ended December 31, 2003, and fees
billed for other services rendered by McGladrey & Pullen, LLP and RSM McGladrey,
Inc. (an affiliate of McGladrey & Pullen, LLP).
2003
- ---------------
Audit Fees (1) $ 9,875
Audit-Related Fees -0-
Tax Services -0-
All Other Fees -0-
(1) Audit fees consist of fees for professional services rendered for the audit
of Telecommunications Income Fund X, L.P.'s (the "Partnership") financial
statements and review of financial statements included in Partnership's third
quarter report and services normally provided by the independent auditor in
connection with statutory and regulatory filings or engagements.
24
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) 1. Financial Statements.
Page No.
Statements of Net Assets as of December 31, 2003 and 2002
(Liquidation Basis) 10
Statements of Changes in Net Assets (Liquidation Basis)
for the Years Ended December 31, 2003, 2002, and 2001 11
Statements of Cash Flows
for the Years Ended December 31, 2003, 2002, and 2001 12
Notes to Financial Statements 13
2. Financial Statements Schedules
Information pursuant to Rule 12-09 (Schedule II) is included in the
financial statements and notes thereto.
3. Exhibits
3,4 Amended and Restated Agreement of Telecommunications
Income Fund X, L.P. currently in effect dated as of August 19, 1993(1)
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350
32.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350
(b) Reports on Form 8-K
A report was filed on October 16, 2003 for a Change in Registrant's
Certifying Accountant.
- -----------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit A in the Partnership's
registration statement on Form S-1, effective August 27, 1993
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By Commercial Power Finance, Inc.
By: /s/ Thomas J. Berthel Date: March 29, 2004
--------------------------------
Thomas J. Berthel
President
By Commercial Power Finance, Inc.
By: /s/ Ronald O. Brendengen Date: March 29, 2004
--------------------------------
Ronald O. Brendengen
Chief Financial Officer, Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Thomas J. Berthel Date: March 29, 2004
- ------------------------------------
Thomas J. Berthel
Chief Executive Officer
President, Director
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Ronald O. Brendengen Date: March 29, 2004
- ------------------------------------
Ronald O. Brendengen
Treasurer, Director
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Daniel P. Wegmann Date: March 29, 2004
- ------------------------------------
Daniel P. Wegmann
Controller
Commercial Power Finance, Inc.
Corporate General Partner
/s/ Leslie D. Smith Date: March 29, 2004
- ------------------------------------
Leslie D. Smith
Director
Commercial Power Finance, Inc.
Corporate General Partner
26