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
June 30, 1998 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. . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 22
<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
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 20,835,756 24,992,726
Interest, rents and other receivables . . . . . . . . . . . . . . . 311,806 466,396
Current portion of notes receivable . . . . . . . . . . . . . . . . 849,740 --
Escrow deposits and restricted securities . . . . . . . . . . . . . 2,404,947 1,884,326
Other restricted securities . . . . . . . . . . . . . . . . . . . . -- 131,318
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 24,402,249 27,474,766
------------ ------------
Properties held for sale or disposition . . . . . . . . . . . . . 45,836,318 95,606,312
------------ ------------
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 20,152,747 16,908,786
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,292,770 2,016,887
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 2,128,641 3,731,258
Long-term portion of note receivable. . . . . . . . . . . . . . . . . 197,354 --
------------ ------------
$ 94,010,079 145,738,009
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ -- 92,117,086
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 2,495,086 3,169,406
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . -- 639,533
Other current liabilities . . . . . . . . . . . . . . . . . . . . . 647,184 639,554
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 3,142,270 96,565,579
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 301,790 385,888
Investment in unconsolidated ventures, at equity. . . . . . . . . . . 5,937,753 5,800,180
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . 778,449 1,024,276
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 422,799 361,129
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 114,081,718 109,972,972
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 124,664,779 214,110,024
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (19,612,905) (19,989,556)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,020,769) (1,020,769)
------------ ------------
(20,613,674) (20,990,325)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 384,978,681 384,978,681
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . (348,492,643) (390,285,344)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (46,527,064) (42,075,027)
------------ ------------
(10,041,026) (47,381,690)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (30,654,700) (68,372,015)
------------ ------------
$ 94,010,079 145,738,009
============ ============
<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 AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 2,225,341 5,671,330 4,672,797 11,301,574
Interest income . . . . . . . . . . . . . . . 292,005 360,153 615,860 719,312
Other income. . . . . . . . . . . . . . . . . 881,537 -- 881,537 --
----------- ----------- ---------- ----------
3,398,883 6,031,483 6,170,194 12,020,886
----------- ----------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 3,170,114 5,815,266 6,340,228 11,883,748
Depreciation. . . . . . . . . . . . . . . . . -- 653,712 -- 1,187,772
Property operating expenses . . . . . . . . . 811,142 2,580,717 1,668,554 5,027,897
Professional services . . . . . . . . . . . . 102,354 126,508 267,728 307,320
Amortization of deferred expenses . . . . . . 121,628 173,950 243,256 338,434
General and administrative. . . . . . . . . . 270,793 414,947 586,954 620,464
----------- ----------- ---------- ----------
4,476,031 9,765,100 9,106,720 19,365,635
----------- ----------- ---------- ----------
(1,077,148) (3,733,617) (2,936,526) (7,344,749)
Partnership's share of earnings (loss)
from operations of unconsolidated
ventures. . . . . . . . . . . . . . . . . . . 824,463 1,319,449 1,020,888 991,752
Venture partner's share of venture
operations. . . . . . . . . . . . . . . . . . -- -- 414,242 --
----------- ----------- ---------- ----------
Earnings (loss) before gains on
sale or disposition of investment
properties . . . . . . . . . . . . . . (252,685) (2,414,168) (1,501,396) (6,352,997)
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
Gain on liquidation of investment
in venture. . . . . . . . . . . . . . . . . . -- 269,147 -- 269,147
Gain on sale of interest in
unconsolidated ventures . . . . . . . . . . . 2,891,251 280,671 3,006,762 350,961
Gain on disposition of
investment property . . . . . . . . . . . . . -- -- 23,212,184 --
------------ ---------- ---------- ----------
Earnings (loss) before extra-
ordinary items. . . . . . . . . . . . 2,638,566 (1,864,350) 24,717,550 (5,732,889)
------------ ----------- ---------- ----------
Extraordinary items:
Gain on forgiveness of indebtedness . . . . . -- -- 17,451,802 3,433,368
------------ ----------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ 2,638,566 (1,864,350) 42,169,352 (2,299,521)
============ =========== ========== ==========
Net earnings (loss) per
limited partnership interest:
Earnings (loss) before gains
on sale or disposition of
investment properties. . . . . . . . $ (.55) (5.23) (3.25) (13.75)
Gain on liquidation of investment
in venture. . . . . . . . . . . . . -- .60 -- .60
Gain on sale of interest in
unconsolidated ventures . . . . . . 6.45 .62 6.71 .78
Gain on disposition of
investment property . . . . . . . . -- -- 51.80 --
Extraordinary items . . . . . . . . . -- -- 38.95 7.66
------------ ---------- ---------- ----------
$ 5.90 (4.01) 94.21 (4.71)
============ ========== ========== ==========
Cash distributions per
limited partnership interest. . . . . $ -- -- 10.04 --
============ ========== ========== ==========
<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
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,169,352 (2,299,521)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,187,772
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 243,256 338,434
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 4,108,746 5,153,928
Partnership's share of (earnings) loss from operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . (1,020,888) (991,752)
Venture partner's share of ventures' operations, gain on sale
or disposition of investment properties and extraordinary items . . . (414,242) --
Gain on liquidation of investment in venture. . . . . . . . . . . . . . -- (269,147)
Gain on sale of interests in unconsolidated ventures. . . . . . . . . . (3,006,762) (350,961)
Total gain on disposition of investment property. . . . . . . . . . . . (23,212,184) --
Extraordinary item, including venture partner's share . . . . . . . . . (17,451,802) (3,433,368)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 154,590 153,344
Current portion of notes receivable . . . . . . . . . . . . . . . . . . (849,740) --
Escrow deposits and restricted securities . . . . . . . . . . . . . . . (520,621) 1,360,870
Other restricted securities . . . . . . . . . . . . . . . . . . . . . . 131,318 (1,005,330)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 399,241 366,957
Long-term portion of note receivable. . . . . . . . . . . . . . . . . . (197,354) --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (674,320) (1,144,284)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (413,804) 1,396,736
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . 7,630 --
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . -- 146,489
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (245,827) (245,826)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (84,098) 40,492
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,670 --
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . (815,839) 404,833
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ -----------
Cash flows from investing activities:
Additions to investment properties, excluding amounts from
escrow deposits and restricted securities . . . . . . . . . . . . . . . (201,190) (879,605)
Cash proceeds from sale of investment property. . . . . . . . . . . . . . 200 --
Partnership's distributions from unconsolidated venture . . . . . . . . . 1,000,000 --
Partnership's contributions to unconsolidated ventures. . . . . . . . . . (78,738) --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (23,608) (214,951)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . 696,664 (1,094,556)
------------ -----------
Cash flows from financing activities:
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . (38,797) (338,967)
Contributions from venture partners . . . . . . . . . . . . . . . . . . . 453,039 --
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (4,452,037) (16,000)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (4,037,795) (354,967)
------------ -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . (4,156,970) (1,044,690)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 24,992,726 20,664,264
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 20,835,756 19,619,574
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,645,286 5,333,084
============ ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of interests
in unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . $ 3,006,762 1,338,566
============ ===========
Sale of investment property:
Total sale proceeds, net of selling expenses. . . . . . . . . . . . . $ 74,891,213 --
Payoff of mortgage loan . . . . . . . . . . . . . . . . . . . . . . . (74,891,013) --
------------ -----------
Cash proceeds from sale of interest in venture. . . . . . . . . . $ 200 --
============ ===========
Fixed asset additions from escrow deposits and restricted securities. . $ -- 707,032
============ ===========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ -----------
Disposition of investment properties:
Balance due on long-term debt canceled. . . . . . . . . . . . . . . . $ -- 10,932,588
Accrued interest expense on accelerated long-term debt. . . . . . . . -- 397,729
Reduction of investment property, net . . . . . . . . . . . . . . . . -- (8,448,879)
Reduction of other asset and liabilities. . . . . . . . . . . . . . . -- 551,930
------------ -----------
Non-cash gain recognized due to lender
realizing upon security . . . . . . . . . . . . . . . . . . . . . $ -- 3,433,368
============ ===========
<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
JUNE 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-16111) dated on March 21, 1998, 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 1997 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.
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. As of June 30, 1998, the Partnership and its
consolidated ventures have or have previously committed to plans to sell or
dispose of all their remaining investment properties. Accordingly, all
consolidated properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements as of the
respective dates of such plans' adoption. The results of operations, net
of venture partners' share, for these properties and for properties sold or
disposed of in the past two years were $374,595 and ($3,579,394),
respectively, for the six months ended June 30, 1998 and 1997.
In addition, the accompanying consolidated financial statements
include $767,989 and $487,708, respectively, of the Partnership's share of
total property operations of $769,660 and $176,638 for unconsolidated
properties for the six months ended June 30, 1998 and 1997, respectively,
which are held for sale or disposition or have been sold or disposed of
during the past two years.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been, and
will be, required under applicable law to remit directly to the taxing
authorities amounts representing withholding from distributions paid to
partners. Due to this, $16,000 representing such withholding was remitted
in 1998 to the state of Maryland on behalf of the Holders of Interests.
<PAGE>
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 June 30, 1998 and for the six months ended June 30,
1998 and 1997 were as follows:
Unpaid at
June 30,
1998 1997 1998
-------- ------ -----------
Property management and
leasing fees. . . . . . . . $ -- 9,246 1,057,092
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. . 43,110 78,278 32,131
-------- ------- ---------
$ 43,110 87,524 1,089,223
======== ======= =========
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 $1,732,968 at June 30, 1998 and
December 31, 1997, which consists of management fees and leasing
commissions of $1,057,092 (included in the table above) and advances of
$675,876 payable to the affiliated manager. The cumulative deferred
amounts do not bear interest and are expected to be paid in future periods.
An affiliate of the General Partners was entitled to payment of
property management and leasing fees relating to 260 Franklin through
November 1994 and subsequently JMB guaranteed payment to the unaffiliated
third party property manager for the property management and leasing fees.
Pursuant to a loan modification for the property, property management and
leasing fees were required to be escrowed through December 1995. Beginning
in January 1996, the unaffiliated property manager was paid management and
leasing fees by the property. As of June 30, 1998, $1,510,132 of
management and leasing fees remained payable (as a result of the escrowing
of certain 1995 and prior years' management and leasing fees payable to an
affiliate of the General Partners and JMB's payment pursuant to its
guarantee of the fees to the unaffiliated property manager) of which the
Partnership's share is $1,057,092. In connection with the sale of the 260
Franklin Street building, the Partnership assumed the liability for its
prorata share of the unpaid fees, which amount was transferred to the
accounts of the Partnership upon the sale of 260 Franklin.
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
June 30, 1998 (of which the Partnership's share is approximately $919,500).
The unconsolidated venture's obligation to the affiliate is not reflected
in the Consolidated Balance Sheets as of June 30, 1998 and December 31,
1997.
<PAGE>
Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, had provided management services to Erie McClurg Park
Facility (sold in September 1992). In connection with the sale of Erie
McClurg, a management termination agreement was reached which requires the
Partnership to make monthly payments to such company. Such acquisition had
no effect on the fees payable by the Partnership under any existing
agreements with such company. The amount due under such management
termination agreement for the six months ended June 30, 1998 and 1997 was
approximately $38,600 and $15,000, respectively.
JMB/900
Occupancy of this building at the end of the second quarter of 1998
was 100%.
Progress Partners had been negotiating with the building's major
tenant, Schulte, Roth & Zabel (120,991 square feet with a lease expiration
date of May 31, 2000), for an early renewal and expansion of its lease.
However, in the second quarter of 1998, the tenant informed Progress
Partners of its intent to vacate all of its space upon the expiration of
its current lease.
Pursuant to the extension on the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender. The
escrow account, including interest earned thereon, will be used by Progress
Partners for payment of property taxes and releasing costs associated with
leases which expire in 1999 and 2000 (approximately 50% of the building
including the Schulte, Roth & Zabel lease discussed above). 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 1998, approximately $4,834,000 has been
deposited into escrow from net cash flow from property operations.
JMB/900 is currently involved in litigation. In December, 1997, two
of the Venture Partners, JRA and PPI, filed for bankruptcy in order to
prevent the foreclosure of their interests by MDIFC. Since the bankruptcy
filing, an affiliate of PPI has effected a settlement with MDIFC by
purchasing its claims. JMB/900 has pursued its claims against the Venture
Partners in the bankruptcy forum and has sought to either foreclose on or
buy-out the interests of the Venture Partners in the venture, or to
otherwise dispose of those interests pursuant to a bankruptcy plan. The
Venture Partners have asserted claims against the venture and JMB/900
including claims for unpaid Guaranteed Payments in the purported amount of
$36 million. JMB/900 denies that such claims are due and owing and
contends that, in any event, such claims are offset by PPI's failure to pay
interest in the aggregate amount of approximately $36 million on a $20
million loan to PPI. To the extent that JMB/900 is required to make
contributions to pay for any part of the purported claim for Guaranteed
Payments, a portion of the Guaranteed Payments actually paid may be
allocated to other unsecured creditors of PPI and JRA and, therefore,
JMB/900 may not be returned the full amount of the interest due on the $20
million loan. However, JMB/900's contributions would create a preferred
return level payable out of future net cash flow or net sale or refinancing
proceeds. Furthermore, JMB/900 has taken the position that to the extent
that is has not received annual distributions equal to the interest payable
on the $20,000,000 loan, JMB/900's preferred return deficiency is increased
by the amounts not received, but the Venture Partners have disputed this
characterization.
In order to avoid the risks and further expenses of litigation, and
without any admission of liability, in July 1998 JMB/900 entered into an
agreement (the "Settlement Agreement") with the Venture Partners and a
judgment creditor of JRA and PPI (such judgment creditor and the Venture
Partners are hereinafter collectively referred to as the "Progress
Parties") for the settlement and release of claims and causes of action by
<PAGE>
and against JMB/900 and the Progress Parties. In addition to the
settlement and release of these claims and causes of action, the Settlement
Agreement generally provides for, among other things, agreement on certain
terms and conditions for sale of the building and subsequent winding up of
the joint venture. In addition, under the terms of the Settlement
Agreement, JRA and PPI will seek dismissal of their respective bankruptcy
cases or, in the absence of such dismissal, will seek bankruptcy court
approval of the Settlement Agreement. JMB/900 will seek to (a) obtain a
settlement and release of claims and causes of action (i) against the
Federal Deposit Insurance Corporation ("FDIC") and (ii) by the FDIC against
JMB/900 and each of the Progress Parties and certain of their related
parties, and (b) purchase the interests of the FDIC in P-C 900 in
connection with the settlement with the FDIC.
In general, certain terms and conditions of the Settlement Agreement
are to be effective immediately while others (such as the release of the
Venture Partners' claim to the Guaranteed Payments, JMB/900's claim to the
$20 million note payable and accrued interest thereon, as well as other
claims and causes of action in litigation) are conditioned upon the
occurrence of certain events or the satisfaction of specified conditions.
In addition, the entire Settlement Agreement will be of no further force or
effect unless, among other things, the bankruptcy proceedings involving JRA
and PPI are dismissed or the bankruptcy court approves the Settlement
Agreement by a specified date and JMB/900 acquires the interest of the FDIC
in PC-900 and enters into a settlement and release with the FDIC by
December 1, 1998. Although the releases by the parties of their respective
claims and causes of action is not effective until certain events occur or
conditions are satisfied, the parties have agreed not to pursue such claims
and causes of action unless the events do not occur or the conditions are
not satisfied and the Settlement Agreement terminates by its terms.
Under the terms of the Settlement Agreement, for an initial period
ending not later than January 14, 1999, the Progress Parties will have
authority and responsibility for marketing and selling the building,
subject to certain approval rights of JMB/900 with respect to the terms and
conditions of a sale contract for the building (including a specified
minimum sale price). The Progress Parties have authorized the judgment
creditor of JRA and PPI to take all actions on behalf of the Progress
Parties in respect of a sale of the building and any other matters on their
behalf under the Settlement Agreement. In the event that a sale of the
building has not been concluded by the end of the initial period, JMB/900
will have authority and responsibility for marketing and selling the
building, provided that the sale price is equal to or greater than a
specified minimum amount. Current arrangements for management of the
building will remain in effect until its sale.
Under the terms of the Settlement Agreement, the joint venture will
not make distributions to JMB/900 or the Venture Partners until the joint
venture has sold the building and paid, obtained a release from or
established reserves for the payment of its expenses and liabilities. When
made, distributions of the joint venture generally are to be made as
follows: (1) JMB/900 is to be paid an amount equal to that paid to acquire
the FDIC's interest in PC-900; (2) up to the next $60 million of
distributions are to be made 77.5% to JMB/900 and 22.5% to the Progress
Parties, and (3) any additional distributions are to be made 70% to JMB/900
and 30% to the Progress Parties. In addition, to the extent that cash is
not currently distributed to JMB/900 and the Venture Partners, profits or
losses from operations of the joint venture are to be allocated 70% to
JMB/900 and 30% to the Progress Parties. To the extent that the joint
venture's operating income exceeds the cash being distributed, operating
income will be allocated in the same manner that an equal amount of cash
from the sale of the building would be distributed (i.e., generally in
either the 77.5% and 22.5% ratio or the 70% and 30% ratio).
<PAGE>
The Settlement Agreement expressly provides that JMB/900 will have no
further obligation to make any capital contributions to the joint venture
and that the Venture Partners will have no right to any Guaranteed Payments
from the joint venture. In addition, JMB/900 will release its claim for
payment of the $20 million loan and accrued interest thereon. After sale
of the building JMB/900 will be responsible for winding up the joint
venture. Under the Settlement Agreement, certain legal fees and expenses
incurred by either JMB/900 or the Progress Parties will be reimbursed by
the joint venture.
There is no assurance that all requisite conditions will be satisfied
for effectiveness of all terms and conditions of the Settlement Agreement
or that all conditions will occur or be effected for the Settlement
Agreement (or any provisions thereof) to remain in force and effect.
Similarly, there is no assurance that JMB/900 will be able to effect a
settlement and release with the FDIC of claims and causes of action and a
purchase of the FDIC's interest in PC-900.
As the Partnership has committed to a plan to sell or dispose of the
property, 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, will not be subject to
continued depreciation beyond such date.
CALIFORNIA PLAZA
Occupancy of the building at the end of the second quarter of 1998 was
96%. Net cash flow continues to be escrowed with the lender (included in
escrow deposits and restricted securities) pursuant to the December 1993
loan modification. In 1998, the venture reached a settlement agreement
with a former tenant and accepted a promissory note in the principle amount
of $275,000 with payments of principal and interest amortized over five
years. As of June 30, 1998, the outstanding balance of the note receivable
was $261,095 which is included in current portion of notes receivable and
long-term portion of note receivable.
PIPER JAFFRAY TOWER
Occupancy of the building at the end of the second quarter of 1998 was
89%.
During the third quarter of 1997, Popham informed Piper that effective
in November 1997, it would cease operations as Popham and consolidate with
another law firm, Hinshaw & Culberson ("Hinshaw"). In December, Piper
signed a non-binding letter of intent with Hinshaw to lease 31,920 square
feet of the Popham space for a term of five years, commencing January 1,
1998, at a market rental rate which exceeds Popham's modified rate which
became effective in August 1997. Popham had paid its modified rent through
the end of 1997. Commencing in January 1998, Hinshaw began paying rent in
accordance with the letter of intent. In addition, once a lease is
finalized with Hinshaw in accordance with the letter of intent, Piper had
agreed to terminate Popham's lease (for approximately 47,000 square feet)
effective December 31, 1997 with no further consideration. In May 1998,
Piper executed the lease with Hinshaw.
The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $95,741,000 is outstanding
as of June 30, 1998. The lender is essentially entitled to all operating
cash flow. Excess cash flow generated during 1997 of $385,523 was remitted
to the lender during the second quarter of 1998 from cash held by the
venture.
<PAGE>
In addition, the mortgage loan provides that 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. Currently,
Piper generates enough operating cash flow to meet the required debt
service payments. However, Piper may not be able to pay the required debt
service over the next several years. JMB/Piper will not commit additional
capital to Piper unless, among other things, it believes that upon sale of
the property it will receive a return of such funds and a reasonable rate
of return thereon. If a funding requirement arises and none of the Piper
partners contribute the required capital, the lender would likely take
title to the property. Such disposition of the property would result in
JMB/Piper, and therefore the Partnership, recognizing a significant amount
of gain for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds.
During 1997, JMB/Piper, on behalf of Piper, explored refinancing
alternatives with the lender. Although JMB/Piper had intended to pursue
further discussions with the lender concerning possible refinancing and/or
loan modification alternatives, it currently appears unlikely that an
agreement with respect to such a transaction will be made.
260 FRANKLIN STREET BUILDING
On January 2, 1998, 260 Franklin, through a trust, disposed of the
land, building and related improvements of the 260 Franklin Street
Building. 260 Franklin transferred title to the land, building and
improvements, and all other assets and liabilities related to the property
in consideration of a discharge of the mortgage loan and receipt of $200 in
cash. 260 Franklin recognized a gain on disposal of approximately
$23,200,000 in 1998, in part as a result of previous impairment losses
recognized by the joint venture in 1996 aggregating $17,400,000, and an
extraordinary gain on forgiveness of indebtedness of approximately
$17,500,000 for financial reporting purposes, all of which was allocated to
the Partnership. In addition, 260 Franklin expects to recognize a gain of
approximately $25,200,000 for Federal income tax reporting purposes, of
which the Partnership's share is approximately $17,500,000, with no
distributable proceeds in 1998. 260 Franklin and the Partnership have no
future liability for any representations, warranties or covenants to the
purchaser as a result of the sale.
WELLS FARGO CENTER
The mortgage note secured by the property (with a balance of
approximately $172,811,000 as of June 30, 1998), 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 $11,362,000 at June 30,
1998 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 joint venture.
<PAGE>
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 Partnership's ownership
interest in the property is therefore expected to 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.
NEWPARK MALL
At June 30, 1998, occupancy of the portion of the shopping center in
which the Partnership owns an interest remained at 77%. 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, approached the NewPark joint venture regarding a
sale of the Emporium Capwell 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.
These transactions closed in 1997 and the joint venture received net
proceeds of approximately $2,000,000. The property is producing cash flow
for the joint venture. The Partnership and its affiliated venture partner
(Carlyle-XVI) have commenced efforts to market their interest in the
NewPark joint venture for sale. There is no assurance that such efforts
will result in a sale of such joint venture interest.
RIVEREDGE PLACE BUILDING
On December 23, 1997, the Partnership sold the RiverEdge Place Office
Building. In connection with the sale of this Property and as it customary
in such transactions, the Partnership agreed to certain representations,
warranties and covenants in a maximum amount of $500,000, with a stipulated
survival period which expired June 23, 1998 with no liability to the
Partnership.
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 $2,313,000. 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 note at a rate equal to 3% over
the prime rate. In February 1991, the seller ceased paying monthly
interest required under terms of the note. The Partnership 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. Previously, it appeared that the
remaining principals guaranteeing the notes had little or no assets which
the Partnership could pursue for collection and it appeared unlikely that
any further amounts would be collected. As a matter of prudent accounting
policy, a reserve for uncollectibility for the entire amount recorded for
financial reporting purposes ($1,466,051) had been reflected in the
accompanying consolidated financial statements at December 31, 1997. In
July 1998, the Partnership received final collection, from bankruptcy
proceeds, toward the notes in the amount of $785,998. Therefore, the
reserve for uncollectiblity was reduced accordingly as of June 30, 1998.
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 1997
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of June 30, 1998 and December 31, 1997 and for the
three and six months ended June 30, 1998 and 1997.
<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.
The board of directors of JMB Realty Corporation ("JMB"), the
corporate general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offer for Interests and previously
retained Lehman Brothers Inc. as financial advisor to assist the Special
Committee in evaluating and responding to any additional potential tender
offers for Interests.
In March 1998, an unaffiliated third party made an unsolicited offer
to purchase up to 20,000 Interests at $30 per Interest. Such offer expired
at the end of April 1998. The Special Committee recommended against
acceptance of this offer on the basis that, among other things, the offer
price was inadequate. As of the date of this report, the Partnership is
aware that 2.26% of the Interests have been purchased by unaffiliated third
parties who have made unsolicited offers for Interests, either pursuant to
such offers or through negotiated purchases. It is possible that other
offers for Interests may be made by unaffiliated third parties in the
future, although there is no assurance that any other third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer, if made, will be consummated, amended or withdrawn.
The Partnership currently expects to conduct an orderly liquidation of
the remaining assets in the portfolio, with the possible exception of the
Partnership's interest in Wells Fargo Center - South Tower and Piper
Jaffray Tower, no later than December 31, 1999, barring any unforeseen
economic developments.
At June 30, 1998, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $21,000,000. 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 and capital improvements
at certain of the Partnership's investment properties. The Partnership may
also use a portion of its reserves to pay its share of the costs for a
possible mall enhancement program at NewPark Mall, although there are no
specific plans currently for such a program. 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
distributions relating to tax withholding requirements) to the Holders of
Interests and the 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 approximately $2,653,000 (approximately $6 per
Interest) relating to the Partnership's investment properties, which amount
includes the Partnership's proportionate share of such fees for its
consolidated and unconsolidated entities. Such fees do not bear interest
and are expected to be paid in the future.
<PAGE>
On June 30, 1998, JMB/Owings collected approximately $5,598,000, of
which the Partnership's share is approximately $2,800,000, on the remaining
principal balance of the purchase price note received in the sale of its
interest in Owings Mills Shopping Center in 1993. In early July 1998,
JMB/Owings distributed approximately $3,033,000 to the Partnership which
represented the Partnership's share of the remaining operating cash flow
and proceeds from the collection of the purchase price note.
In order to avoid the risks and further expenses of litigation, and
without any admission of liability, in July 1998 JMB/900 entered into an
agreement (the "Settlement Agreement") with the Venture Partners and a
judgment creditor of JRA and PPI (such judgment creditor and the venture
Partners are hereinafter collectively referred to as the "Progress
Parties") for the settlement and release of claims and causes of action by
and against JMB/900 and the Progress Parties. In addition to the
settlement and release of these claims and causes of action, the Settlement
Agreement generally provides for, among other things, agreement on certain
terms and conditions for sale of the building and subsequent winding up of
the joint venture. In addition, under the terms of the Settlement
Agreement, JRA and PPI will seek dismissal of their respective bankruptcy
cases or, in the absence of such dismissal, will seek bankruptcy court
approval of the Settlement Agreement. JMB/900 will seek to (a) obtain a
settlement and release of claims and causes of action (i) against the
Federal Deposit Insurance Corporation ("FDIC") and (ii) by the FDIC against
JMB/900 and each of the Progress Parties and certain of their related
parties, and (b) purchase the interests of the FDIC in P-C 900 in
connection with the settlement with the FDIC.
In general, certain terms and conditions of the Settlement Agreement
are to be effective immediately while others (such as the release of the
Venture Partners' claim to the Guaranteed Payments, JMB/900's claim to the
$20 million note payable and accrued interest thereon, as well as other
claims and causes of action in litigation) are conditioned upon the
occurrence of certain events or the satisfaction of specified conditions.
In addition, the entire Settlement Agreement will be of no further force or
effect unless, among other things, the bankruptcy proceedings involving JRA
and PPI are dismissed or the bankruptcy court approves the Settlement
Agreement by a specified date and JMB/900 acquires the interest of the FDIC
in PC-900 and enters into a settlement and release with the FDIC by
December 1, 1998. Although the releases by the parties of their respective
claims and causes of action is not effective until certain events occur or
conditions are satisfied, the parties have agreed not to pursue such claims
and causes of action unless the events do not occur or the conditions are
not satisfied and the Settlement Agreement terminates by its terms.
Under the terms of the Settlement Agreement, for an initial period
ending not later than January 14, 1999, the Progress Parties will have
authority and responsibility for marketing and selling the building,
subject to certain approval rights of JMB/900 with respect to the terms and
conditions of a sale contract for the building (including a specified
minimum sale price). The Progress Parties have authorized the judgment
creditor of JRA and PPI to take all actions on behalf of the Progress
Parties in respect of a sale of the building and any other matters on their
behalf under the Settlement Agreement. In the event that a sale of the
building has not been concluded by the end of the initial period, JMB/900
will have authority and responsibility for marketing and selling the
building, provided that the sale price is equal to or greater than a
specified minimum amount. Current arrangements for management of the
building will remain in effect until its sale.
Under the terms of the Settlement Agreement, the joint venture will
not make distributions to JMB/900 or the Venture Partners until the joint
venture has sold the building and paid, obtained a release from or
established reserves for the payment of its expenses and liabilities. When
made, distributions of the joint venture generally are to be made as
follows: (1) JMB/900 is to be paid an amount equal to that paid to acquired
FDIC's interest in PC-900; (2) up to the next $60 million of distributions
<PAGE>
are to be made 77.5% to JMB/900 and 22.5% to the Progress Parties, and (3)
any additional distributions are to be made 70% to JMB/900 and 30% to the
Progress Parties. In addition, to the extent that cash is not currently
distributed to JMB/900 and the Venture Partners, profits or losses from
operations of the joint venture are to be allocated 70% to JMB/900 and 30%
to the Progress Parties. To the extent that the joint venture's operating
income exceeds the cash being distributed, operating income will be
allocated in the same manner that an equal amount of cash from the sale of
the building would be distributed (i.e., generally in either the 77.5% and
22.5% ratio or the 70% and 30% ratio).
The Settlement Agreement expressly provides that JMB/900 will have no
further obligation to make any capital contributions to the joint venture
and that the Venture Partners will have no right to any Guaranteed Payments
from the joint venture. In addition, JMB/900 will release its claim for
payment of the $20 million loan and accrued interest thereon. After sale
of the building JMB/900 will be responsible for winding up the joint
venture. Under the Settlement Agreement, certain legal fees and expenses
incurred by either JMB/900 or the Progress Parties will be reimbursed by
the joint venture.
There is no assurance that all requisite conditions will be satisfied
for effectiveness of all terms and conditions of the Settlement Agreement
or that all conditions will occur or be effected for the Settlement
Agreement (or any provisions thereof) to remain in force and effect.
Similarly, there is no assurance that JMB/900 will be able to effect a
settlement and release with the FDIC of claims and causes of action and a
purchase of the FDIC's interest in PC-900.
In February 1998, the Partnership made a distribution of $4,436,037
($10 per Interest) of previously undistributed sale proceeds along with
sale proceeds from the sale of the RiverEdge Place building. 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. In this regard, the Partnership expects to recognize a
gain of approximately $17,500,000 for Federal income tax purposes from the
disposition in January 1998 of the 260 Franklin Street Building with no
distributable proceeds from such disposition. In addition, the Piper
Jaffray Tower and Wells Fargo Center (South Tower) investment properties
continue to suffer from the effects of the high levels of debt secured by
each property and provide no cash flow to the Partnership. While loan and
joint venture modifications have been obtained that enable the Partnership
to retain an ownership interest in these properties, it is currently
unlikely under existing arrangements that the Partnership will receive
significant proceeds from operations or sales of these properties.
However, upon disposition, the Partnership, and therefore, the Holders of
Interests will recognize a significant amount of taxable income with no
distributable proceeds. For certain Holders of Interests, such taxable
gain may be offset by their suspended passive activity losses (if any).
Each Holder's tax consequences will depend on such Holder's own tax
situation.
RESULTS OF OPERATIONS
Significant fluctuations in the accompanying consolidated financial
statements are due to the sales of the 260 Franklin Street Building in 1998
and the RiverEdge Place office building in 1997.
The decrease in cash and cash equivalents at June 30, 1998 as compared
to December 31, 1997 is primarily due to the distribution in February 1998
of previously undistributed sale proceeds along with the sale proceeds from
the sale of the RiverEdge Place office building.
<PAGE>
The increases in current portion of notes receivable and long-term
portion of note receivable at June 30, 1998 as compared to December 31,
1997 is due to the promissory note received at California Plaza and the
reduction in the reserve for uncollectibility on the demand notes related
to the 21900 Burbank Boulevard Building as described in the notes.
The decrease in other restricted securities at June 30, 1998 as
compared to December 31, 1997 is due to the remittance of cumulative cash
flow from the RiverEdge Place office building to the property's lender in
payment of deferred interest in conjunction with the sale of the property
in 1997.
The increase in investment in unconsolidated ventures, at equity, at
June 30, 1998 as compared to December 31, 1997 is primarily due to the
recognition of previously deferred gain in conjunction with the collection
of the remaining principal balance of the purchase price note received in
the sale of JMB/Owings interest in Owings Mills Shopping Center partially
offset by the distribution to the Partnership in the first quarter of 1998
of $1,000,000 of previously undistributed operating cash flow and proceeds
from the sale of JMB/Owings interest in Owings Mills.
The decrease in accounts payable at June 30, 1998 as compared to
December 31, 1997 is primarily due to a pro rata portion of the management
and leasing fees payable by 260 Franklin Street Associates reclassified to
the Partnership's venture partner (Carlyle-XVI) upon sale of 260 Franklin
Street Building in January 1998.
The decrease in deferred income at June 30, 1998 as compared to
December 31, 1997 is due to the amortization of a 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.
The increase in other income for the three and six months ended June
30, 1998 as compared to the same periods in 1997 is primarily due to a
reduction in the reserve for uncollectibility on the demand notes related
to the 21900 Burbank Boulevard Building.
The decrease in depreciation expense for the three and six months
ended June 30, 1998 as compared to the same period in 1997 is due to the
sales and dispositions discussed above, as well as all consolidated
properties being classified as held for sale or disposition, and therefore,
no longer being subject to continued depreciation.
The increase in the venture partner's share of venture operations for
the six months ended June 30, 1998 as compared to the six months ended June
30, 1997 is primarily due to the venture partner's proportionate share of
management and leasing fees payable by 260 Franklin Street Associates
allocated to the venture partner upon sale of the property.
The gain on sale of interest in unconsolidated ventures for the three
and six months ended June 30, 1998 and the three and six months ended
June 30, 1997 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 gain on disposition of investment property for the six months
ended June 30, 1998 relates to the recognition of gain from the sale of the
260 Franklin Street building, in January 1998.
The extraordinary item - gain on forgiveness of indebtedness of
$17,451,802 for the six months ended June 30, 1998 represents interest
waived by the lender pursuant to a loan modification agreement for the debt
secured by the 260 Franklin Street building in January 1998. The gain for
the six months ended June 30, 1997 of $3,433,368 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.
<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 1998.
<CAPTION>
1997 1998
-------------------------------------- ------------------------------
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 . . . . . 98% 98% 97% 97% 97% 100%
2. Piper Jaffray Tower
Minneapolis, Minnesota . . . 99% 99% 93% 93% 91% 89%
3. Wells Fargo Center
- IBM Tower
Los Angeles, California. . . 93% 90% 90% 90% 90% 90%
4. 260 Franklin Street Building
Boston, Massachusetts. . . . 96% 97% 98% 98% N/A N/A
5. California Plaza
Walnut Creek, California . . 90% 96% 96% 100% 100% 96%
6. NewPark Mall
Newark (Alameda County),
California . . . . . . . . . 76% 75% 76% 79% 77% 77%
<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 hereby 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 hereby 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 hereby 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 is hereby incorporated herein by reference to the
Partnership's Report on Form 10-K (File No. 0-16111) dated March 21, 1997.
<PAGE>
10-L. Modification to Reserve Escrow Agreement relating to
the 260 Franklin Street building dated May 22, 1997 is hereby incorporated
herein by reference to the Partnership's Report for June 30, 1997 on Form
10-Q (File No. 0-016111) dated August 8, 1997.
10-M. Agreement for purchase and sale by 260 Franklin Street
Associates Trust of its interest in the 260 Franklin Street property is
hereby incorporated by reference to the Partnership's Report for January 2,
1998 on Form 8-K (File No. 0-16111) dated January 16, 1998.
27. Financial Data Schedule
---------------
(b) No reports on Form 8-K have been filed during the last
quarter of the period 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: August 12, 1998
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: August 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 20,835,756
<SECURITIES> 0
<RECEIVABLES> 3,566,493
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,402,249
<PP&E> 45,836,318
<DEPRECIATION> 0
<TOTAL-ASSETS> 94,010,079
<CURRENT-LIABILITIES> 3,142,270
<BONDS> 114,081,718
<COMMON> 0
0
0
<OTHER-SE> (30,654,700)
<TOTAL-LIABILITY-AND-EQUITY>94,010,079
<SALES> 4,672,797
<TOTAL-REVENUES> 6,170,194
<CGS> 0
<TOTAL-COSTS> 1,911,810
<OTHER-EXPENSES> 854,682
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,340,228
<INCOME-PRETAX> (2,936,526)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,501,396)
<DISCONTINUED> 26,218,946
<EXTRAORDINARY> 17,451,802
<CHANGES> 0
<NET-INCOME> 42,169,352
<EPS-PRIMARY> 94.21
<EPS-DILUTED> 94.21
</TABLE>
