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 June 30, 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___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XV
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 853
Receivables and deposits 105
Restricted escrows 408
Other assets 425
Investment properties:
Land $ 5,766
Buildings and related personal property 35,886
41,652
Less accumulated depreciation (21,974) 19,678
$ 21,469
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 112
Tenant security deposit liabilities 71
Accrued property taxes 443
Other liabilities 318
Mortgage notes payable 28,083
Partners' Deficit
General partners $ (1,387)
Limited partners (89,980 units issued and
outstanding) (6,171) (7,558)
$ 21,469
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 1,882 $ 1,937 $ 3,778 $ 3,850
Other income 134 81 219 152
Total revenues 2,016 2,018 3,997 4,002
Expenses:
Operating 665 547 1,234 1,158
General and administrative 98 93 284 212
Depreciation 368 350 730 689
Interest 586 447 1,094 894
Property taxes 226 207 470 360
Total expenses 1,943 1,644 3,812 3,313
Income before extraordinary
loss on early
extinguishment of debt 73 374 185 689
Extraordinary loss on
early extinguishment of debt -- -- (474) --
Net income (loss) $ 73 $ 374 $ (289) $ 689
Net income (loss) allocated
to general partners (2%) $ 1 $ 7 $ (6) $ 14
Net income (loss) allocated
to limited partners (98%) 72 367 (283) 675
$ 73 $ 374 $ (289) $ 689
Per limited partnership unit:
Income before extraordinary
loss $ .80 $ 4.08 $ 2.02 $ 7.50
Extraordinary loss -- -- (5.17) --
Net income (loss) $ .80 $ 4.08 $ (3.15) $ 7.50
Distributions per limited
partnership unit $ 2.05 $ -- $105.30 $ 4.90
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(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 -- (193) (9,475) (9,668)
Net loss for the six months
ended June 30, 2000 -- (6) (283) (289)
Partners' deficit at
June 30, 2000 89,980 $(1,387) $(6,171) $(7,558)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net (loss) income $ (289) $ 689
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 730 689
Amortization of loan costs 25 39
Extraordinary loss on early extinguishments of debt 474 --
Change in accounts:
Receivables and deposits 561 586
Other assets (32) (62)
Accounts payable 74 10
Tenant security deposit liabilities 6 1
Accrued property taxes (351) (398)
Other liabilities 5 8
Net cash provided by operating activities 1,203 1,562
Cash flows from investing activities:
Net (deposits to) withdrawals from restricted escrows (283) 35
Property improvements and replacements (264) (428)
Net cash used in investing activities (547) (393)
Cash flows from financing activities:
Payments on mortgage notes payable (117) (67)
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 (10,199) (450)
Net cash used in financing activities (1,530) (517)
Net (decrease) increase in cash and cash equivalents (874) 652
Cash and cash equivalents at beginning of period 1,727 1,143
Cash and cash equivalents at end of period $ 853 $ 1,795
Supplemental disclosure of cash flow information:
Cash paid for interest $ 907 $ 855
Distributions to partners of approximately $531,000 were accrued at December 31,
1999 and paid in January 2000.
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
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 and six
month periods ended June 30, 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 six months ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $199 $200
Reimbursement for services of affiliates (included in
general and administrative expenses and investment
properties) 83 90
Partnership management fee (included in general and
administrative expense) 141 50
During the six months ended June 30, 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 $199,000 and $200,000 for the
six months ended June 30, 2000 and 1999, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $83,000 and
$90,000 for the six months ended June 30, 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 approximately $141,000 and $50,000
were earned during the six month period ended June 30, 2000 and 1999,
respectively.
AIMCO and its affiliates currently own 54,864.34 limited partnership units in
the Partnership representing 60.974% 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 60.974% 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 of the Managing General Partner 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
The Partnership distributed approximately $9,668,000 (approximately $9,475,000
to the limited partners or $105.30 per limited partnership unit) during the six
months ended June 30, 2000. The distributions consist 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 $1,270,000 (approximately $1,245,000 to the limited partners or
$13.84 per limited partnership unit) from operations. 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 six months ended June 30,
1999.
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 and six month periods ended June 30, 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.
Three Months Ended June 30, 2000 Residential Other Totals
Rental income $ 1,882 $ -- $ 1,882
Other income 97 37 134
Interest expense 586 -- 586
Depreciation 368 -- 368
General and administrative expense -- 98 98
Segment profit (loss) 134 (61) 73
Three Months Ended June 30, 1999 Residential Other Totals
Rental income $ 1,937 $ -- $ 1,937
Other income 74 7 81
Interest expense 447 -- 447
Depreciation 350 -- 350
General and administrative expense -- 93 93
Segment profit (loss) 460 (86) 374
Six Months Ended June 30, 2000 Residential Other Totals
Rental income $ 3,778 $ -- $ 3,778
Other income 171 48 219
Interest expense 1,094 -- 1,094
Depreciation 730 -- 730
General and administrative expense -- 284 284
Extraordinary loss (474) -- (474)
Segment loss (53) (236) (289)
Total assets 21,123 346 21,469
Capital expenditures for
investment properties 264 -- 264
Six Months Ended June 30, 1999 Residential Other Totals
Rental income $ 3,850 $ -- $ 3,850
Other income 138 14 152
Interest expense 894 -- 894
Depreciation 689 -- 689
General and administrative expense -- 212 212
Segment profit (loss) 887 (198) 689
Total assets 27,277 733 23,010
Capital expenditures for
investment properties 428 -- 428
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, its 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. 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 owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, 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 prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. 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.
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 six months ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Lakeside Place Apartments (1) 91% 95%
Houston, Texas
Preston Creek Apartments 94% 94%
Dallas, Texas
(1) The Managing General Partner attributes the decrease in occupancy to
increased construction of other apartment complexes in the area.
Results of Operations
The Partnership's net loss for the six months ended June 30, 2000 was
approximately $289,000 compared to net income of approximately $689,000 for the
six months ended June 30, 1999. The Partnership's net income for the three
months ended June 30, 2000 and 1999 was approximately $73,000 and $374,000,
respectively. The increase in net loss during the six months ended June 30, 2000
is primarily due to the recognition of an extraordinary loss on the early
extinguishment of debt during the six months ended June 30, 2000 (see discussion
below) and an increase in total expenses. The decrease in net income during the
three months ended June 30, 2000 is primarily due to an increase in total
expenses. The increase in total expenses is primarily due to an increase in
interest, property tax, operating and general and administrative expenses. The
increase in property tax expense is due to the timing of the receipt of the tax
bills which affected the accrual of taxes at June 30, 2000 and 1999. Interest
expense increased as a result of the mortgage refinancing at Lakeside Apartments
in February 2000. Operating expenses increased primarily due to an increase in
property and insurance expenses. The increase in property expense is primarily
due to an increase in utility expenses at Lakeside Place Apartments. The
increase in insurance expense is primarily due to the receipt of an insurance
policy refund in April 1999 which reduced insurance expense recorded in 1999.
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 June 30, 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.
Total revenues during the three and six months ended June 30, 2000 decreased
slightly as compared to 1999 as the decrease in rental income was largely offset
by an increase in other income. The decrease in rental income was primarily due
to an increase in concessions and a decrease in occupancy at Lakeside Place
Apartments which was partially offset by increases in average rental rates at
both of the Partnership's investment properties. The increase in other income is
primarily due to an increase in interest income as a result of higher average
cash balances held in interest bearing accounts.
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 June 30, 2000, the Registrant had cash and cash equivalents of approximately
$853,000 as compared to approximately $1,795,000 at June 30, 1999. For the six
months ended June 30, 2000, cash and cash equivalents decreased by approximately
$874,000 from the Partnership's year ended December 31, 1999. The decrease in
cash and cash equivalents is due to approximately $1,530,000 of cash used in
financing activities and approximately $547,000 of cash used in investing
activities which was partially offset by approximately $1,203,000 of cash
provided by operating activities. Cash used in financing activities consisted of
principal payoff of the debt encumbering Lakeside Place, principal payments,
debt extinguishment costs, loan costs paid, and distributions to the partners
partially offset by refinancing proceeds from Lakeside Place. 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 six month period ended June 30, 2000, the Partnership completed
approximately $193,000 of capital improvements at Lakeside Place Apartments
consisting primarily of HVAC condensing units replacements, light fixture
enhancements, major landscaping, 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 six month
period ended June 30, 2000, the Partnership completed approximately $71,000 of
capital improvements at Preston Creek Apartments consisting primarily of
submetering equipment, 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 $28,083,000 is amortized over varying periods with
maturity dates of November 2003 and March 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.
The Partnership distributed approximately $9,668,000 (approximately $9,475,000
to the limited partners or $105.30 per limited partnership unit) during the six
months ended June 30, 2000. The distributions consist 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 $1,270,000 (approximately $1,245,000 to the limited partners or
$13.84 per limited partnership unit) from operations. 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 six months ended June 30,
1999. 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.
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, its 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 of interests in certain general partner
entities by Insignia Financial Group, Inc. and entities which were, at one time,
affiliates of Insignia; past tender offers by the Insignia affiliates to acquire
limited partnership units; the management of partnerships by the Insignia
affiliates; and the Insignia Merger. 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 owned units as of November 3, 1999. Preliminary
approval of the settlement was obtained on November 3, 1999 from the Court, 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 prior lead counsel to enter the settlement. On
December 14, 1999, the Managing General Partner and its affiliates terminated
the proposed settlement. In February 2000, counsel for some of the named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated the settlement. On June 27, 2000, the Court entered an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. 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 June 30, 2000.
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: August 8, 2000
