SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 2000 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 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 20
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . 20
Item 5. Other Information. . . . . . . . . . . . . . . . . . . 21
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 22
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -----------
Current assets:
Cash and cash equivalents. . . . . . . $ 9,965,026 98,865,495
Interest, rents and
other receivables. . . . . . . . . . 175,458 394,084
Current portion of notes
receivable . . . . . . . . . . . . . 61,087 48,913
Escrow deposits. . . . . . . . . . . . 201,807 2,000,000
------------ ------------
Total current assets . . . . . . 10,403,378 101,308,492
------------ ------------
Deferred expenses. . . . . . . . . . . . 34,751 34,751
Long-term portion of note receivable . . 115,014 159,196
------------ ------------
$ 10,553,143 101,502,439
============ ============
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- -----------
Current liabilities:
Accounts payable . . . . . . . . . . . $ 1,204,221 1,972,411
------------ ------------
Total current liabilities. . . . 1,204,221 1,972,411
Investment in unconsolidated
ventures, at equity. . . . . . . . . . 7,649,301 8,435,965
Long-term debt . . . . . . . . . . . . . 67,815,350 62,608,944
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . 76,668,872 73,017,320
Venture partner's subordinated
equity in venture. . . . . . . . . . . 892,772 27,066,809
Partners' capital accounts
(deficits):
General partners:
Capital contributions. . . . . . . . 20,000 20,000
Cumulative net earnings
(losses). . . . . . . . . . . . . . (19,618,543) (19,401,437)
Cumulative cash distributions. . . . (2,369,609) (1,445,867)
------------ ------------
(21,968,152) (20,827,304)
------------ ------------
Limited partners:
Capital contributions,
net of offering costs. . . . . . . 384,978,681 384,978,681
Cumulative net earnings
(losses) . . . . . . . . . . . . . (301,324,535) (296,114,002)
Cumulative cash distributions. . . . (128,694,495) (66,619,065)
------------ ------------
(45,040,349) 22,245,614
------------ ------------
Total partners' capital
accounts (deficits). . . . . . (67,008,501) 1,418,310
------------ ------------
$ 10,553,143 101,502,439
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . $ 124,062 8,498,187 397,086 24,866,082
Interest income. . . . . . . . . . . . . . . . . . 279,862 340,609 1,360,364 1,094,207
----------- ---------- ---------- ----------
403,924 8,838,796 1,757,450 25,960,289
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . 1,735,469 5,489,566 5,206,406 15,977,132
Property operating expenses. . . . . . . . . . . . 202,099 3,645,103 348,855 10,014,143
Professional services. . . . . . . . . . . . . . . 24,930 37,365 255,420 282,828
Amortization of deferred expenses. . . . . . . . . -- 297,354 -- 822,119
Management fees to corporate general partner . . . 307,914 -- 1,539,569 --
General and administrative . . . . . . . . . . . . 96,448 311,713 409,476 738,392
----------- ---------- ---------- ----------
2,366,860 9,781,101 7,759,726 27,834,614
----------- ---------- ---------- ----------
(1,962,936) (942,305) (6,002,276) (1,874,325)
Partnership's share of earnings (loss) from
operations of unconsolidated ventures. . . . . . . (1,195,039) (2,330,332) (1,885,813) (1,927,610)
Venture partner's share of venture operations. . . . (34,378) (470,047) (237,027) (2,105,474)
----------- ---------- ---------- ----------
Earnings (loss) before extraordinary
item . . . . . . . . . . . . . . . . . . . (3,192,353) (3,742,684) (8,125,116) (5,907,409)
Partnership's share of extraordinary items
from unconsolidated ventures . . . . . . . . . . . 2,697,477 -- 2,697,477 --
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . . $ (494,876) (3,742,684) (5,427,639) 5,907,409
=========== ========== ========== ==========
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before extraordinary
item . . . . . . . . . . . . . . . . . . $ (6.91) (8.10) (17.59) (12.78)
Extraordinary item . . . . . . . . . . . . 5.84 -- 5.84 --
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . . $ (1.07) (8.10) (11.75) (12.78)
=========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . $ 10.00 -- 140.00 30.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . $(5,427,639) (5,907,409)
Items not requiring (providing)
cash or cash equivalents:
Cash generated by investment
property prior to acquisition
of venture partner's interest. . . -- (1,320,717)
Amortization of deferred expenses. . -- 682,207
Long-term debt - deferred
accrued interest . . . . . . . . . 5,206,406 6,267,206
Partnership's share of
(earnings) loss from opera-
tions of unconsolidated
ventures . . . . . . . . . . . . . 1,885,813 1,927,610
Venture partner's share of ventures'
operations . . . . . . . . . . . . 237,027 2,105,474
Extraordinary item . . . . . . . . . (2,697,477) --
Changes in:
Interest, rents and other
receivables. . . . . . . . . . . . 218,626 848,616
Current portion of notes
receivable . . . . . . . . . . . . (12,174) --
Escrow deposits and restricted
securities . . . . . . . . . . . . 1,798,193 (4,238,041)
Prepaid expenses . . . . . . . . . . -- (25,691)
Accrued rents receivable . . . . . . -- 971,165
Long-term portion of note
receivable . . . . . . . . . . . . 44,182 30,256
Accounts payable . . . . . . . . . . (768,190) (409,700)
Accrued interest payable . . . . . . -- (3,000)
Other current liabilities. . . . . . -- (140,272)
Deferred income. . . . . . . . . . . -- (368,739)
Tenant security deposits . . . . . . -- 2,555
Other liabilities. . . . . . . . . . -- (430,429)
------------ -----------
Net cash provided by
(used in) operating
activities . . . . . . . . . . 484,767 (8,909)
------------ -----------
Cash flows from investing activities:
Cash acquired at acquisition of
venture partner's interest in
investment property. . . . . . . . . -- 4,872,012
Additions to investment properties,
excluding amounts from escrow
deposits and restricted securities . -- (650,608)
Partnership's contributions to
unconsolidated ventures. . . . . . . -- (9,223,900)
Partnership's distributions from
unconsolidated ventures. . . . . . . 25,000 --
Payment of deferred expenses . . . . . -- (356,786)
------------ -----------
Net cash provided by (used in)
investing activities . . . . . 25,000 (5,359,282)
------------ -----------
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
2000 1999
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . -- (413,343)
Distributions to venture partners. . . (26,411,064) --
Contributions from venture partners. . -- 46,750
Distributions to general partners. . . (923,742) --
Distributions to limited partners. . . (62,075,430) (6,653,710)
------------ -----------
Net cash provided by
(used in) financing
activities . . . . . . . . . . (89,410,236) (7,020,303)
------------ -----------
Net increase (decrease)
in cash and cash equivalents . (88,900,469) (12,388,494)
Cash and cash equivalents,
beginning of year. . . . . . . 98,865,495 26,998,190
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . $ 9,965,026 14,609,696
============ ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other
interest . . . . . . . . . . . . . . $ -- 9,712,926
============ ===========
Acquisition of venture partner's
interest:
Addition to basis in investment
property . . . . . . . . . . . . . . $ -- 34,434,099
Note payable . . . . . . . . . . . . . -- (2,500,000)
Increase in venture partner's
deficit in venture and
partnership's capital. . . . . . . . -- (18,134,099)
Affiliated venture partner
share of cash paid . . . . . . . . . -- (4,599,540)
------------ ------------
Partnership's contribution
to unconsolidated venture
to acquire venture
partner's interest in
venture. . . . . . . . . . . . $ -- 9,200,460
============ ============
See accompanying notes to consolidated financial statements.
<PAGE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-16111) filed on March 24, 2000, 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 1999 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. The unconsolidated venture's commitment to a plan
for sale or disposal of the Piper Jaffray Tower had, as of June 30, 1999,
not resulted in a sale or disposition. As a result, the unconsolidated
venture made an adjustment to record depreciation expense as of that date
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition". Further, the unconsolidated
venture began to record depreciation expense for this property commencing
July 1, 1999. However, as discussed below, due to the commencement by the
mortgage lender to realize upon its security in the property, the
unconsolidated venture reclassified the property as held for sale or
disposition as of July 1, 2000. The Partnership's share of operations were
$811,664 and ($2,522,078) of the total property operations of $1,623,328
and ($5,029,668) for the nine months ended September 30, 2000 and 1999,
respectively. As of September 30, 2000, the Partnership and its
consolidated ventures have sold all of their consolidated investment
properties. The results of operations, net of venture partners' share, for
properties sold or disposed of in the past two years were $636,096 and
$1,752,344, respectively, for the nine months ended September 30, 2000 and
1999.
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 requirement, $130,871 representing such withholding
was remitted in 1999 to the state of Maryland on behalf of the Holders of
Interests.
<PAGE>
Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 presentation.
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 September 30, 2000 and for the six months ended
September 30, 2000 and 1999 were as follows:
Unpaid at
September 30,
2000 1999 2000
---------- ------ -------------
Property management and
leasing fees . . . . . . . . . . . $ -- -- 1,057,092
Management fees to corporate
general partner. . . . . . . . . . 1,539,569 -- --
Insurance commissions. . . . . . . . 15,637 16,893 --
Reimbursement (at cost) for
out-of-pocket salary and
salary-related expenses and
other costs for the Partnership
and its investment properties. . . 73,530 78,896 21,500
---------- ------ ---------
$1,628,736 95,789 1,078,592
========== ====== =========
In connection with the distributions of cash flow from operations in
February and August 2000, the General Partners received distributions
aggregating approximately $739,000 and $185,000, respectively. The
Corporate General Partner also received management fees aggregating
approximately $1,232,000 and $308,000 (reflected in the table above) in
February and August 2000, respectively.
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 $1,057,092 and $1,732,968 at September 30,
2000 and December 31, 1999, respectively, which consist of management fees
and leasing commissions (discussed below). Payments to affiliates of the
Corporate General Partner of $675,876 were made in February 2000 to reduce
the liability. The cumulative deferred amounts do not bear interest.
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. Upon the sale of the 260 Franklin Street
building, the Partnership recorded a liability for its prorata share of the
unpaid fees. As of September 30, 2000, $1,057,092 of management and
leasing fees remained payable. Such recorded liability does not bear
interest.
<PAGE>
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 (of
which the Partnership's share is approximately $919,500). However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the obligation to
pay such deferred fees was released. As a result, such amounts were
written off and are no longer reflected in the unconsolidated venture's
balance sheet at September 30, 2000.
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). Such acquisition had no effect on the
fees payable by the Partnership under any existing agreement with such
company. In connection with the sale of Erie McClurg, a management
termination agreement was reached which required the Partnership to make
monthly payments to such company through 2010. The Partnership
subsequently disputed the amounts due under such management termination
agreement. Effective September 29, 1999, the Partnership and such company
executed a new termination agreement whereby the Partnership agreed to pay
a $659,028 termination fee in full satisfaction of all previous and future
amounts due through 2010 under the original termination agreement. Such
amount was determined primarily by estimating the future annual payments
through September 2010 to become due to such company under the original
termination agreement and discounting them to a present value at a 10% per
annum rate. At the time the new termination agreement was entered into,
officers and directors of the Corporate General Partner owned in the
aggregate an approximate 5% indirect interest in such company.
JMB/900
Pursuant to the extension of the mortgage loan and prior to the sale
of the property in November 1999, net cash flow (as defined) was paid into
an escrow account controlled by the lender. The escrow account, including
interest earned thereon, was to be used by Progress Partners for payment of
property taxes and releasing costs associated with leases which were to
expire in 1999 and 2000 (approximately 50% of the building including the
Schulte, Roth & Zabel lease). During 1999, prior to the sale of the
property, approximately $7,934,000 had been deposited into escrow from net
cash flow from property operations. The escrow balance at closing of the
property sale was approximately $16,083,000. Such escrow was released to
Progress Partners upon the sale of the property as discussed below.
In July 1998, JMB/900 entered into an agreement with two of its
venture partners in Progress Partners and a judgment creditor of those
venture partners (such judgment creditor and the venture partners are
hereinafter collectively referred to as the "Progress Parties") to resolve
outstanding claims against each other. The agreement was subject to
occurrence of various terms and conditions, which failed to occur. In a
further effort to resolve their outstanding claims and to place JMB/900 in
a position to control and market the 900 Third Avenue Building, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement"). The Settlement Agreement
generally provided for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property. Under the
Settlement Agreement and related transactions, JMB/900 and an affiliate
acquired all of the right, title and interest of the Progress Parties in
the property, Progress Partners and PC-900 and resolved all outstanding
litigation in exchange for a total payment of $16.0 million, $13.5 million
of which was paid at closing of the Settlement Agreement with the remaining
$2.5 million paid upon the sale of the property, as discussed below. In a
related agreement and for the payment of $300,000 and the release of
various claims, certain litigation and claims by and between the FDIC and
<PAGE>
JMB/900 were resolved and dismissed. As part of the settlement, the
limited partnership interests in PC-900 were assigned to 14-15 Office
Associates, L.P. ("Office Associates"), in which JMB/900 owns a 99% limited
partnership interest. P-C 900's interest in Progress Partners was then
transferred to JMB/900 and Office Associates, which became the sole
remaining partners in Progress Partners. Amendments to the joint venture
agreement of Progress Partners were made to effectuate the terms of the
settlement and the substitution of partners.
On November 2, 1999, JMB/900, through Progress Partners, sold the
property for approximately $163,000,000 to an unaffiliated third party.
Upon closing, Progress Partners received cash from the sale of
approximately $62,300,000 (net of closing costs but before prorations).
The cash received was also net of the repayment of the mortgage loan
secured by the property of approximately $87,000,000, a prepayment penalty
of approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000. As a
result of this sale, Progress Partners recognized a gain of approximately
$54,000,000 and $77,000,000 for financial reporting and Federal income tax
purposes, respectively. The Partnership's share of such items was
approximately $35,900,000 and $51,400,000, respectively. As is customary
in such transactions, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000. As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for such
representations, warranties, covenants and certain other costs. As a
result of a claim made by the buyer under the sale contract, in September
2000, Progress Partners received approximately $1,800,000 as a return of a
portion of such amounts placed in escrow, plus interest earned thereon.
Progress Partners currently expects that it will receive approximately one-
half of the remaining amount once such claim has been settled.
As Progress Partners had committed to a plan to sell or dispose of the
property, the 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, has not been subject to
continued depreciation beyond such date for financial reporting purposes.
CALIFORNIA PLAZA
On December 23, 1999, the Partnership, through a joint venture, C-C
California Plaza Partnership (the "Venture"), sold the California Plaza
office building. Upon closing, the Venture received cash of $6,754,665
(net of closing costs but before prorations). The cash was also net of the
repayment of the mortgage loan secured by the property of approximately
$64,100,000. The terms of the Venture agreement generally provided that
the unaffiliated venture partner did not participate in any sale proceeds
until (i) the Partnership's cumulative preferred return, as defined, had
been satisfied and (ii) the Partnership received up to an additional
$20,000,000 in sale proceeds. Therefore, the Partnership was entitled to
and received all of the proceeds from the sale of the property.
Additionally, in connection with the sale of the property, the Venture
received the balance of cash receipts (approximately $3,400,000) in a
reserve account that had been controlled by the mortgage lender for the
payment of future costs, including tenant improvements, leasing commissions
and capital improvements for the Property. The terms of the Venture
agreement generally provided that net cash receipts would be distributed to
the Partnership until the Partnership's cumulative preferred return, as
defined, had been satisfied. Therefore, the Partnership received a
distribution from the venture in an amount equal to the funds released from
the reserve account.
<PAGE>
The property had been classified as held for sale or disposition as of
December 31, 1996, and therefore, had not been subject to continued
depreciation after such date. As a result of this sale, the Venture
recognized a gain of $23,089,381 and $49,334,171 for financial reporting
and Federal income tax purposes, respectively. The Partnership's share of
such items was $23,089,381 and $29,545,904, respectively. As is customary
in such transactions, the Venture agreed to certain representations,
warranties and covenants with a stipulated survival period, which expires
on December 25, 2000. Although it is not expected, the Venture and the
Partnership may ultimately have some liability under such representations,
warranties and covenants, which is limited to actual damages and shall, in
no event, exceed $2,000,000. In addition, the Partnership made certain
representations and indemnities to the purchaser and the title insurance
company relating to its right to cause a sale of the property.
In 1998, the Venture reached a settlement agreement with a former
tenant and accepted a promissory note in the principal amount of $275,000
with payments of principal and interest amortized over five years. The
Partnership, on behalf of the venture, assumed the rights to the note upon
the sale of the California Plaza office building. As of September 30,
2000, the outstanding balance of the note receivable was $176,101 which is
included in current portion of note receivable and long-term portion of
note receivable. The Partnership is discussing with the former tenant an
early payoff of the promissory note on a discounted basis.
PIPER JAFFRAY TOWER
Occupancy of the building at the end of the third quarter of 2000 was
65%.
As expected, U.S. Bancorp Piper Jaffray Inc. ("PJI"), which occupied
335,684 square feet or approximately 46% of the building's rentable square
feet vacated the majority of its space (approximately 222,000 square feet)
and moved to a recently completed office tower upon expiration of its lease
on May 31, 2000. However, PJI extended a portion of its former space
(approximately 114,000 square feet) through May 31, 2002, although the new
rental rates, while at market rates, are significantly less than rental
rates under the previous PJI lease. Additionally, Piper has executed new
long-term leases representing an additional approximately 130,000 square
feet. The property manager has been actively pursuing replacement tenants
for the balance of the PJI space; however, given the extremely competitive
nature of the downtown Minneapolis market due to a significant amount of
new office construction, not all of the PJI space was released quickly
enough to generate sufficient cash flow to fund the required debt service
payments. As a result, Piper has not made the required debt service
payments under the mortgage loan since June 1, 2000, and is in monetary
default under such loan. Such default led to the appointment of a receiver
and a foreclosure sale of the property as described below.
The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender is essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.
During 1999, no such cash flow was generated.
On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default. Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000
representing property management fees was deposited and approximately
$970,000 was withdrawn from the escrow account for certain leasing costs in
2000. The escrow balance as of July 20, 2000 was approximately $5,146,000.
Such balance was applied to the outstanding principal balance of the loan
on July 20, 2000, as a result of the default. The manager of the property
(which was an affiliate of the Corporate General Partner through November
1994) had agreed to defer receipt of its management fee and receive the
payment thereof out of the amount available from the escrow account. As of
<PAGE>
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, obligation to pay the deferred fees was released.
As a result, such fees were written off in the third quarter of 2000.
JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction. Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building. In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
fees in connection with the transaction, within certain limitations, the
Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building. On July 20, 2000, the Court approved the stipulation and
appointed a receiver on behalf of the lender. On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property at any
time within six months from the date of such sale. JMB/Piper currently
expects that title to the land and building will transfer to the lender
sometime in mid-2001. Such transfer would result in Piper, JMB/Piper, and
the Partnership, realizing a significant amount of gain for both financial
reporting and Federal income tax purposes in 2001, the year of expected
disposition, with no distributable proceeds from such disposition.
However, there can be no assurance that such disposition will be completed
within the time frame currently anticipated.
As JMB/Piper has committed to a plan to sell or dispose of the
property, JMB/Piper has reclassified the Piper Jaffray Tower as held for
sale or disposition as of July 1, 2000, and therefore, it is not subject to
continued depreciation beyond such date for financial reporting purposes.
WELLS FARGO CENTER
The mortgage note secured by the property (with a balance of
approximately $178,000,000 as of September 30, 2000), 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 limited
liability company that owns the property, which has an adjusted principal
balance of approximately $40,830,000, and accrued interest of approximately
$26,981,000 at September 30, 2000, is due September 2003. The note accrues
interest at 17% per annum and requires payments of cash flow distributed by
the limited liability company from either property operations or sales
proceeds as well as a portion of the property management fee paid to the
unaffiliated member in the limited liability company. The loan is
nonrecourse and secured solely by the Partnership's interest in the limited
liability company.
The Partnership is currently exploring the disposition of its interest
in the limited liability company prior to the maturity of the loans. At
maturity of the loans, it is not anticipated that further modifications or
extensions can be obtained. This would likely result in a lender taking
title to the property or the Partnership's interest in the limited
liability company. In either event, the Partnership would no longer have
an ownership interest in the property, which would result in a significant
amount of taxable income to the Partnership for Federal income tax purposes
<PAGE>
with no corresponding distributable proceeds. Since the terms of the
modified mortgage note and the promissory note secured by the Partnership's
interest in the limited liability company make it highly unlikely that the
Partnership would recover any incremental investment, the Partnership has
decided not to commit any significant additional amounts to the property.
Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower in 1996, the Partnership has ceased loss recognition
relative to its real estate investment and has reversed those previously
recognized losses that the Partnership is no longer obligated to fund. The
Partnership has no future funding obligation for its investment in Wells
Fargo Center - South Tower. Accordingly, the Partnership has discontinued
the application of the equity method of accounting and additional losses
from the investment in Wells Fargo Center - South Tower will not be
recognized.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for JMB/Piper and JMB/Piper II
for the nine months ended September 30, 2000 and 1999 are as follows:
2000 1999
----------- ----------
Total income from properties
(unconsolidated) . . . . . . . . . . . . $13,141,812 13,940,364
=========== ==========
Operating profit (loss) of ventures. . . . $ 1,623,328 (5,029,668)
=========== ==========
Partnership's share of
operating profit (loss). . . . . . . . . $ 811,664 (2,514,834)
=========== ==========
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 1999
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 2000 and December 31, 1999 and for
the three and nine months ended September 30, 2000 and 1999.
<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 (the "Notes") to the accompanying
financial statements for additional information concerning the
Partnership's investments.
At September 30, 2000, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $9,965,000. Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for working capital requirements, potential liabilities related
to the representations, warranties and covenants made upon the sale of the
California Plaza office building and potential future distributions to the
partners, including affiliated venture partners. The Wells Fargo Center -
South Tower investment property is restricted as to the use of excess cash
flows by escrow agreements negotiated pursuant to loan modifications.
Amounts held in escrow may be used for payment of tenant improvements and
other expenses related to the property. As discussed in more detail in the
Notes, a receiver has been appointed for the Piper Jaffray Tower on behalf
of the mortgage lender, and cash flow generated by the property is under
the control of the receiver. Due to property specific concerns discussed
in the Notes, the Partnership does not consider its remaining investment
properties to be potential significant sources of future cash generated
from sales or operations.
In connection with the sale of the 900 Third Avenue Building in
November 1999, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000. As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for such
representations, warranties, covenants and certain other costs. As a
result of a claim made by the buyer under the sale contract, in September
2000, Progress Partners received approximately $1,800,000 as a return of a
portion of such amounts placed in escrow, plus interest earned thereon.
Progress Partners currently expects that it will receive approximately one-
half of the remaining amount once such claim has been settled.
In February 2000, JMB/900 distributed approximately $26,400,000, which
was included in the Partnership's cash and cash equivalents at December 31,
1999, to Carlyle-XIV (the Partnership's affiliated partner in the JMB/900
venture) representing Carlyle-XIV's share of sales proceeds and cash flow
generated from the operations of the 900 Third Avenue office building.
The Partnership, in February 2000, made a distribution of
approximately $39,906,000 ($90 per Interest) of sale proceeds (primarily
related to the sales of the California Plaza office building and the 900
Third Avenue office building) to the Holders of Interests. Additionally,
in February 2000, the Partnership made a distribution of approximately
$17,736,000 ($40 per Interest) to the Holders of Interests and
approximately $739,000 to the General Partners from Partnership operational
cash flow. The Corporate General Partner also received its management fee
of approximately $1,232,000 related to the February 2000 distribution of
operational cash flow. The Partnership made a distribution of cash flow
from operations of approximately $4,434,000 ($10 per interest) to the
Holders of Interests and $185,000 to the General Partners in August 2000.
The General Partners received a management fee of approximately $308,000 in
connection with this distribution.
<PAGE>
The General Partners and their affiliates previously deferred property
management and leasing fees and advances payable to them in an aggregate
amount of approximately $2,652,500 relating to certain of the Partnership's
investment properties, which amount included the Partnership's
proportionate share of deferred management and leasing fees for its
consolidated and unconsolidated entities. In February 2000, the advances
(approximately $676,000) were repaid to an affiliate of the General
Partners. In conjunction with the appointment of a receiver for the Piper
Jaffray Tower in July 2000, the obligation to pay deferred management and
leasing fees for that property (of which approximately $919,500 was the
Partnership's share payable to an affiliate of the General Partners) was
released. At September 30, 2000, approximately $1,057,000 (approximately
$2 per Interest) of deferred management and leasing fees remain payable to
the General Partners or their affiliates. The deferred fees do not bear
interest.
The Partnership had budgeted in 2000 approximately $2,848,000 (of
which approximately $691,000 has been incurred as of September 30, 2000)
for its share of tenant improvements and other capital expenditures at the
Piper Jaffray Tower. However, as a result of the stipulation agreement
(discussed below), the Partnership has no funding obligations for these
items. The receiver appointed for the property has assumed responsibility
for payment of the costs and expenses of the property out of the cash flow
generated from its operations. The Partnership has not budgeted any
amounts, and has no funding obligations for its other remaining investment
properties.
As discussed in the Notes, JMB/Piper, on behalf of Piper, had been
negotiating with the lender to transfer title to the property through a
deed in lieu of foreclosure. JMB/Piper and the lender were unable to reach
an agreement related to such a transaction. Consequently, and as a result
of the monetary default discussed above, the lender began legal proceedings
to realize upon its security in the building. In consideration for, among
other things, Piper and all of its constituent partners (collectively, the
"Defendants") being released under the loan documents upon the expiration
of the redemption period for foreclosure on the property and for payment of
the Defendants' fees in connection with the transaction, within certain
limitations, the Defendants executed a stipulation agreement consenting to
a foreclosure sale of the property, including the fee interest in the land
underlying the building. On July 20, 2000, the Court approved the
stipulation and appointed a receiver on behalf of the lender. On
September 26, 2000, a sheriff's sale of the property occurred at which the
lender received a sheriff's certificate of sale, subject to redemption of
the property at any time within six months from the date of such sale.
JMB/Piper currently expects that title to the land and building will
transfer to the lender sometime in mid-2001. Such transfer would result in
Piper, JMB/Piper, and the Partnership, realizing a significant amount of
gain for both financial reporting and Federal income tax purposes in 2001,
the year of expected disposition, with no distributable proceeds from such
disposition. However, there can be no assurance that such disposition will
be completed within the time frame currently anticipated.
As discussed in the Notes, the Partnership is currently exploring the
disposition of its interest in the limited liability company which owns the
Wells Fargo Center - South Tower prior to the maturity in 2003 of the loans
secured by the property or the Partnership's interest in the limited
liability company. At maturity of the loans, it is not anticipated that
further modifications or extensions can be obtained. This would likely
result in a lender taking title to the property or the Partnership's
interest in the limited liability company. In either event, the
Partnership would no longer have an ownership interest in the property,
which would result in income to the Partnership for Federal income tax
purposes with no corresponding distributable proceeds.
<PAGE>
The Partnership's and its ventures' obligations generally are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio, and the Partnership
and its ventures are not personally liable for the payment of the
indebtedness. The Partnership does not intend to commit any significant
additional funds to either the Wells Fargo Center - South Tower or the
Piper Jaffray Tower.
Although the Partnership expects to make minimal future cash
distributions, aggregate distributions received by Holders of Interests
over the entire term of the Partnership will be substantially less than
one-third 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 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 particular, the Piper Jaffray Tower and Wells Fargo
Center - South Tower investment properties have 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
unlikely that the Partnership will receive any proceeds from operations or
sales of either of these properties. However, upon disposition of these
properties or the Partnership's interest therein, the Partnership, and
therefore, the Holders of Interests, will recognize a substantial amount of
taxable income with no distributable proceeds. For certain Holders of
Interests, such taxable income 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 primarily due to the acquisition by JMB/900 of the interests
of the FDIC and the unaffiliated venture partners in Progress Partners in
March 1999 (resulting in the consolidation of JMB/900) and the sales of the
900 Third Avenue office building and the California Plaza office building
in November 1999 and in December 1999, respectively.
The decrease in cash and cash equivalents at September 30, 2000 as
compared to December 31, 1999 is primarily due to distributions in February
and August 2000 of cash flow from sales and operations of approximately
$57,641,000 and $4,434,000, respectively, to the Holders of Interests and
approximately $739,000 and $185,000, respectively, to the General Partners
and the payment of management fees to the Corporate General Partner of
approximately $1,540,000 related to such distributions. Additionally, such
decrease and the related decrease in venture partner's subordinated equity
in venture is due to the distribution made by JMB/900, in February 2000, of
approximately $26,400,000 to Carlyle-XIV, representing its share of sales
proceeds and cash flow generated from the operations of the 900 Third
Avenue Office Building.
The decrease in interest, rents and other receivables at September 30,
2000 as compared to December 31, 1999 is primarily due to a lower average
cash balance available for investment as a result of the distributions
discussed above.
The decrease in escrow deposits at September 30, 2000 as compared to
December 31, 1999 is primarily due to the release of a portion of the
escrow account in the amount of approximately $1,798,000 related to the
sale of the 900 Third Avenue Office Building upon the expiration on
September 15, 2000 of the representations, warranties and covenants related
to such sale.
The decrease in accounts payable at September 30, 2000 as compared to
December 31, 1999 is primarily due to the repayments to an affiliate of the
General Partners of advances previously made.
<PAGE>
The increase in long-term debt at September 30, 2000 as compared to
December 31, 1999 is primarily due to the interest accrual on the
promissory note secured by the Partnership's interest in the limited
liability company that owns the Wells Fargo Center - South Tower.
The decrease in the liability investment in unconsolidated ventures,
at equity at September 30, 2000 as compared to December 31, 1999 and the
related increase in Partnership's share of extraordinary items of
unconsolidated ventures for the three and nine months ended September 30,
2000 as compared to the same periods in 1999 is primarily due to the
writeoff of certain deferred management fees as a result of the appointment
of a receiver at the Piper Jaffray Tower.
The increase in Partnership's share of earnings (loss) from
unconsolidated ventures for the three and nine months ended September 30,
2000 as compared to the same period in 1999 is primarily due to the
acquisition by JMB/900 of the interests of the FDIC and the unaffiliated
venture partners in Progress Partners in March 1999 and the cessation of
the recording of depreciation from July 1, 2000 as a result of the Piper
Jaffray Tower being reclassified as held for sale as of that date. These
amounts are partially offset by lower income being generated at the Piper
Jaffray Tower as a result of the decrease in occupancy.
The increase in interest income for the nine months ended
September 30, 2000 as compared to the same period in 1999 is primarily due
to the temporary investment of the proceeds from the sales and cash flow
from operations of the 900 Third Avenue Office Building and the California
Plaza Office Building. Portions of such funds were distributed in February
and August 2000 as discussed above.
The increase in management fees to Corporate General Partners for the
nine months ended September 30, 2000 as compared to the same period in 1999
is due to the distribution of cash flow from operations to the General
Partners and Holders of Interests in February and August 2000. The
management fee is based upon a percentage of the cash flow distributed from
operations.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 20, 2000, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. 222 SOUTH NINTH STREET LIMITED PARTNERSHIP, OB
JOINT VENTURE, JMB/PIPER JAFFRAY TOWER ASSOCIATES, CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-XIV, JMB/PIPER JAFFRAY TOWER ASSOCIATES II, CAMPBELL-
MITHUN-ESTY, L.L.C., U.S. BANCORP PIPER JAFFRAY INC. JMB REALTY
CORPORATION, OB JOINT VENTURE II AND LHDL REALTY LIMITED PARTNERSHIP was
initiated in and an order for judgement entered by Minnesota District Court
of Hennepin County, Minnesota. In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
note secured by the Piper Jaffray Tower, sought the enforcement of its
security interest and the appointment of a receiver for the benefit of the
lender to take exclusive possession, control and operation of the property.
Due to a substantial amount of space vacated by a major tenant at the
expiration of its lease in May 2000, the property owning venture has not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000. In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their fees in
connection with the transaction, within certain limitations, the defendants
listed above executed a stipulation consenting to the foreclosure sale of
the property. In July 2000, the Court approved the stipulation agreement,
granted Teachers' application and entered an order for a receiver to take
exclusive possession, control and operation of the property. Accordingly,
the receiver has control of the property and its operations. In September
2000, a sheriff's sale of the property was held, and the lender was granted
certain rights to the title of the property in 2001. Title to the property
is currently expected to be transferred to Teachers or its designee in
2001. However, there can be no assurance that the lender will take title
to the property or that such disposition will be completed within the time
frame currently anticipated.
The Partnership is not subject to any other material legal
proceedings.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The joint venture that owns the Piper Jaffray Tower has not made all
of the scheduled debt service payments on the mortgage note secured by the
property since June 1, 2000. As of September 30, 2000 aggregate amounts
due to the lender were approximately $100,154,000, including certain
default interest. Reference is made to the subsection entitled "JMB/Piper"
in the Notes to the Financial Statements filed with this report for a
further discussion of the default under the mortgage loan secured by the
Piper Jaffray Tower, which discussion is hereby incorporated 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 2000.
<CAPTION>
1999 2000
-------------------------------------- ------------------------------
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. Piper Jaffray Tower
Minneapolis, Minnesota. . . . . 89% 89% 89% 91% 92% 65% 65%
2. Wells Fargo Center
- South Tower
Los Angeles, California . . . . * * * * * * *
<FN>
An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership. Reference is made to the Notes for further information
regarding the reorganized and restructured venture.
</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.
10(a). Stipulation Agreement, dated July 20, 2000 between
Teachers Insurance and Annuity Association of America (Plaintiff) and 222
S. Ninth Street Limited Partnership, et al. (Defendants) is hereby filed
herewith.
27. Financial Data Schedule
---------------
(b) No reports on Form 8-K have been filed during 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: November 10, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 2000
