-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GvMBMiMoCXQsRqW54hn4Z6r2x94pMkDgeLvloTQ2wrhTT1GlTrGXp51HJpngJ7D0 FdoRFGAMKHFRnLk1NUiAbw== 0000711642-00-000173.txt : 20000516 0000711642-00-000173.hdr.sgml : 20000516 ACCESSION NUMBER: 0000711642-00-000173 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XV CENTRAL INDEX KEY: 0000314690 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942625577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09680 FILM NUMBER: 634255 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 10QSB 1 FIRST QUARTER 10-QSB FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-9680 CENTURY PROPERTIES FUND XV (Exact name of small business issuer as specified in its charter) California 94-2625577 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, PO Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XV CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 2000
Assets Cash and cash equivalents $ 4,943 Receivables and deposits 103 Restricted escrows 419 Other assets 423 Investment properties: Land $ 5,766 Buildings and related personal property 35,722 41,488 Less accumulated depreciation (21,606) 19,882 $ 25,770 Liabilities and Partners' (Deficit) Capital Liabilities Accounts payable $ 26 Tenant security deposit liabilities 65 Accrued property taxes 217 Other liabilities 448 Mortgage notes payable 28,200 Distribution payable 4,257 Partners' Deficit General partners $ (1,385) Limited partners (89,980 units issued and outstanding) (6,058) (7,443) $ 25,770
See Accompanying Notes to Consolidated Financial Statements b) CENTURY PROPERTIES FUND XV CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 2000 1999 Revenues: Rental income $ 1,896 $1,913 Other income 85 71 Total revenues 1,981 1,984 Expenses: Operating 569 611 General and administrative 186 119 Depreciation 362 339 Interest 508 447 Property taxes 244 153 Total expenses 1,869 1,669 Income before extraordinary loss on early extinguishment of debt 112 315 Extraordinary loss on early extinguishment of debt (474) -- Net (loss) income $ (362) $ 315 Net (loss) income allocated to general partners (2%) $ (7) $ 6 Net (loss) income allocated to limited partners (98%) (355) 309 $ (362) $ 315 Per limited partnership unit: Income before extraordinary loss $ 1.22 $ 3.43 Extraordinary loss (5.17) -- Net (loss) income $ (3.95) $ 3.43 Distributions per limited partnership unit $103.25 $ 4.90
See Accompanying Notes to Consolidated Financial Statements c) CENTURY PROPERTIES FUND XV CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPTIAL (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 89,980 $ -- $89,980 $89,980 Partners' (deficit) capital at December 31, 1999 89,980 $(1,188) $ 3,587 $ 2,399 Distribution to partners -- (190) (9,290) (9,480) Net loss for the three months ended March 31, 2000 -- (7) (355) (362) Partners' deficit at March 31, 2000 89,980 $(1,385) $(6,058) $(7,443)
See Accompanying Notes to Consolidated Financial Statements d) CENTURY PROPERTIES FUND XV CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 2000 1999 Cash flows from operating activities: Net (loss) income $ (362) $ 315 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 362 339 Amortization of loan costs 15 19 Extraordinary loss on early extinguishments of debt 474 -- Change in accounts: Receivables and deposits 563 16 Other assets (20) (9) Accounts payable (12) (2) Tenant security deposit liabilities -- (2) Accrued property taxes (577) (61) Other liabilities 135 (9) Net cash provided by operating activities 578 606 Cash flows from investing activities: Net deposits to restricted escrows (294) (40) Property improvements and replacements (100) (137) Net cash used in investing activities (394) (177) Cash flows from financing activities: Payments on mortgage notes payable -- (33) Repayment of mortgage note payable (14,249) -- Proceeds from mortgage note payable 23,700 -- Debt extinguishment costs (411) -- Loan costs paid (254) -- Distributions to partners (5,754) (450) Net cash provided by (used in) financing activities 3,032 (483) Net increase (decrease) in cash and cash equivalents 3,216 (54) Cash and cash equivalents at beginning of period 1,727 1,143 Cash and cash equivalents at end of period $ 4,943 $ 1,089 Supplemental disclosure of cash flow information: Cash paid for interest $ 331 $ 428 Supplemental disclosure of non-cash activity: Distribution payable $ 4,257 $ --
See Accompanying Notes to Consolidated Financial Statements e) CENTURY PROPERTIES FUND XV NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Century Properties Fund XV (the "Partnership" or the "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2000, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999. Principles of Consolidation The Partnership's financial statements include the accounts of Century Lakeside Place, L.P., a limited partnership in which the Partnership owns a 99% limited partnership interest. The Partnership has the ability to control the major operating and financial policies of the partnership. All interpartnership transactions have been eliminated. Note B - Transfer of Control Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust merged into Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the Managing General Partner. The Managing General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following transactions with affiliates of the Managing General Partner were incurred during the three months ended March 31, 2000 and 1999: 2000 1999 (in thousands) Property management fees (included in operating expenses) $ 99 $100 Reimbursement for services of affiliates (included in general and administrative expenses and investment properties) 37 31 Partnership management fee (included in general and administrative expense) 120 50 During the three months ended March 31, 2000 and 1999, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from both of the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $99,000 and $100,000 for the three months ended March 31, 2000 and 1999, respectively. An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $37,000 and $31,000 for the three months ended March 31, 2000 and 1999, respectively. Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership fee equal to 10% of the Partnership's adjusted cash from operations as distributed. Partnership management fees of $120,000 and $50,000 were earned and paid during the three month period ended March 31, 2000 and 1999, respectively. The Partnership management fee earned during the three months ended March 31, 2000 will be paid during the second quarter. AIMCO and its affiliates currently own 54,594.34 limited partnership units in the Partnership representing 60.67% of the outstanding units. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will make one or more additional offers to acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters. As a result of its ownership of 60.67% of the outstanding units, AIMCO is in a position to influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of their affiliation with the Managing General Partner. However, Riverside Drive LLC, an affiliate which owns 35,473.17 of the limited partnership units, is required to vote its Units: (i) against any proposal to increase the fees and other compensation payable by the Partnership to the Managing General Partner and any of its affiliates; and (ii) with respect to any proposal made by the Managing General Partner or any of its affiliates, in proportion to votes cast by other unit holders. Except for the foregoing, no other limitations are imposed on Riverside's right to vote each Unit acquired. Note D - Extraordinary Loss on Early Extinguishment of Debt The Partnership refinanced the mortgage encumbering Lakeside Place Apartments on February 4, 2000. The refinancing replaced indebtedness of approximately $14,249,000 with a new mortgage of $23,700,000. The mortgage was refinanced at an interest rate of 8.34% compared to the previous interest rate of 9.60%. Monthly installments of principal and interest, of approximately $203,000 commenced on April 1, 2000 and will end on March 1, 2020. Capitalized loan costs incurred for the refinancing were approximately $254,000. The Partnership recognized an extraordinary loss on the early extinguishment of debt in the amount of approximately $474,000, consisting of a prepayment penalty and the write-off of unamortized loan costs on the previous mortgage. Note E - Distributions At December 31, 1999, a distribution payable of approximately $531,000 (approximately $520,000 to the limited partners or $5.78 per limited partnership unit) was accrued and subsequently paid in January 2000. A cash distribution from operations of approximately $450,000 (approximately $441,000 to the limited partners or $4.90 per limited partnership unit) was made during the three months ended March 31, 1999. In addition, the Partnership declared a distribution of approximately $9,480,000 ($9,290,000 to the limited partners or $103.24 per limited partnership unit) in the first quarter of 2000, consisting of approximately $8,398,000 (approximately $8,230,000 to the limited partners or $91.46 per limited partnership unit) of refinance proceeds from Lakeside Place and approximately $1,082,000 (approximately $1,060,000 to the limited partners or $11.78 per limited partnership unit) from operations. Approximately $5,223,000 of this distribution was paid to affiliates of the Managing General Partner during the quarter ended March 31, 2000. The remaining $4,257,000 was paid subsequent to March 31, 2000. Note F - Segment Reporting Description of the types of products and services from which the reportable segment derives its revenues: The Partnership has one reportable segment: residential properties. The Partnership's residential property segment consists of two apartment complexes located in Texas. The Partnership rents apartment units to tenants for terms that are typically twelve months or less. Measurement of segment profit or loss: The Partnership evaluates performance based on segment profit (loss) before depreciation. The accounting policies of the reportable segment are the same as those of the Partnership as described in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1999. Factors management used to identify the enterprise's reportable segments: The Partnership's reportable segment consists of investment properties that offer similar products and services. Although each of the investment properties is managed separately, they have been aggregated into one segment as they provide services with similar types of products and customers. Segment information for the three month periods ended March 31, 2000 and 1999 is shown in the tables below (in thousands). The "Other" column includes partnership administration related items and income and expense not allocated to the reportable segment. 2000 Residential Other Totals Rental income $ 1,896 $ -- $ 1,896 Other income 74 11 85 Interest expense 508 -- 508 Depreciation 362 -- 362 General and administrative expense -- 186 186 Extraordinary loss (474) -- (474) Segment loss (187) (175) (362) Total assets 22,020 3,750 25,770 Capital expenditures for investment properties 100 -- 100 1999 Residential Other Totals Rental income $ 1,913 $ -- $ 1,913 Other income 64 7 71 Interest expense 447 -- 447 Depreciation 339 -- 339 General and administrative expense -- 119 119 Segment profit (loss) 427 (112) 315 Total assets 22,174 801 22,975 Capital expenditures for investment properties 137 -- 137 Note G - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, the Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia ("Insignia Affiliates") of interests in certain general partner entities, past tender offers by Insignia Affiliates to acquire limited partnership units, the management of partnerships by Insignia Affiliates and the Insignia Merger (see "Note B - Transfer of Control"). The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who own units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Superior Court of the State of California, County of San Mateo, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of class plaintiffs' counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. Certain plaintiffs have filed a motion to disqualify some of the plaintiffs' counsel in the action. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Partnership from time to time. The discussion of the Partnership's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Partnership's business and results of operation. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of two residential apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 2000 and 1999: Average Occupancy Property 2000 1999 Lakeside Place Apartments (1) 91% 94% Houston, Texas Preston Creek Apartments 94% 94% Dallas, Texas (1) The Managing General Partner attributes the decrease in occupancy to increased competition in the local market. Results of Operations The Partnership's net loss for the three months ended March 31, 2000 was approximately $362,000 compared to net income of approximately $315,000 for the three months ended March 31, 1999. The increase in net loss is primarily due to the recognition of an extraordinary loss on the early extinguishment of debt during the three months ended March 31, 2000 (see discussion below) and an increase in total expenses. The increase in total expenses is primarily due to an increase in property tax, general and administrative, and interest expenses partially offset by decreased operating expenses. The increase in property tax expense is due to the timing of the receipt of the tax bills which effected the accrual of taxes at March 31, 2000 and 1999. Interest expense increased as a result of the mortgage refinancing at Lakeside Apartments in February 2000 resulting in approximately a $9,451,000 increase in mortgage principal. Operating expenses decreased primarily due to a decrease in property expenses. Property expenses decreased as a result of decreased maintenance salary expense at both Lakeside Place and Preston Creek, in addition, to a decreased utility expense at Lakeside Place. General and administrative expense increased as a result of fees paid to the Managing General Partner due to the increase in the operating distribution allowed per the Partnership Agreement. Included in general and administrative expenses at both March 31, 2000 and 1999, are reimbursements to the Managing General Partner allowed under the Partnership Agreement associated with its management of the Partnership. In addition, costs associated with the quarterly communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Liquidity and Capital Resources At March 31, 2000, the Registrant had cash and cash equivalents of approximately $4,943,000 as compared to approximately $1,089,000 at March 31, 1999. For the three months ended March 31, 2000, cash and cash equivalents increased by approximately $3,216,000 from the Partnership's year ended December 31, 1999. The increase in cash and cash equivalents is due to approximately $3,032,000 of cash provided by financing activities and approximately $578,000 of cash provided by operating activities which was partially offset by approximately $394,000 of cash used in investing activities. Cash provided by financing activities consisted of refinancing proceeds from Lakeside Place, partially offset by principal payoff of the debt encumbering Lakeside Place, debt extinguishment costs, loan costs paid, advances to limited partners and a distribution to partners. Cash used in investing activities consisted of capital improvements and replacements and net deposits to escrow accounts maintained by the mortgage lenders. The Registrant invests its working capital reserves in money market accounts. An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, the Managing General Partner does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Registrant and to comply with Federal, state, and local legal and regulatory requirements. Capital improvements planned for the Partnership's properties are detailed below. Lakeside Place Apartments Approximately $398,000 has been budgeted for capital improvements at Lakeside Place Apartments for the year 2000 consisting primarily of furniture and fixture replacements, floor covering replacements, plumbing enhancements, air conditioning improvements, appliance replacements, and electrical enhancements. During the three month period ended March 31, 2000, the Partnership completed approximately $75,000 of capital improvements at Lakeside Place Apartments consisting primarily of light fixture enhancements, appliance replacements, floor covering replacements, office equipment, and roof replacements. These improvements were funded from operations and replacement reserves. Additional improvements may be considered and will depend on the physical condition of the property as well as the replacement reserves and anticipated cash flow generated by the property. Preston Creek Apartments Approximately $137,000 has been budgeted for capital improvements at Preston Creek Apartments for the year 2000 consisting primarily of interior decoration, floor covering replacements, and parking lot improvements. During the three month period ended March 31, 2000, the Partnership completed approximately $25,000 of capital improvements at Preston Creek Apartments consisting primarily of appliance replacements, floor covering replacements, and interior decoration. These improvements were funded from operations. Additional improvements may be considered and will depend on the physical condition of the property as well as the replacement reserves and anticipated cash flow generated by the property. The additional capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that such budgeted capital improvements are completed, the Registrant's distributable cash flow, if any, may be adversely affected at least in the short term. The Partnership refinanced the mortgage encumbering Lakeside Place Apartments on February 4, 2000. The refinancing replaced indebtedness of approximately $14,249,000 with a new mortgage of $23,700,000. The mortgage was refinanced at an interest rate of 8.34% compared to the previous interest rate of 9.60%. Monthly installments of principal and interest, of approximately $203,000 commenced on April 1, 2000 and will end on March 1, 2020. Capitalized loan costs incurred for the refinancing were approximately $254,000. The Partnership recognized an extraordinary loss on the early extinguishment of debt in the amount of approximately $474,000 which consisted of a prepayment penalty and the write-off of unamortized loan costs on the previous mortgage. The Partnership's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness of approximately $28,200,000 is amortized over varying periods with maturity dates of November 2003 and March 1, 2020. The Managing General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Registrant will risk losing such properties through foreclosure. At December 31, 1999, a distribution payable of approximately $531,000 (approximately $520,000 to the limited partners or $5.78 per limited partnership unit) was accrued and subsequently paid in January 2000. A cash distribution from operations of approximately $450,000 (approximately $441,000 to the limited partners or $4.90 per limited partnership unit) was made during the three months ended March 31, 1999. In addition, the Partnership declared a distribution of approximately $9,480,000 ($9,290,000 to the limited partners or $10.32 per limited partnership unit) in the first quarter of 2000, consisting of approximately $8,398,000 (approximately $8,230,000 to the limited partners or $91.46 per limited partnership unit) of refinance proceeds from Lakeside Place and approximately $1,082,000 (approximately $1,060,000 to the limited partners or $11.78 per limited partnership unit) from operations. Approximately $5,223,000 of this distribution was paid to affiliates of the Managing General Partner during the quarter ended March 31, 2000. The remaining $4,257,000 was paid subsequent to March 31, 2000. The Partnership's distribution policy is reviewed on a semi-annual basis. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, refinancings and/or property sales. There can be no assurance, however, that the Registrant will generate sufficient funds from operations after required capital expenditures to permit further distributions to its partners during the remainder of 2000 or subsequent periods. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, the Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging the acquisition by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia ("Insignia Affiliates") of interests in certain general partner entities, past tender offers by Insignia Affiliates to acquire limited partnership units, the management of partnerships by Insignia Affiliates and the Insignia Merger (see "Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer of Control"). The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs have filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to final court approval, on behalf of the Partnership and all limited partners who own units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Superior Court of the State of California, County of San Mateo, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of class plaintiffs' counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. Certain plaintiffs have filed a motion to disqualify some of the plaintiffs' counsel in the action. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended March 31, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PROPERTIES FUND XV By: FOX CAPITAL MANAGEMENT CORPORATION Its Managing General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: EX-27 2 FIRST QUARTER 10-QSB
5 This schedule contains summary financial information extracted from Century Properties Fund XV 2000 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000314690 Century Properties Fund XV 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 4,943 0 0 0 0 0 41,488 21,606 25,770 0 28,200 0 0 0 (7,443) 25,770 0 1,981 0 0 1,869 0 508 0 0 112 0 (474) 0 (362) (3.95) 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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