FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(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, 1998
[ ] 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 0-9680
CENTURY PROPERTIES FUND XV
(Exact name of small business issuer as specified in its charter)
California 94-2625577
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents 2,887
Receivables and deposits 815
Restricted escrows 211
Other assets 322
Investment properties:
Land 5,766
Buildings and related personal property 34,482
40,248
Accumulated depreciation (19,551) 20,697
24,932
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable 39
Tenant security deposit liabilities 76
Accrued property taxes 579
Other liabilities 287
Mortgage notes payable 18,930
Partners' Capital (Deficit):
Limited partners' (89,980 units issued and
outstanding) 6,156
General partners' (1,135) 5,021
24,932
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $1,929 $2,109 $5,641 $6,207
Other income 94 87 295 302
Gain on sale of properties -- 1,843 -- 1,844
Total revenues 2,023 4,039 5,936 8,353
Expenses:
Operating 689 903 2,050 2,915
General and administrative 56 80 196 226
Depreciation 339 388 992 1,169
Interest 449 517 1,327 1,562
Property taxes 193 207 538 661
Total expenses 1,726 2,095 5,103 6,533
Income before
extraordinary loss 297 1,944 833 1,820
Extraordinary loss on early
extinguishment of debt -- (260) -- (493)
Net income $ 297 $1,684 $ 833 $1,327
Net income allocated
to general partners $ 6 $ 93 $ 17 $ 86
Net income allocated
to limited partners 291 1,591 816 1,241
$ 297 $1,684 $ 833 $1,327
Net income per limited
partnership unit:
Income before
extraordinary loss $ 3.23 $20.51 $ 9.07 $19.16
Extraordinary loss on early
extinguishment of debt -- (2.83) -- (5.37)
Net income per limited
partnership unit $ 3.23 $17.68 $ 9.07 $13.79
Distribution per limited
partnership unit $ -- $31.62 $32.63 $31.62
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 89,980 $ -- $89,980 $89,980
Partners' (deficit) capital
at December 31, 1997 89,980 $(1,092) $ 8,276 $ 7,184
Distributions to partners -- (60) (2,936) (2,996)
Net income for the nine months
ended September 30, 1998 -- 17 816 833
Partners' (deficit) capital
at September 30, 1998 89,980 $(1,135) $ 6,156 $ 5,021
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net income $ 833 $ 1,327
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 992 1,169
Amortization of loan costs and leasing commissions 36 67
Gain on sale of properties -- (1,844)
Loss on disposal of property -- 18
Extraordinary loss on early extinguishment of debt -- 493
Changes in accounts:
Receivables and deposits (128) 139
Other assets (1) (29)
Accounts payable (62) (243)
Tenant security deposit liabilities (16) (67)
Accrued property taxes 69 23
Other liabilities 31 39
Net cash provided by operating activities 1,754 1,092
Cash flows from investing activities:
Net (deposits to) withdrawals from restricted escrows (26) 255
Property improvements and replacements (364) (518)
Net proceeds from the sale of properties -- 11,194
Net cash (used in) provided by investing
activities (390) 10,931
Cash flows from financing activities:
Payments on mortgage notes payable (93) (190)
Repayment of mortgage notes payable -- (5,402)
Debt extinguishment costs -- (382)
Loan costs paid -- (27)
Distributions to partners (2,996) (2,903)
Net cash used in financing activities (3,089) (8,904)
Net (decrease) increase in cash and cash equivalents (1,725) 3,119
Cash and cash equivalents at beginning of period 4,612 999
Cash and cash equivalents at end of period $ 2,887 $ 4,118
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,290 $ 1,532
See Accompanying Notes to Consolidated Financial Statements
e)
CENTURY PROPERTIES FUND XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Century
Properties Fund XV (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
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 Fox Capital Management Corporation ("FCMC" or the "Managing
General Partner"), a California corporation, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods ended
September 30, 1998, are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1998. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the year ended December 31,
1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
FCMC and Fox Realty Investors ("FRI"), a California general partnership, are the
co-general partners of the Partnership. NPI Equity Investments II, Inc., a
Florida corporation ("NPI Equity"), is the managing general partner of FRI.
Insignia Properties Trust ("IPT") is the sole shareholder of both FCMC and NPI
Equity (see "Note E").
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and its affiliates
were incurred during the nine month periods ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $291 $321
Reimbursement for services of affiliates, including
approximately $19,000 and $21,000 in construction
oversight reimbursements in 1998 and 1997,
respectively (included in investment properties
and operating and general and administrative
expenses) 117 138
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner but with an insurer unaffiliated with the Managing
General Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency, which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner, which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
In December 1997, an affiliate of the Managing General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 36,000 of the outstanding units of
limited partnership interest in the Partnership, at $120.00 per Unit, net to the
seller in cash. As a result of the tender offer, the Purchaser acquired 4,222
of the outstanding limited partnership units of the Partnership as of January
30, 1998.
NOTE C - DISPOSITION OF RENTAL PROPERTIES
On January 15, 1997, the Partnership sold Phoenix Business Park, located in
Atlanta, Georgia, to an unaffiliated third party for a contract price of
$5,600,000. After payment of the mortgage note payable, closing costs and
related expenses, the Partnership received proceeds of approximately $2,414,000.
The carrying value of the investment property at the time of the sale was
approximately $5,031,000. For financial statement purposes, the sale resulted
in a gain of approximately $1,000. For financial statement purposes, the payment
of the mortgage note payable resulted in an extraordinary loss on early
extinguishment of debt of approximately $233,000.
On September 24, 1997, the Partnership sold Summerhill Apartments, located in
Dallas, Texas, to an unrelated third party for a contract price of $6,150,000.
After payment of the mortgage note payable, closing costs and related expenses,
the Partnership received proceeds of approximately $2,996,000. The carrying
value of the investment property at the time of the sale was approximately
$4,148,000. For financial statement purposes, the sale resulted in a gain of
approximately $1,843,000, and the payment of the mortgage note payable resulted
in an extraordinary loss on early extinguishment of debt of approximately
$260,000.
NOTE D - DISTRIBUTIONS
During the nine month period ended September 30, 1998, the Partnership
distributed approximately $2,936,000 ($32.63 per limited partnership unit) to
the limited partners and approximately $60,000 to the general partners from the
proceeds from the sale of Summerhill Apartments in September 1997.
During the nine months ended September 30, 1997, the Partnership distributed
approximately $2,845,000 ($31.62 per limited partnership unit) to the limited
partners and approximately $58,000 to the general partners from the remaining
proceeds from the sale of Northbrook Office Complex, the proceeds from the sale
of Phoenix Business Park and cash flows from operations.
NOTE E - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired approximately
51% of the outstanding common shares of beneficial interest of IPT, the entity
which controls the Managing General Partner of the Partnership. Also, effective
October 1, 1998, IPT and AIMCO entered into an Agreement and plan of Merger
pursuant to which IPT is to be merged with and into AIMCO or a subsidiary of
AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the holders
of a majority of the outstanding IPT Shares. AIMCO has agreed to vote all of
the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the
IPT Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger.
As a result of AIMCO's ownership and its agreement, the vote of no other holder
of IPT is required to approve the merger. The Managing General Partner
does not believe that this transaction will have a material effect on the
affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's remaining investment properties consist of two residential
apartment complexes. The following table sets forth the average occupancy of
the properties for each of the nine month periods ended September 30, 1998 and
1997:
Average Occupancy
Property 1998 1997
Lakeside Place Apartments 98% 95%
Houston, Texas
Preston Creek Apartments 92% 94%
Dallas, Texas
The Managing General Partner attributes the increase in occupancy at Lakeside
Place Apartments to an overall growth in the Houston, Texas, market.
The Partnership reported net income of approximately $297,000 and $833,000 for
the three and nine months ended September 30, 1998, versus net income of
approximately $1,684,000 and $1,327,000 for the corresponding periods in 1997.
The decrease in rental income, and operating, depreciation, interest, and
property tax expenses are primarily due to the sales of two investment
properties in 1997. Phoenix Business Park was sold in January 1997 and
Summerhill Apartments was sold in September 1997 (see discussion below).
General and administrative expenses decreased as a result of fewer expense
reimbursements being paid to the Managing General Partner.
For the remaining properties, Lakeside Place Apartments and Preston Creek
Apartments, rental income increased approximately $358,000 while operating
expenses decreased approximately $359,000 for the nine months ended September
30, 1998, as compared to the same period in 1997. Rental revenue increased due
to an increase in occupancy and average rental rates at Lakeside Place
Apartments. Other income increased as a result of an increase in interest
income due to larger cash balances in interest bearing accounts and an increase
in fees collected from the tenants at Lakeside Place Apartments primarily for
parking, late charges, pet fees and application fees. Operating expenses
decreased primarily from decreases in maintenance and property expenses. The
decrease in maintenance expenses can be attributed to the completion of property
improvements and upgrades to Lakeside Place Apartments in 1997. Property
expenses decreased primarily due to decreases in on-site employee expenses at
Lakeside Place Apartments including salaries and related benefits.
Included in operating expenses of the remaining properties for the nine months
ended September 30, 1998, was approximately $41,000 of major repairs and
maintenance comprised primarily of parking lot repairs, major landscaping and
exterior building improvements. For the nine months ended September 30, 1997,
operating expenses of the remaining properties included approximately $176,000
of major repairs and maintenance including exterior painting, major landscaping
and parking lot repairs.
On January 15, 1997, the Partnership sold Phoenix Business Park, located in
Atlanta, Georgia, to an unrelated third party for a contract price of
$5,600,000. After payment of the mortgage note payable, closing costs and
related expenses, the Partnership received proceeds of approximately $2,414,000.
The carrying value of the investment property at the time of the sale was
approximately $5,031,000. For financial statement purposes, the sale resulted
in a gain of approximately $1,000. For financial statement purposes, the payment
of the mortgage note payable resulted in an extraordinary loss on early
extinguishment of debt of approximately $233,000.
On September 24, 1997, the Partnership sold Summerhill Apartments, located in
Dallas, Texas, to an unrelated third party for a contract price of $6,150,000.
After payment of the mortgage note payable, closing costs and related expenses,
the Partnership received proceeds of approximately $2,996,000. The carrying
value of the investment property at the time of the sale was approximately
$4,148,000. For financial statement purposes, the sale resulted in a gain of
approximately $1,843,000, and the payment of the mortgage note payable resulted
in an extraordinary loss on early extinguishment of debt of approximately
$260,000.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At September 30, 1998, the Partnership held cash and cash equivalents of
approximately $2,887,000 compared to approximately $4,118,000 at September 30,
1997. The decrease in cash and cash equivalents was approximately $1,725,000 for
the nine month period ended September 30, 1998, versus an increase of
approximately $3,119,000 for the corresponding period in 1997. Net cash
provided by operating activities increased primarily due to the increase in
rental income and the decrease in operating expenses at the remaining
properties, as discussed above. Also contributing to the increase in net cash
provided by operating activities was the decrease in cash used for accounts
payable due to the timing of payments. Partially offsetting these changes was a
decrease in cash provided by receivables and deposits primarily due to the
timing of withdrawals from tax escrows. Net cash used in investing activities
increased primarily as a result of net proceeds from the sale of Phoenix
Business Park and Summerhill Apartments being included in 1997 investing
activities. Net cash used in financing activities decreased as a result of the
repayment of the mortgage notes payable and debt extinguishment costs associated
with the sales of Phoenix Business Park and Summerhill Apartments in 1997.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents the line of credit is the Partnership's only unused source of
liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
Managing General Partner is currently assessing the need for capital
improvements at each of the Partnership's properties. To the extent that
additional capital improvements are required, the Partnership's distributable
cash flow, if any, may be adversely affected, at least in the short term. The
mortgage indebtedness of approximately $18,930,000 is amortized over varying
periods with maturity dates of July 2001 and November 2003. The Managing General
Partner will attempt to refinance such indebtedness or sell the properties prior
to such maturity date. If the properties cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such properties through
foreclosure. The Partnership distributed approximately $2,936,000 ($32.63 per
limited partnership unit) to the limited partners and approximately $60,000 to
the general partners during the nine months ended September 30, 1998. This
amount represents the net proceeds from the sale of Summerhill Apartments in
1997. During the nine months ended September 30, 1997, the Partnership
distributed approximately $2,845,000 ($31.62 per limited partnership unit) to
the limited partners and approximately $58,000 to the general partners from the
remaining proceeds from the sale of Northbrook Office Complex, the proceeds from
the sale of Phoenix Business Park and cash flows from operations. Future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit distributions to its partners in 1998 or
subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired approximately
51% of the outstanding common shares of beneficial interest of Insignia
Properties Trust ("IPT"), the entity which controls the Managing General Partner
of the Partnership. Also, effective October 1, 1998, IPT and AIMCO entered into
an Agreement and plan of Merger pursuant to which IPT is to be merged with and
into AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires
the approval of the holders of a majority of the outstanding IPT Shares.
AIMCO has agreed to vote all of the IPT Shares owned by it in favor of the IPT
Merger and has granted an irrevocable limited proxy to unaffiliated
representatives of IPT to vote the IPT Shares acquired by AIMCO and its
subsidiaries in favor of the IPT Merger. As a result of AIMCO's ownership and
its agreement, the vote of no other holder of IPT is required to approve the
merger. The Managing General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
Year 2000
GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND THE NATURE AND EFFECTS OF THE
YEAR 2000 ON INFORMATION TECHNOLOGY (IT) AND NON-IT SYSTEMS
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
RISK ASSOCIATED WITH THE YEAR 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which are scheduled to be heard on
January 8, 1999. The Managing General Partner believes the action to be without
merit, and intends to vigorously defend it.
On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). The complaint names as defendants
Insignia, several Insignia Affiliates alleged to be managing partners of the
Subject Partnerships, the Partnership and the Managing General Partner.
Plaintiffs allege that they have requested from, but have been denied by each of
the Subject Partnerships, lists of their respective limited partners for the
purpose of making tender offers to purchase up to 4.9% of the limited partner
units of each of the Subject Partnerships. The complaint also alleges that
certain of the defendants made tender offers to purchase limited partner units
in many of the Subject Partnerships, with the alleged result that plaintiffs
have been deprived of the benefits they would have realized from ownership of
the additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the partnership
statutes of the states in which the Subject Partnerships are organized.
Plaintiffs seek compensatory, punitive and treble damages. The Managing General
Partner filed an answer to the complaint on September 15, 1998. The Managing
General Partner believes the claims to be without merit and intends to defend
the action vigorously.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition or operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K: None filed during the quarter ended September 30,
1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XV
By: FOX CAPITAL MANAGEMENT CORPORATION
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 12, 1998
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<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Fund XV 1998 Third Quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB filing.
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<NAME> CENTURY PROPERTIES FUND XV
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,887
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
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<PP&E> 40,248
<DEPRECIATION> 19,551
<TOTAL-ASSETS> 24,932
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<OTHER-SE> 5,021
<TOTAL-LIABILITY-AND-EQUITY> 24,932
<SALES> 0
<TOTAL-REVENUES> 5,936
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,776
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,327
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 833
<EPS-PRIMARY> 9.07<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
