SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1997 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
<PAGE>
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 . . . . . . . . . . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . 18
Item 5. Other Information. . . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 20
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 20,413,493 20,664,264
Interest, rents and other receivables . . . . . . . . . . . . . . . 752,116 657,212
Escrow deposits and restricted securities . . . . . . . . . . . . . 3,485,183 5,091,039
Other restricted securities . . . . . . . . . . . . . . . . . . . . 5,816,144 5,285,807
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 30,466,936 31,698,322
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,501,887 5,501,887
Buildings and improvements. . . . . . . . . . . . . . . . . . . . 76,577,691 75,941,178
------------ ------------
82,079,578 81,443,065
Less accumulated depreciation . . . . . . . . . . . . . . . . . . (32,300,248) (31,766,188)
------------ ------------
Total properties held for investment, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . 49,779,330 49,676,877
Properties held for sale or disposition . . . . . . . . . . . . . 60,850,489 68,999,370
------------ ------------
Total investment properties . . . . . . . . . . . . . . . . . 110,629,819 118,676,247
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 17,673,454 17,354,958
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 2,535,339 2,704,645
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 4,276,823 4,555,121
------------ ------------
$165,582,371 174,989,293
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $108,669,033 119,039,939
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 3,556,605 4,341,771
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . 11,992,499 11,630,227
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 64,357 773,149
Other current liabilities . . . . . . . . . . . . . . . . . . . . . 521,652 521,652
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 124,804,146 136,306,738
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 412,775 457,730
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 14,783,025 14,107,122
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,393,014 1,515,927
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 330,000 330,000
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 104,261,806 102,239,000
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 245,984,766 254,956,517
Venture partners' subordinated equity in ventures . . . . . . . . . . 608,114 608,114
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (20,151,142) (20,028,625)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,020,769) (1,020,769)
------------ ------------
(21,151,911) (21,029,394)
------------ ------------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
-----------------------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 384,978,681 384,978,681
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (403,132,275) (402,819,621)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (41,705,004) (41,705,004)
------------ ------------
(59,858,598) (59,545,944)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (81,010,509) (80,575,338)
------------ ------------
$165,582,371 174,989,293
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,630,244 8,478,357
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359,159 367,449
----------- -----------
5,989,403 8,845,806
----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 6,068,482 6,171,871
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 534,060 1,541,027
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 2,447,180 3,838,882
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 180,812 258,956
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 164,484 228,121
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 205,517 287,640
Provisions for value impairment . . . . . . . . . . . . . . . . . . . . . -- 26,000,000
----------- -----------
9,600,535 38,326,497
----------- -----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . (3,611,132) (29,480,691)
Partnership's share of loss from operations
of unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . (327,697) (816,670)
Venture partner's share of venture
operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (119,760)
----------- -----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . . . (3,938,829) (30,417,121)
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1997 1996
------------ -----------
Gain on sale of interest in unconsolidated venture. . . . . . . . . . . . . 70,290 97,158
------------ ----------
Net earnings (loss) before
extraordinary item and cumulative
effect of an accounting change. . . . . . . . . . . . . . . . . . (3,868,539) (30,319,963)
------------ -----------
Extraordinary item - gain on forgiveness
of indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,433,368 35,780,656
Cumulative effect of an accounting change . . . . . . . . . . . . . . . . . -- (30,000,000)
------------ -----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ (435,171) (24,539,307)
============ ===========
Net loss per limited partnership
interest:
Net operating earnings (loss) . . . . . . . . . . . . . . . . . . $ (8.52) (65.82)
Gain on sale of interest in
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . .16 .22
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . 7.66 79.85
Cumulative effect of accounting
change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (64.92)
------------ ----------
$ (.70) (50.67)
============ ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- --
============ ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (435,171) (24,539,307)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 534,060 1,541,027
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 164,484 228,121
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 2,584,488 850,812
Partnership's share of loss from operations of
unconsolidated ventures, net of distributions . . . . . . . . . . . . 327,697 816,670
Venture partner's share of venture operations . . . . . . . . . . . . . -- 119,760
Provisions for value impairment . . . . . . . . . . . . . . . . . . . . -- 26,000,000
Gain on sale of interest in unconsolidated venture. . . . . . . . . . . (70,290) (97,158)
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . (3,433,368) (35,780,656)
Cumulative effect of an accounting change . . . . . . . . . . . . . . . -- 30,000,000
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . (241,792) 113,483
Escrow deposits and restricted securities . . . . . . . . . . . . . . . 1,605,856 470,203
Other restricted securities . . . . . . . . . . . . . . . . . . . . . . (530,337) (621,469)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 184,821 174,482
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (705,507) (264,490)
Amounts due affiliates. . . . . . . . . . . . . . . . . . . . . . . . . -- 48,675
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . 760,001 2,668,988
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 64,357 402,766
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (122,913) (245,827)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (49,172) (20,673)
------------ -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . . . . . . . . . . . . 637,214 1,865,407
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (936,511) (548,018)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 100,000 1,400,000
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (51,474) (41,001)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (887,985) 810,981
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . -- (113,684)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . -- (113,684)
------------ -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . (250,771) 2,562,704
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 20,664,264 15,045,385
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 20,413,493 17,608,089
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,723,993 2,652,071
============ ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of interest in
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . $ 70,290 97,158
============ ===========
Disposition of investment property:
Balance due on long-term debt canceled. . . . . . . . . . . . . . . . $ 10,932,588 50,853,648
Accrued interest expense on accelerated long-term debt. . . . . . . . 397,729 1,853,284
Reduction of investment property, net . . . . . . . . . . . . . . . . (8,448,879) (16,419,175)
Reduction of other assets and liabilities . . . . . . . . . . . . . . 551,930 (507,101)
------------ -----------
Non-cash gain recognized due to lender
realizing upon security . . . . . . . . . . . . . . . . . . . . . $ 3,433,368 35,780,656
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-16111) dated on March 21, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1996 Annual Report on Form 10-K.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
Certain reclassifications have been made to the 1996 consolidated
financial statements to conform with the 1997 presentation.
The Partnership adopted 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" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.
The net results of operations for the three months ended March 31,
1997 and 1996 for consolidated properties classified as held for sale or
disposition or sold or disposed of during the past two years were
$(477,380) and $(9,675,692), respectively.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1997 and for the three months ended March
31, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
March 31,
1997 1996 1997
------- ------ -------------
Property management and
leasing fees. . . . . . . . $ 4,255 18,887 1,510,131
Reimbursement (at cost) for
out-of-pocket salary and
salary-related expenses
related to the on-site
personnel and other costs
for the Partnership and
its investment properties. . 39,139 29,850 39,139
------- ------- ---------
$43,394 48,737 1,549,270
======= ======= =========
Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner. Included in accounts payable
are amounts due to affiliates of $2,186,007 at March 31, 1997 and December
31, 1996, which consists of management fees and leasing commissions of
$1,510,131 (included in the table above) and advances of $675,876 payable
to the affiliated manager.
The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 as of
March 31, 1997. The unconsolidated venture's obligation to the affiliate
is not reflected in the Consolidated Balance Sheet for the periods ending
March 31, 1997 and December 31, 1996.
JMB/900
Occupancy of this building at the end of the quarter remained at 98%.
The midtown Manhattan market remains competitive.
Pursuant to the extension on the mortgage loan, net cash flow (as
defined) after debt service, capital improvements, and repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the Progress Partners in connection with the loan
extension are paid into an escrow account controlled by the lender. During
1996, all of the amounts advanced in connection with the loan extension
have been repaid to the Progress Partners (of which the Partnership's share
was approximately $2,000,000). The escrow account, including interest
earned thereon, will be used by Progress Partners for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space). The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to Progress Partners once 90% of
such leased space has been renewed or released. During 1997, approximately
$2,495,000 has been deposited into escrow from net cash flow from property
operations.
JMB/900 is currently involved in litigation. Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in the property. There are no assurances that a
settlement will be finalized on this or any terms. The Partnership will
not commit additional capital to the purchase of the unaffiliated venture
partner interests unless, among other things, it believes that upon sale of
the property, the Partnership will receive a return of such funds and a
reasonable rate of return thereon.
<PAGE>
CALIFORNIA PLAZA
Net cash flow continues to be escrowed with the lender (included in
escrow deposits and restricted securities) pursuant to the December 1993
loan modification. The property was classified as held for sale or
disposition as of December 31, 1996, and therefore, will not be subject to
continued depreciation. The Partnership recorded a provision for value
impairment of $7,200,000 as of January 1, 1996 to reflect the then
estimated fair value of the property based upon an analysis of discounted
cash flows of the property over the expected holding period.
SPRINGBROOK SHOPPING CENTER
As a result of non-payment of debt service, in January 1997, the
lender realized upon its security and took title to the property in full
satisfaction of the loan secured by the property.
The property was classified as held for sale or disposition as of
April 1, 1996, and therefore, has not been subject to continued
depreciation. The Partnership recorded a provision for value impairment of
$1,400,000 as of January 1, 1996 to reflect the then estimated fair value
of the property based upon an analysis of discounted cash flows of the
property over the expected holding period. Due to such provision, the
Partnership did not recognize a significant gain or loss for financial
reporting purposes on the transfer of title. However, the accompanying
consolidated financial statements do include $3,433,368 of extraordinary
gain on extinguishment of debt upon the lender taking title to the property
for the three months ended March 31, 1997. The Partnership expects to
record a loss in 1997 of approximately $5,000,000 on the disposition of the
property for Federal income tax purposes.
PIPER JAFFRAY TOWER
The property is subject to a mortgage loan in the principal amount of
$100,000,000, of which approximately $96,868,300 is outstanding as of March
31, 1997. The lender is essentially entitled to all operating cash flow.
Excess cash flow generated during 1996 of $741,627 was remitted to the
lender in April 1997 from cash held by the venture.
In addition, upon sale or refinancing, the lender is entitled to
prepayment fees as well as a significant level of proceeds in excess of the
then unpaid principal balance prior to JMB/Piper's receipt of proceeds.
While the loan modification provides JMB/Piper with an opportunity to
retain an ownership position in the property, under the current terms of
the modified debt, there must be significant additional improvement in
current market and property operating conditions resulting in a substantial
increase in the value of the property before JMB/Piper can share in sale or
refinancing proceeds. JMB/Piper anticipates exploring refinancing
alternatives during 1997. Such refinancing would only be possible if the
underlying lender would accept a discounted payoff and would also likely
require additional capital contributions from the Partnership and its
affiliated partner. There are no assurances that a refinancing can be
achieved. The Partnership will not commit additional capital to this
property unless, among other things, it believes that upon sale of the
property, the Partnership will receive a return of such funds and a
reasonable rate of return thereon.
<PAGE>
On a monthly basis, JMB/Piper deposits the property management fee
into an escrow account to be used (including interest earned thereon) 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. At March 31, 1997, the balance of such escrow account
totalled approximately $4,104,000. The manager of the property (which was
an affiliate of the Corporate General Partner through November 1994) has
agreed to defer receipt of its management fee until a later date. As of
March 31, 1997, the manager has deferred approximately $3,351,375
($1,839,000 of which represents deferred fees due to affiliates through
November 1994, of which $919,500 is the Partnership's share) of management
fees.
Piper Jaffray Inc. ("Piper Jaffray") occupying 310,111 square feet or
approximately 43% of the building's rentable square feet, has leased an
additional 22,712 square feet of space currently under lease to another
tenant with a lease expiration date of December 31, 1997. Piper Jaffray's
lease start date will be January 1, 1998 with a lease expiration date
coterminous with the remainder of its space on March 31, 2000. Subsequent
to the end of the quarter, Piper Jaffray requested that JMB/Piper re-submit
a proposal for early renewal of its entire lease (including expansion space
discussed above). JMB/Piper had previously submitted a proposal in 1996
which the tenant has deemed unacceptable. Piper Jaffray has requested that
the revised proposal include a significant cash allowance for
rehabilitation of its space. JMB/Piper is currently analyzing Piper
Jaffray's request and has not formally responded. There are no assurances
that JMB/Piper will be successful in renewing this tenant. In addition,
any modification or renewal of this lease would require the approval of the
lender.
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 re-leasing have been substantially below the rates
which were received under the previous leases for the same space. The
property is currently expected to operate at a deficit for 1997 and for
several years thereafter.
The long-term mortgage loan in the original principal amount of
approximately $75,000,000 matured January 1, 1996. 260 Franklin, as of
such date, began submitting the net operating cash flow of the property to
the lender while seeking an extension or refinancing of the loan. The
joint venture reached an agreement with the lender for an extension of the
mortgage loan through January 1, 1997. In addition to substantially the
same terms as were in effect prior to such extension, the agreement
requires that the property submit net operating cash flow of the property
to the lender. The joint venture has reached an agreement in principle to
extend the mortgage loan through January 1, 1998. However, there can be no
assurance that the joint venture will be able to finalize such an extension
of the loan. If 260 Franklin is unable to extend the mortgage loan to the
property, 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. In such event, 260
Franklin and the Partnership would recognize a net gain for financial
reporting and Federal income tax purposes with no distributable proceeds.
The Partnership and 260 Franklin venture recorded a provision for
value impairment of $17,400,000 as of January 1, 1996, to reflect the then
estimated fair value of the property based upon the use of an appropriate
capitalization rate applied to the property's net operating income.
<PAGE>
WELLS FARGO CENTER
The mortgage note secured by the property (with a balance of
approximately $186,550,000 and accrued interest of approximately $1,562,000
as of March 31, 1997), as extended, matures September, 2003. All excess
cash flow is being escrowed for future tenant improvements and principal
payments. In addition, upon sale or refinancing of the property subsequent
to September 1, 1999, the mortgage loan requires payment of participation
interest (as defined) of any excess proceeds.
A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$40,830,000, and accrued interest of approximately $3,000,000 at March 31,
1997 is due September 2003. The note accrues interest at 17% per annum.
The loan requires payments of cash flow distributed by the venture from
either property operations or sales proceeds as well as a portion of the
property management fee paid to the venture partner. The loan is secured
solely by the Partnership's interest in the property.
Due to the significant level of indebtedness, it is unlikely that the
Partnership will receive any significant future proceeds from operations,
sale or refinancing. The disposition of the ownership interest in the
property, would likely result in a gain for Federal income tax purposes
with no corresponding distributable proceeds. The Partnership has decided
not to commit any significant additional amounts to the property.
RIVEREDGE PLACE BUILDING
The Partnership ceased making debt service payments effective July 1,
1992, and is seeking to modify the mortgage note which matured January 1,
1996 (with a principal balance of $18,166,294 and accrued interest of
approximately $12,000,000 at March 31, 1997). The property has generated
approximately $5,800,000 and $5,285,000 of cumulative cash flow as of March
31, 1997 and December 31, 1996, 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 attempt for mortgage note modification is 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 net gain for financial reporting and
Federal income tax purposes without any corresponding distributable
proceeds. The mortgage note has been classified as a current liability in
the accompanying consolidated financial statements at March 31, 1997 and
December 31, 1996. The RiverEdge Place Building was approximately 97%
occupied at March 31, 1997. The property has been classified as held for
sale or disposition as of December 31, 1996, and therefore, has not been
subject to continued depreciation.
NEWPARK MALL
As a result of the acquisition by Federated Department Stores of the
company which owns the Emporium Capwell store at NewPark Mall, Federated,
which also owns the Macy's store at NewPark Mall approached the NewPark
joint venture regarding a sale of the Emporium building. Simultaneously
with its negotiations to acquire the Emporium Capwell building, the NewPark
joint venture negotiated to sell the building to a national retail store
owner. The transaction closed on April 22, 1997 and the joint venture
received net proceeds of approximately $2,000,000, of which the
Partnership's share was approximately $900,000. The Partnership will
recognize a gain for financial reporting and Federal income tax purposes in
1997 with no distributable proceeds.
<PAGE>
The NewPark joint venture, in accordance with SFAS 121, recorded a
provision for value impairment at June 30, 1996 in the amount of $8,600,000
of which the Partnership's share is $3,870,000. Such provision was
recorded to reduce the venture's carrying value of the investment property
to its then estimated fair market value based upon an analysis of the
discounted estimated future cash flows over the projected holding period.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of March 31, 1997 and December 31, 1996 and for the
three months ended March 31, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
After reviewing the remaining properties and the competitive
marketplaces in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable. 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.
At March 31, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $20,400,000. Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for the payment of the Partnership's share of leasing costs and
capital improvements for its investment properties as well as for future
distributions to partners, working capital requirements, including the
Partnership's share of potential future deficits, capital improvements, and
financing or loan restructuring costs at certain of the Partnership's
investment properties. Anticipated deficits for 1997, 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 joint venture's
restricted reserve account. 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 withholding
requirements) to the Holders of Interests and the General Partners
effective as of the first quarter of 1992.
Although the Partnership expects to distribute sales proceeds from the
disposition of certain of the Partnership's remaining assets, aggregate
distributions of sale and refinancing proceeds received by Holders of
Interest over the entire term of the Partnership will be substantially less
than one-fourth 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
Holders of Interests will be allocated gain for Federal income tax
purposes, regardless of whether any proceeds are distributable from such
sales or other dispositions.
RESULTS OF OPERATIONS
The decrease in the balance of escrow deposits and restricted
securities at March 31, 1997 as compared to December 31, 1996 is primarily
due to the payment of approximately $1,600,000 for mortgage interest and
tenant improvements at the Cal Plaza and 260 Franklin office buildings from
the accounts.
The increase in other restricted securities at March 31, 1997 as
compared to December 31, 1996 is due to the segregation of cumulative cash
flow from the RiverEdge Place office building. Such restricted amounts are
anticipated to be remitted to the property's lender.
The decreases in properties held for sale or disposition, current
portion of long-term debt, and accrued real estate taxes at March 31, 1997
as compared to December 31, 1996 are primarily due to the lender obtaining
legal title to the Springbrook Shopping Center in January 1997.
<PAGE>
Reductions in income and expense items for the three months ended
March 31, 1997 as compared to the same period in 1996 are due primarily to
the sale of the Woodland Hills and Dunwoody Crossing apartment complexes in
May 1996 and the lender obtaining title to the Springbrook Shopping Center
in January 1997. The decrease in mortgage interest expense is
substantially offset by the higher interest accrued on the amended and
restated promissory note secured by the Partnership's interest in the Wells
Fargo Center South Tower. In addition to the sales and disposition above,
the reduction in depreciation expense is due to the Cal Plaza and RiverEdge
properties classified as held for sale or disposition as of December 31,
1996.
The provisions for value impairment in 1996 relates to reductions in
the carrying values of the Cal Plaza property ($7,200,000), 260 Franklin
Street Building ($17,400,000), and Springbrook Shopping Center
($1,400,000).
The decrease in the Partnership's share of loss from operations of
unconsolidated ventures' for the three months ended March 31, 1997 as
compared to the same period in 1996 is primarily due to Partnership's
suspension of loss recognition on its restructured investment in Wells
Fargo Center South Tower.
The decrease in venture partner's share of venture operations for the
three months ended March 31, 1997 as compared to the same period in 1996 is
due to the sale of the Dunwoody Crossing Apartment complex in 1996.
The gain on sale of interest in unconsolidated venture for the three
months ended March 31, 1997 and the three months ended March 31, 1996
relates to the recognition of previously deferred gain from the sale of
JMB/Owing's interest in the Owings Mills Limited Partnership in June 1993.
The extraordinary item - gain on forgiveness of indebtedness of
$3,433,368 for the three months ended March 31, 1997 represents the
retirement of the mortgage note of the Springbrook Shopping Center in full
satisfaction upon transfer of title of the property to the lender in
January 1997. The gain for the three months ended March 31, 1996
represents the retirement of the mortgage notes of the 160 Spear Street
($31,158,453) and 21900 Burbank Buildings ($4,622,203) in full satisfaction
upon transfer of title of the properties to the respective lenders in 1996.
The cumulative effect of an accounting change for the three months
ended March 31, 1996 represents provisions in 1996 to record value
impairment on the 160 Spear Street ($26,000,000) and 21900 Burbank
Buildings ($4,000,000) in compliance with SFAS 121.
<PAGE>
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Partnership ceased making debt service payments on the mortgage
loan secured by the Springbrook Shopping Center in June 1996. In January
1997, the lender realized upon its security and took title to the property
in full satisfaction of the loan secured by the property (with a principal
balance of $10,932,588 and accrued interest of approximately $400,000 at
the date of transfer). In July, 1992, the Partnership ceased making debt
service payments on the mortgage loan secured by the RiverEdge Place
Building (with a principal balance of $18,166,294 and accrued interest of
approximately $12,000,000 at March 31, 1997). The mortgage loan in the
amount of approximately $89,000,000 (including accrued interest) secured by
260 Franklin Street matured on January 1, 1997. In accordance with the
loan modification extension agreement that extended the loan through
January 1, 1997, 260 Franklin continues to submit the net cash flow of the
property to the lender (Teachers Insurance and Annuity Association of
America) while seeking an extension or refinancing of the loan. As of
March 31, 1997, 260 Franklin is current with respect to the accrued
interest based on the loan modification and extension agreement which
expired on January 1, 1997.
Reference is also made to the respective Notes for these properties in
the Notes to Consolidated Financial Statements filed with this quarterly
report for discussion of the defaults under these loans, which are hereby
incorporated herein by reference.
<PAGE>
<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 owned during 1997.
<CAPTION>
1996 1997
-------------------------------------- ------------------------------
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 . . . . . 97% 98% 98% 98% 98%
2. Piper Jaffray Tower
Minneapolis, Minnesota . . . 98% 98% 98% 98% 99%
3. RiverEdge Place
Fulton County (Atlanta),
Georgia. . . . . . . . . . . 90% 91% 90% 96% 97%
4. Wells Fargo Center
- IBM Tower
Los Angeles, California. . . 95% 97% 92% 92% 93%
5. 260 Franklin Street Building
Boston, Massachusetts. . . . 96% 95% 96% 96% 96%
6. California Plaza
Walnut Creek, California . . 91% 89% 89% 90% 90%
7. NewPark Mall
Newark (Alameda County),
California . . . . . . . . . 79% 79% 77% 78% 76%
8. Springbrook Shopping Center
Bloomingdale, Illinois . . . 69% 55% 53% 53% N/A
<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>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. 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.
3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a Successor
Associated General Partner of the Partnership), and JMB Realty Corporation
as of December 31, 1995 is incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-1611)
dated November 8, 1996.
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. Forbearance agreement relating to the modification of
the mortgage loan secured by NewPark Mall dated October 1995 is
incorporated herein by reference to the Partnership's Report for September
30, 1995 on Form 10-Q (File No. 0-16111) dated November 9, 1995.
4-D. Documents relating to the modification and extension
of the mortgage loan secured by Wells Fargo-South Tower are incorporated
herein by reference to the Partnership's Report for December 31, 1996 on
Form 10-K (File No. 0-16111) dated March 21, 1997.
4-E. Amended and restated promissory note between Wells
Fargo Bank and the Partnership is incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-16111)
dated March 21, 1997.
4-F. Loan modification agreement of Wells Fargo Bank is
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-16111) dated March 21, 1997.
4-G. Documents relating to the third mortgage modification
and extension agreement secured by the 260 Franklin Street Building dated
December 4, 1996 are incorporated herein by reference to the Partnership's
Report for December 31, 1996 on Form 10-K (File No. 0-16111) dated March
21, 1997.
10-A. 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.
<PAGE>
10-B. 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-C. 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-D. 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-E. 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-F. 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-G. 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-H. 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-I. 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-J. Documents relating to the operating agreement of
Maguire Thomas Partners-South Tower, L.L.C. are incorporated herein by
reference to the Partnership's Report on Form 10-K (File No. 0-16111) dated
March 21, 1997.
10-K. Modification to Reserve Escrow Agreement dated
December 4, 1996 relating to the 260 Franklin Street Building dated
December 4, 1996 are incorporated herein by reference to the Partnership's
Report on Form 10-K (File No. 0-16111) dated March 21, 1997.
27. Financial Data Schedule
<PAGE>
---------------
(b) No reports on Form 8-K have been filed during the
quarter covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 20,413,493
<SECURITIES> 0
<RECEIVABLES> 10,053,443
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,466,936
<PP&E> 82,079,578
<DEPRECIATION> 32,300,248
<TOTAL-ASSETS> 165,582,371
<CURRENT-LIABILITIES> 124,804,146
<BONDS> 104,261,806
<COMMON> 0
0
0
<OTHER-SE> (81,010,509)
<TOTAL-LIABILITY-AND-EQUITY>165,582,371
<SALES> 5,630,244
<TOTAL-REVENUES> 5,989,403
<CGS> 0
<TOTAL-COSTS> 3,145,724
<OTHER-EXPENSES> 386,329
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,068,482
<INCOME-PRETAX> (3,611,132)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,938,829)
<DISCONTINUED> 70,290
<EXTRAORDINARY> 3,433,368
<CHANGES> 0
<NET-INCOME> (435,171)
<EPS-PRIMARY> (.70)
<EPS-DILUTED> (.70)
</TABLE>
