SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1995 Commission file #0-16111
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(Exact name of registrant as specified in its charter)
Illinois 36-3314827
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . . . 28
PART II OTHER INFORMATION
Item 3. Defaults on Senior Securities . . . . . . . . . . . . . . 39
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 40
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 42
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 5,904,549 844,080
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 2,688,515 10,564,988
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . 1,116,000 1,430,849
Current portion of notes receivable (net of allowance for
doubtful accounts of $1,466,051 in 1995 and 1994, note 7). . . . . . . . . . . 6,061 11,967
Escrow deposits and restricted securities (notes 1 and 4(a)) . . . . . . . . . . 8,336,098 7,551,262
Other restricted securities (note 4(a)(iv)). . . . . . . . . . . . . . . . . . . 3,183,995 2,835,995
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,235,218 23,239,141
------------ ------------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,786,288 30,786,288
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . 336,811,698 336,767,526
------------ ------------
367,597,986 367,553,814
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . (108,874,117) (106,168,986)
------------ ------------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . 258,723,869 261,384,828
------------ ------------
Investment in unconsolidated ventures,
at equity (notes 3 and 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,292,063 27,791,761
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,868,409 3,991,141
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,193,473 5,354,240
Venture partners' deficits in ventures . . . . . . . . . . . . . . . . . . . . . . 6,377,012 5,901,802
------------ ------------
$322,690,044 327,662,913
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt (note 4) . . . . . . . . . . . . . . . . . . . $ 65,015,136 64,981,954
Current portion of notes payable (note 8). . . . . . . . . . . . . . . . . . . . 70,701 70,701
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,138,249 2,620,655
Amounts due to affiliates (note 10). . . . . . . . . . . . . . . . . . . . . . . 1,746,518 1,736,196
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,241,595 7,147,878
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,276,885 554,229
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 79,489,084 77,111,613
Notes payable (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290,434 290,434
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515,145 533,522
Investment in unconsolidated ventures, at equity
(notes 3 and 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,472,179 15,811,104
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360,000 360,000
Long-term debt, less current portion (note 4). . . . . . . . . . . . . . . . . . . 246,751,040 246,148,319
------------ ------------
Commitments and contingencies (notes 1, 2, 3, 4, 7, 8 and 9)
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 343,877,882 340,254,992
Venture partners' subordinated equity in ventures. . . . . . . . . . . . . . . . . 8,769,451 8,854,639
Partners' capital accounts (deficits) (note 1):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,830,201) (16,615,024)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (908,722) (872,867)
------------ ------------
(17,718,923) (17,467,891)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 384,978,681 384,978,681
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (367,250,438) (362,540,535)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (29,966,609) (26,416,973)
------------ ------------
(12,238,366) (3,978,827)
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . . . . . (29,957,289) (21,446,718)
------------ ------------
$322,690,044 327,662,913
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,611,057 13,150,219
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286,249 152,156
----------- ----------
11,897,306 13,302,375
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,824,138 8,675,734
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,705,131 2,999,419
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,110,608 5,952,353
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 262,089 256,193
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 256,877 284,501
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,473 170,987
----------- -----------
16,348,316 18,339,187
----------- -----------
Operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,451,010 5,036,812
Partnership's share of loss from
operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,685,265 5,073,502
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (605,399) (591,215)
----------- -----------
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,530,876 9,519,099
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1995 1994
------------ -----------
Gain on sale of interest in
unconsolidated venture
(note 9(b)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (605,796) --
Gain on sale of investment property,
net of venture partner's share of
gain of $93,789 (note 9(a)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (656,560)
----------- -----------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,925,080 8,862,539
=========== ===========
Net loss per limited partner-
ship interest (note 1):
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11.97 20.60
Net gain on sale of interest
in unconsolidated venture
(note 9(b)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.35) --
Net gain on sale of investment
property (note 9(a)) . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (1.46)
----------- -----------
$ 10.62 19.14
=========== ===========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.00 --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,925,080) (8,862,539)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,705,131 2,999,419
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 256,877 284,501
Long-term debt - deferred accrued interest . . . . . . . . . . . . . . . . . . . . 821,373 (191,872)
Partnership's share of loss from operations of
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,685,265 5,073,502
Venture partners' share of ventures' operations
and gain on sale of investment property. . . . . . . . . . . . . . . . . . . . . (605,399) (497,426)
Total gain on sale of investment property. . . . . . . . . . . . . . . . . . . . . -- (750,349)
Gain on sale of interest in unconsolidated venture . . . . . . . . . . . . . . . . (605,796) --
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . 314,849 2,038
Current portion of notes receivable. . . . . . . . . . . . . . . . . . . . . . . . 5,906 5,306
Escrow deposits and restricted securities (note 4(a)). . . . . . . . . . . . . . . (784,836) (188,001)
Other restricted securities (note 4(a)(iv)). . . . . . . . . . . . . . . . . . . . (348,000) --
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,767 316,420
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517,594 1,224,731
Amounts due affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,322 107,024
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,093,717 214,880
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 722,656 767,824
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,377) (150,135)
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 1,006,969 355,323
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1995 1994
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments . . . . . . . . . . . 7,876,473 (7,302,172)
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (44,172) (306,336)
Cash proceeds from sale of investment property (note 9(a)) . . . . . . . . . . . . . -- 2,563,197
Partnership's distributions from unconsolidated ventures . . . . . . . . . . . . . . 81,305 2,689,000
Partnership's contributions to unconsolidated ventures . . . . . . . . . . . . . . . -- (325,120)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (134,145) (24,043)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . . . . 7,779,461 (2,705,474)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (185,470) (254,239)
Venture partners' contributions to ventures. . . . . . . . . . . . . . . . . . . . . 45,000 --
Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . . . . . -- (300,462)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (35,855) --
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (3,549,636) --
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (3,725,961) (554,701)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . 5,060,469 (2,904,852)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . 844,080 5,020,087
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 5,904,549 2,115,235
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 5,909,047 8,652,725
============ ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of interest in
unconsolidated venture (note 9(b)) . . . . . . . . . . . . . . . . . . . . . . . $ 605,796 --
============ ===========
Sale of investment property (note 9(a)):
Total sale proceeds, net of selling expenses . . . . . . . . . . . . . . . . . . $ -- 16,020,301
Principal balance due on mortgage payable. . . . . . . . . . . . . . . . . . . . -- 13,457,104
------------ -----------
Cash proceeds from sale of investment property,
net of selling expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 2,563,197
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1994,
which are included in the Partnership's 1994 Annual Report on Form 10-K
(File no. 0-16111 filed on March 27, 1995), as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated ventures, Eastridge
Development Company ("Eastridge"); Daytona Park Associates ("Park") (see
note 4(a)(i)); JMB/160 Spear Street Associates ("160 Spear"); Villa Solana
Associates ("Villa Solana") (sold March 23, 1994, see note 9(a)); 260
Franklin Street Associates ("260 Franklin"); C-C California Plaza
Partnership ("Cal Plaza"); Villages Northeast Associates ("Villages
Northeast") and VNE Partners, Ltd. ("VNE Partners"). The effect of all
transactions between the Partnership and the consolidated ventures has been
eliminated.
The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interests in JMB/Piper Jaffray Tower Associates ("JMB/Piper") and JMB/Piper
Jaffray Tower Associates II ("JMB/Piper II"); 900 Third Avenue Associates
("JMB/900"); Maguire/Thomas Partners-South Tower ("South Tower");
JMB/Owings Mills Associates ("JMB/Owings") (sold June 30, 1993, see note
9(b)); JMB/NewPark Associates "JMB/NewPark"); and Carlyle - XV Associates,
L.P., which owns an interest in JMB/125 Broad Building Associates, L.P.
("JMB/125"). In November 1994, JMB/125 assigned its interest in the 125
Broad Street Building (see notes 3(f) and 9(d)).
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of certain ventures as described
above. Such adjustments are not recorded on the records of the
Partnership. The net effect of these items is summarized as follows for
the three months ended March 31, 1995 and 1994:
1995 1994
----------------------- -------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net loss . . . . . . . $4,925,080 6,267,361 8,862,539 4,136,917
Net loss
per limited
partnership
interest. . . . . . . $ 10.62 13.56 19.14 8.67
========== ========== ========== =========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The net loss per limited partnership interest ("Interest") is based
upon the interests outstanding at the end of each period. Deficit capital
accounts will result, through the duration of the Partnership, in the
recognition of net gain for financial reporting and income tax purposes.
Certain amounts in the 1994 consolidated financial statements have
been reclassified to conform with the 1995 presentation.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. In addition, the Partnership records
amounts held in U.S. Government obligations and other securities at cost
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($4,576,887 and none at March 31, 1995
and December 31, 1994, respectively) as cash equivalents with any remaining
amounts (generally with original maturities of one year or less) reflected
as short-term investments being held to maturity.
Escrow deposits and restricted securities primarily represent cash and
investments restricted as to their use by the Partnership.
Provisions for value impairment are recorded with respect to
investment properties whenever the estimated future cash flows from a
property's operations and projected sale are less than the property's net
carrying value. Such provisions generally reduced the net carrying values
of the investment properties to the then outstanding balance of the related
non-recourse mortgage notes.
During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.
The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness. An impairment loss under SFAS 121
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current impairment policy, without regard to the amount,
if any, of cash proceeds received by the Partnership in connection with the
disposition. Although implementation of this new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.
(2) INVESTMENT PROPERTIES
(a) General
The Partnership has acquired, either directly or through joint
ventures, interests in four apartment complexes, twelve office buildings,
four shopping centers and one parking facility. The Partnership's
aggregate cash investment, excluding certain related acquisition costs, is
$299,637,926. During 1989, the Partnership disposed of its interest in the
investment property owned by CBC Investment Company ("Boatmen's"). During
1991, the Partnership sold 62% of its interest in Harbor and in 1993 sold
its remaining 38% interest in Harbor. In September 1992, the Partnership
sold the Erie-McClurg Parking Facility. In June 1993, the Partnership sold
its interest in Owings Mills Shopping Center (note 9(b)). In March 1994,
the Partnership, through Villa Solana Associates, sold Villa Solana
Apartments (note 9(a)). In May 1994, the lender realized upon its security
interest in the Park at Countryside Apartments (note 4(a)(i)). In October
1994, the Partnership sold the 9701 Wilshire Office Building (note 9(c)).
In November 1994, JMB/125 assigned its interest in the 125 Broad venture to
an affiliate of its unaffiliated venture partner (notes 3(f) and 9(d). All
of the properties owned at March 31, 1995 were completed and operating.
The borrowings of the Partnership and its ventures consist of separate
non-recourse mortgage loans secured by the investment properties and
individually are not obligations of the entire investment portfolio. For
any particular investment property incurring deficits, the Partnership or
its ventures, if deemed appropriate, may seek a modification or refinancing
of existing indebtedness and, in the absence of a satisfactory debt
modification or refinancing, may decide, in light of then existing and
expected future market conditions for such investment property, not to
commit additional funds to such investment property. This would result in
the Partnership no longer having an ownership interest in such property and
would generally result in a gain to the Partnership for financial reporting
and Federal income tax purposes with no corresponding distributable
proceeds.
The mortgage loan secured by the Eastridge Mall investment property
matures in 1995 and will need to be extended or refinanced should a sale of
the property not occur. In addition, certain other mortgage loans secured
by the Partnership's investment properties are the subject of discussions
with lenders for loan extensions, debt modifications or restructuring,
including the mortgage loans related to the 21900 Burbank Building, NewPark
Mall, Wells Fargo Center and RiverEdge Place. (See notes 3(h) and 4).
(b) Woodland Hills Apartments
Effective February 1, 1991, the seller/manager agreed to guarantee a
level of cash flow from the property equal to the underlying debt service
in return for a subordinated level of cash flow (payable as an incentive
management fee) from operations and sale or refinancing of the property.
The underlying debt was refinanced November 2, 1994 (see note 4(b)).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(c) 21900 Burbank Boulevard Building
The 21900 Burbank Building sustained some damage as a result of the
earthquakes that occurred in January 1994 in southern California. On
February 22, 1995, the City Council of the City of Los Angeles passed an
ordinance relating to the repair of welded steel moment frame buildings in
an area of the city that includes the 21900 Burbank Building. In April
1995, the city notified the Partnership that pursuant to such ordinance, it
must file a report stating the repairs which need to be made to comply with
the ordinance within six months and must implement such contemplated
repairs within approximately two years. While a complete determination of
the requirements to comply with such ordinance is not as yet completed, it
is currently estimated that the cost of such repairs, which has been
reflected in the accompanying consolidated financial statements, will be
approximately $1,000,000. The Partnership spent approximately $124,000 for
repairs in 1994.
(3) VENTURE AGREEMENTS
(a) Introduction
The Partnership (or Carlyle-XV Associates, L.P., in which the
Partnership holds a limited partnership interest) has entered into eight
joint venture agreements (JMB/Piper, JMB/Piper II, JMB/900, JMB/Owings,
JMB/125, 260 Franklin, Villages Northeast and JMB/NewPark) with Carlyle
Real Estate Limited Partnership-XIV ("Carlyle-XIV") or Carlyle Real Estate
Limited Partnership-XVI (or Carlyle-XVI Associates, L.P., in which Carlyle
Real Estate Limited Partnership-XVI holds a limited partnership interest)
("Carlyle-XVI"), partnerships sponsored by the Corporate General Partner,
and eight joint venture agreements with unaffiliated venture partners.
Pursuant to such agreements, the Partnership made initial capital
contributions of approximately $247,300,000 (before legal and other
acquisition costs and its share of operating deficits as discussed below).
The terms of these affiliated partnerships provide, in general, that the
benefits of ownership, including tax effects, net cash receipts and sale
and refinancing proceeds, are allocated between or distributed to, as the
case may be, the Partnership and the affiliated partner in proportion to
their respective capital contributions to the affiliated venture.
There are certain risks associated with the Partnership's investments
made through joint ventures, including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership. Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership may be
required to contribute additional amounts to the venture.
During 1989, the Partnership disposed of its interest in the Boatmen's
venture (note 3(c)). During 1991, the Partnership sold a portion of its
interest in the Harbor venture. In January 1993, the Partnership sold the
remaining portion of its interest in the Harbor venture. In June 1993, the
Partnership sold its interest in the JMB/Owings Mills Associates joint
venture (note 9(b)). In March 1994, the Partnership, through Villa Solana
Associates, sold the Villa Solana Apartments to an independent third party
(note 9(a)). In May 1994, the lender realized upon its security interest
in the Park at Countryside Apartments (note 4(a)(i)); and in November 1994,
JMB/125 assigned its interest in the 125 Broad venture to an affiliate of
its unaffiliated venture partner (notes 3(f) and 9(d)).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(b) JMB/900
As a result of certain defaults by one of the unaffiliated joint
venture partners, an affiliate of the General Partner assumed management
responsibility for the 900 Third Avenue Building as of August 1987 for a
fee computed as a percentage of certain revenues. In December 1994, the
affiliated property manager entered into a sub-management contract with an
unaffiliated third party. Pursuant to the sub-management agreement, the
unaffiliated property manager is managing the property.
Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($2,909,000 of which was contributed by the
Partnership) to pay past due property real estate taxes and to pay certain
costs which were the responsibility of one of the unaffiliated joint
venture partners under the terms of the joint venture agreement, to the
extent such funds were not available from the investment property. In July
1989, JMB/900 filed a lawsuit in federal court against the former manager
and one of the unaffiliated venture partners to recover the amounts
contributed and to recover for certain other joint venture obligations on
which the unaffiliated partner has defaulted. This lawsuit was dismissed
on jurisdictional grounds. Subsequently, however, the Federal Deposit
Insurance Corporation ("FDIC") filed a complaint, since amended, in a
lawsuit against the joint venture partner, the Partnership and affiliated
partner and the joint venture, which has enabled the Partnership and
affiliated partner to refile its previously asserted claims against the
joint venture partner as part of that lawsuit in Federal Court. There is
no assurance that JMB/900 will recover the amounts of its claims as a
result of the litigation. Due to the uncertainty, no amounts in addition
to the amounts advanced to date, noted above, have been recorded in the
financial statements. Settlement discussions with one of the venture
partners and the FDIC continue. In addition, it appears that the
unaffiliated venture partners may not have the financial capabilities to
repay amounts advanced on their behalf. Consequently, a final settlement
will likely involve redirecting to JMB/900 amounts otherwise payable to the
unaffiliated venture partners in accordance with the venture agreement.
Under certain circumstances, JMB/900 may consider purchasing one or all of
the unaffiliated venture partners' position in Progress Partners in order
to resolve this and potential future disputes. There are no assurances
that a settlement will be finalized and that the Partnership and affiliated
partner will be able to recover any amounts from the unaffiliated venture
partners.
In 1994, JMB/900, on behalf of Progress Partners, successfully
completed an extension to December 1, 2001 of its mortgage loan, which
matured on December 1, 1994. In addition, net cash flow after debt service
and capital will be paid into an escrow account controlled by the lender to
be used, including interest earned thereon, by the joint venture for
releasing costs associated with leases which expire in 1999 and 2000
(approximately 240,000 square feet of space). The remaining proceeds in
this escrow plus interest earned thereon, if any, will be released to the
joint venture once 90% of such leased space has been renewed or released.
The agreement provides, however, that the joint venture can immediately
repay itself, out of first available net cash flow, certain costs incurred
and deposits made by the joint venture in connection with the loan
extension. During April 1995, the Partnership deposited approximately
$1,300,000 (representing cash flow generated by the property during the
previous quarter (as defined)) into escrow under terms of the loan
extension.
(c) Boatmen's
During 1989 the joint venture defaulted on the mortgage loan secured
by the property, and the lender obtained title to the property. As a
result, the Partnership has no further ownership interest in the property.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
On May 31, 1990, the Partnership entered into an agreement with the
joint venture partners to settle certain claims against the joint venture
partners. The settlement provided that the Partnership would receive
payments totalling $2,325,000. As of March 31, 1995, the Partnership has
received cash payments totalling $1,910,937. Two of the venture partners
were delinquent under the scheduled payments in the amount of $414,063 as
of March 31, 1995. These joint venture partners had requested extensions
of the promissory notes and the Partnership is currently considering their
requests. To preserve its legal rights, the Partnership served the
delinquent partners with notices of default. The Partnership has
recognized revenue on the settlement only to the extent of the cash
collected. There is no assurance that any of the remaining delinquent
payments will be collected.
(d) JMB/NewPark
In December 1986, the Partnership, through the JMB/NewPark joint
venture partnership, acquired an interest in an existing joint venture
partnership ("NewPark Associates") with the developer which owns an
interest in an existing enclosed regional shopping center in Newark,
California known as NewPark Mall.
JMB/NewPark acquired its 50% interest in NewPark Associates for a
purchase price of $32,500,000 paid in cash at closing, subject to an
existing first mortgage loan of approximately $23,556,000 and certain loans
from the joint venture partner of approximately $6,300,000.
On December 31, 1992, NewPark Associates refinanced the shopping
center with an institutional lender. The new mortgage note payable in the
principal amount of $50,620,219 is due on November 1, 1995. Monthly
payments of interest only of $369,106 were due through November 30, 1993.
Commencing on December 1, 1993 through October 30, 1995, principal and
interest are due in monthly payments of $416,351 with a final balloon
payment due November 1, 1995. Interest on the note payable accrues at
8.75% per annum. The joint venture has an option to extend the term of the
mortgage note payable to November 1, 2000 upon payment of a $250,000 option
fee and satisfaction of certain conditions (which the Partnership currently
expects the joint venture to be able to satisfy if requested) as specified
in the mortgage note. The joint venture has commenced discussions with the
existing lender regarding an extension of the loan, however, there can be
no assurance that the joint venture will be able to obtain such an
extension. A portion of the proceeds from the note payable were used to
pay the outstanding balance, including accrued interest, under the previous
mortgage note payable and outstanding notes payable to the unaffiliated
joint venture partner.
(e) Cal Plaza
In August 1990, the joint venture partner filed a lawsuit against the
Partnership, the General Partners of the Partnership and certain of their
affiliates, alleging, among other things, breaches of the joint venture
agreement and fraud. The Partnership filed a counterclaim against the
joint venture partner for breaches of the joint venture agreement and
property management agreement. In November 1991, the Partnership and the
joint venture partner reached a settlement resolving certain claims between
the two parties. Under the terms of the settlement agreement, the
obligation of the venture partner to indemnify Cal Plaza for payment on
promissory notes issued to a tenant was revised (see note 8) and previously
escrowed amounts were made available for 1991 cash flow requirements.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In December 1993, the venture reached an agreement with the lender to
modify the mortgage note, effective February 1993. The accrual rate of the
note remains at 10.375% per annum, but the interest only monthly payments
are based on an interest rate of 8% per annum. The maturity date of the
note has been extended from January 1, 1997 to January 1, 2000, and
property cash flows are required to be escrowed as more fully described in
note 4(a)(vi).
(f) JMB/125
In November 1994, the Partnership through its indirect ownership of
JMB/125 assigned its interest in the 125 Broad Street Building (note 9(d)).
In December 1985, the Partnership, through the JMB/125 joint venture
partnership, acquired an interest in an existing joint venture partnership
("125 Broad") which owns a 40-story office building, together with a
leasehold interest in the underlying land, located at 125 Broad Street in
New York, New York. In addition to JMB/125, the other partners (the "O&Y
partners") of 125 Broad included O&Y 25 Realty Company L.P., Olympia & York
Broad Street Holding Company L.P. (USA) and certain other affiliates of
Olympia & York Development, Ltd. ("O&Y").
JMB/125 is a joint venture between Carlyle-XV Associates, L.P. (in
which the Partnership holds an approximate 99% limited partnership
interest), Carlyle-XVI Associates, L.P. and Carlyle Advisors, Inc. The
terms of the JMB/125 venture agreement generally provide that JMB/125's
share of 125 Broad's annual cash flow and sale or refinancing proceeds will
be distributed or allocated to the Partnership in proportion to its
(indirect) 60% share of capital contributions to JMB/125. In April 1993
JMB/125, originally a general partnership, was converted to a limited
partnership, and the Partnership's interest in JMB/125, which previously
had been held directly, was converted to a limited partnership interest and
was contributed to Carlyle-XV Associates, L.P. in exchange for a limited
partnership interest in Carlyle-XV Associates, L.P. As a result of these
transactions, the Partnership currently holds, indirectly through Carlyle-
XV Associates, L.P., an approximate 60% limited partnership interest in
JMB/125. The general partner in each of JMB/125 and Carlyle-XV Associates,
L.P. is an affiliate of the Partnership. For financial reporting purposes,
profits and losses of JMB/125 are generally allocated 60% to the
Partnership.
JMB/125 acquired an approximately 48.25% interest in 125 Broad for a
purchase price of $16,000,000, subject to a first mortgage loan of
$260,000,000 and a note payable to an affiliate of the joint venture
partners in the amount of $17,410,516 originally due September 30, 1989.
In June 1987, the note payable was consolidated with the first mortgage
loan forming a single consolidated note in the principal amount of
$277,410,516. The consolidated note bore interest at a rate of 10-1/8% per
annum payable in semi-annual interest only payments and was to mature on
December 27, 1995. JMB/125 also contributed $14,055,500 to 125 Broad to be
used for working capital purposes and to pay an affiliate of O&Y for its
assumption of JMB/125's share of the obligations incurred by 125 Broad
under the "takeover space" agreement described below. In addition, JMB/125
contributed $24,222,042, plus interest thereon of approximately $1,089,992
on June 30, 1986 for working capital purposes. Thus, JMB/125's original
cash investment (exclusive of acquisition costs) was $55,367,534, of which
the Partnership's share was approximately $33,220,000.
The land underlying the office building is subject to a ground lease
which has a term through June 2067 and provides for annual rental payments
of $1,075,000. The terms of the ground lease grant 125 Broad a right of
first refusal to acquire the fee interest in the land in the event of any
proposed sale of the land during the term of the lease and an option to
purchase the fee interest in the land for $15,000,000 at 10-year intervals.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The partnership agreement of 125 Broad, as amended, provided that the
O&Y partners were obligated to make advances to pay operating deficits
incurred by 125 Broad from the earlier of 1991 or the achievement of a 95%
occupancy rate of the office building through 1995. In addition, from
closing through 1995, the O&Y partners were required to make capital
contributions to 125 Broad for the cost of tenant improvements and leasing
expenses up to certain specified amounts and to make advances to 125 Broad
to the extent such costs exceeded such specified amounts and such costs
were not paid for by the working capital provided by JMB/125 or the cash
flow of 125 Broad. The amount of all costs for such tenant improvements
and leasing expenses over the specified amounts and the advances for
operating deficits from the earlier of the achievement of a 95% occupancy
rate of the office building or 1991 were treated by 125 Broad as non-
recourse loans bearing interest, payable monthly, at the floating prime
rate of an institutional lender. Due to a major tenant vacating in 1991
and the O&Y affiliates' default under the "takeover space" agreement, the
property operated at a deficit in 1994 and was expected to operate at a
deficit for the next several years. Such deficits were required to be
funded by additional loans from the O&Y partners, although as discussed
below the O&Y partners were in default of such funding obligation since
June 1992. The outstanding principal balance and any accrued and unpaid
interest of such loans were to be payable from 125 Broad's annual cash flow
or net sale or refinancing proceeds, as described below. Any unpaid
principal of such loans and any accrued and unpaid interest thereon would
be due and payable on December 31, 2000. JMB/125 and the O&Y partners were
obligated to make capital contributions, in proportion to their respective
interests in 125 Broad, in amounts sufficient to enable 125 Broad to pay
any excess expenditures not covered by the capital contributions or
advances of the O&Y partners described above.
The 125 Broad partnership agreement also provided that beginning in
1991, annual cash flow, if any, was distributable first to JMB/125 and to
the O&Y partners in certain proportions up to certain specified amounts.
Next, the O&Y partners were entitled to repayment of principal and any
accrued but unpaid interest on the loans for certain tenant improvements,
leasing expenses and operating deficits described above, and remaining
annual cash flow, if any, was distributable approximately 48.25% to JMB/125
and approximately 51.75% to the O&Y partners. In general, operating
profits or losses were allocable approximately 48.25% to JMB/125 and
approximately 51.75% to the O&Y partners, except for certain specified
items of profits or losses which were allocable to JMB/125 or the O&Y
partners.
The 125 Broad partnership agreement further provided that, in general,
upon sale or refinancing of the property, net sale or refinancing proceeds
(after repayment of the outstanding principal balance and any accrued and
unpaid interest on any loans from the O&Y partners described above) were
distributable approximately 48.25% to JMB/125 and approximately 51.75% to
the O&Y partners.
As a result of the assignment by JMB/125 of its interest in 125 Broad
to an affiliate of the O&Y partners and the release of JMB/125 of claims
related to 125 Broad, JMB/125 was relieved of any obligation to contribute
any additional amounts to 125 Broad, including any amount of its deficit
capital account to 125 Broad. Reference is made to Note 9(d) for a
discussion of JMB/125's assignment of interest in 125 Broad.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In October 1993, 125 Broad entered into an agreement with Salomon
Brothers, Inc. to terminate its lease covering approximately 231,000 square
feet (17% of the building) at the property on December 31, 1993 rather than
its scheduled termination in January 1997. In consideration for the early
termination of the lease, Salomon Brothers, Inc. paid 125 Broad
approximately $26,500,000, plus interest thereon of approximately $200,000,
which 125 Broad in turn paid its lender to reduce amounts outstanding under
the mortgage loan. In addition, Salomon Brothers, Inc. paid JMB/125
$1,000,000 in consideration of JMB/125's consent to the lease termination.
Due to the O&Y partners' failure to advance necessary funds to 125
Broad as required under the joint venture agreement, 125 Broad defaulted on
its mortgage loan in June 1992 by failing to pay approximately $4,722,000
of the semi-annual interest payment due on the loan. As a result of this
default, the loan agreement provided for a default interest rate of 13-1/8%
per annum on the unpaid principal amount. In addition, during 1992
affiliates of O&Y defaulted on a "takeover space" agreement with Johnson &
Higgins, Inc. ("J&H"), one of the major tenants at the 125 Broad Street
Building, whereby such affiliates of O&Y agreed to assume certain lease
obligations of J&H at another office building in consideration of J&H's
leasing space in the 125 Broad Street Building. As a result of this
default, J&H offset rent payable to 125 Broad for its lease at the 125
Broad Street Building in the amount of approximately $43,500,000 through
the date of the assignment, and it was expected that J&H would continue to
offset amounts due under its lease corresponding to amounts by which the
affiliates of O&Y were in default under the "takeover space" agreement. As
a result of the O&Y affiliates' default under the "takeover space"
agreement and the continuing defaults of the O&Y partners to advance funds
to cover operating deficits, as of the date of the assignment by JMB/125 of
its interest in 125 Broad, the arrearage under the mortgage loan had
increased to approximately $69,447,000. As discussed above, approximately
$26,700,000 was remitted to the lender in October 1993 in connection with
the early termination of the Salomon Brothers lease, and was applied
towards mortgage principal for financial reporting purposes. Due to their
obligations relating to the "takeover space" agreement, the affiliates of
O&Y were obligated for the payment of the rent receivable associated with
the J&H lease at the 125 Broad Street Building. Based on the continuing
defaults of the O&Y partners, 125 Broad reserved for the entire $43,500,000
of rent offset by J&H, and also reserved approximately $32,600,000 in 1992
of accrued rents receivable relating to such J&H lease, since the ultimate
collectability of such amounts depended upon the O&Y partners' and the O&Y
affiliates' performance of their obligations. The Partnership's share of
such losses was approximately $1,332,000 for the three months ended March
31, 1994 and is included in the Partnership's share of loss from operations
of unconsolidated venture.
The office building was managed pursuant to a long-term agreement with
an affiliate of the O&Y partners. Under the terms of the management
agreement, the manager was obligated to manage the office building, collect
all receipts from operations and to the extent available from such receipts
pay all expenses of the office building. The manager was entitled to
receive a management fee equal to 1% of gross receipts of the property.
(g) JMB/Piper
Under the terms of a modification agreement with the lender,
commencing on April 1, 1991 and continuing through and including January
30, 2020, fixed interest on the mortgage notes secured by the Piper Jaffray
Tower will accrue and be payable on a monthly basis at a $10,250,000 per
annum level. Contingent interest is payable in annual installments on
April 1 and is computed at 50% of gross receipts, as defined, for each
fiscal year in excess of $15,200,000; none was due for 1991, 1992, 1993 or
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
1994. In addition, to the extent the investment property generates cash
flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan. The excess cash flow payments remitted to
the lender for 1992 and 1993 totalled $923,362 and $1,390,910,
respectively. During 1994, the excess cash flow generated under this
agreement was $353,251 and was remitted to the lender in May 1995. On a
monthly basis, the venture deposits the property management fee into an
escrow account (including interest earned thereon) to be used for future
leasing costs to the extent cash flow is not sufficient to cover such
items. To date, no escrow funds have been required to be used for leasing
costs. The manager of the property (which was an affiliate of the
Corporate General Partner through November 1994 (see note 6) has agreed to
defer receipt of its management fee until a later date. As of March 31,
1995, the manager has deferred approximately $2,518,000 ($2,357,000 of
which represents fees deferred through November 1994) of management fees.
If upon sale or refinancing as discussed below, there are funds remaining
in this escrow after payment of amounts owed to the lender, such funds will
be paid to the manager to the extent of its deferred and unpaid management
fees. Any remaining unpaid management fees would be payable out of the
venture's share of sale or refinancing proceeds. Additionally, pursuant to
the terms of the loan modification, effective January 1992, OB Joint
Venture, as majority owner of the underlying land, began deferring receipt
of its share of land rent. These deferrals will be payable from potential
net sale or refinancing proceeds, if any.
Furthermore, pursuant to the loan modification, the venture can prepay
the mortgage note beginning February 1, 1996, subject to a prepayment fee.
The prepayment fee is calculated pursuant to a formula to provide the
lender a minimum return of 13.59% per annum (if the loan is held to
maturity) plus a participation in excess sale and refinancing proceeds, if
any. For financial reporting purposes, interest expense has been accrued
at a rate of 13.59% per annum. In order for the venture to share in future
net sale or refinancing proceeds, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in value of the property.
During the fourth quarter of 1993, the joint venture finalized a lease
amendment with Popham, Haik, Schnobrich & Kaufman, Ltd. (104,843 square
feet). The amendment provides for the extension of the lease term from
February 1, 1997 to January 31, 2003 in exchange for a rent reduction
effective February 1, 1994. In addition, the tenant will lease an
additional 10,670 square feet effective August 1, 1995. The rental rate on
the expansion space approximates market, which is significantly lower than
the reduced rental rate on the tenant's current occupied space.
During the second quarter of 1994, a major tenant and joint venture
partner, Piper Jaffray, Inc. (275,758 square feet) agreed to expand its
leased space by 3,362 square feet in July 1995 and 19,851 square feet in
December 1995. Such space is currently leased to tenants whose leases
expire just prior to the effective dates for Piper's expansions. The
expansion space lease expiration date will be coterminous with Piper's
existing lease expiration date of March 2000 and the net effective rental
rate approximates market.
(h) South Tower
The mortgage note secured by the South Tower Office Building in Los
Angeles, California, as well as the promissory note secured by the
Partnership's interest in the joint venture matured December 1, 1994. The
Partnership and the joint venture have been in discussions with the
respective lenders regarding an extension of the mortgage note and the
promissory note. The joint venture had reached an agreement with the
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
lender of the mortgage note whereby the lender would refrain from
exercising its rights and remedies under the loan documents through May 1,
1995 while the venture continues to negotiate an extension or refinancing
of the note with the lender. The lender is currently considering an
extension of such agreement. The venture continues to make interest
payments to the lender under the original terms of the mortgage note and is
required to escrow all available cash flow. The Partnership has ceased
making debt service payments on the promissory note and is negotiating an
extension or refinancing with the lender. Such extension or refinancing is
likely to be dependent on the results of negotiations with the lender of
the mortgage note. There is no assurance that the joint venture or the
Partnership will be able to refinance these notes. In March 1995, the
venture entered into a seven year direct lease with the Los Angeles Unified
School District ("LAUSD") for approximately one-half of a major tenant's
(IBM's) space. Under the terms of an agreement reached with IBM, the joint
venture will be reimbursed by IBM for all shortfalls between amounts due
under the LAUSD and the IBM leases. In early 1995, two major law firm
tenants occupying approximately 5% of the building's space notified the
joint venture of their intentions to disband each of these respective
firms. The joint venture has been negotiating separate termination
agreements with these tenants which provide for a combination of lump sum
payments to be received by the joint venture upon execution of the
termination agreements, as well as additional monthly payments to be
received over a ten month period from one of these tenants. In the absence
of an extension or refinancing of the notes, and due to the uncertainty
that IBM will renew any of its remaining space, the Partnership may decide
not to commit any significant additional amounts to the property. This
would likely result in the Partnership no longer having an ownership
interest in the property, which would result in a gain for financial
reporting and for Federal income tax purposes with no corresponding
distributable proceeds. The promissory note secured by the Partnership's
interest in the joint venture has been classified at March 31, 1995 and
December 31, 1994 as a current liability in the accompanying consolidated
financial statements.
(4) LONG-TERM DEBT
(a) Debt Modifications
(i) Park
On May 5, 1994, the lender concluded proceedings to realize upon its
security and took title to the property as described below.
In October 1993, the joint venture ceased making the required debt
service payments, but after discussions with the lender, the venture was
unable to secure an additional modification of the loan. On May 5, 1994,
the lender realized upon its mortgage security and took title to the
property. Since the Partnership had received, through the date of
disposition, losses and distributions in excess of its original cash
investment in the property, the Partnership recognized a gain on
disposition in 1994 of $1,418,043 (net of the venture partner's share of
$729,820) for financial reporting purposes. In addition, the Partnership
recognized a gain in 1994 of $801,665 (net of venture partner's share of
$54,737) for Federal income tax purposes, with no corresponding
distributable proceeds. The venture remitted approximately $123,000 of
cash flow debt service payments to the lender in 1994.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(ii) 260 Franklin
The 260 Franklin venture reached an agreement with the lender to
modify the terms of the long-term mortgage note secured by the 260 Franklin
Street Building in December 1991. The modified mortgage note currently
provides for monthly payments of interest only based upon the then
outstanding balance at a rate of 8% per annum. Upon the scheduled or
accelerated maturity, or prepayment of the mortgage loan, 260 Franklin
shall be obligated to pay an amount sufficient to provide the lender with
an 11% per annum yield on the mortgage note from January 1, 1991 through
the date of maturity or prepayment. In addition, upon maturity (scheduled
to be January 1996) or prepayment, 260 Franklin is obligated to pay to the
lender a residual interest amount equal to 60% of the highest amount, if
any, of (i) net sales proceeds, (ii) net refinancing proceeds, or (iii) net
appraisal value, as defined. No amounts have been required to be accrued
for such contingent payments. The 260 Franklin venture is required to (i)
escrow excess cash flow from operations beginning in 1991, to cover future
cash flow deficits (ii) make an initial contribution to the escrow account
of $250,000, of which the Partnership's share was $175,000, and (iii) make
annual escrow contributions through January 1995, of $150,000, of which the
Partnership's share is $105,000. The escrow account ($5,510,598 at March
31, 1995 - including accrued interest) is to be used to cover the costs of
capital and tenant improvement and lease inducements which are the primary
components of the anticipated operating deficits notes above ($1,154,305
used as of March 31, 1995), as defined, with the balance, if any, of such
escrowed funds available at the scheduled or accelerated maturity to be
used for the payment of principal and interest due to the lender as
described above.
(iii) 160 Spear Street Building
During 1992, the Partnership reached an agreement with the first
mortgage lender to modify the mortgage note secured by the 160 Spear Street
investment property, which was scheduled to mature on December 10, 1992.
The maturity of the loan was extended to February 1999. Additionally, the
venture is required to escrow net cash flow (as defined) thirty days
following each quarter end which can be withdrawn (including accrued
interest earned) for expenditures approved by the lender, by the lender
upon default of the note or by the Partnership on February 10, 1997 when
the escrow agreement terminates. As of March 31, 1995, approxi-
mately $210,000 has been placed in the escrow account and approximately
$171,000 has been withdrawn for expenditures approved by the lender.
The venture has approached the lender for an additional loan
modification due to anticipated re-leasing costs expected to be incurred at
the property. However, the lender has indicated that it is not willing to
provide an additional modification, and intends to take title to the
property. The venture and the lender are currently discussing terms for a
transfer of the property to the lender. This will likely result in the
Partnership no longer having an ownership interest in the property, which
would likely result in the Partnership recognizing a gain for financial
reporting and Federal income tax purposes with no corresponding
distributable proceeds.
(iv) RiverEdge Place Building
The Partnership ceased making its monthly debt service payments
effective July 1, 1992. The Partnership is currently negotiating with the
lender to restructure the mortgage note (with a balance of $18,166,294 at
March 31, 1995) in order to reduce operating deficits anticipated as a
result of the over-lease buy-out. The property has generated positive cash
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
flow of approximately $3,184,000 and $2,836,000 as of March 31, 1995 and
December 31, 1994, respectively, since the Partnership ceased making
monthly debt service payments. Such cash flow will likely be remitted to
the lender and therefore these amounts are included in other restricted
securities in the consolidated financial statements. If the Partnership's
negotiations for mortgage note restructuring are not successful, the
Partnership would likely decide, based upon current market conditions and
other considerations relating to the property and the Partnership's
portfolio, not to commit significant additional amounts to the property.
This would result in the Partnership no longer having an ownership interest
in the property and would result in the recognition of a gain for financial
statement and Federal income tax purposes without any corresponding
distributable proceeds. As of March 31, 1995, the amount of principal and
interest payments in arrears on the loan is approximately $10,492,000.
Therefore, the loan has been classified at March 31, 1995 and December 31,
1994 as a current liability in the accompanying consolidated financial
statements.
(v) Villages Northeast
The Villages Northeast joint venture, through a joint venture with an
affiliate of the developer, refinanced in 1992 the first mortgage loan
secured by the Dunwoody Crossing (Phase II) Apartments located in Atlanta,
Georgia.
The new lender required the establishment of an escrow account for
real estate taxes to be deposited on a monthly basis through maturity on
November 1, 1997.
The first mortgage loan in the principal amount of approximately
$20,525,000 at September 30, 1994 secured by the Dunwoody Crossing Phases I
and III Apartments was scheduled to mature in October 1994. The joint
venture owning the property negotiated an extension of the mortgage loan
until December 15, 1994. The joint venture then reached an agreement with
the existing lender for a new loan, which requires monthly payments of
principal and interest (8.65% per annum) of $171,737 beginning February 15,
1995 and continuing through November 15, 1997, when the remaining balance
will be payable.
An affiliate of the General Partners managed the property for a fee
equal to 5% of the gross revenues of the complexes. The property is
currently being managed by the purchaser of the affiliate's assets on the
same terms.
(vi) California Plaza
Effective March 1, 1993, the joint venture ceased making the scheduled
debt service payments on the mortgage loan secured by the property which
was scheduled to mature on January 1, 1997. Subsequently, the Partnership
made partial debt service payments based on net cash flow of the property
through December 1993 when an agreement was reached with the lender to
modify the loan. The accrual rate of the modified loan remains at 10.375%
per annum while the pay rate was reduced to 8% per annum. The loan
modification reduced the monthly payments to $384,505, effective with the
March 1, 1993 payment. The maturity date was extended, as a result of this
modification, to January 1, 2000 when the unpaid balance of principal and
interest is due (including the difference between the accrual interest and
pay rate interest). Additionally, the joint venture entered into a cash
management agreement which requires monthly net cash flow to be escrowed
(as defined). The excess (of approximately $3,189,000) of the monthly cash
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
flow paid from March 1993 to March 1995 above the 8% interest pay rate was
put into escrow for the future payment of insurance premiums and real
estate taxes (approximately $1,096,000 paid as of March 31, 1995), and to
fund a reserve account to be used (including accrued interest earned) to
cover future costs, including tenant improvements, lease commissions, and
capital improvements, approved by the lender (none was used as of March 31,
1995). If at any time the balance in the escrow account exceeds
$2,120,000, the excess will be used to first pay off deferred interest,
then pay principal on the mortgage loan. Any amounts remaining in the
escrow account at the maturity date will be applied towards the remaining
balances of principal and interest on the loan. The joint venture also was
required to fund $500,000 into the reserve account.
(vii) Wells Fargo Center
The mortgage note secured by the Wells Fargo Center as well as the
promissory note secured by the Partnership's interest in the joint venture
matured December 1, 1994. The Partnership and the joint venture have been
in discussions with the respective lenders regarding an extension of the
mortgage note and the promissory note. The joint venture had reached an
agreement with the lender of the mortgage note whereby the lender would
refrain from exercising its rights and remedies under the loan documents
through May 1, 1995 while the venture continues to negotiate an extension
or refinancing of the note with the lender. The lender is currently
considering an extension of such agreement. The venture continues to make
interest payments to the lender under the original terms of the mortgage
note and is required to escrow all available cash flow. The Partnership
has ceased making debt service payments on the promissory note and is
negotiating an extension or refinancing with the lender. Such extension or
refinancing is likely to be dependent on results from negotiations with the
lender of the mortgage note. There is no assurance that the joint venture
or the Partnership will be able to refinance these notes. In the absence
of an extension or refinancing of the notes, the Partnership may decide not
to commit any significant additional amounts to the property. This would
likely result in the Partnership no longer having an ownership interest in
the property, and would result in a gain for financial reporting and for
Federal income tax purposes with no corresponding distributable proceeds.
The promissory note secured by the Partnership's interest in the joint
venture has been classified at March 31, 1995 and December 31, 1994 as a
current liability in the accompanying consolidated financial statements.
(b) Woodland Hills Apartments
In February 1991, the Partnership entered into an agreement with the
seller of Woodland Hills Apartments. Under the terms of this agreement,
the seller canceled its wrap-around mortgage note receivable from the
Partnership and assumed management of the property (see note 2(b)). The
obligations to make payments on the two underlying mortgage loans were
assumed by the Partnership. The mortgage note receivable originally
wrapped around and was subordinate to a first and a second mortgage loan in
the principal amounts of $6,800,000 and $1,256,667, respectively. The
first mortgage loan required monthly payments of interest only in arrears
at the rate of 12.8% per annum through June 1, 1994. The first mortgage
loan was extended to November 1, 1994 based on the original terms of the
note, for fees aggregating $35,000. The second mortgage loan required
monthly payments of interest only in arrears at 11.7% per annum until June
1, 1994. On November 2, 1994, the Partnership refinanced the first and
second mortgage loans with the lender of the second mortgage loan. The new
non-recourse first mortgage loan in the amount of $8,175,000, which is
collateralized by the property, requires monthly payments of interest only
at a rate of 4% above the GECC commercial paper rate (approximately 9.3% at
March 31, 1995) through October 1, 1997 when the principal balance is due
and payable.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(5) PARTNERSHIP AGREEMENT
The Partnership Agreement provides that subject to certain conditions,
the General Partners shall receive as a distribution from the sale of a
real property by the Partnership up to 3% of the selling price, and that
the remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, prior to such distribution being made, the Limited Partners are
entitled to receive 99% and the General Partners l% of net sale or
refinancing proceeds until the Limited Partners (i) have received cash
distributions of "sale proceeds" or "refinancing proceeds" in an amount
equal to the Limited Partners' aggregate initial capital investment in the
Partnership and (ii) have received cumulative cash distributions from the
Partnership's operations which, when combined with "sale proceeds" or
"refinancing proceeds" previously distributed, equal a 6% annual return on
the Limited Partners' average adjusted capital investment for each year
(their initial capital investment as reduced by "sale proceeds" or
"refinancing proceeds" previously distributed) commencing with the third
fiscal quarter of 1986. Accordingly, up to $561,000 for the sale of the
Erie-McClurg Parking Facility, $498,000 for the sale of the Villa Solana
Apartments and $538,500 for the sale of the 9701 Wilshire Building
otherwise distributable to the General Partners have been subordinated to
the receipt by the Limited Partners of the amounts in (i) and (ii) above
(see note 9).
(6) MANAGEMENT AGREEMENTS
Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties. In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager is acting as property
manager of the 21900 Burbank Boulevard Building, the 260 Franklin Street
Building, the Dunwoody Crossing Apartments and the RiverEdge Place Building
on the same terms that existed prior to the sale. In addition, the
affiliated property manager has entered into a sub-management agreement
with the successor for management of the 900 Third Avenue Building.
(7) NOTES RECEIVABLE
In 1987 and 1988, the Partnership advanced funds to pay for certain
deficits at the 21900 Burbank Boulevard Building which were the obligation
of an affiliate of the seller. Such advances, including unpaid interest,
were approximately $2,197,000 as of March 31, 1995. The Partnership
received demand notes from the seller which are personally guaranteed by
certain of its principals. The seller had been paying interest on the
notes at a rate equal to 3% over the prime rate. In February 1991, the
seller ceased paying monthly interest required under terms of the notes.
The Partnership has put the seller in default and effective October 31,
1991, the notes began accruing interest at the default rate. During 1994,
two of the principals which guaranteed the notes became subject to Chapter
7 bankruptcy proceedings. Subsequently, these individual's obligations,
including their obligations under the notes were discharged. Additionally,
it appears that the remaining principals guaranteeing the notes have little
or no assets which the Partnership could pursue for collection. Therefore,
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
it appears unlikely that any further amounts will be collected. For
financial reporting purposes, the Partnership ceased accruing interest on
the notes receivable as of February 1991. As a matter of prudent
accounting policy, a reserve for uncollectibility for the entire amount
recorded for financial reporting purposes ($1,466,051) has been reflected
in the accompanying consolidated financial statements at March 31, 1995 and
December 31, 1994.
(8) NOTES PAYABLE
Pursuant to the terms of a tenant lease at Cal Plaza, promissory notes
(for certain sub-leasing costs) aggregating $707,009 have been issued by
the Cal Plaza joint venture to a tenant of the investment property.
Commencing on July 1, 1990 and on each July 1st thereafter until the notes
are paid in full, one-tenth of the original principal balance together with
12% annual interest on the outstanding balance of the notes shall be
payable. As the result of a settlement agreement between the Partnership
and its joint venture partner, the joint venture partner is obligated to
pay 40% and the Cal Plaza venture is obligated to pay 60% of the amounts
owed under the promissory notes (to the extent cash flow of the property is
insufficient to pay such amounts, see note 3(e)). During June 1994,
$70,701 of principal and $51,820 of interest was paid to the tenant from
cash flow generated from operations of the property. As of March 31, 1995,
the outstanding balance of the notes was $361,135.
(9) SALES OF INVESTMENT PROPERTIES
(a) Villa Solana Apartments
On March 23, 1994 the Partnership, through Villa Solana Associates,
sold the Villa Solana Apartments located in Laguna Hills, California. The
sale price was $16,600,000 (before selling costs and prorations). The
venture received net sale proceeds after selling costs and the retirement
of the debt secured by the property, of $2,563,197, of which the
Partnership's share was $2,332,509.
For financial reporting purposes, the venture recognized, on the date
of sale, gain of $750,349 of which the Partnership's share was $656,560.
The venture's gain for Federal income taxes was approximately $2,614,000,
of which the Partnership's share was approximately $2,575,000.
(b) Owings Mills
On June 30, 1993, JMB/Owings sold its partnership interest in Owings
Mills Limited Partnership ("OMLP"), which owns an allocated portion of the
land, building and related improvements of the Owings Mills Mall located in
Owings Mills, Maryland. The purchaser, O.M. Investment II Limited
Partnership, is an affiliate of the JMB/Owing's joint venture partner in
OMLP.
The sale price of the interest in OMLP was $9,416,000, all of which
was received in the form of a promissory note. In addition, the
Partnership and Carlyle-XVI were relieved of their allocated portion of the
debt secured by the property. The promissory note (which is secured by a
guaranty from an affiliate of the purchaser and of JMB/Owing's joint
venture partner in OMLP) bears interest at a rate of 7% per annum unless a
certain specified event occurs, in which event the rate would increase to
8% per annum for the remainder of the term of the note. The promissory
note requires principal and interest payments of approximately $109,000 per
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
month with the remaining principal balance of approximately $5,500,000 due
and payable on June 30, 1998. The monthly installment of principal and
interest would be adjusted for the increase in the interest rate if
applicable. Early prepayment of the promissory note may be required under
certain circumstances (as defined), including the sale or further
encumbrance of Owings Mills Mall.
The net cash proceeds and gain from sale of the interest in OMLP is
allocated 50% to the Partnership and 50% to Carlyle-XVI in accordance to
the JMB/Owings partnership agreement.
For financial reporting purposes, JMB/Owings recognized, on the date
of sale, gain of $5,254,855, of which the Partnership's share is
$2,627,427, attributable to JMB/Owings being relieved of its obligations
under the OMLP partnership agreement pursuant to the terms of the sale
agreement. The Partnership had adopted the cost recovery method until such
time as the purchaser's initial investment was sufficient in order to
recognize gain under Statement of Financial Accounting Standards No. 66
("SFAS #66"). At December 31, 1994, the total deferred gain of JMB/Owings
including principal and interest payments of $1,858,572 received through
December 31, 1994 was $10,305,210, of which the Partnership's share was
$5,152,655. As JMB/Owings collected a sufficient amount of the purchaser's
initial investment in accordance with SFAS #66 at March 31, 1995,
JMB/Owings recognized $1,211,592 of gain and $1,084,291 of interest income
in the three months ended March 31, 1995, of which the Partnership's share
is $605,796 and $542,145, respectively. In April 1994, the Partnership
paid approximately $255,000 of Maryland state withholding taxes related to
the sale on behalf of the Limited Partners of the Partnership.
(c) 9701 Wilshire Building
On October 6, 1994, the Partnership sold the 9701 Wilshire Building.
The sale price for the 9701 Wilshire Building was $17,950,000 (before
selling costs and prorations), all of which was received in cash at
closing. The Partnership received net sale proceeds after selling costs
and the retirement of the debt secured by the property of $1,017,307. As a
result of the sale, the Partnership recognized a gain in 1994 of $1,522,744
for financial reporting purposes and a loss of $3,180,699 for Federal
income tax purposes.
(d) JMB/125
On November 15, 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their disputes
regarding 125 Broad and its property. Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y Partners") from any claims related
to 125 Broad. In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances. As of March
31, 1995 and December 31, 1994, the note has been fully reserved for by
JMB/125. In addition, JMB/125 received a release from any claims of
certain O&Y affiliates and will generally be indemnified against any
liability as a general partner of 125 Broad. JMB/125 was also relieved of
any obligation to contribute cash to 125 Broad in the amount of its deficit
capital account balance. Affiliates of O&Y subsequently filed a
prearranged bankruptcy plan for reorganization of 125 Broad under Chapter
11 of the Bankruptcy Code in order to facilitate 125 Broad's transfer of
the office building to the mortgage lender in satisfaction of the mortgage
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
indebtedness and other claims. In January 1995, the plan for
reorganization was approved by the bankruptcy court, was consummated, and
the bankruptcy was concluded. As a result of the assignment of its
interest, JMB/125 no longer has an ownership interest in the office
building and recognized in 1994 gains of $53,412,105 and $49,616,240 for
financial reporting and Federal income tax purposes, respectively. The
Partnership's share of such gains is $31,743,006 and $26,678,693 for
financial reporting and Federal income tax purposes, respectively, although
no sales proceeds have been received or are expected to be received.
(10) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership (or its consolidated ventures) to the General Partners and
their affiliates as of March 31, 1995 and for the three months ended March
31, 1995 and 1994 are as follows:
Unpaid at
March 31,
1995 1994 1995
------- ------ -------------
Property management and
leasing fees . . . . . . . . . . $21,221 228,145 1,070,643
Insurance commissions. . . . . . . -- 160 --
Reimbursement (at cost) for
out-of-pocket expenses. . . . . . 6,782 47,019 --
------- ------- ---------
$28,003 275,324 1,070,643
======= ======= =========
The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Corporate General Partner and its affiliates relating to the
administration of the Partnership and the operation of the Partnership's
properties. Such costs were $47,354 for the three months ended March 31,
1995 and $190,534 for the year ended December 31, 1994 of which $9,048 were
unpaid as of March 31, 1995. In addition, fees for such salaries and
direct expenses deferred as of December 31, 1993 of $864,110 in the
aggregate for the years ended December 31, 1992, 1991, 1990, 1989 and 1988
were paid to the Corporate General Partner and its affiliates in July 1994.
The General Partners and their affiliates have previously deferred
management and leasing fees payable to them in an aggregate amount of
$1,746,518 (approximately $4 per Interest) through March 31, 1995 pursuant
to debt modifications at the 260 Franklin and Piper Jaffray properties. In
addition, an affiliate of the General Partner has deferred (through
reimbursements made directly to the Partnership) $675,876 for the
Partnership's proportionate share of property management and leasing fees
paid by affiliated joint venture partnerships or their underlying ventures,
as the case may be (these reimbursements are not reflected in the above
table). These reimbursements include the proportionate share of property
management fees of one unconsolidated entity, which is not included in the
consolidated financial statements. The Partnership paid previously
deferred partnership management fees and distributions of $724,121 and
$249,591, respectively, to the General Partners in August 1994. In
December 1994, the Partnership paid $3,422,391 of previously deferred
management and leasing fees to an affiliate of the General Partners.
Effective October 1, 1993, the Partnership and its consolidated ventures
began paying property management and leasing fees on a current basis. The
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
cumulative deferred amounts do not bear interest and are expected to be
paid in future periods. In addition, up to approximately $561,000 of sale
proceeds from the sale of the Erie-McClurg Parking Facility, $498,000 of
sale proceeds from the sale of the Villa Solana Apartments and $538,500 of
sale proceeds from the sale of the 9701 Wilshire Building distributable to
the General Partners is subordinated to the satisfaction of certain
conditions (see note 5).
In December 1994, one of the affiliated property managers sold
substantially all of its assets and assigned its interest in its management
contracts to an unaffiliated third party (see note 6). All amounts payable
to the General Partners and their affiliates do not bear interest and are
expected to be paid in future periods.
(11) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/Piper, JMB/Piper II,
JMB/900, South Tower and JMB/Owings, for the three months ended March 31,
1995 and 1994 and for JMB/125 for the three months ended March 31, 1994 is
as follows:
1995 1994
----------- -----------
Total income of
properties. . . . . . . . . . . . . $27,894,506 32,515,073
=========== ===========
Operating loss of
ventures. . . . . . . . . . . . . . $ 4,080,539 14,758,391
=========== ===========
Partnership's share
of loss . . . . . . . . . . . . . . $ 1,678,032 5,144,693
============ ===========
(12) ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1995 and for the three months ended March 31, 1995 and 1994.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
At March 31, 1995, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $5,905,000. Such funds and
short-term investments of approximately $2,689,000 are available for the
Partnership's share of leasing costs and capital improvements at
Springbrook Shopping Center, Eastridge Mall and 260 Franklin Street, and
the Partnership's share of operating deficits currently being incurred at
260 Franklin Street Building (to the extent not funded from escrowed
reserves for 260 Franklin as discussed below), Eastridge Mall and
Springbrook Shopping Center as well as distributions to partners and
working capital requirements, including the Partnership's share of
potential future deficits and financing costs at these and certain other of
the Partnership's investment properties. The Partnership currently has
adequate cash and cash equivalents to maintain the operations of the
Partnership. However, the Partnership has taken steps to preserve its
working capital by suspending operating distributions (except for certain
state income tax withholding requirements) to the Limited and General
Partners effective as of the first quarter of 1992. In addition, the
General Partners and their affiliates have previously deferred management
and leasing fees payable to them in an aggregate amount of $2,010,854
(approximately $5 per interest) through March 31, 1995 pursuant to debt
modifications at the 260 Franklin and Piper Jaffray properties. An
affiliate of the General Partners has deferred (through reimbursements made
directly to the Partnership) $675,876 (included in the aggregate amount
above) for the Partnership's proportionate share of property management and
leasing fees paid by affiliated joint venture partnerships or their
underlying ventures, as the case may be. These reimbursements include the
proportionate share of property management fees of one unconsolidated
entity, which is not included in the consolidated financial statements.
The Partnership paid $847,752 of previously deferred reimbursements to the
Corporate General Partner and its affiliates in July 1994. The Partnership
also paid previously deferred partnership management fees and distributions
of $724,121 and $249,591, respectively, to the General Partners in August
1994. In December, 1994, the Partnership paid $3,422,391 of previously
deferred management and leasing fees to an affiliate of the General
Partners. Effective October 1, 1993, the Partnership and its consolidated
ventures began paying property management and leasing fees on a current
basis. Reference is made to Note 10 relating to this deferral and
subsequent partial payment of distributions, fees and reimbursements.
The Partnership and its consolidated ventures have currently budgeted
in 1995 approximately $2,975,000 for leasing costs and other capital
expenditures. The Partnership's share of such items and its share of such
similar items for its unconsolidated ventures in 1995 is currently budgeted
to be approximately $3,651,000. In addition, an estimated $1,000,000 (not
included in the budgeted amounts) is expected to be needed to make
structural modifications to the 21900 Burbank Office Building to satisfy
the requirements of a recently enacted City of Los Angeles ordinance.
Actual amounts expended in 1995 may vary depending on a number of factors
including actual leasing activity, results of property operations,
liquidity considerations and other market conditions over the course of the
year. The source of capital for such items and for both short-term and
long-term future liquidity requirements and distributions is expected to be
primarily through net cash generated by the Partnership's investment
properties, through an existing obligation of a seller (or its affiliate)
to fund deficits at the Woodland Hills investment property, and through the
sale or refinancing of such investments, as well as cash and short-term
investments currently held. However, most of the Partnership's investment
properties are either restricted as to their use of excess cash flow by
escrow agreements negotiated pursuant to existing loan modifications or are
currently experiencing deficits as discussed below.
The borrowings of the Partnership and its ventures consist of separate
non-recourse mortgage loans secured by the investment properties and
individually are not obligations of the entire investment portfolio. For
any particular investment property incurring deficits, the Partnership or
its ventures, if deemed appropriate, may seek a modification or refinancing
of existing indebtedness and, in the absence of a satisfactory debt
modification or refinancing of existing indebtedness, may decide, in light
of then existing and expected future market conditions for such investment
property, not to commit additional funds to such investment property. This
would result in the Partnership no longer having an ownership interest in
such property and would generally result in a gain to the Partnership for
financial reporting and Federal income tax purposes with no corresponding
distributable proceeds.
The mortgage note secured by the Villa Solana Apartments matured on
November 1, 1993. The venture had obtained extensions of this note from
the existing lender until August 1, 1994. The venture paid the lender
$125,000 in extension fees in connection with these extensions. The
monthly principal and interest payment, and the interest rate remained the
same on the loan as prior to the original maturity date. The unpaid
principal and accrued interest were to mature on August 1, 1994, however,
the venture sold the investment property on March 23, 1994 for $16,600,000,
before closing costs, as described in Note 9.
The first mortgage note secured by the Woodland Hills Apartments in
the principal amount of $6,800,000 was scheduled to mature on November 1,
1994 (due to the Partnership obtaining an extension from June 1, 1994 for
fees aggregating $35,000). The second mortgage note secured by the
property in the principal amount of $1,256,667 matured June 1, 1994. The
Partnership refinanced both notes with the lender of the second mortgage
note effective November 2, 1994. The new non-recourse first mortgage loan
matures October 1, 1997 and requires monthly payments of interest only at a
rate of 4% above the GECC commercial paper rate (approximately 9.3% at
March 31, 1995). The principal balance of the new mortgage note is
$8,175,000 at March 31, 1995. Reference is made to Note 4(b).
In October 1993, the joint venture ceased making the required debt
service payments on the mortgage note secured by Park at Countryside
Apartments, and commenced discussions with the lender regarding an
additional modification of the loan. However, the venture was unable to
secure an additional modification of the loan. Based on current and
anticipated market conditions, the Partnership and the joint venture
partners were unwilling to commit any additional amounts to the property
since the likelihood of recovering any such amounts was remote.
Consequently, the lender realized upon its mortgage security interest and
took title to the property on May 5, 1994. Reference is made to Note
4(a)(i).
The first mortgage loan secured by the Dunwoody Crossing Phases I and
III Apartments was scheduled to mature in October 1994. The joint venture
owning the property negotiated an extension of the mortgage loan until
December 15, 1994. The joint venture then reached an agreement with the
existing lender for a new loan, which requires monthly payments of
principal and interest (8.65% per annum) of $171,737 beginning February 15,
1995 and continuing through November 15, 1997, when the remaining balance
will be payable. The mortgage note secured by the Dunwoody Crossing (Phase
II) Apartments matures November 1, 1997. Reference is made to Note
4(a)(v).<PAGE>
In June 1993, JMB/Owings sold its interest in the Owings Mills
Shopping Center for $9,416,000 represented by a purchase price note.
Reference is made to Note 9(b).
On October 6, 1994, the Partnership sold the 9701 Wilshire Building
for $17,900,000 (before selling costs and prorations) as discussed below.
Reference is made to Note 9(c).
In November 1994, JMB/125 assigned its interest in the 125 Broad
Street Building to an affiliate of the unaffiliated venture partner as
discussed below. Reference is made to Note 9(d).
Piper Jaffray Tower
The Minneapolis office market remains competitive due to the
significant amount of new office building developments, which has caused
effective rental rates achieved at Piper Jaffray Tower to be below
expectations. During the fourth quarter of 1993, the joint venture
finalized a lease amendment with Popham, Haik, Schnobrich & Kaufman, Ltd.
(104,843 square feet). The amendment provides for the extension of the
lease term from February 1, 1997 to January 31, 2003 in exchange for a rent
reduction effective February 1, 1994. In addition, the tenant will lease
an additional 10,670 square feet effective August 1, 1995. The rental rate
on the expansion space approximates market, which is significantly lower
than the reduced rental rate on the tenant's current occupied space.
During the second quarter of 1994, Piper Jaffray, Inc. (275,758 square
feet) agreed to expand its leased space by 3,362 square feet in July 1995
and 19,851 square feet in December 1995. Such space is currently leased to
tenants whose leases expire just prior to the effective dates for Piper's
expansions. The expansion space lease expiration date will be coterminous
with Piper's existing lease expiration date of March 2000 and the net
effective rental rate approximates market.
Pursuant to the modification of the mortgage loan made in August 1992,
to the extent the investment property generates cash flow after payment of
fixed interest on the mortgage, contingent interest, if any, leasing and
capital costs, and 25% of the ground rent, such amount will be paid to the
lender as a reduction of the principal balance of the mortgage loan. The
excess cash flow generated by the property in 1992 totalled $923,362 was
remitted to the lender in September of 1993. During 1993, the excess cash
flow generated under this agreement was $1,390,910 and was remitted to the
lender in May 1994. During 1994, the excess cash flow generated under this
agreement was $353,251 and was remitted to the lender during May 1995. The
mortgage note provides for the lender to earn a minimum internal rate of
return which increases over the term of the note. Accordingly, for
financial reporting purposes, interest expense has been accrued at a rate
of 13.59% per annum which is the estimated minimum internal rate of return
per annum assuming the note is held to maturity. On a monthly basis, the
venture deposits the property management fee into an escrow account to be
used, plus interest earned thereon, for future leasing costs as approved by
the lender to the extent cash flow is not sufficient to cover such items.
To date, no escrow funds have been required to be used for leasing costs.
The manager of the property (which was an affiliate of the Corporate
General Partner through November 1994 (see note 6)) agreed to defer receipt
of its management fee until a later date. As of March 31, 1995, the
manager has deferred approximately $2,518,000 of management fees
($2,357,000 of which represents fees deferred through November 1994). In
order for the Partnership to share in future net sale or refinancing
proceeds, there must be a significant improvement in current market and
property operating conditions resulting in a significant increase in value
of the property. Reference is made to Note 3(g) for further discussion of
this investment property.<PAGE>
160 Spear Street Building
As more fully discussed in Note 4(b)(iii), effective February 1992,
the venture reached an agreement with the lender to reduce the current debt
service payments and to extend the loan, which was scheduled to mature on
December 10, 1992, to February 10, 1999. Additionally, tenant leases
comprising approximately 69% of the building are scheduled to expire in
1995. Lease renewals and new leases are likely to be at rental rates less
than the rates on existing leases due to rental concessions and other
factors. In addition, new leases will likely require expenditures for
lease commissions and tenant improvements prior to occupancy. This
anticipated decline in rental rates, the anticipated increase in re-leasing
time and the costs upon releasing will result in a decrease in cash flow
from operations over the near term. The Partnership has decided not to
commit any significant additional funds for anticipated re-leasing costs
since the recovery of such amounts would be remote. The venture has
approached the lender regarding an additional modification to the loan.
However, the lender has indicated that it is not willing to provide an
additional modification, and intends to take title to the property. The
venture and the lender are currently discussing terms for a transfer of the
property to the lender. This will result in the Partnership no longer
having an ownership interest in the property, which would likely result in
the Partnership recognizing a gain for financial reporting and Federal
income tax purposes with no corresponding distributable proceeds.
125 Broad Street Building
In November 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their dispute
regarding 125 Broad and its property. Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y partners") from any claims related
to 125 Broad. In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances. In
addition, JMB/125 received a release from any claims of certain O&Y
affiliates and will generally be indemnified against any liability as a
general partner of 125 Broad. JMB/125 was also relieved of any obligation
to contribute cash to 125 Broad in the amount of its deficit capital
account balance. Affiliates of O&Y subsequently filed a pre-arranged
bankruptcy plan for reorganization of 125 Broad under Chapter 11 of the
Bankruptcy Code in order to facilitate 125 Broad's transfer of the office
building to the mortgage lender in satisfaction of the mortgage debt and
other claims. In January 1995, the plan for reorganization was approved by
the bankruptcy court, was consummated, and the bankruptcy was concluded.
Vacancy rates in the downtown Manhattan office market have increased
significantly over the last few years. As vacancy rates rise, competition
for tenants increases, which results in lower effective rental rates. The
increased vacancy rate in the downtown Manhattan office market has resulted
primarily from layoffs, cutbacks and consolidations by many of the
financial service companies which, along with related businesses, dominate
this submarket. The Partnership believed that these adverse market
conditions and the negative impact on effective rental rates would continue
over the next few years. The depressed market in downtown Manhattan had
significantly affected the 125 Broad Street Building as the occupancy had
decreased to 66% partially as a result of a major tenant vacating 395,000
square feet (30% of the building) at the expiration of its lease during
1991. Additionally, in October 1993, 125 Broad entered into an agreement
with Salomon Brothers, Inc. to terminate its lease covering approximately
231,000 square feet (17% of the building) at the property on December 31,
1993 rather than its scheduled termination in January 1997. It was expected
that the property would be adversely affected by lower than originally
expected effective rental rates to be achieved upon releasing of the space.
The low effective rental rates coupled with the lower occupancy during the
releasing period were expected to result in the property operating at a
significant deficit in 1995 and for the next several years. The O&Y
partners were obligated to fund (in the form of interest-bearing loans)
operating deficits and costs of lease-up and capital improvements through
the end of 1995. However, the O&Y partners were in default in respect to
certain of their funding obligations, and it appeared unlikely that the O&Y
partners would fulfill their obligations to 125 Broad and JMB/125. Based
on the facts discussed above and as described more fully in Note 3(f), 125
Broad recorded a provision for value impairment as of December 31, 1991 to
reduce the net book value of the 125 Broad Street Building to the then
outstanding balance of the related non-recourse financing and O&Y partner
loans due to the uncertainty of the joint venture's ability to recover the
net carrying value of the investment property through future operations or
sale.
The O&Y partners failed to advance necessary funds to 125 Broad as
required under the joint venture agreement, and as a result, 125 Broad in
June 1992 defaulted on its mortgage loan. In addition, during 1992
affiliates of O&Y defaulted on a "takeover space" agreement with Johnson &
Higgins, Inc. ("J&H"), one of the major tenants at the 125 Broad Street
Building, whereby such affiliates of O&Y had agreed to assume certain lease
obligations of J&H at another office building in consideration of J&H's
leasing space in the 125 Broad Street Building. As a result of this
default, J&H offset rent payable to 125 Broad for its lease at the 125
Broad Street Building and it was expected that J&H would continue to offset
amounts due under its lease corresponding to amounts by which the
affiliates of O&Y were in default under the "takeover space" agreement.
Due to their obligations relating to the "takeover space" agreement, the
affiliates of O&Y were obligated for the payment of the rent receivable
associated with the J&H lease at the 125 Broad Street Building. Based on
the continuing defaults of the O&Y partners, 125 Broad reserved the entire
$43,500,000 of rent offset by J&H and also reserved approximately
$32,600,000 of accrued rents receivable relating to such J&H lease in 1992,
since the ultimate collectability of such amounts depended upon the O&Y
partners' and the O&Y affiliates' performance of their obligations. The
Partnership's share of such losses was approximately $1,332,000 for the
three months ended March 31, 1994 and is included in the Partnership's
share of loss from operations of unconsolidated ventures.
260 Franklin Street Building
The office market in the Financial District of Boston remains
competitive due to new office building developments and layoffs, cutbacks
and consolidations by financial service companies. The effective rental
rates achieved upon releasing have been substantially below the rates which
were received under the previous leases for the same space. In December
1991, the affiliated joint venture reached an agreement with the lender to
modify the long-term mortgage note secured by 260 Franklin Street Building.
The property is currently expected to operate at a deficit for 1995 and for
several years thereafter. The loan modification required that 260 Franklin
establish an escrow account for excess cash flow from the property's
operations (computed without a deduction for property management fees and
lease commissions to an affiliate) to be used to cover the cost of capital
and tenant improvements and lease inducements which are the primary
components of the anticipated operating deficits noted above with the
balance, if any, of such escrowed funds available at the scheduled or
accelerated maturity to be used for the payment of principal and interest
due to the lender. Beginning January 1, 1992, 260 Franklin began escrowing
the payment of property management fees and lease commissions owed to an
affiliate of the Corporate General Partner pursuant to the terms of the
debt modification. The Partnership's share of such fees and lease
commissions is approximately $754,000 at March 31, 1995. In 1995, the
leases of tenants occupying approximately 107,000 square feet
(approximately 31% of the property) at the 260 Franklin Street Building
expire. It is anticipated that there would be significant costs related to
releasing this space. In addition, the long-term mortgage loan matures
January 1, 1996. If 260 Franklin is unable to refinance or extend all or
substantially all of the mortgage loan, the Partnership may decide not to
commit any significant additional funds to the property. This may result
in the Partnership no longer having an ownership interest in the property.
This would likely result in the Partnership recognizing a gain for
financial reporting and Federal income tax purposes with no distributable
proceeds.
900 Third Avenue Building
The midtown Manhattan market remains competitive. Approximately
53,000 square feet (approximately 10% of the buildings leasable square
footage) of leased space expires in 1995 and 1996. The property's
operating cash flow will be adversely affected by lower rental rates
achieved and leasing costs incurred upon releasing this space and may be
adversely affected by increased vacancy during the releasing period. In
1994, JMB/900 Third Avenue Associates, on behalf of the property joint
venture, successfully completed an extension to December 1, 2001 of its
mortgage loan, which matured on December 1, 1994. In addition, net cash
flow after debt service and capital will be paid into an escrow account
controlled by the lender to be used by the property joint venture for
releasing costs associated with leases which expire in 1999 and 2000
(approximately 240,000 square feet of space). The remaining proceeds in
this escrow (including interest earned thereon), if any, will be released
to the property joint venture once 90% of such leased space has been
renewed or released. The agreement provides, however, that the joint
venture can immediately repay itself, out of first available net cash flow,
certain costs incurred and deposits made by the joint venture in connection
with the loan extension. During April 1995, the Partnership deposited
approximately $1,300,000 (representing cash flow generated by the property
during the previous quarter (as defined)) into escrow under terms of the
loan extension.
Wells Fargo Center
The Wells Fargo Center operates in the downtown Los Angeles office
market, which has become extremely competitive over the last several years
with the addition of several new buildings that has resulted in a high
vacancy rate of approximately 25% in the marketplace. In 1992, two major
law firm tenants occupying approximately 11% of the building's space
approached the joint venture indicating that they were experiencing
financial difficulties and desired to give back a portion of their leased
space in lieu of ceasing business altogether. The joint venture reached
agreements which resulted in a reduction of the space leased by each of
these tenants. Also, a major tenant, IBM, leasing approximately 58% of the
tenant space in the Wells Fargo Building, is sub-leasing a portion of its
space which is scheduled to expire in December 1998. In addition, the
joint venture has entered into a seven year direct lease with the Los
Angeles United School District ("LAUSD") for approximately one-half of
IBM's space with occupancy beginning March 1, 1995. Under the terms of an
agreement reached with IBM, the joint venture will be reimbursed by IBM for
all shortfalls between amounts due under the IBM lease and the LAUSD lease.
In early 1995, two major law firm tenants occupying approximately 5% of the
building's space notified the joint venture of their intentions to disband
each of these respective firms. The joint venture has been negotiating
separate termination agreements with these tenants which provide for a
combination of lump sum payments to be received by the joint venture upon
execution of the termination agreements, as well as additional monthly
payments to be received over a ten month period from one of these tenants.
The Partnership expects that the competitive market conditions and the
continued recession in Southern California will have an adverse affect on
the building through lower effective rental rates achieved on releasing of
existing space which expires or is given back over the next several years.
In addition, new leases will likely require expenditures for lease
commissions and tenant improvements prior to occupancy. This anticipated
decline in rental rates, the anticipated increase in re-leasing time and
the costs upon releasing will result in a decrease in cash flow from
operations over the near term. The Partnership's share of distributions
from the joint venture for 1992 and 1993 were insufficient to cover the
debt service on the promissory note secured by the Partnership's interest
in the joint venture. Such shortfall was due to rental concessions granted
to facilitate leasing of space taken back in 1992 from the two tenants
noted above and the expansion of one of the other major tenants in the
building. The property produced cash flow and distributed approximately
$3,926,000 to the Partnership in 1994.
The mortgage note secured by the property (with a balance of
$198,010,055 as of March 31, 1995), as well as the promissory note secured
by the Partnership's interest in the joint venture (with a balance of
$22,750,000 and accrued interest of $227,500 and $682,500 as of December
31, 1994 and March 31, 1995, respectively) matured December 1, 1994. The
Partnership and the joint venture have been in discussions with the
respective lenders regarding an extension of the mortgage note and the
promissory note. The joint venture had reached an agreement with the
lender of the mortgage note whereby the lender would refrain from
exercising its rights and remedies under the loan documents through May 1,
1995 while the venture continues to negotiate an extension or refinancing
of the note with the lender. The lender is currently considering an
extension of such agreement. The venture continues to make interest
payments to the lender under the original terms of the mortgage note and is
required to escrow all available cash flow. The Partnership has ceased
making debt service payments on the promissory note and an extension or
refinancing with the lender is likely to be dependent on the results of
negotiations with the lender of the mortgage note. There is no assurance
that the joint venture or the Partnership will be able to refinance these
notes. In the absence of an extension or refinancing of the notes, the
Partnership may decide not to commit any significant additional amounts to
the property. This would likely result in the Partnership no longer having
an ownership interest in the property, and would result in a gain for
financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds. The promissory note secured by the
Partnership's interest in the joint venture has been classified at March
31, 1995 and December 31, 1994 as a current liability in the accompanying
consolidated financial statements. The property did not sustain any
significant damage as a result of the January 1994 earthquake in southern
California. Reference is made to Notes 3(h) and 4(a)(vii).
RiverEdge Place Building
The RiverEdge Place Building was 100% leased to an affiliate of the
major tenant, First American Bank, under a long-term over-lease executed in
connection with the purchase of the property. The Bank and its affiliate
approached the Partnership indicating that they were experiencing financial
difficulties. On June 23, 1992, the Partnership reached an agreement with
the Bank and received cash and U.S. Government securities valued at
$9,325,000 for the buy-out of the Bank's over-lease obligations. The
Partnership took this course of action due to the First American Bank's
deteriorating financial condition and the Federal Deposit Insurance
Corporation's ability to assume control of the Bank and to terminate the
over-lease obligation. The $9,325,000 buy-out was concurrently remitted to
the lender to reduce the mortgage loan secured by the RiverEdge Place
Building and the Partnership continues to negotiate with the lender to
restructure the mortgage note with a current outstanding balance of
$18,166,294 in order to reduce operating deficits anticipated as a result
of the over-lease buy-out. In connection with the Partnership's
negotiations with the lender, the Partnership ceased making debt service
payments effective July 1, 1992. The property has generated positive cash
flow of approximately $3,184,000 and $2,836,000 as of March 31, 1995 and
December 31, 1994, respectively, since the Partnership ceased making
monthly debt service payments. Such cash flow will likely be remitted to
the lender and therefore these amounts are included in other restricted
securities in the consolidated financial statements. If the Partnership's
negotiations for mortgage note restructuring are not successful, the
Partnership would likely decide, based upon current market conditions and
other considerations relating to the property and the Partnership's
portfolio, not to commit significant additional amounts to the property.
This would result in the Partnership no longer having an ownership interest
in the property and would result in a gain for financial reporting and
Federal income tax purposes without any corresponding distributable
proceeds. As of March 31, 1995, the amount of principal and interest
payments in arrears is approximately $10,492,000. The mortgage note has
been classified at March 31, 1995 and December 31, 1994 as a current
liability in the accompanying consolidated financial statements.
Additionally, the tenant lease with First American Bank for approximately
120,000 square feet has been assigned to and assumed by SouthTrust Bank of
Georgia in connection with that bank's acquisition of most of the remaining
assets of First American Bank. Effective August 1, 1992, the Partnership
restructured the lease with SouthTrust Bank of Georgia reducing the
tenant's space to approximately 92,000 square feet, as well as, reducing
the effective rent on the retained space in exchange for an extension of
the lease term from April, 1994 to July, 2002. The restructuring of
SouthTrust Bank's lease reduced the occupied space of the RiverEdge Place
Building from 96% to 85% at that time. The Partnership is actively
pursuing replacement tenants for the building's vacant space including the
space taken back from the SouthTrust lease restructuring.
21900 Burbank Building
The 21900 Burbank Building sustained some damage as a result of the
earthquakes that occurred in southern California on January 17, 1994. On
February 22, 1995, the City Council of the City of Los Angeles passed an
ordinance relating to the repair of welded steel moment frame buildings in
an area of the city that includes the 21900 Burbank Building. In April
1995, the city notified the Partnership that pursuant to such ordinance, it
must file a report stating the repairs which need to be made to comply with
the ordinance within six months and must implement such contemplated
repairs within approximately two years. While a complete determination of
the requirements to comply with such ordinance is not as yet completed, it
is currently estimated that the cost of such repairs, which has been
reflected in the accompanying consolidated financial statements, will be
approximately $1,000,000. The Partnership spent approximately $124,000 for
repairs in 1994. Although the property produced cash flow to the
Partnership in 1993 and 1994, there is uncertainty as to future cash flow
as a result of the anticipated repairs discussed above and the substantial
amount of tenant space (approximately 80% of the building) under leases
that are scheduled to expire during 1995 and 1996. Most of the tenant
space expiring in 1995 and 1996 is occupied by two tenants. The
Partnership has been successful in renewing the lease of one of the two
tenants occupying 37,864 square feet (approximately 43% of the building) at
a lower effective rental rate. The Partnership is in the process of
negotiating a new lease with the other tenant. There can be no assurance
that the Partnership will be able to retain this tenant. Lease renewals
and new leases are likely to be at rental rates less than the rates on
existing leases due to the continued recession in Southern California. In
addition, new leases will likely require expenditures for lease commissions
and tenant improvements prior to occupancy. This anticipated decline in
rental rates, the anticipated increase in re-leasing time and the costs
upon re-leasing will result in a decrease in cash flow from operations over
the near term. The Partnership has approached the lender regarding a
modification of the loan which is scheduled to mature December 1, 1996 due
to the uncertainties discussed above. There is no assurance that the
Partnership will be able to obtain such modification. In the absence of a
modification to the mortgage note, the Partnership may decide not to commit
significant additional amounts to the property. This would likely result
in the Partnership no longer having an ownership interest in the property,
and would result in a gain for financial reporting and for Federal income
tax purposes with no corresponding distributable proceeds.
NewPark Associates
The mortgage note secured by the NewPark Mall matures November 1,
1995. The mortgage can be extended until November 1, 2000 upon payment of
a $250,000 option fee and satisfaction of certain conditions (which the
Partnership currently expects the joint venture to be able to satisfy if
required). The joint venture has commenced discussions with the existing
lender regarding an extension of the loan. However there can be no
assurance that the joint venture will be able to obtain such an extension.
Reference is made to Note 3(d).
California Plaza
The property produced cash flow in 1994, however, as discussed below,
net cash flow is being escrowed pursuant to a loan modification. The
property is expected to operate at a slight deficit in 1995. Effective
March 1, 1993, the joint venture ceased making the scheduled debt service
payments on the mortgage loan secured by the property which was scheduled
to mature on January 1, 1997. Subsequently, the Partnership made partial
debt service payments based on cash flow of the property through December,
1993 when an agreement was reached with the lender to modify the loan on
December 22, 1993. As more fully discussed in Note 4(a)(vi), the loan
modification reduced the pay rate of monthly interest only payments to 8%
per annum, effective February 1993, extended the loan maturity date to
January 1, 2000, and requires the net cash flow of the property to be
escrowed (as defined). The venture also funded $500,000 into a reserve
account as required by the modification agreement. This reserve account
(including interest earned thereon) is to be used to fund future costs,
including tenant improvements, leasing commissions and capital
improvements, approved by the lender (none used as of March 31, 1995).
Erie-McClurg Parking Facility
On September 25, 1992, the Partnership, through Erie-McClurg
Associates, sold the Erie-McClurg Parking Facility located in Chicago,
Illinois. Concurrently, with the sale of the Erie-McClurg Parking
Facility, the Partnership entered into an agreement with the unaffiliated
manager of the parking facility to induce the manager to re-write the
existing long-term management agreement at less favorable terms. This
agreement guarantees the manager 100% of the compensation which would have
been earned under the agreement prior to the sale in years one through five
and 50% of any potential difference between the management fee under the
agreement prior to the sale and the renegotiated agreement with the
purchaser (as defined) in years six through eighteen.
In connection with this agreement, at closing the Partnership paid the
unaffiliated manager a partial settlement of $400,000 and has estimated the
remaining contingent liability to be $360,000. This contingent liability
is recorded as a long-term liability in the accompanying consolidated
financial statements.
Springbrook Shopping Center
In October 1993, a tenant occupying 20% of the space at the
Springbrook Shopping Center vacated upon expiration of its lease. The
Partnership is actively pursuing replacement tenants for the vacant space,
but there is no assurance that any leases will be consummated. The
Partnership is also negotiating with a tenant for the sale of an outparcel
owned by the Partnership which is currently leased by such tenant. There
can be no assurance that the Partnership will be able to finalize this
sale.
Other
The mortgage note secured by Eastridge Mall is scheduled to mature on
October 1, 1995. There is no assurance that the venture will be able to
refinance or obtain alternative financing when the note matures. The
Partnership has entered into a letter of intent with its unaffiliated joint
venture partner for the sale of the property. There can be no assurance
that the Partnership will be able to finalize this sale. The potential
sale of the property would likely result in a gain for financial reporting
and federal income tax purposes. Although the property produced a small
amount of cash flow in 1994, excess cash is expected to be used to fund
anticipated operating deficits in 1995.
The mortgage note secured by the 9701 Wilshire Building matured on
January 1, 1994. The Partnership obtained extensions of this note from the
existing lender until September 30, 1994. The Partnership paid the lender
$110,000 in extension fees in connection with these extensions. The
monthly principal and interest payment, and the interest rate remained the
same on the loan as prior to the original maturity date. The unpaid
principal and interest matured on September 30, 1994. On October 6, 1994,
the property was sold for $17,950,000 (before selling costs and prorations)
and the outstanding debt was retired as described in Note 9(c).
Certain of the Partnership's investments have been made through joint
ventures. There are certain risks associated with the Partnership's
investments including the possibility that the Partnership's joint venture
partners in an investment might become unable or unwilling to fulfill their
financial or other obligations, or that such joint venture partners may
have economic or business interests or goals that are inconsistent with
those of the Partnership.
While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
approach has been to aggressively and creatively manage the Partnership's
real estate assets to attract and retain tenants. Net effective rents to
the landlord from renewal tenants are much more favorable than lease terms
which can be negotiated with new tenants. However, the Partnership's
capital resources must also be preserved and allocated in such a manner as
to maximize the total value of the portfolio. As a result of the real
estate market conditions discussed above, the Partnership continues to
conserve its working capital. All expenditures are carefully analyzed and
certain capital projects are deferred when appropriate. The Partnership
has also sought or is seeking additional loan modifications where
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited.
Due to these issues, it is likely that the Partnership will hold
certain of its investment properties longer than originally anticipated in
order to maximize the return to the Limited Partners. On March 23, 1994,
the Partnership received proceeds from the sale of the Villa Solana
Apartments as more fully described in Note 9(a). In August 1994,
$2,218,523 ($5 per Interest) was distributed to the Limited Partners and
$22,410 was distributed to the General Partners out of such proceeds. On
October 6, 1994, the Partnership received proceeds from the sale of the
9701 Wilshire Building as described in Note 9(c). In February 1995,
$3,549,636 ($8 per Interest) was distributed to the Limited Partners and
$35,855 was distributed to the General Partners out of such proceeds and
proceeds from the sale of other investment properties described in Note 9.
Although the Partnership expects to distribute sales proceeds from the
disposition of the Partnership's remaining assets, without a dramatic
improvement in market conditions Limited Partners will receive
significantly less than half of their original investment. However, in
connection with sales or other dispositions (including transfers to
lenders) of properties (or interests therein) owned by the Partnership or
its joint ventures, the Limited Partners may be allocated substantial gain
for Federal income tax purposes, regardless of whether any proceeds are
distributable from such sales or other dispositions.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and decrease in short-term
investments at March 31, 1995 as compared to December 31, 1994 is primarily
due to none of the Partnership's U.S. Government obligations being
classified as cash equivalents at December 31, 1994 whereas approximately
$4,577,000 of U.S. Government obligations were classified as cash
equivalents at March 31, 1995. Reference is made to Note 1. The aggregate
decrease in cash and cash equivalents and in short-term investments is also
due to the distribution of sale proceeds of $3,549,636 and $35,855 to the
Limited and General Partners respectively in February 1995.
The decrease in interest, rents and other receivables at March 31,
1995 as compared to December 31, 1994 is primarily due to the timing of
rental payments received at the Cal Plaza Office Building, Dunwoody
Apartments and 160 Spear Street Building.
The increase in the balance of escrow deposits and restricted
securities at March 31, 1995 as compared to December 31, 1994 is primarily
due to the continued escrow of excess cash flow pursuant to the loan
modifications at the 260 Franklin Street Building and Cal Plaza Office
Building. Reference is made to Note 4(a). The increase in escrow deposits
and restricted securities is also due to the timing of real estate tax
payments and the related increase in accrued real estate taxes at certain
of the Partnership's investment properties.
The increase in other restricted securities at March 31, 1995 as
compared to December 31, 1994 is due to the continued restriction of cash
to be paid to the lender of the RiverEdge Place investment property.
Reference is made to note 4(a)(iv).
The increase in the balance of accounts payable at March 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of payment of
certain expenses at the 260 Franklin Street Building, 160 Spear Street
Building and Dunwoody Apartments.
The increase in accrued interest payable at March 31, 1995 as compared
to December 31, 1994 is primarily due to the accrual of approximately
$630,000 in 1995 of unpaid interest on the mortgage loan secured by the
RiverEdge Place investment property and the accrual of approximately
$455,000 in 1995 of unpaid interest on the promissory note secured by the
Partnership's interest in the South Tower venture. Reference is made to
Note 4(a).
The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the three months ended March 31, 1995 as compared to the three
months ended March 31, 1994 are primarily due to the lenders obtaining
legal title to the Park at Countryside Apartments on May 5, 1994 and to the
sale of the 9701 Wilshire Building on October 6, 1994. Reference is made
to Notes 4(a)(i) and 9(c).
The increase in interest income for the three months ended March 31,
1995 as compared to the three months ended March 31, 1994 is primarily due
to higher effective yields being earned on U.S. Government obligations held
by the Partnership during 1995.
The decrease in the Partnership's share of loss from unconsolidated
ventures for the three months ended March 31, 1995 as compared to the three
months ended March 31, 1994 is primarily due to the assignment by JMB/125
of its interest in 125 Broad to an affiliate of the JMB/125's unaffiliated
venture partner in November 1994. Reference is made to Notes 3(f) and
9(d).
The $605,796 gain on sale of interest in unconsolidated venture for
the three months ended March 31, 1995 relates to the recognition of gain
from the sale of the Partnership's interest in the Owings Mills Limited
Partnership. Reference is made to Note 9(b).
The $656,560 gain on sale of investment property for the three months
ended March 31, 1994 relates to the sale of the Villa Solana Apartments on
March 23, 1994. Reference is made to Note 9(a).
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS ON SENIOR SECURITIES
The mortgage note secured by the Wells Fargo Center as well as the
promissory note secured by the Partnership's interest in the joint venture
matured December 1, 1994. The lender of the mortgage note has agreed to
refrain from exercising its rights and remedies under the loan documents
through May 1, 1995 (the lender is considering an extension of such
agreement), the promissory note is in default as of March 31, 1995. In
addition, in July, 1992, the Partnership ceased making debt service
payments on the mortgage loan secured by the RiverEdge Place Building.
Reference is made to Notes 4(a)(iv) and 4(a)(vii) of Notes to Consolidated
Financial Statements filed with this quarterly report and the discussion of
those investment properties in Liquidity and Capital Resources contained in
the Management's Discussions and Analysis of Financial Condition section of
this quarterly report for discussions of such loan defaults, which are
hereby incorporated herein by reference.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties.
<CAPTION>
1994 1995
------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 900 Third Avenue Building
New York, New York. . . . . . . . 94% 94% 94% 94% 94%
2. Piper Jaffray Tower
Minneapolis, Minnesota. . . . . . 99% 99% 98% 98% 97%
3. RiverEdge Place
Fulton County (Atlanta),
Georgia . . . . . . . . . . . . . 87% 88% 89% 89% 88%
4. Wells Fargo Center
- IBM Tower
Los Angeles, California . . . . . 97% 97% 97% 96% 96%
5. Eastridge Mall
Casper, Wyoming . . . . . . . . . 91% 92% 92% 91% 92%
6. Woodland Hills Apartments
DeKalb County (Atlanta),
Georgia . . . . . . . . . . . . . 89% 98% 100% 99% 99%
7. Park at Countryside
Apartments
Port Orange (Daytona Beach),
Florida . . . . . . . . . . . . . 98% N/A N/A N/A N/A
8. 160 Spear Street Building
San Francisco, California . . . . 91% 88% 88% 89% 89%
9. 21900 Burbank Boulevard
Building
Los Angeles (Woodland
Hills), California. . . . . . . . 99% 100% 100% 100% 96%
10. 125 Broad Street Building
New York, New York. . . . . . . . 54% 54% 54% N/A N/A
11. 260 Franklin Street Building
Boston, Massachusetts . . . . . . 99% 99% 99% 99% 99%
1994 1995
------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
12. 9701 Wilshire Building
Beverly Hills, California . . . . 89% 89% 89% N/A N/A
13. California Plaza
Walnut Creek, California. . . . . 95% 99% 98% 95% 95%
14. Dunwoody Crossing
(Phase I, II and III)
Apartments
DeKalb County (Atlanta),
Georgia . . . . . . . . . . . . . 91% 93% 91% 88% 93%
15. NewPark Mall
Newark (Alameda County),
California. . . . . . . . . . . . 80% 80% 80% 81% 80%
16. Springbrook Shopping Center
Bloomingdale, Illinois. . . . . . 74% 71% 71% 71% 72%
<FN>
- --------------------
An N/A indicates that the property, or the Partnership's interest in the property was sold or was not owned
by the Partnership at the end of the period.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Amended and Restated Agreement of Limited Partnership,
is hereby incorporated by reference to Exhibit 3 to the Partnership's Form
10-K (File No. 0-16111) for December 31, 1992 dated March 19, 1993.
4-A. Assignment Agreement set forth as Exhibit B to the
Prospectus is hereby incorporated herein by reference to Exhibit 4-A to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-16111)
dated March 19, 1993.
4-B. Documents relating to the modification of the mortgage
loan secured by 260 Franklin Street Building are hereby incorporated herein
by reference to Exhibit 4-B to the Partnership's report for December 31,
1992 on Form 10-K (File No. 0-16111) dated March 19, 1993.
4-C. Documents relating to the modification of the mortgage
loans secured by the 160 Spear Street Building are hereby incorporated
herein by reference to Exhibit 4-C to the Partnership's report for December
31, 1992 on Form 10-K (File No. 0-16111) dated March 19, 1993.
4-D. Documents relating to the refinancing of the mortgage
note secured by the Post Crest Apartments are hereby incorporated herein by
reference to Exhibit 4-D to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-16111) dated March 19, 1993.
10-A. Escrow Deposit Agreement is hereby incorporated herein
by reference to the Partnership Registration Statement on Form S-11 (File
No. 2-95382) dated January 18, 1985.
10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the 900 Third Avenue Building in New York,
New York, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.
10-C. Acquisition documents relating to the purchase by the
Partnership of an interest in the Piper Jaffray Tower in Minneapolis,
Minnesota, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.
10-D. Acquisition documents relating to the purchase by the
Partnership of the NBG Building in Fulton County, Georgia, are hereby
incorporated herein by reference to the Partnership's Registration
Statement on Amendment No. 2 to Form S-11 (File No. 2-95382) dated July 5,
1985.
10-E. Acquisition documents relating to the purchase by the
Partnership of an interest in the Crocker Center South Tower in Los
Angeles, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Amendment No. 2 to Form S-11 (File
No. 2-95382) dated July 5, 1985.
10-F. Acquisition documents relating to the purchase by the
Partnership of an interest in the Villa Solana Apartments in Laguna Hills,
California, are hereby incorporated herein by reference to the Partner-
ship's Registration Statement on Post-Effective Amendment No. 1 to Form
S-11 (File No. 2-95382) dated September 13, 1985.
10-G. Acquisition documents relating to the purchase by the
Partnership of an interest in the Eastridge Mall in Casper, Wyoming, are
hereby incorporated herein by reference to the Partnership's Registration
Statement on Post Effective Amendment No. 1 to Form S-11 (File No. 2-95382)
dated September 13, 1985.
10-H. Acquisition documents relating to the purchase by the
Partnership of the Summit Hills Apartments in DeKalb County, Georgia, are
hereby incorporated herein by reference to the Partnership's Registration
Statement on Post Effective Amendment No. 2 to Form S-11 (File No. 2-95382)
dated December 13, 1985.
10-I. Acquisition documents relating to the purchase by the
Partnership of an interest in the 160 Spear Street Building in San
Francisco, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.
10-J. Acquisition documents relating to the purchase by the
Partnership of an interest in the Baltimore Federal Financial Building in
Baltimore, Maryland, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.
10-K. Acquisition documents relating to the purchase by the
Partnership of the Arthur D. Little Building in Woodland Hills, California,
are hereby incorporated herein by reference to the Partnership's Registra-
tion Statement on Post-Effective Amendment No. 3 to Form S-11 (File No.
2-95382) dated March 13, 1986.
10-L. Acquisition documents relating to the purchase by the
Partnership of an interest in the Park at Countryside Apartments in Port
Orange, Florida, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.
10-M. Acquisition documents relating to the purchase by the
Partnership of an interest in the Owings Mills Shopping Center in Owings
Mills, Maryland, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.
10-N. Acquisition documents relating to the purchase by the
Partnership of an interest in the 125 Broad Street Building, New York, New
York, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 2-95382) dated March 13, 1986.
10-O. Acquisition documents relating to the purchase by the
Partnership of an interest in the Boatmen's Center in Kansas City,
Missouri, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 2-95382) dated March 13, 1986.
10-P. Acquisition documents relating to the purchase by the
Partnership of an interest in the 260 Franklin Street Building in Boston,
Massachusetts, are hereby incorporated herein by reference to the Partner-
ship's Registration Statement on Post-Effective Amendment No. 4 to Form
S-11 (File No. 2-95382) dated April 30, 1986.
10-Q. Acquisition documents relating to the purchase by the
Partnership of an interest in the Mitsui Manufacturers Bank Building in
Beverly Hills, California, are hereby incorporated herein by reference to
the Partnership's Registration Statement on Post-Effective Amendment No. 5
to Form S-11 (File No. 2-95382) dated July 31, 1986.
10-R. Acquisition documents relating to the purchase by the
Partnership of an interest in the California Plaza office building in
Walnut Creek, California are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 5 to
Form S-11 (File No. 2-95382) dated July 31, 1986.
10-S. Acquisition documents relating to the purchase by the
Partnership of the Springbrook Shopping Center in Bloomingdale, Illinois,
are hereby incorporated herein by reference to the Partnership's report for
December 31, 1989 on Form 10-K (File No. 0-16111) dated March 28, 1990.
10-T. Acquisition documents relating to the purchase by the
Partnership of the Erie-McClurg Parking Facility in Chicago, Illinois are
hereby incorporated herein by reference to the Partnership's report for
December 31, 1989 on Form 10-K (File No. 0-16111) dated March 28, 1990.
10-U.* Real Estate Purchase Agreement dated June 30, 1992,
between Erie-McClurg Associates ("Beneficiary") and The Streeterville
Corporation ("Purchaser") for the sale of Erie-McClurg Parking Facility, is
hereby incorporated herein by reference.
10-V.* First Amendment to Real Estate Purchase Agreement
dated August 26, 1992, between Erie-McClurg Associates ("Beneficiary") and
The Streeterville Corporation ("Purchaser") for the sale of Erie-McClurg
Parking Facility, is hereby incorporated herein by reference.
10-W.* Second Amendment to Real Estate Purchase Agreement
dated September 3, 1992, between Erie-McClurg Associates ("Beneficiary")
and The Streeterville Corporation ("Purchaser") for the sale of Erie-
McClurg Parking Facility, is hereby incorporated herein by reference.
10-X. Amended and Restated Articles of Partnership of
JMB/125 Broad Building Associates, dated April 21, 1993 between Carlyle
Advisors, Inc. and Carlyle-XV Associates, L.P. relating to the 125 Broad
Street Building, is hereby incorporated herein by reference to the
Partnership's report for December 31, 1993 on Form 10-K (File No. 0-16111)
dated March 28, 1994.
10-Y. Documents relating to the modification of the mortgage
loan secured by California Plaza are hereby incorporated herein by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-16111) dated March 28, 1994.
10-Z. Agreement for Purchase and Sale of Real Estate and
Related Property related to the sale of Villa Solana Apartments dated
February 7, 1994 between Villa Solana Associates ("Seller") and EQR-Villa
Solana Vistas, Inc. ("Purchasers") is incorporated herein by reference to
the Partnership's report for June 30, 1994 on Form 10-Q (File No. 0-16111)
dated August 12, 1994.
10-AA. Amendment to the Agreement for Purchase and Sale of
Real Estate and Related Property related to the sale of Villa Solana
Apartments dated February 25, 1994 between Villa Solana Associates
("Seller") and EQR-Villa Solana Vistas, Inc. ("Purchasers") is incorporated
herein by reference to the Partnership's report for June 30, 1994 on Form
10-Q (File No. 0-16111) dated August 12, 1994.
10-BB. Second Amendment to Agreement for Purchase and Sale of
Real Estate and Related Property related to the sale of Villa Solana
Apartments dated March 4, 1994 between Villa Solana Associates ("Seller")
and EQR-Villa Solana Vistas, Inc. ("Purchaser") is incorporated herein by
reference to the Partnership's report for June 30, 1994 on Form 10-Q (File
No. 0-16111) dated August 12, 1994.
10-CC. Takeover agreement relating to Johnson & Higgins space
at the 125 Broad Building is incorporated herein by reference to the
Partnership's report for March 31, 1994 on Form 10-Q (File No. 0-16111)
dated May 11, 1994.
10-DD. First Amendment to Loan Documents relating to the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III) is
incorporated herein by reference to the Partnership's report for September
30, 1994 on Form 10-Q (File No. 0-16111) dated November 10, 1994.
10-EE. Documents relating to the extension of the mortgage
loan secured by the 900 Third Building are incorporated herein by reference
to the Partnership's report for December 31, 1994 on Form 10-K (File No. 0-
16111) dated March 27, 1995.
10-FF. Documents relating to the lender realizing upon its
mortgage security interest in the Park at Countryside Apartments are
incorporated herein by reference to the Partnership's report for May 5,
1994 on Form 8-K dated May 5, 1994.
10-GG. Documents relating to the refinancing of the Woodlands
Hills Apartments are incorporated herein by reference to the Partnership's
report for December 31, 1994 on Form 10-K (File No. 0-16111) dated March
27, 1995.
10-HH. Purchase Agreement between the Partnership and 9701
Wilshire Boulevard, Inc. ("Purchaser") for the sale of the 9701 Wilshire
Building is incorporated herein by reference to the Partnership's report
for December 31, 1994 on Form 10-K (File No. 0-16111) dated March 27, 1995.
10-II. Documents relating to the assignment of the
Partnership's interest in the 125 Broad Street Building to O&Y Plaza Corp.
("Assignee") are incorporated herein by reference to the Partnership's
report for October 15, 1994 on Form 8-K dated November 15, 1994.
10-JJ. Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building are incorporated herein
by reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995.
10-II. Modification to Reserve Escrow Agreement relating to
the 260 Franklin Street Building is filed herewith.
27. Financial Data Schedule
---------------
* Previously filed as exhibits 10-U, 10-V and 10-W,
respectively, to the Partnership's report for December 31, 1992 on Form 10-
K of the Securities Exchange Act of 1934 (File No. 0-16111) dated March 19,
1993 and hereby incorporated herein by reference.
(b) No reports on Form 8-K have been filed since the
beginning of the last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 11, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 11, 1995
MODIFICATION TO RESERVE ESCROW AGREEMENT
----------------------------------------
THIS AGREEMENT made and entered into as of the first day of
January, 1994, by and between NORMAN S. GELLER, THOMAS M. BENNETT, JEFFREY
GLUSKIN and NEIL G. BLUM, BRIAN K. ELLISON and JULIA C. PARKS, as Trustees
of 260 FRANKLIN STREET ASSOCIATES TRUST under a Declaration of Trust dated
May 16, 1986, duly recorded with the Suffolk County Registry District of
the Land Court as Document No.405198, as amended in accordance with the
Certificate of Trustee as to Appointment of Additional Trustees and First
Amendment to Declaration of Trust establishing 260 Franklin Street
Associates Trust, dated September 12, 1986, duly recorded with Suffolk
County Registry of Deeds as Instrument No. 374 of September 26, 1986 and
filed with the Suffolk County Registry District of the Land Court as
Document No. 411174 and as further amended by Certificate of Trustee as to
removal of certain Trustees and appointment of Additional Trustees dated
July 23, 1990, duly recorded with the Suffolk County Registry of Deeds in
Book 16416, Page 342 and Document No. 467674, with appointment of six
Trustees registered as Document No. 467675 through 467680, with the Suffolk
County Registry District of the Land Court, as further amended in
accordance with a Certificate of Trustee as to Removal of Certain Trustees
and Appointment of Additional Trustees, dated May 20, 1992, duly recorded
with Suffolk County Registry of Deeds as Document No. 487549, having a
mailing address c/o JMB Realty Corporation, 900 North Michigan Avenue,
Chicago, Illinois 60611 (hereinafter called "Borrower")' TEACHERS INSURANCE
AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation having a mailing
address of 730 Third Avenue, New York, New York 10017 ("Lender"); and The
BOSTON MORTGAGE COMPANY, INC. a corporation, whose address is 25 Mall Road,
Burlington, Massachussets 01803-0918 (hereinafter called "Escrow Agent").
W I T N E S S E T H:
--------------------
WHEREAS, Borrower, Lender and Escrow Agent are parties to that
certain Reserve Escrow Agreement dated January 1, 1991 which agreement was
entered into as consideration for Lender agreeing to the terms of that
certain Second Mortgage Modification and Consolidation Agreement of even
date therewith recorded with the Suffolk County Registry of Deeds as Instrument
No. 308 and filed with the Suffolk County Registry District of the Land Court as
Document No. 482106;
WHEREAS, Borrower has requested that Lender agree to modify the
terms under which Available Cash flow is required to remain in the Reserve
Account. All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in either the Reserve Escrow Agreement or the
Second Mortgage Modification and Consolidation Agreement; and
WHEREAS, Lender is willing to accede to Borrower's request
solely upon the terms set forth in this Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE MORTGAGED PREMISES, the
parties hereto do hereby covenant and agree as follows:
1. Notwithstanding the requirement that Available Cash Flow
be deposited quarterly under the Reserve Escrow Agreement, Available Cash
flow shall be actually determined on a calendar year basis and to the
extent Escrow Agent determines that the amount ("Excess Deposits")
deposited quarterly as Available Cash Flow would not have been deposited if
calculations under the Reserve Escrow Agreement had been made on an annual
basis, Escrow Agent shall remit such Excess Deposit to Borrower. In making
such determinations, the following provisions shall control:
a. Only quarterly deposits made for a particular
calendar year on account of Available Cash Flow shall be used for making
such determination and in no event can money deposited in the Reserve
Account for a preceding calendar year be used for determining any
remittance due Borrower pursuant to this Agreement in a subsequent year.
2
b. Escrow Agent shall determine whether there have
been any Excess Deposits based upon analyzing and
reconciling the certified quarterly statements submitted to Lender
pursuant to Paragraph 9(a) of the Second
Mortgage Modification and Consolidation
Agreement.
c. In the event that a quarterly statement submitted
for a subsequent quarter shows that some of all of the Available Cash Flow
deposited for the previous quarters of such calendar year would not have
been deposited if calculations of Available Cash Flow had been determined
for all such quarterly periods (e.g., for a nine month period instead of
being determined quarterly), Escrow Agent shall remit the amount so
determined to be such Excess Deposit to the Borrower following such
determination.
d. To the extent any annual financial or
reconciliation statement or audit shall show that on an annual basis
Borrower would not have been entitled to a refund (i.e., no Excess Deposit
did in fact occur), Borrower shall within five (5) days of demand,
redeposit into the Reserve Account the amount of any money paid Borrower by
Escrow Agent as an Excess Deposit together with interest at the applicable
fixed interest rate set forth in the Note and any failure to make such
payment within five (5) days of demand shall constitute a default under the
Second Mortgage Modification and Consolidation Agreement, at Lender's
option, affording Lender with all rights and remedies as provided in the
Second Mortgage Modification and Consolidation Agreement respecting
Mortgagor defaults.
3
2. Except as herein contained, all the provisions of the
Reserve Escrow Agreement and Second Mortgage Modification and Consolidation
Agreement shall continue to remain unchanged and in full force and effect
and Borrower, Lender and Escrow Agent hereby ratify and reaffirm all of
such provisions, agree to comply with each and everyone of such provisions,
and Borrower confirms that it has no defense or offset to its liability to
pay the Consolidated Indebtedness with fixed and residual interest and the
yield maintenance amount due Lender in accordance with the terms of the
Second Mortgage Modification and Consolidation Agreement.
3. Borrower represents and warrants that it has full power
and authority to execute this Agreement for the uses and purposes herein
contained.
4. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
The party or parties executing this Agreement for and on behalf
of Borrower are doing so in their capacity of Trustee and not as
individuals. As such, any liability for breaching any of the Borrower's
obligations hereunder shall be limited to the Premises, trust assets and,
the moneys deposited in escrow under this Agreement.
Without limitation on the foregoing, but in addition thereto,
neither Borrower nor any Trustee, advisor or any other entity shall be
personally liable in any manner or to any extent under or in connection
with this Agreement or any other agreement or instrument entered into in
connection herewith; provided, however, that the foregoing shall not affect
or impair any obligations under a certain Indemnity and Payment Agreement
of even date herewith given by Carlyle Real Estate Limited Partnership-XV
and Carlyle Real Estate Limited Partnership-XVI to Lender.
4
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
- ------------------------ ------------------------------
Witness not personally but solely as
Trustee of 260 Franklin Street
Associates Trust as aforesaid
for self and co-trustees
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By:
- ----------------------- -------------------------
THE BOSTON MORTGAGE COMPANY, INC
ATTEST:
By:
- ----------------------- -------------------------
Name: Name: Harold C. McKenna
Title: Title: Chairman
[SEAL]
ATTACHED TO AND FORMING PART OF THAT CERTAIN MODIFICATION TO RESERVE ESCROW
AGREEMENT DATED AS OF JANUARY 1, 1994.
5
The undersigned, as parties to that certain Indemnity and
Payment Agreement dated January 1, 1991, hereby consent to the execution by
the Borrower of this Modification to Reserve Escrow Agreement and do hereby
covenant and agree that their respective obligations under such Indemnity
and Payment Agreement are and will be unaffected by Borrower's execution of
this Agreement and that such Indemnity and Payment Agreement will cover
Borrower's obligations hereunder.
CARLYLE REAL ESTATE LIMITED CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XV PARTNERSHIP-XVI,
an Illinois Limited an Illinois Limited
Partnership Partnership
By its sole Managing By its sole Managing
General Partner General Partner
JMB Realty Corporation, a JMB Realty Corporation,
Delaware Corporation a Delaware Corporation
By: By:
--------------------- -------------------
(Corporate Seal) (Corporate Seal)
6
ACKNOWLEDGMENT
-------------
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK ) , 1995
On this day of , 1995, before me appeared
to me personally known,
----------------------------,
who, being by me dully sworn, did say that she is the
of Teachers Insurance and Annuity
- ---------------------
Association of America and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority
of its Board of Trustees, and said acknowledged
said instrument to be the free
- -------------------
act and deed of said corporation,
-----------------------
Notary Public
My commission expires:
7
ACKNOWLEDGEMENT
---------------
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
On this day of Janaury, 1995
-------
Then personally appeared the above named
and acknowledged the foregoing as free -------------------
- ----
act and deed, before me,
---------------------
Notary Public
My commission expires:
8
ACKNOWLEDGEMENT
--------------
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK ) , 1995
On this day of , 1995, before me
appeared to me personally
-------------------------,
known, who, being by me dull sworn, did say that they are the
of JMB Realty Corporation, the managing
- ---------------------,
general partner of Carlyle Real Estate Limited Partnership XV and Carlyle
Real Estate Limited Partnership XVI (collectively the "Limited
Partnerships") and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed in behalf of said corporation and Limited Partnerships by authority
of its Board of Directors, and said acknowledged said
--------------------
instrument to be the free act and deed of said corporation and Limited
Partnerships.
----------------------
Notary Public
My commission expires:
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000761023
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,904,549
<SECURITIES> 2,688,515
<RECEIVABLES> 12,642,154
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21,235,218
<PP&E> 367,597,986
<DEPRECIATION> 108,874,117
<TOTAL-ASSETS> 322,690,044
<CURRENT-LIABILITIES> 79,489,084
<BONDS> 246,751,040
<COMMON> 0
0
0
<OTHER-SE> (29,957,289)
<TOTAL-LIABILITY-AND-EQUITY> 322,690,044
<SALES> 11,611,057
<TOTAL-REVENUES> 11,897,306
<CGS> 0
<TOTAL-COSTS> 8,072,616
<OTHER-EXPENSES> 451,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,824,138
<INCOME-PRETAX> (4,451,010)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,530,876)
<DISCONTINUED> 605,796
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,925,080)
<EPS-PRIMARY> (10.62)
<EPS-DILUTED> 0
</TABLE>
