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 September 30, 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. . . . . . . . . . . . . . . . . . . . . . . . 30
PART II OTHER INFORMATION
Item 3. Defaults on Senior Securities . . . . . . . . . . . . . . 42
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 43
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 45
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 10,248,858 844,080
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 451,926 10,564,988
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . 1,441,188 1,430,849
Current portion of notes receivable (net of allowance for
doubtful accounts of $1,466,051 in 1995 and 1994, note 7). . . . . . . . . . . -- 11,967
Escrow deposits and restricted securities (notes 1 and 4(a)) . . . . . . . . . . 8,848,734 7,551,262
Other restricted securities (note 4(a)(iv)). . . . . . . . . . . . . . . . . . . 3,939,798 2,835,995
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,930,504 23,239,141
------------ ------------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,901,620 30,786,288
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . 308,407,687 336,767,526
------------ ------------
335,309,307 367,553,814
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . (102,245,911) (106,168,986)
------------ ------------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . 233,063,396 261,384,828
------------ ------------
Investment in unconsolidated ventures,
at equity (notes 3 and 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,239,467 27,791,761
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,107,817 3,991,141
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,855,095 5,354,240
Venture partners' deficits in ventures . . . . . . . . . . . . . . . . . . . . . . 7,601,393 5,901,802
------------ ------------
$302,797,672 327,662,913
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
Current liabilities:
Current portion of long-term debt (note 4) . . . . . . . . . . . . . . . . . . . $179,254,021 64,981,954
Current portion of notes payable (note 8). . . . . . . . . . . . . . . . . . . . 70,701 70,701
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,924,487 2,620,655
Amounts due to affiliates (note 10). . . . . . . . . . . . . . . . . . . . . . . 1,913,077 1,736,196
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,205,652 7,147,878
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,163,039 554,229
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 10,000
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 196,560,977 77,121,613
Notes payable (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,733 290,434
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583,730 533,522
Investment in unconsolidated ventures, at equity
(notes 3 and 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,831,519 15,811,104
Deferred income (note 3(e)). . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,622,145 --
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,000 350,000
Long-term debt, less current portion (note 4). . . . . . . . . . . . . . . . . . . 108,478,585 246,148,319
------------ ------------
Commitments and contingencies (notes 1, 2, 3, 4, 7, 8 and 9)
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,626,689 340,254,992
Venture partners' subordinated equity in ventures. . . . . . . . . . . . . . . . . 5,516,233 8,854,639
Partners' capital accounts (deficits) (note 1):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,038,640) (16,615,024)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (908,722) (872,867)
------------ ------------
(17,927,362) (17,467,891)
------------ ------------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
-----------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 384,978,681 384,978,681
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (367,429,960) (362,540,535)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (29,966,609) (26,416,973)
------------ ------------
(12,417,888) (3,978,827)
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . . . . . (30,345,250) (21,446,718)
------------ ------------
$302,797,672 327,662,913
============ ============
<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 AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . $10,727,863 13,457,982 34,683,203 39,564,744
Interest income. . . . . . . . . . . . . . . . . . . . 348,822 233,744 935,785 585,203
----------- ---------- ----------- -----------
11,076,685 13,691,726 35,618,988 40,149,947
----------- ---------- ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . 7,101,796 8,223,717 22,731,725 25,246,045
Depreciation . . . . . . . . . . . . . . . . . . . . . 2,505,137 2,894,918 7,920,899 8,769,523
Property operating expenses. . . . . . . . . . . . . . 4,749,391 6,176,547 14,873,866 17,064,430
Professional services. . . . . . . . . . . . . . . . . 25,355 13,942 451,220 458,688
Amortization of deferred expenses. . . . . . . . . . . 288,669 293,051 838,488 862,300
General and administrative . . . . . . . . . . . . . . 198,869 220,000 635,166 532,563
----------- ---------- ----------- -----------
14,869,217 17,822,175 47,451,364 52,933,549
----------- ---------- ----------- -----------
Operating loss. . . . . . . . . . . . . . . . . . 3,792,532 4,130,449 11,832,376 12,783,602
Partnership's share of loss from
operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . 611,812 4,987,011 2,335,662 14,428,418
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . (689,147) (630,205) (1,818,477) (1,693,733)
----------- ---------- ----------- -----------
Net operating loss . . . . . . . . . . . . . . . 3,715,197 8,487,255 12,349,561 25,518,287
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1995 1994 1995 1994
----------- ---------- ----------- ----------
Gain on sale of interests in
ventures (notes 9(b) and 9(e)) . . . . . . . . . . . . (93,828) -- (7,036,520) --
Gain on sale or disposition of investment
properties, net of venture partner's
share of gain of $823,609
(notes 4(a)(i) and 9(a)) . . . . . . . . . . . . . . . -- -- -- (2,074,603)
----------- ---------- ----------- -----------
Net loss . . . . . . . . . . . . . . . . . . . . $ 3,621,369 8,487,255 5,313,041 23,443,684
=========== ========== =========== ===========
Net loss per limited partnership
interest (note 1):
Net operating loss . . . . . . . . . . . . . . $ 8.04 18.33 26.72 55.18
Net gain on sale of interests in
ventures (notes 9(b) and 9(e)) . . . . . . . (.21) -- (15.70) --
Net gain on sale or disposition of
investment properties (notes 4(a)(i)
and 9(a)). . . . . . . . . . . . . . . . . . -- -- -- (4.63)
----------- ---------- ----------- -----------
$ 7.83 18.33 11.02 50.55
=========== ========== =========== ===========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . . . . $ -- 5.00 8.00 5.00
=========== ========== =========== ===========
<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
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,313,041) (23,443,684)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,920,899 8,769,523
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 838,488 862,300
Long-term debt - deferred accrued interest . . . . . . . . . . . . . . . . . . . . 2,503,773 1,421,474
Partnership's share of loss from operations of
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,335,662 14,428,418
Venture partners' share of ventures' operations
and gain on sale of investment property. . . . . . . . . . . . . . . . . . . . . (1,818,477) (870,124)
Total gain on sale of investment property. . . . . . . . . . . . . . . . . . . . . -- (2,898,212)
Gain on sale of interest in ventures . . . . . . . . . . . . . . . . . . . . . . . (7,036,520) --
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . 96,177 (157,072)
Current portion of notes receivable. . . . . . . . . . . . . . . . . . . . . . . . 11,967 16,355
Escrow deposits and restricted securities (note 4(a)). . . . . . . . . . . . . . . (1,297,472) (1,760,746)
Other restricted securities (note 4(a)(iv)). . . . . . . . . . . . . . . . . . . . (1,103,803) --
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502,646 949,260
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 655,813 89,833
Amounts due affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,881 (1,288,377)
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,057,774 1,445,777
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508,805 907,390
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 --
Deferred income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,622,145 --
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,565 (192,714)
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,000) --
------------ -----------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,684,282 (1,720,599)
------------ -----------
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 (purchases) and maturities of short-term investments . . . . . . . . . . . 10,113,062 (4,357,646)
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (930,696) (948,673)
Cash proceeds from sale of investment property (note 9(a)) . . . . . . . . . . . . . -- 2,563,197
Cash proceeds from sale of interests in ventures (note 9(e)) . . . . . . . . . . . . 671,006 --
Partnership's distributions from unconsolidated ventures . . . . . . . . . . . . . . 1,018,316 5,299,588
Partnership's contributions to unconsolidated ventures . . . . . . . . . . . . . . . (20,000) (1,307,593)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (962,936) (222,704)
------------ -----------
Net cash provided by investing activities. . . . . . . . . . . . . . . . . . . 9,888,752 1,026,169
------------ -----------
Cash flows from financing activities:
Principal payment on note payable. . . . . . . . . . . . . . . . . . . . . . . . . . (70,701) (70,701)
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (2,713,064) (703,264)
Venture partners' contributions to ventures. . . . . . . . . . . . . . . . . . . . . 201,000 249,450
Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . . . . . -- (438,987)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (35,855) (272,001)
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (3,549,636) (2,218,523)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (6,168,256) (3,454,026)
------------ -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,404,778 (4,148,456)
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . 844,080 5,020,087
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 10,248,858 871,631
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 16,170,178 22,378,794
============ ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of interests in
ventures (notes 9(b) and 9(e)) . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,036,520 --
============ ===========
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
============ ===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1995 1994
------------ -----------
Sale of interest in venture (note 9(e)):
Total sale price (before prorations) . . . . . . . . . . . . . . . . . . . . . . $ 24,075,000 --
Payoff of mortgage loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,403,994) --
------------ -----------
Cash proceeds from sale of interest in venture . . . . . . . . . . . . . . . $ 671,006 --
============ ===========
Disposition of investment property (note 4(a)(i)):
Balance due on long-term debt canceled . . . . . . . . . . . . . . . . . . . . . $ -- 3,100,000
Accrued interest expense on accelerated long-term debt . . . . . . . . . . . . . -- 970,317
Reduction of investment property . . . . . . . . . . . . . . . . . . . . . . . . -- (2,023,953)
Reduction of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . -- (16,467)
Reduction of other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . -- 117,966
------------ -----------
Non-cash gain recognized due to lender realizing upon security . . . . . . . . $ -- 2,147,863
============ ===========
<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
SEPTEMBER 30, 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, Limited Partnership ("Eastridge"), sold June 30, 1995,
(see note 9(e)); 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 nine months ended September 30, 1995 and 1994:
1995 1994
------------------------ -----------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
----------- --------- ---------- ---------
Net loss . . . . . . . $5,313,041 7,958,995 23,443,684 22,293,056
Net loss
per limited
partnership
interest. . . . . . . $ 11.02 17.22 50.55 48.23
========== ========== =========== ==========
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.
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 ($6,915,388 and none at September 30,
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.
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 to be held and used (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. Any long-lived assets identified "to be
disposed of" would no longer be depreciated but adjustments for impairment
loss would be made in each period as necessary to report these assets at
the lower of historical cost and fair value less costs to sell. In certain
situations, such estimated fair value could be less than the existing non-
recourse debt which is secured by the property.
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 finalized its assessment
of the full impact of adopting SFAS 121, it is likely that additional
provisions for value impairment would be required for the properties owned
by the Partnership and its consolidated ventures, or by the Partnership's
unconsolidated ventures. Such provisions, including the Partnership's
share of such unconsolidated venture provisions, are currently estimated to
total approximately $47,000,000 in the first period of implementation of
SFAS 121. In addition, upon the disposition of an impaired property, the
Partnership would generally recognize more net gain for financial reporting
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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. Certain of these
properties have been sold or disposed (notes 4 and 9). All of the
remaining twelve properties owned at September 30, 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.
Certain 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, 260
Franklin Street Building 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)).
(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. The
Partnership spent approximately $124,000 for repairs in 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 of the city's review of such report. The
cost of such repairs was initially estimated to be approximately $1,000,000
which has been reflected in the accompanying consolidated financial
statements as of September 30, 1995 and December 31, 1994. In
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
August 1995, the Partnership completed its inspection of the building and
filed its report with the city. The inspection concluded that fewer of the
building's moment connections are likely to require repair under the
ordinance than originally anticipated. Accordingly, the cost of such
additional repairs is expected to be approximately $100,000. No additional
repair work has commenced as of the date of this report and the Partnership
will not commit any additional funds for such repairs. The Partnership has
approached the lender regarding a modification of the loan (scheduled to
mature December 1, 1996) due to these repair costs and anticipated re-
leasing costs expected to be incurred at the property. The lender has
indicated that it is not willing to provide such a modification and has
notified the Partnership of its default under certain provisions of the
loan agreement. The Partnership does not believe it was in default as of
September 30, 1995 and was current with respect to debt service payments on
the loan as of such date. However, the Partnership has decided not to
commit additional amounts to the property and has ceased making debt
service payments commencing with the November 1995 payment. As a result,
the lender will likely realize upon its security interest in the property
in late 1995 or early 1996. This will result in the Partnership no longer
having an ownership interest in the property, and will likely result in a
gain for financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds. Therefore, the mortgage note has
been classified at September 30, 1995 as a current liability in the
accompanying consolidated financial statements.
(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.
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, including litigation settlement 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, Carlyle-XIV and JMB/900, which has enabled the
Partnership and Carlyle-XIV 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 may 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' positions 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. Pursuant to the loan extension, 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 the payment of real estate taxes as well as releasing
costs associated with leases which expire in 1999 and 2000 (approximately
240,000 square feet of space). To date, no escrow funds have been required
to be used for leasing costs. 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. During April and
July 1995, the Venture deposited approximately $1,300,000 and $1,200,000,
respectively (representing net cash flow generated by the property during
the first and second quarter, respectively (as defined)) generated by the
property during the first and second quarter, respectively, into escrow
under terms of the loan extension for the payment of real estate taxes.
The agreement provides, however, that the joint venture can immediately
repay itself, out of first available net cash flow (after payment of real
estate taxes), certain costs incurred and deposits made by the joint
venture in connection with the loan extension. As of September 30, 1995,
approximately $1,300,000 of these amounts have been repaid to the joint
venture (of which the Partnership's share is approximately $867,000).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(c) Boatmen's Center
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.
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 September 30, 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 September 30, 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 was originally 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 were due in monthly payments of $416,351 with a final balloon
payment due November 1, 1995. In October 1995, JMB/NewPark was granted a
loan extension until December 15, 1995 at which time a final balloon
payment will be due. 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 required) as specified in the
mortgage note. The joint venture is continuing discussions with the
existing lender regarding a five year extension of the loan. Separately,
the joint venture has a commitment letter from a different institutional
lender to refinance the entire principal amount. However, there can be no
assurance that the joint venture will be able to obtain such an extension
or refinancing. 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 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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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).
In June 1995, the venture entered into a seven year direct lease with
Maxis Inc. for approximately 38,500 square feet of space on the sixth floor
of the building previously occupied by a major tenant (Liquid Air). Liquid
Air paid the venture $3,740,000 (of which $2,745,058 relates to future lost
rents and of which the unamortized amount of $2,622,145 is included in
deferred income in the accompanying consolidated financial statements as of
September 30, 1995) as a lease amendment fee in June 1995 and will guaranty
the obligations under the Maxis lease up to $1,500,000 through its original
expiration date of January 2001. Liquid Air will remain obligated for
lease payments on approximately 55,000 square feet on the third and seventh
floors under its original lease terms. They are currently attempting to
sub-lease a portion of this space. The $3,740,000 amendment fee was
applied as follows (i) $2,112,200 was remitted to the lender to reduce the
principal balance on the mortgage loan, (ii) $999,100 was placed into
escrow and is being used to pay for leasing costs associated with the Maxis
lease (the unused balance of $229,875 is included in accounts payable in
the accompanying consolidated financial statements as of September 30,
1995), and (iii) $628,700 was placed into the existing reserve account.
(f) JMB/125
In November 1994, the Partnership through its indirect ownership of
JMB/125 assigned its interest in the 125 Broad Street Building to the
venture partners (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, Limited ("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 provided that JMB/125's
share of 125 Broad's annual cash flow and sale or refinancing proceeds
would 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 acquired, 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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 had a term through June 2067 and provides for annual rental payments
of $1,075,000. The terms of the ground lease granted 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.
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.
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.
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 $3,858,039 for the nine months ended
September 30, 1994 and is included in the Partnership's share of loss from
operations of unconsolidated venture.
(g) JMB/Piper
Under the terms of a modification agreement with the lender, in
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, 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. No such contingent interest was due
for 1991, 1992, 1993 or 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, 1993 and 1994 totalled $923,362,
$1,390,910 and $353,251, respectively. 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 September 30, 1995, the manager has deferred
approximately $2,832,000 ($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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 into space previously 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 or refinancing 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
September 1, 1995 while the venture continued to negotiate an extension or
refinancing of the note with the lender. In 1995, 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
also has ceased making debt service payments on the promissory note and is
negotiating an extension or refinancing with such 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 extend or 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 as compared to amounts which would have
been received under the IBM leases. In early 1995, two major law firm
tenants occupying approximately 5% of the building's space notified the
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
joint venture of their intentions to disband each of these respective
firms. The joint venture negotiated a lease termination agreement with one
of the law firms for $1,600,000, all of which has been received as of
September 30, 1995. The other law firm, which has vacated its space and is
no longer paying rent, has filed for bankruptcy. The collectability of
amounts owed by such tenant under its lease obligation is uncertain. 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
September 30, 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. 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 and $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.
(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 ($4,826,598 at
September 30, 1995 - including accrued interest) is to be used to cover the
costs of capital and tenant improvement and lease inducements which are the
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
primary components of the anticipated operating deficits notes above
($1,759,596 used as of September 30, 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. The joint venture has commenced discussions
with the lender regarding an additional modification or extension of the
loan, however, there can be no assurance that the joint venture will be
able to obtain any such modification or extension.
If 260 Franklin is unable to refinance or extend the mortgage loan,
the Partnership may decide not to commit any significant additional funds.
This may result in 260 Franklin and the Partnership no longer having an
ownership interest in the property. This would result in 260 Franklin and
the Partnership recognizing a gain for financial reporting purposes and
Federal income tax purposes with no distributable proceeds.
(iii) 160 Spear Street Building
During 1992, the Partnership reached an agreement with the first
mortgage lender to extend the mortgage note secured by the 160 Spear Street
investment property from December 10, 1992 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 September 30, 1995,
approximately $210,000 has been placed in the escrow account and
approximately $171,000 has been withdrawn for expenditures approved by the
lender.
The venture approached the lender for an additional loan modification
due to anticipated re-leasing costs expected to be incurred at the
property. However, the lender indicated that it was not willing to provide
an additional modification. The venture ceased making its monthly debt
service payments effective June 1, 1995 and in August 1995, reached an
agreement whereby title of the property will be transferred to the lender
in January 1996. Additionally, all cash flow from the property is now
deposited in a lockbox controlled by the lender until title is transferred.
This will result in the Partnership no longer having an ownership interest
in the property, which will result in the Partnership recognizing a gain
for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds. Therefore, the mortgage note with a
balance of $39,147,366 has been classified at September 30, 1995 as a
current liability in the accompanying consolidated financial statements.
As of September 30, 1995, the amount of interest payments in arrears is
$715,577.
(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
September 30, 1995) in order to reduce operating deficits anticipated as a
result of the over-lease buy-out. The property has generated positive cash
flow of approximately $3,940,000 and $2,836,000 as of September 30, 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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 September 30, 1995, the amount of principal
and interest payments in arrears on the loan is approximately $12,401,000.
Therefore, the loan has been classified at September 30, 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 and 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, 1977, when the remaining balance will be
payable.
(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 by reducing the pay rate. 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 (approximately
$5,940,000) of the monthly cash flow generated by the property from March
1993 to September 1995 above the 8% interest pay rate has been put into
escrow for the future payment of insurance premiums and real estate taxes
(approximately $1,915,000 paid as of September 30, 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 September 30,
1995). If at any time the balance in the escrow account exceeds
$2,120,000, the excess will be used to first pay 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 accrued interest on the loan. The joint venture also was
required to fund $500,000 into the reserve account in connection with the
loan modification. In June 1995, $3,740,000 was received from a tenant as
a lease termination fee. The venture remitted $2,112,200 to the lender to
reduce the principal balance on the mortgage loan and an additional
$628,700 was placed into the reserve account (see note 3(e)).
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(vii) Wells Fargo Center
The mortgage note secured by the Wells Fargo Center (South Tower
Office Building) (with a balance of $194,582,781 as of September 30, 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 $2,015,000 as of December 31, 1994 and September 30, 1995,
respectively) matured December 1, 1994. The Partnership and the joint
venture have been in discussions with the respective lenders regarding an
extension or refinancing of the mortgage note and the promissory note (see
Note 3(h)). 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
September 30, 1995 and December 31, 1994 as a current liability in the
accompanying consolidated financial statements.
(viii) 21900 Burbank Boulevard Building
The Partnership has approached the lender regarding a modification of
the loan secured by the 21900 Burbank Boulevard Building, which is
scheduled to mature December 1, 1996, due to anticipated repairs and re-
leasing costs expected to be incurred at the property. The lender has
indicated that it is not willing to provide such a modification and has
notified the Partnership of its default under certain provisions of the
loan agreement. The Partnership does not believe it was in default as of
September 30, 1995 and was current with respect to debt service payments on
the loan as of such date. However, the Partnership has decided not to
commit additional amounts to the property and has ceased making debt
service payments commencing with the November 1995 payment. See Note 2(c).
(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 and second
mortgage loans secured by the Woodland Hills Apartments matured November 1,
1994 and June 1, 1994, respectively. 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 10.5% at September 30, 1995) and has a scheduled
maturity of October 1, 1997.
(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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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. The Limited Partners have not yet received and are
not expected to receive cash distributions of sale or refinancing proceeds
in an amount equal to their initial capital investment in the Partnership.
If upon the completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Limited Partners have not
received the amounts in (i) and (ii) above, the General Partners will be
required to return all or a portion of the 1% distribution of sale or re-
financing proceeds described above in an amount equal to such deficiency in
payments to the Limited Partners pursuant to (i) and (ii) above.
(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 $2,275,000 as of September 30, 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,
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 September 30, 1995
and December 31, 1994.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(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). During June 1995 and June 1994, $70,701
of principal and $43,336 and $51,820 of interest, respectively, was paid to
the tenant from cash flow generated from operations of the property. As of
September 30, 1995, the outstanding balance of the notes was $290,434.
(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
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.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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 has collected a sufficient amount of the
purchaser's initial investment in accordance with SFAS #66 at March 31,
1995, the joint venture adopted the installment method for recognition of
the remaining deferred gain. JMB/Owings recognized $1,522,542 of deferred
gain and $1,319,979 of interest income in the nine months ended September
30, 1995, of which the Partnership's share is $761,271 and $659,990,
respectively.
(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, Limited ("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. 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
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.
The promissory note received by JMB/125 has been fully reserved for by
JMB/125 due to the uncertainty of the collectibility of the note. In
October 1995, the O&Y affiliate that is the maker of the promissory note
filed for protection from creditors under Chapter 11 of the Bankruptcy
Code.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(e) Eastridge Mall
On June 30, 1995, the Partnership sold its 90% limited partner
interest in Eastridge which owns the land, building and related
improvements of the Eastridge Mall located in Casper, Wyoming. The
purchaser, Price Development Company, Limited Partnership, was the
Partnership's joint venture partner in Eastridge and is not affiliated with
the Partnership or its General Partners.
The purchaser paid $24,075,000 (before prorations) at closing, of
which $23,403,994 was used to retire the mortgage note secured by the
property and the balance representing the deemed sale price of the
Partnership's interest in Eastridge. The Partnership received net proceeds
(before prorations) of $671,006 on June 30, 1995. As a result of the sale,
the Partnership recognized a gain of $6,275,248 for financial reporting
purposes and expects to recognize a gain of approximately $9,000,000 for
Federal income tax purposes in 1995.
(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 September 30, 1995 and for the nine months ended
September 30, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Unpaid at
September 30,
1995 1994 1995
------- ------ -------------
<S> <C> <C> <C>
Property management and
leasing fees . . . . . . . . . . $60,044 612,061 1,237,201
Insurance commissions. . . . . . . -- 56,692 --
Reimbursement (at cost) for
out-of-pocket expenses. . . . . . 12,702 138,191 --
------- ------- ---------
$72,746 806,944 1,237,201
======= ======= =========
</TABLE>
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 $156,236 for the nine months ended September
30, 1995 and $190,534 for the year ended December 31, 1994, all of which
have been paid as of September 30, 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 Corporate General Partner of the Partnership has determined to use
independent third parties to perform certain administrative services
beginning in the fourth quarter of 1995. Use of such third parties is not
expected to have a material effect on the operations of the Partnership.
The General Partners and their affiliates have previously deferred
management and leasing fees payable to them in an aggregate amount of
$1,913,077 (approximately $4 per Interest) through September 30, 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
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
Partnership's proportionate share of property management and leasing fees
paid by certain 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 other than for the 260 Franklin office building. The cumulative
deferred amounts do not bear interest and are expected to be paid in future
periods.
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 nine months ended September
30, 1995 and 1994 and for JMB/125 for the nine months ended September 30,
1994 is as follows:
1995 1994
----------- -----------
Total income of
properties. . . . . . . . . . . . . $78,447,742 103,621,998
=========== ===========
Operating loss of
ventures. . . . . . . . . . . . . . $ 4,462,888 43,138,503
=========== ===========
Partnership's share
of loss . . . . . . . . . . . . . . $ 2,091,662 13,935,633
=========== ===========
(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 September 30,
1995 and for the three and nine months ended September 30, 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 September 30, 1995, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $10,249,000. Such funds and
short-term investments of approximately $452,000 are available for the
Partnership's share of leasing costs and capital improvements, and the
Partnership's share of operating deficits currently being incurred at
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 certain other of the
Partnership's investment properties. Anticipated deficits for 1995
including those for expected tenant improvement and other lease inducement
costs at the 260 Franklin office building are expected to be paid out of
the unconsolidated joint venture's restricted reserve account. The joint
venture that owns the 260 Franklin office building is seeking a further
modification and extension to its mortgage loan to reduce anticipated
deficits in future years. 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 $2,127,669 (approximately $5 per interest)
through September 30, 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 other than for the 260 Franklin office building. 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 $2,121,000 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 $3,029,000. 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 (in June 1995, the Partnership received proceeds from the sale
of its interest in the Eastridge Mall as discussed below), 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 first mortgage loan secured by the Dunwoody Crossing Phases I and
III Apartments in the principal amount of $21,500,000 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).
On June 30, 1995, the Partnership sold its interest in Eastridge Mall
for $24,075,000 (before selling costs and retirement of debt) as discussed
below. Reference is made to Note 9(e).
Piper Jaffray Tower
At the Piper Jaffrey Tower, occupancy increased slightly to 98% during
the quarter, up from 97% at the end of the second quarter.
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 has leased
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 into space previously 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, 1993 and 1994 totalled
$923,362, $1,390,910 and $353,251, respectively. 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)) has agreed to defer receipt of its management
fee until a later date. As of September 30, 1995, the manager has deferred
approximately $2,832,000 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.
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 have expired or 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 approached the lender regarding an additional modification to the
loan. However, the lender indicated that it was not willing to provide an
additional modification. The venture ceased making its monthly debt
service payments effective June 1, 1995 and in August 1995, reached an
agreement whereby title of the property will be transferred to the lender
in January 1996. Additionally, all cash flow from the property is now
deposited in a lockbox controlled by the lender until title is transferred.
This will result in the Partnership no longer having an ownership interest
in the property, which will result in the Partnership recognizing a gain
for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds. Therefore, the mortgage note has
been classified at September 30, 1995 as a current liability in the
accompanying consolidated financial statements.
125 Broad Street Building
In November 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Limited ("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.
As of December 31, 1994, the promissory note received by JMB/125 has been
fully reserved due to the uncertainty of the collectibility of the note.
In October 1995, the O&Y affiliate that is the maker of the note filed for
protection under Chapter 11 of the Bankruptcy Code.
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 $3,858,039 for the
nine months ended September 30, 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 $1,328,000 at September 30, 1995. The
effective rental rates achieved on renewals and expansions of leases and
those achieved on or to be achieved in re-leasing of vacant space are
substantially below the rates received under previous leases for the same
space. In 1995, the leases of tenants occupying approximately 107,000
square feet (approximately 31% of the property) at the 260 Franklin Street
Building expire. Approximately 63,000 square feet of this space has been
leased subsequent to the end of the second quarter. It is anticipated that
there would be significant costs related to releasing the remaining space
for which leases expire in 1995. In addition, the long-term mortgage loan
matures January 1, 1996. The joint venture has commenced discussions with
the lender regarding an additional modification or extension of the loan,
however, there can be no assurance that the joint venture will be able to
obtain any modification or extension. 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 result in the Partnership
recognizing a gain for financial reporting and Federal income tax purposes
with no distributable proceeds.
900 Third Avenue Building
During the quarter, occupancy of this building remained at 96%. The
midtown Manhattan market remains competitive. Approximately 44,000 square
feet (approximately 8% of the buildings leasable square footage) of leased
space expires in 1995 and 1996. The manager has signed a long-term lease
with Zweig Advisors, Inc. to occupy 25,900 square feet (approximately 5% of
the building's leasable square footage) of this space upon the existing
lease expiration on March 1, 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 the payment of real estate taxes
and releasing costs associated with leases which expire in 1999 and 2000
(approximately 240,000 square feet of space). To date, no escrow funds
have been required to be used for leasing costs. 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 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. As of September 30, 1995, approximately $1,300,000 of
these amounts have been repaid to the joint venture (of which the
Partnership's share is approximately $867,000). During April and July
1995, the Partnership deposited approximately $1,300,000 and $1,200,000,
respectively, (representing cash flow generated by the property during the
first quarter and second quarter, respectively), into escrow under the
terms of the loan extension, for the repayment of real estate taxes.
Wells Fargo Center
The Wells Fargo Center ("South Tower") 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, which originally leased
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 which would
have been 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 negotiated a lease termination
agreement with one of the law firms for $1,600,000, all of which has been
received as of September 30, 1995. The other law firm, which has vacated
its space and is no longer paying rent, has filed for bankruptcy. The
collectability of amounts owed by such tenant under its lease obligation is
uncertain. 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
$194,582,781 as of September 30, 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 $2,015,000 as of
December 31, 1994 and September 30, 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
September 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 extend
or 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 in
such event, 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 September 30, 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 $3,940,000 and $2,836,000 as of September 30, 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 September 30, 1995, the amount of principal and interest
payments in arrears is approximately $12,401,000. The mortgage note has
been classified at September 30, 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. The
Partnership spent approximately $124,000 for repairs in 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 of the city's review of such report. The
cost of such repairs, was estimated to be approximately $1,000,000 which
has been reflected in the accompanying consolidated financial statements as
of September 30, 1995 and December 31, 1994. In August 1995, the
Partnership completed its inspection of the building and filed its report
with the city. The inspection concluded that fewer of the building's
moment connections are likely to require repair under the ordinance than
originally anticipated. Accordingly, the cost of such additional repairs
is expected to be approximately $100,000. No additional repair work has
commenced as of the date of this report and the Partnership will not commit
any additional funds for such repairs. 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 other tenant occupying 32,348 square
feet (approximately 36% of the building) has indicated they will not be
renewing their lease at the property. The tenant will temporarily remain
in occupancy at the property (likely until December 1995) and continues to
pay rent on a month-by-month basis subsequent to their lease expiration of
June 30, 1995 at a lower effective rental rate. 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 (scheduled to mature December 1, 1996) due to the anticipated
repair and re-leasing costs expected to be incurred at the property. The
lender has indicated that it is not willing to provide such a modification
and has notified the Partnership of its default under certain provisions of
the loan agreement. The Partnership does not believe it was in default as
of September 30, 1995 and was current with respect to debt service payments
on the loan as of such date. However, the Partnership has decided not to
commit additional amounts to the property and has ceased making debt
service payments commencing with the November 1995 payment. As a result,
the lender will likely realize upon its security interest in the property
in late 1995 or early 1996. This will result in the Partnership no longer
having an ownership interest in the property, and will likely result in a
gain for financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds. Therefore, the mortgage note has
been classified at September 30, 1995 as a current liability in the
accompanying consolidated financial statements.
NewPark Associates
The mortgage note secured by the NewPark Mall in the principal amount
of approximately $49,000,000 was scheduled to mature November 1, 1995. In
October 1995, JMB/NewPark was granted a loan extension until December 15,
1995 at which time a final balloon payment will be due. The mortgage loan
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. Separately, the joint venture has a commitment
letter from a different institutional lender to refinance the entire
principal amount. However there can be no assurance that the joint venture
will be able to obtain such an extension or refinancing. 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. 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 September 30, 1995).
In June 1995, the venture entered into a seven year direct lease with Maxis
Inc. for approximately 38,500 square feet of space on the sixth floor of
the building previously occupied by a major tenant (Liquid Air). Liquid
Air paid the venture $3,740,000 as a lease amendment fee in June 1995 and
will guaranty the obligations under the Maxis lease up to $1,500,000
through its original expiration date of January 2001. Liquid Air will
remain obligated for lease payments on approximately 55,000 square feet on
the third and seventh floors under its original lease terms. They are
currently attempting to sub-lease a portion of this space. The $3,740,000
amendment fee was applied as follows (i) $2,112,200 was remitted to the
lender to reduce the principal balance on the mortgage loan, (ii) $999,100
was placed into escrow and is being be used to pay for leasing costs
associated with the Maxis lease (the unused balance of $229,875 is included
in accounts payable in the accompanying consolidated financial statements
as of September 30, 1995), and (iii) $628,700 was placed into the existing
reserve account.
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. The Partnership began
making monthly payments of $2,500 on September 25, 1995 to the unaffiliated
manager which will continue for two years as part of this agreement (such
payments are included in the $360,000 estimate). This contingent liability
is recorded as other current liabilities and other liabilities 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 finalized in November of 1995 the sale of an outparcel to a
major bank which resulted in sales proceeds of approximately $910,000.
Other
The mortgage note secured by Eastridge Mall had been scheduled to
mature on October 1, 1995. On June 30, 1995, the Partnership sold its 90%
limited partner interest in the property to its unaffiliated joint venture
partner for $24,075,000 (before selling costs and retirement of debt) as
described in Note 9(e).
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. After reviewing the remaining
properties and their competitive marketplace, the General Partners of the
Partnership expect to be able to liquidate the remaining assets as quickly
as practicable. Therefore, the affairs of the Partnership are expected to
be wound up no later than 1999 (sooner if the properties are sold or
disposed in the nearer term), barring unforeseen economic developments.
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. On June 30, 1995, the Partnership received proceeds from the sale of
its interest in Eastridge Mall as described in Note 9(e). 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 September 30, 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 $6,900,000 of U.S. Government obligations were classified as
cash equivalents at September 30, 1995. Reference is made to Note 1.
The increase in the balance of escrow deposits and restricted
securities at September 30, 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. Such increase is partially offset by payments made from the 260
Franklin and Cal Plaza escrow accounts. 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 September 30, 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 decreases in land, buildings and improvements, accumulated
depreciation, and venture partners' subordinated equity in ventures at
September 30, 1995 as compared to December 31, 1994 are primarily due to
the sale of the Partnership's 90% interest in the Eastridge Mall venture on
June 30, 1995. Reference is made to Note 9(e).
The increase in deferred expenses at September 30, 1995 as compared to
December 31, 1994 is primarily due to lease commissions paid from escrow at
the 260 Franklin Street Building. Reference is made to Note 4(a)(ii).
The increase in current portion of long-term debt and corresponding
decrease in long-term debt, less current portion at September 30, 1995 as
compared to December 31, 1994 is primarily due to the classification of the
mortgage notes secured by the 21900 Burbank Building, 160 Spear Street
Building and 260 Franklin Street Building as current liabilities at
September 30, 1995. Reference is made to Note 4(a). The increase in
current portion of long-term debt is partially offset by the sale of the
Partnership's 90% interest in the Eastridge Mall venture on June 30, 1995.
Reference is made to Note 9(e).
The increase in the balance of accounts payable at September 30, 1995
as compared to December 30, 1994 is primarily due to the accrual of
$229,875 of leasing costs to be paid at the Cal Plaza Office Building as
discussed in Note 3(e) and the timing of payment of certain expenses at the
260 Franklin Street Building and 160 Spear Street Building. Such increase
is partially offset by the sale of the Partnership's 90% interest in the
Eastridge Mall venture on June 30, 1995. Reference is made to Note 9(e).
The increase in accrued interest payable at September 30, 1995 as
compared to December 31, 1994 is primarily due to the accrual of
approximately $1,900,000 in 1995 of unpaid interest on the mortgage loan
secured by the RiverEdge Place investment property and the accrual of
approximately $2,015,000 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 decrease in notes payable at September 30, 1995 as compared to
December 31, 1994 is due to the June 1995 $70,701 principal payment on
promissory notes related to the California Plaza office building.
Reference is made to Note 8.
The increase in the balance of deferred income at September 30, 1995
as compared to December 30, 1994 is due to the receipt of a $2,745,058
(before amortization) lease amendment fee which is being recognized as
income over the remaining term of the tenant's original lease at the Cal
Plaza Office Building. Reference is made to Note 3(e).
The decreases in rental income, mortgage and other interest,
depreciation, and property operating expenses for the three and nine
months ended September 30, 1995 as compared to the three and nine months
ended September 30, 1994 are primarily due to the sale of the Villa Solana
Apartments on March 23, 1994, the lenders obtaining legal title to the Park
at Countryside Apartments on May 5, 1994, the sale of the 9701 Wilshire
Building on October 6, 1994 and the sale of the Partnership's 90% interest
in the Eastridge Mall Venture on June 30, 1995. Reference is made to Notes
4(a)(i), 9(a), 9(c) and 9(e).
The increase in interest income for the three and nine months ended
September 30, 1995 as compared to the three and nine months ended September
30, 1994 is primarily due to higher effective yields being earned on U.S.
Government obligations held by the Partnership during 1995.
The increase in general and administrative expenses for the nine
months ended September 30, 1995 as compared to the same period in 1994 is
primarily due to an increase in reimbursable costs to affiliates of the
General Partners in 1995 and the recognition of certain additional prior
year reimbursable costs to such affiliates. Reference is made to Note 10.
The decrease in the Partnership's share of loss from unconsolidated
ventures for the three and nine months ended September 30, 1995 as compared
to the three and nine months ended September 30, 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. The decrease
for nine months ended September 30, 1995 as compared to the nine months
ended September 30, 1994 is also due to a lease termination fee of
$1,600,000 received at the Wells Fargo office building in 1995. Reference
is made to Notes 3(f), 3(h) and 9(d).
The $7,036,520 gain on sale of interests in ventures for the nine
months ended September 30, 1995 relates to the recognition of $761,272 of
gain from the sale of the Partnership's interest in the Owings Mills
Limited Partnership and $6,275,248 of gain from the sale of the
Partnership's interest in the Eastridge Development Company, Limited
Partnership on June 30, 1995. Reference is made to Notes 9(b) and 9(e).
The $2,074,603 gain on sale or disposition of investment properties
for the nine months ended September 30, 1994 relates to the recognition of
$1,418,043 of gain from the lender obtaining legal title to the Park at
Countryside Apartments and $656,560 of gain from the sale of the Villa
Solana Apartments. Reference is made to Notes 4(a)(i) and 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 agreed to
refrain from exercising its rights and remedies under the loan documents
through September 1, 1995 (the lender is considering an extension of such
agreement). The 160 Spear Street venture ceased making its monthly debt
service payments effective June 1, 1995. In August 1995, the venture
reached an agreement whereby title of the 160 Spear Street investment
property will be transferred to the lender in January 1996. In addition,
in July, 1992, the Partnership ceased making debt service payments on the
mortgage loan secured by the RiverEdge Place Building. Also, the lender
for the mortgage note secured by the 21900 Burbank Building has notified
the Partnership of its default under certain provisions of the loan
agreement. The Partnership does not believe it was in default as of
September 30, 1995. However, the Partnership has decided not to commit
additional amounts to the property and has ceased making debt service
payments commencing with the November 1995 payment. Reference is made to
Notes 4(a)(iii), 4(a)(iv), 4(a)(vii) and 4(a)(viii) 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% 96% 96%
2. Piper Jaffray Tower
Minneapolis, Minnesota. . . . . . 99% 99% 98% 98% 97% 97% 97%
3. RiverEdge Place
Fulton County (Atlanta),
Georgia . . . . . . . . . . . . . 87% 88% 89% 89% 88% 88% 88%
4. Wells Fargo Center
- IBM Tower
Los Angeles, California . . . . . 97% 97% 97% 96% 96% 96% 96%
5. Eastridge Mall
Casper, Wyoming . . . . . . . . . 91% 92% 92% 91% 92% N/A N/A
6. Woodland Hills Apartments
DeKalb County (Atlanta),
Georgia . . . . . . . . . . . . . 89% 98% 100% 99% 99% 99% 99%
7. Park at Countryside
Apartments
Port Orange (Daytona Beach),
Florida . . . . . . . . . . . . . 98% N/A N/A N/A N/A N/A N/A
8. 160 Spear Street Building
San Francisco, California . . . . 91% 88% 88% 89% 89% 77% 76%
9. 21900 Burbank Boulevard
Building
Los Angeles (Woodland
Hills), California. . . . . . . . 99% 100% 100% 100% 96% 94% 96%
10. 125 Broad Street Building
New York, New York. . . . . . . . 54% 54% 54% N/A N/A N/A N/A
11. 260 Franklin Street Building
Boston, Massachusetts . . . . . . 99% 99% 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 N/A NA
13. California Plaza
Walnut Creek, California. . . . . 95% 99% 98% 95% 95% 94% 93%
14. Dunwoody Crossing
(Phase I, II and III)
Apartments
DeKalb County (Atlanta),
Georgia . . . . . . . . . . . . . 91% 93% 91% 88% 93% 93% 93%
15. NewPark Mall
Newark (Alameda County),
California. . . . . . . . . . . . 80% 80% 80% 81% 80% 80% 80%
16. Springbrook Shopping Center
Bloomingdale, Illinois. . . . . . 74% 71% 71% 71% 72% 72% 70%
<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.
4-E. Forbearance agreement relating to the modification of
the mortgage loan secured by NewPark Mall dated October 1995 is filed
herewith.
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-KK. Modification to Reserve Escrow Agreement relating to
the 260 Franklin Street Building is hereby incorporated by reference to the
Partnership's Report for June 30, 1995 on Form 10-Q (File No. 0-16111)
dated August 9, 1995.
10-LL. The Partnership Interest Purchase Agreement related to
the sale of the Partnership's interest in Eastridge Mall is hereby
incorporated herein by reference to the Partnership's report for June 30,
1995 on From 8-K dated July 24, 1995.
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 for the quarter
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: November 9, 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: November 9, 1995
The Prudential Realty Group - stationery
Kirk S. Kniss
Vice President
Four Embarcadero Center, Suite 2700
San Francisco, CA 94111-4780
415 291-5026 Fax: 415 956-2197
September 28, 1995
Newpark Associates
c/o Mr. Andrew R. Miller
First Vice President
Homart
55 West Monroe, Suite 3100
Chicago, Illinois 60603-5060
RE: Forbearance Agreement:
Prudential Loan No. 7500690
Loan in Original Principal Amount of $50,620,220 (the
"Loan") from The Prudential Insurance Company of America
("Lender") to Newpark Associates, a California general
partnership ("Borrower"), secured by Deed of Trust covering
real property commonly known as the Newpark Mall, Newark,
California (the "Property").
Gentlemen:
The Loan matures on November 1, 1995 (the "Initial Maturity
Date"). Borrower has requested a period of time in which to negotiate
and consummate a sale or a refinance of the Property. This letter (the
"Forbearance Agreement" or "Agreement"), when signed by authorized
representatives of Lender and Borrower shall confirm the agreement
between Lender and Borrower:
1. FORBEARANCE.
So long as Borrower performs all of the terms and conditions
of this Agreement, time being of the essence, Lender shall forbear, from
the Initial Maturity Date until December 15, 1995 (the "Forbearance
Period"), from exercising its rights and remedies with respect to the
Loan and the Property which would otherwise arise under the documents
evidencing and securing the loan (the "Loan Documents") and applicable
law on account of Borrower's failure to repay the Loan in full on the
Initial Maturity Date.
2. CONDITIONS TO FORBEARANCE.
The following shall be conditions to Lender's forbearance as
outlined herein:
a. Borrower shall perform and comply with all of the terms and
conditions of the Loan Documents, except for the obligation<PAGE>
Newpark Associates
September 28, 1995
Page 2
to pay the principal balance of the Loan in full on the Initial Maturity
Date.
b. On the first (1st) day of each month during the Forbearance
Period, beginning on November 1, 1995 and continuing through and
including December 1, 1995, Borrower shall pay to Lender monthly
payments in the amount of $416,351.31. The interest rate on the Loan
for the Forbearance Period shall be the interest rate provided in the
Promissory Note. Payments shall be applied as provided in SECTION 4 of
the Promissory Note.
c. Borrower shall, throughout the Forbearance Period, make
diligent efforts to sell or refinance the Property. Borrower
understands that Lender shall have no obligation to consent to any
proposal to sell or refinance the Property during the Forbearance
Period, whether or not such transfer shall be permitted pursuant to
SECTION 4.2 of the Deed of Trust securing the Loan (the "Deed of
Trust").
d. Not later than the expiration of the Forbearance Period (the
expiration date of the relevant period will sometimes be referred to
herein as the "Maturity Date") Borrower shall repay the Loan in full.
3. EFFECT OF DEFAULT.
Borrower acknowledges that, unless the Loan is repaid in
full on or before the Maturity Date, Borrower shall be in default; and
that but for this Agreement Lender would immediately be entitled to
exercise its rights and remedies under the Loan Documents and applicable
law with respect to that default. Accordingly, in the event of any
default by Borrower during the Forbearance Period with respect to any of
the terms and conditions herein, Lender shall immediately be entitled to
exercise all of its rights and remedies under the Loan Documents and
applicable law. Provisions in the Loan Documents, if any, which require
notice, passage of time, or both prior to Lender's exercise of its
rights and remedies upon Borrower's default are hereby waived by
Borrower and Ground Lessor effective upon commencement of the
Forbearance Period.
4. SERVICING FEE.
Borrower shall, on or before the Initial Maturity Date, pay
to Lender a servicing fee in the amount of five thousand dollars
($5,000.00).
<PAGE>
Newpark Associates
September 28, 1995
Page 3
5. PAYMENT OF EXPENSES.
Borrower shall pay any and all costs and expenses of Lender
incurred in connection with the transactions contemplated hereby,
including, without limitation, title insurance premiums, title costs and
expenses and Lender's legal costs and expenses, which shall include the
reasonably allocated cost of Lender's in-house counsel. Borrower shall
pay such costs on the earlier of (a) five (5) days after written demand
therefor by Lender or (b) the date of payment in full of the Loan.
6. LOAN IN FULL FORCE AND EFFECT.
The Loan and Loan Documents remain in full force and effect.
This Agreement shall not be construed as a modification thereof; but
rather, is merely an agreement by Lender, subject to certain terms and
conditions, to forebear from exercising rights and remedies.
7. MISCELLANEOUS.
This Agreement shall be governed by the laws of the
jurisdiction where the Property is located. In the event of any
litigation relating hereto, the prevailing party shall recover its
costs, including reasonable attorneys fees and expenses.
If the foregoing is agreeable to Borrower, please arrange for
authorized representatives of Borrower to sign, date, and return a copy
of this Forbearance Agreement to the undersigned not later than October
10, 1995.
Thank you very much.
Sincerely,
LENDER:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a
New Jersey corporation
By: KIRK KNISS
----------
Kirk Kniss
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 10,248,858
<SECURITIES> 451,926
<RECEIVABLES> 0
<ALLOWANCES> 14,229,720
<INVENTORY> 0
<CURRENT-ASSETS> 24,930,504
<PP&E> 335,309,307
<DEPRECIATION> 102,245,911
<TOTAL-ASSETS> 302,797,672
<CURRENT-LIABILITIES> 196,560,977
<BONDS> 108,478,585
<COMMON> 0
0
0
<OTHER-SE> (30,345,250)
<TOTAL-LIABILITY-AND-EQUITY> 302,797,672
<SALES> 34,683,203
<TOTAL-REVENUES> 35,618,988
<CGS> 0
<TOTAL-COSTS> 23,633,253
<OTHER-EXPENSES> 1,086,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,731,725
<INCOME-PRETAX> (11,832,376)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,349,561)
<DISCONTINUED> 0
<EXTRAORDINARY> 7,036,520
<CHANGES> 0
<NET-INCOME> (5,313,041)
<EPS-PRIMARY> (11.02)
<EPS-DILUTED> (11.02)
</TABLE>
