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 March 31, 2000
[ ] 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, PO 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 preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 4,943
Receivables and deposits 103
Restricted escrows 419
Other assets 423
Investment properties:
Land $ 5,766
Buildings and related personal property 35,722
41,488
Less accumulated depreciation (21,606) 19,882
$ 25,770
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 26
Tenant security deposit liabilities 65
Accrued property taxes 217
Other liabilities 448
Mortgage notes payable 28,200
Distribution payable 4,257
Partners' Deficit
General partners $ (1,385)
Limited partners (89,980 units issued and
outstanding) (6,058) (7,443)
$ 25,770
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Revenues:
<S> <C> <C>
Rental income $ 1,896 $1,913
Other income 85 71
Total revenues 1,981 1,984
Expenses:
Operating 569 611
General and administrative 186 119
Depreciation 362 339
Interest 508 447
Property taxes 244 153
Total expenses 1,869 1,669
Income before extraordinary loss on early
extinguishment of debt 112 315
Extraordinary loss on early extinguishment of debt (474) --
Net (loss) income $ (362) $ 315
Net (loss) income allocated to general partners (2%) $ (7) $ 6
Net (loss) income allocated to limited partners (98%) (355) 309
$ (362) $ 315
Per limited partnership unit:
Income before extraordinary loss $ 1.22 $ 3.43
Extraordinary loss (5.17) --
Net (loss) income $ (3.95) $ 3.43
Distributions per limited partnership unit $103.25 $ 4.90
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPTIAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 89,980 $ -- $89,980 $89,980
Partners' (deficit) capital
at December 31, 1999 89,980 $(1,188) $ 3,587 $ 2,399
Distribution to partners -- (190) (9,290) (9,480)
Net loss for the three months
ended March 31, 2000 -- (7) (355) (362)
Partners' deficit at
March 31, 2000 89,980 $(1,385) $(6,058) $(7,443)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net (loss) income $ (362) $ 315
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 362 339
Amortization of loan costs 15 19
Extraordinary loss on early extinguishments of debt 474 --
Change in accounts:
Receivables and deposits 563 16
Other assets (20) (9)
Accounts payable (12) (2)
Tenant security deposit liabilities -- (2)
Accrued property taxes (577) (61)
Other liabilities 135 (9)
Net cash provided by operating activities 578 606
Cash flows from investing activities:
Net deposits to restricted escrows (294) (40)
Property improvements and replacements (100) (137)
Net cash used in investing activities (394) (177)
Cash flows from financing activities:
Payments on mortgage notes payable -- (33)
Repayment of mortgage note payable (14,249) --
Proceeds from mortgage note payable 23,700 --
Debt extinguishment costs (411) --
Loan costs paid (254) --
Distributions to partners (5,754) (450)
Net cash provided by (used in) financing activities 3,032 (483)
Net increase (decrease) in cash and cash equivalents 3,216 (54)
Cash and cash equivalents at beginning of period 1,727 1,143
Cash and cash equivalents at end of period $ 4,943 $ 1,089
Supplemental disclosure of cash flow information:
Cash paid for interest $ 331 $ 428
Supplemental disclosure of non-cash activity:
Distribution payable $ 4,257 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
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" or the "Registrant") 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 month
period ended March 31, 2000, are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2000. 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
fiscal year ended December 31, 1999.
Principles of Consolidation
The Partnership's financial statements include the accounts of Century Lakeside
Place, L.P., a limited partnership in which the Partnership owns a 99% limited
partnership interest. The Partnership has the ability to control the major
operating and financial policies of the partnership. All interpartnership
transactions have been eliminated.
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged 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, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this transaction has had or will have a material effect on the affairs and
operations of the Partnership.
Note C - Transactions with Affiliated Parties
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 payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of the Managing General Partner were
incurred during the three months ended March 31, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $ 99 $100
Reimbursement for services of affiliates (included in
general and administrative expenses and
investment properties) 37 31
Partnership management fee (included in general and
administrative expense) 120 50
<PAGE>
During the three months ended March 31, 2000 and 1999, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from both
of the Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $99,000 and $100,000 for the
three months ended March 31, 2000 and 1999, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $37,000 and
$31,000 for the three months ended March 31, 2000 and 1999, respectively.
Pursuant to the Partnership Agreement, for managing the affairs of the
Partnership, the Managing General Partner is entitled to receive a Partnership
fee equal to 10% of the Partnership's adjusted cash from operations as
distributed. Partnership management fees of $120,000 and $50,000 were earned and
paid during the three month period ended March 31, 2000 and 1999, respectively.
The Partnership management fee earned during the three months ended March 31,
2000 will be paid during the second quarter.
AIMCO and its affiliates currently own 54,594.34 limited partnership units in
the Partnership representing 60.67% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership of 60.67% of the outstanding units, AIMCO is in a position to
influence all voting decisions with respect to the Registrant. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of their
affiliation with the Managing General Partner. However, Riverside Drive LLC, an
affiliate which owns 35,473.17 of the limited partnership units, is required to
vote its Units: (i) against any proposal to increase the fees and other
compensation payable by the Partnership to the Managing General Partner and any
of its affiliates; and (ii) with respect to any proposal made by the Managing
General Partner or any of its affiliates, in proportion to votes cast by other
unit holders. Except for the foregoing, no other limitations are imposed on
Riverside's right to vote each Unit acquired.
Note D - Extraordinary Loss on Early Extinguishment of Debt
The Partnership refinanced the mortgage encumbering Lakeside Place Apartments on
February 4, 2000. The refinancing replaced indebtedness of approximately
$14,249,000 with a new mortgage of $23,700,000. The mortgage was refinanced at
an interest rate of 8.34% compared to the previous interest rate of 9.60%.
Monthly installments of principal and interest, of approximately $203,000
commenced on April 1, 2000 and will end on March 1, 2020. Capitalized loan costs
incurred for the refinancing were approximately $254,000. The Partnership
recognized an extraordinary loss on the early extinguishment of debt in the
amount of approximately $474,000, consisting of a prepayment penalty and the
write-off of unamortized loan costs on the previous mortgage.
Note E - Distributions
At December 31, 1999, a distribution payable of approximately $531,000
(approximately $520,000 to the limited partners or $5.78 per limited partnership
unit) was accrued and subsequently paid in January 2000. A cash distribution
from operations of approximately $450,000 (approximately $441,000 to the limited
partners or $4.90 per limited partnership unit) was made during the three months
ended March 31, 1999. In addition, the Partnership declared a distribution of
approximately $9,480,000 ($9,290,000 to the limited partners or $103.24 per
limited partnership unit) in the first quarter of 2000, consisting of
approximately $8,398,000 (approximately $8,230,000 to the limited partners or
$91.46 per limited partnership unit) of refinance proceeds from Lakeside Place
and approximately $1,082,000 (approximately $1,060,000 to the limited partners
or $11.78 per limited partnership unit) from operations. Approximately
$5,223,000 of this distribution was paid to affiliates of the Managing General
Partner during the quarter ended March 31, 2000. The remaining $4,257,000 was
paid subsequent to March 31, 2000.
Note F - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of two apartment complexes
located in Texas. The Partnership rents apartment units to tenants for terms
that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segments:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the three month periods ended March 31, 2000 and 1999 is
shown in the tables below (in thousands). The "Other" column includes
partnership administration related items and income and expense not allocated to
the reportable segment.
2000 Residential Other Totals
Rental income $ 1,896 $ -- $ 1,896
Other income 74 11 85
Interest expense 508 -- 508
Depreciation 362 -- 362
General and administrative expense -- 186 186
Extraordinary loss (474) -- (474)
Segment loss (187) (175) (362)
Total assets 22,020 3,750 25,770
Capital expenditures for
investment properties 100 -- 100
1999 Residential Other Totals
Rental income $ 1,913 $ -- $ 1,913
Other income 64 7 71
Interest expense 447 -- 447
Depreciation 339 -- 339
General and administrative expense -- 119 119
Segment profit (loss) 427 (112) 315
Total assets 22,174 801 22,975
Capital expenditures for
investment properties 137 -- 137
Note G - 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 action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The plaintiffs seek 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 filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a Stipulation of Settlement, settling claims, subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999. Preliminary approval of the settlement was obtained on
November 3, 1999 from the Superior Court of the State of California, County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999. Prior to the December 10, 1999 hearing the Court received various
objections to the settlement, including a challenge to the Court's preliminary
approval based upon the alleged lack of authority of class plaintiffs' counsel
to enter the settlement. On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to disqualify some of the plaintiffs' counsel in the action. The
Managing General Partner does not anticipate that costs associated with this
case will be material to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment properties consist of two residential apartment
complexes. The following table sets forth the average occupancy of the
properties for the three months ended March 31, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lakeside Place Apartments (1) 91% 94%
Houston, Texas
Preston Creek Apartments 94% 94%
Dallas, Texas
(1) The Managing General Partner attributes the decrease in occupancy to
increased competition in the local market.
Results of Operations
The Partnership's net loss for the three months ended March 31, 2000 was
approximately $362,000 compared to net income of approximately $315,000 for the
three months ended March 31, 1999. The increase in net loss is primarily due to
the recognition of an extraordinary loss on the early extinguishment of debt
during the three months ended March 31, 2000 (see discussion below) and an
increase in total expenses. The increase in total expenses is primarily due to
an increase in property tax, general and administrative, and interest expenses
partially offset by decreased operating expenses. The increase in property tax
expense is due to the timing of the receipt of the tax bills which effected the
accrual of taxes at March 31, 2000 and 1999. Interest expense increased as a
result of the mortgage refinancing at Lakeside Apartments in February 2000
resulting in approximately a $9,451,000 increase in mortgage principal.
Operating expenses decreased primarily due to a decrease in property expenses.
Property expenses decreased as a result of decreased maintenance salary expense
at both Lakeside Place and Preston Creek, in addition, to a decreased utility
expense at Lakeside Place.
General and administrative expense increased as a result of fees paid to the
Managing General Partner due to the increase in the operating distribution
allowed per the Partnership Agreement. Included in general and administrative
expenses at both March 31, 2000 and 1999, are reimbursements to the Managing
General Partner allowed under the Partnership Agreement associated with its
management of the Partnership. In addition, costs associated with the quarterly
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included.
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.
Liquidity and Capital Resources
At March 31, 2000, the Registrant had cash and cash equivalents of approximately
$4,943,000 as compared to approximately $1,089,000 at March 31, 1999. For the
three months ended March 31, 2000, cash and cash equivalents increased by
approximately $3,216,000 from the Partnership's year ended December 31, 1999.
The increase in cash and cash equivalents is due to approximately $3,032,000 of
cash provided by financing activities and approximately $578,000 of cash
provided by operating activities which was partially offset by approximately
$394,000 of cash used in investing activities. Cash provided by financing
activities consisted of refinancing proceeds from Lakeside Place, partially
offset by principal payoff of the debt encumbering Lakeside Place, debt
extinguishment costs, loan costs paid, advances to limited partners and a
distribution to partners. Cash used in investing activities consisted of capital
improvements and replacements and net deposits to escrow accounts maintained by
the mortgage lenders. The Registrant invests its working capital reserves in
money market accounts.
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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for the Partnership's properties are detailed below.
Lakeside Place Apartments
Approximately $398,000 has been budgeted for capital improvements at Lakeside
Place Apartments for the year 2000 consisting primarily of furniture and fixture
replacements, floor covering replacements, plumbing enhancements, air
conditioning improvements, appliance replacements, and electrical enhancements.
During the three month period ended March 31, 2000, the Partnership completed
approximately $75,000 of capital improvements at Lakeside Place Apartments
consisting primarily of light fixture enhancements, appliance replacements,
floor covering replacements, office equipment, and roof replacements. These
improvements were funded from operations and replacement reserves. Additional
improvements may be considered and will depend on the physical condition of the
property as well as the replacement reserves and anticipated cash flow generated
by the property.
Preston Creek Apartments
Approximately $137,000 has been budgeted for capital improvements at Preston
Creek Apartments for the year 2000 consisting primarily of interior decoration,
floor covering replacements, and parking lot improvements. During the three
month period ended March 31, 2000, the Partnership completed approximately
$25,000 of capital improvements at Preston Creek Apartments consisting primarily
of appliance replacements, floor covering replacements, and interior decoration.
These improvements were funded from operations. Additional improvements may be
considered and will depend on the physical condition of the property as well as
the replacement reserves and anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Partnership refinanced the mortgage encumbering Lakeside Place Apartments on
February 4, 2000. The refinancing replaced indebtedness of approximately
$14,249,000 with a new mortgage of $23,700,000. The mortgage was refinanced at
an interest rate of 8.34% compared to the previous interest rate of 9.60%.
Monthly installments of principal and interest, of approximately $203,000
commenced on April 1, 2000 and will end on March 1, 2020. Capitalized loan costs
incurred for the refinancing were approximately $254,000. The Partnership
recognized an extraordinary loss on the early extinguishment of debt in the
amount of approximately $474,000 which consisted of a prepayment penalty and the
write-off of unamortized loan costs on the previous mortgage.
The Partnership's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $28,200,000 is amortized over varying periods with
maturity dates of November 2003 and March 1, 2020. The Managing General Partner
will attempt to refinance such indebtedness and/or sell the properties prior to
such maturity dates. If the properties cannot be refinanced or sold for a
sufficient amount, the Registrant will risk losing such properties through
foreclosure.
At December 31, 1999, a distribution payable of approximately $531,000
(approximately $520,000 to the limited partners or $5.78 per limited partnership
unit) was accrued and subsequently paid in January 2000. A cash distribution
from operations of approximately $450,000 (approximately $441,000 to the limited
partners or $4.90 per limited partnership unit) was made during the three months
ended March 31, 1999. In addition, the Partnership declared a distribution of
approximately $9,480,000 ($9,290,000 to the limited partners or $10.32 per
limited partnership unit) in the first quarter of 2000, consisting of
approximately $8,398,000 (approximately $8,230,000 to the limited partners or
$91.46 per limited partnership unit) of refinance proceeds from Lakeside Place
and approximately $1,082,000 (approximately $1,060,000 to the limited partners
or $11.78 per limited partnership unit) from operations. Approximately
$5,223,000 of this distribution was paid to affiliates of the Managing General
Partner during the quarter ended March 31, 2000. The remaining $4,257,000 was
paid subsequent to March 31, 2000. The Partnership's distribution policy is
reviewed on a semi-annual basis. Future cash distributions will depend on the
levels of net cash generated from operations, the availability of cash reserves
and the timing of debt maturities, refinancings and/or property sales. There can
be no assurance, however, that the Registrant will generate sufficient funds
from operations after required capital expenditures to permit further
distributions to its partners during the remainder of 2000 or subsequent
periods.
<PAGE>
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 action 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The plaintiffs seek 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 filed demurrers to the amended complaint which were
heard February 1999. Pending the ruling on such demurrers, settlement
negotiations commenced. On November 2, 1999, the parties executed and filed a
Stipulation of Settlement, settling claims, subject to final court approval, on
behalf of the Partnership and all limited partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the Superior Court of the State of California, County of San Mateo, at
which time the Court set a final approval hearing for December 10, 1999. Prior
to the December 10, 1999 hearing the Court received various objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of class plaintiffs' counsel to enter the
settlement. On December 14, 1999, the Managing General Partner and its
affiliates terminated the proposed settlement. Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
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 March 31, 2000.
<PAGE>
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 J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XV 2000 First Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000314690
<NAME> Century Properties Fund XV
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,943
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 41,488
<DEPRECIATION> 21,606
<TOTAL-ASSETS> 25,770
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 28,200
0
0
<COMMON> 0
<OTHER-SE> (7,443)
<TOTAL-LIABILITY-AND-EQUITY> 25,770
<SALES> 0
<TOTAL-REVENUES> 1,981
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,869
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 508
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 112
<DISCONTINUED> 0
<EXTRAORDINARY> (474)
<CHANGES> 0
<NET-INCOME> (362)
<EPS-BASIC> (3.95)<F2>
<EPS-DILUTED> 0
<FN>
<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.
</FN>
</TABLE>
