0000711642-11-000383.txt : 20111110 0000711642-11-000383.hdr.sgml : 20111110 20111110133945 ACCESSION NUMBER: 0000711642-11-000383 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111110 DATE AS OF CHANGE: 20111110 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09680 FILM NUMBER: 111194500 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 10-Q 1 cpf15911_10q.htm FORM 10-Q FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

or

 

[ ]   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 registrant 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

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 ___

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes  [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No   X

 


PART I – FINANCIAL INFORMATION

 

 

ITEM 1.     FINANCIAL STATEMENTS

 

 

CENTURY PROPERTIES FUND XV

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

 

 

September 30,

December 31,

 

 

2011

2010

 

 

 

 

 

Assets

 

 

Cash and cash equivalents

$     89

$    488

Receivables and deposits

     192

     148

Other assets

     504

     377

Restricted escrows

     102

     309

Investment property:

 

 

Land

   3,659

   3,659

Buildings and related personal property

  41,322

  45,411

Total investment property

  44,981

  49,070

Less accumulated depreciation

  (28,301)

  (31,863)

Investment property, net

  16,680

  17,207

Total assets

$ 17,567

$ 18,529

 

 

 

Liabilities and Partners' Deficit

 

 

Liabilities

 

 

Accounts payable

$    101

$    403

Tenant security deposit liabilities

     116

     110

Accrued property taxes

     471

     603

Other liabilities

     372

     315

Due to affiliates

   8,641

   7,610

Mortgage notes payable

  26,442

  26,670

Total liabilities

  36,143

  35,711

 

 

 

Partners' Deficit

 

 

General partners

   (1,631)

   (1,603)

Limited partners

  (16,945)

  (15,579)

Total partners’ deficit

  (18,576)

  (17,182)

Total liabilities and partners’ deficit

$ 17,567

$ 18,529

 

See Accompanying Notes to Consolidated Financial Statements


 

CENTURY PROPERTIES FUND XV

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per unit data)

 

 

 

Three Months Ended

Nine Months Ended

 

September 30,

September 30,

 

2011

2010

2011

2010

Revenues:

 

 

 

 

Rental income

$ 1,422

$ 1,393

$ 4,266

$ 4,219

Other income

    237

    202

    671

    569

Total revenues

  1,659

  1,595

  4,937

  4,788

 

 

 

 

 

Expenses:

 

 

 

 

Operating

    875

    864

  2,531

  2,376

General and administrative

     53

     55

    168

    180

Depreciation

    431

    575

  1,298

  1,743

Interest

    624

    596

  1,864

  1,784

Property taxes

    156

     81

    470

    392

Total expenses

  2,139

  2,171

  6,331

  6,475

 

 

 

 

 

Casualty gain

     --

     --

     --

  1,389

 

 

 

 

 

Loss from continuing operations

    (480)

    (576)

  (1,394)

    (298)

 

 

 

 

 

Income from discontinued operations

     --

     --

     --

    110

 

 

 

 

 

Net loss

 $  (480)

 $  (576)

 $(1,394)

 $  (188)

 

 

 

 

 

Net loss allocated to general

 

 

 

 

  partners (2%)

 $   (10)

 $   (12)

 $   (28)

 $    (4)

Net loss allocated to limited

 

 

 

 

  partners (98%)

 $  (470)

 $  (564)

 $(1,366)

 $  (184)

 

 

 

 

 

Per limited partnership unit:

 

 

 

 

Loss from continuing operations

 $ (5.22)

 $ (6.27)

 $(15.18)

 $ (3.25)

Income from discontinued operations

     --

     --

     --

   1.20

Net loss per limited partnership

 

 

 

 

  unit

 $ (5.22)

 $ (6.27)

 $(15.18)

 $ (2.05)

 

See Accompanying Notes to Consolidated Financial Statements



CENTURY PROPERTIES FUND XV

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

Nine Months Ended

 

September 30,

 

2011

2010

Cash flows from operating activities:

 

 

Net loss

 $ (1,394)

 $   (188)

Adjustments to reconcile net loss to net cash used in

 

 

operating activities:

 

 

Depreciation

   1,298

   1,743

Amortization of loan costs

      18

      20

Casualty gains

      --

   (1,499)

Change in accounts:

 

 

Receivables and deposits

      (44)

      (71)

Other assets

     (145)

     (202)

Accounts payable

      (82)

      25

Tenant security deposit liabilities

       6

       (5)

Accrued property taxes

     (132)

     (225)

Other liabilities

      57

      (88)

Due to affiliates

     141

      18

Net cash used in operating activities

     (277)

     (472)

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

     (991)

   (1,690)

Net (deposits to) withdrawals from restricted escrows

      (18)

      16

Insurance proceeds received

     225

     858

Net cash used in investing activities

     (784)

     (816)

 

 

 

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

     (228)

     (212)

Payment on advances from affiliate

     (403)

      (26)

Advances from affiliate

   1,293

   1,653

Net cash provided by financing activities

     662

   1,415

 

 

 

Net increase (decrease) in cash and cash equivalents

     (399)

     127

 

 

 

Cash and cash equivalents at beginning of period

     488

     127

Cash and cash equivalents at end of period

$     89

$    254

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest, net of capitalized interest

$  1,725

$  1,730

 

 

 

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements included in

 

 

accounts payable

$     35

$    163

Insurance proceeds held on deposit with mortgage lender

$     --

$    671

 

See Accompanying Notes to Consolidated Financial Statements


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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The Partnership's general partners are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, and Fox Realty Investors ("FRI"), a California general partnership. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner, as well as the managing general partner of FRI, are affiliates of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

On July 28, 2011, the Partnership entered into an agreement and plan of merger with Century Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Partnership will be merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity.

 

In the mergers, each unit of limited partnership interest (each, a “Unit”) of the Partnership outstanding immediately prior to the consummation of the mergers will be converted into an identical unit of limited partnership interest in New CPF XV (also referred to herein as a “Unit”), following which each Unit (other than Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $45.61 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $45.61 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the mergers. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

 

In the second merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of New CPF XV. As a result, after the mergers, AIMCO Properties, L.P. will be the sole limited partner of New CPF XV, holding all outstanding Units. Fox Capital Management Corporation and Fox Realty Investors will continue to be the general partners of New CPF XV after the mergers and the Partnership’s partnership agreement prior to the mergers will be amended to reflect the mergers. 

 

Completion of the mergers is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. In addition, the terms of the mergers may be modified before the mergers are completed. As of September 30, 2011 and December 31, 2010, the Partnership had issued and outstanding 89,975 Units, and AIMCO Properties, L.P. and its affiliates owned 65,841.34 of those Units, or approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned by an affiliate of AIMCO Properties, L.P. are subject to a voting restriction, which requires such Units to be voted in proportion to the votes cast with respect to Units not subject to this voting restriction. AIMCO Properties, L.P. and its affiliates have indicated that they will vote all of their Units that are not subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the outstanding Units, in favor of the merger agreement and the mergers. As a result, affiliates of AIMCO Properties, L.P. will vote a total of approximately 50,133 Units, or approximately 55.72% of the outstanding Units in favor of the merger agreement and the mergers.  AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the mergers.

 

The accompanying consolidated statement of operations for the nine months ended September 30, 2010 reflects the operations of Preston Creek Apartments as income from discontinued operations due to its sale on August 5, 2009.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the nine months ended September 30, 2010 (in thousands):

 

 

Nine Months Ended

 

September 30, 2010

 

 

Revenues

      $     --

Expenses

            --

Casualty gain

           110

Income from discontinued operations

      $    110

 

Note B – Transactions with Affiliated Parties

 

The Partnership has no employees and depends 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.

 

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $240,000 and $234,000 for the nine months ended September 30, 2011 and 2010, respectively, which are included in operating expenses.

 

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $64,000 and $71,000 for the nine months ended September 30, 2011 and 2010, respectively, which is included in general and administrative expenses. At September 30, 2011, approximately $20,000 of reimbursements for accountable administrative expenses was owed by the Partnership and was included in due to affiliates. No reimbursements were owed at December 31, 2010.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. No partnership management fees were paid during the nine months ended September 30, 2011 and 2010, as there were no operating distributions during the respective periods.

 

AIMCO Properties, L.P., has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the nine months ended September 30, 2011 and 2010, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $1,293,000 to fund real estate taxes and casualty repairs at Lakeside Place Apartments. During the nine months ended September 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $1,653,000 to fund real estate taxes, operating expenses and capital improvements at Lakeside Place Apartments. Interest accrues at the prime rate plus 2% per annum (5.25% at September 30, 2011). Interest expense for the nine months ended September 30, 2011 and 2010 was approximately $330,000 and $289,000, respectively. During the nine months ended September 30, 2011 and 2010, the Partnership repaid advances and associated accrued interest of $612,000 and $280,000, respectively. At September 30, 2011 and December 31, 2010, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $8,621,000 and $7,610,000, respectively, which is included in due to affiliates.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its property up to certain limits through coverage provided by Aimco, which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability.  The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner.  During the nine months ended September 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $326,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year.  The Partnership was charged by Aimco and its affiliates approximately $421,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

 

Note C – Casualty Events

 

In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The cost to reconstruct the damaged units was approximately $2,044,000 including approximately $309,000 of clean up and other non-capitalizable costs. The Partnership expects to receive approximately $81,000 of insurance proceeds for lost rents, which is included in receivables and deposits at September 30, 2011. During the nine months ended September 30, 2011 and 2010, the Partnership incurred approximately $70,000 and $133,000, respectively, of clean up and other non-capitalized costs, which were included in operating expenses. As of September 30, 2011, the Partnership has received total insurance proceeds of approximately $1,533,000, which included approximately $133,000 related to clean up costs. These insurance proceeds were received during the nine months ended September 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, the Partnership recognized a casualty gain of approximately $1,370,000 as a result of the write-off of undepreciated damaged assets of approximately $30,000. The insurance proceeds received were being held in escrow with the mortgage lender and were being released to the Partnership as repairs were completed. The balance in the lender held escrow was approximately $225,000 at December 31, 2010. These funds were released to the Partnership during the nine months ended September 30, 2011. The Partnership anticipates receiving additional insurance proceeds and recognizing additional gain related to this casualty during 2011.

 

In June 2009, Preston Creek Apartments suffered storm damage to the roofing on its buildings.  The roofs were repaired in July 2009 at a cost of approximately $110,000. During the nine months ended September 30, 2010, the Partnership received approximately $110,000 of insurance proceeds related to this event, which is included in income from discontinued operations.  Preston Creek Apartments was sold to a third party on August 5, 2009.

 

In April 2009, Lakeside Place Apartments suffered storm damage to twelve of its rental units of approximately $26,000. During the nine months ended September 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the nine months ended September 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000.

 

Note D – Fair Value of Financial Instruments

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term mortgage notes payable. At September 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $31,929,000.

 

Note E – Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

 

Note F – Investment Property

 

During the nine months ended September 30, 2011, the Partnership retired and wrote-off personal property no longer being used that had a cost basis of approximately $4,860,000 and accumulated depreciation of approximately $4,860,000.

 


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

 

The Partnership's investment property consists of one residential apartment complex.  The following table sets forth the average occupancy of the property for the nine months ended September 30, 2011 and 2010:

 

 

Average Occupancy

Property

2011

2010

 

 

 

Lakeside Place Apartments

94%

93%

  Houston, Texas

 

 

 

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment property 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, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather, can adversely or positively affect the Partnership’s financial results.

 

Results of Operations

 

The Partnership’s net loss for the three and nine months ended September 30, 2011 was approximately $480,000 and $1,394,000, respectively, compared to net loss of approximately $576,000 and $188,000, respectively, for the corresponding periods in 2010. The consolidated statement of operations for the nine months ended September 30, 2010 reflects the operations of Preston Creek Apartments as discontinued operations as a result of its sale in August 2009.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the nine months ended September 30, 2010 (in thousands):

 

 

Nine Months Ended

September 30,

2010

Revenues

$  --

Expenses

   --

Casualty gain

   110

Income from discontinued

 

  operations

 $ 110

 

In June 2009, Preston Creek Apartments suffered storm damage to the roofing on its buildings. The roofs were repaired in July 2009 at a cost of approximately $110,000. During the nine months ended September 30, 2010, the Partnership received approximately $110,000 of insurance proceeds related to this event, which is included in income from discontinued operations.  Preston Creek Apartments was sold to a third party on August 5, 2009.

 

The Partnership recognized a loss from continuing operations of approximately $480,000 and $1,394,000 for the three and nine months ended September 30, 2011, respectively, and a loss of approximately $576,000 and $298,000 for the three and nine months ended September 30, 2010, respectively. The decrease in loss from continuing operations for the three months ended September 30, 2011 is due to an increase in total revenues and a decrease in total expenses. The increase in loss from continuing operations for the nine months ended September 30, 2011 is due to a decrease in casualty gains, partially offset by an increase in total revenues and a decrease in total expenses. 

 

In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The cost to reconstruct the damaged units was approximately $2,044,000 including approximately $309,000 of clean up and other non-capitalizable costs. The Partnership expects to receive approximately $81,000 of insurance proceeds for lost rents, which is included in receivables and deposits at September 30, 2011. During the nine months ended September 30, 2011 and 2010, the Partnership incurred approximately $70,000 and $133,000, respectively, of clean up and other non-capitalized costs, which were included in operating expenses. As of September 30, 2011, the Partnership has received total insurance proceeds of approximately $1,533,000, which included approximately $133,000 related to clean up costs. These insurance proceeds were received during the nine months ended September 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, the Partnership recognized a casualty gain of approximately $1,370,000 as a result of the write-off of undepreciated damaged assets of approximately $30,000. The insurance proceeds received were being held in escrow with the mortgage lender and were being released to the Partnership as repairs were completed. The balance in the lender held escrow was approximately $225,000 at December 31, 2010. These funds were released to the Partnership during the nine months ended September 30, 2011. The Partnership anticipates receiving additional insurance proceeds and recognizing additional gain related to this casualty during 2011.

 

In April 2009, Lakeside Place Apartments suffered storm damage to twelve of its rental units of approximately $26,000. During the nine months ended September 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the nine months ended September 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000.

 

Total expenses for the three months ended September 30, 2011 decreased due to a decrease in depreciation expense, partially offset by increases in interest and property tax expenses. Operating and general and administrative expenses remained relatively constant for the comparable period. Total expenses for the nine months ended September 30, 2011 decreased due to a decrease in depreciation expense, partially offset by increases in operating, interest and property tax expenses. General and administrative expenses remained relatively constant for the comparable period. Depreciation expense decreased for both periods primarily due to assets placed into service at Lakeside Place Apartments in previous years becoming fully depreciated during 2010. Operating expenses increased for the nine months ended September 30, 2011 due to an increase in utility costs, plumbing repairs, insurance expense as a result of an increase in hazard insurance premiums and repair costs incurred in 2011 related to the January 2010 casualty discussed above. Interest expense increased for both periods due to a decrease in the interest capitalized in 2010 related to the down units as a result of the January 2010 fire at Lakeside Place Apartments and an increase in interest on advances from AIMCO Properties, L.P. Property tax expense increased for both periods due to a refund of property taxes in 2010 as a result of a successful appeal in 2010 to reduce the assessed value of Lakeside Place Apartments.

 

Included in general and administrative expenses for the three and nine months ended September 30, 2011 and 2010 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

Total revenues increased for the three and nine months ended September 30, 2011 due to increases in rental and other income. Rental income increased for both periods due to increases in the average rental rate at Lakeside Place Apartments and a decrease in bad debt expense. Other income increased for both periods due to increases in resident utility reimbursements, parking fees and late fees.

 

Liquidity and Capital Resources

 

At September 30, 2011, the Partnership had cash and cash equivalents of approximately $89,000 compared with approximately $488,000 at December 31, 2010.  Cash and cash equivalents decreased approximately $399,000 due to approximately $784,000 and $277,000 of cash used in investing and operating activities, respectively, partially offset by approximately $662,000 of cash provided by financing activities.  Cash used in investing activities consisted of property improvements and replacements and net deposits to restricted escrows, partially offset by insurance proceeds received.  Cash provided by financing activities consisted of advances received from an affiliate of the Managing General Partner, partially offset by repayment of advances received from an affiliate of the Managing General Partner and principal payments made on the mortgage notes encumbering the Partnership’s investment property.

 

AIMCO Properties, L.P., has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the nine months ended September 30, 2011 and 2010, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $1,293,000 to fund real estate taxes and casualty repairs at Lakeside Place Apartments. During the nine months ended September 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $1,653,000 to fund real estate taxes, operating expenses and capital improvements at Lakeside Place Apartments. Interest accrues at the prime rate plus 2% per annum (5.25% at September 30, 2011). Interest expense for the nine months ended September 30, 2011 and 2010 was approximately $330,000 and $289,000, respectively. During the nine months ended September 30, 2011, the Partnership repaid advances and associated accrued interest of $612,000 and $280,000, respectively. At September 30, 2011 and December 31, 2010, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $8,621,000 and $7,610,000, respectively, which is included in due to affiliates.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

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 property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  Capital improvements planned for the Partnership’s property are detailed below.

 

The Partnership completed approximately $771,000 of capital improvements at Lakeside Place Apartments during the nine months ended September 30, 2011 consisting primarily of kitchen and bath resurfacing, appliance and floor covering replacements and construction related to the 2010 casualty discussed above. These improvements were funded from operations, insurance proceeds and advances from AIMCO Properties, L.P., an affiliate of the Managing General Partner. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2011. Such capital expenditures will depend on the physical condition of the property as well as insurance proceeds, replacement reserves and anticipated cash flow generated by the property.

 

Capital improvements will be incurred only if cash is available from operations, insurance proceeds, Partnership reserves, or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. To the extent that capital improvements are completed the Partnership’s distributable cash flow, if any, may be adversely affected at least in the short term.

 

The Partnership anticipates that exclusive of capital improvements and repayment of amounts due to affiliates, operating cash flows will be generally sufficient for the Partnership to meet its current obligations. If cash flows are insufficient for the Partnership to meet its obligations, the Partnership may request additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. The mortgage indebtedness encumbering Lakeside Place Apartments of approximately $26,442,000 matures in March 2020 at which time balloon payments of approximately $22,790,000 are required. The Managing General Partner will attempt to refinance such indebtedness and/or sell the property prior to such maturity date. If the property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such property through foreclosure.

 

The Partnership made no distributions during the nine months ended September 30, 2011 and 2010. If the merger transaction (as discussed below) is not consummated, future cash distributions will depend on the levels of cash generated from operations and the timing of debt maturity, property sale and/or refinancings. The Partnership’s cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates of the Managing General Partner at September 30, 2011, there can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit distributions to its partners in 2011 or subsequent periods.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 65,841.34 limited partnership units (the "Units") in the Partnership representing 73.18% of the outstanding Units at September 30, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 73.18% of the outstanding Units, Aimco and its affiliates are in a position to influence all such voting decisions with respect to the Partnership. However, AIMCO IPLP, L.P., an affiliate of the Managing General Partner and Aimco, which owns 35,473.17 (39.43%) of the 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 unitholders. Except for the foregoing, no other limitations are imposed on Aimco or its affiliates' right to vote each Unit acquired. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to Aimco as its sole stockholder.

 

On July 28, 2011, the Partnership entered into an agreement and plan of merger with Century Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Partnership will be merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity.

 

In the mergers, each unit of limited partnership interest (each, a “Unit”) of the Partnership outstanding immediately prior to the consummation of the mergers will be converted into an identical unit of limited partnership interest in New CPF XV (also referred to herein as a “Unit”), following which each Unit (other than Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $45.61 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $45.61 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the mergers. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

 

In the second merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of New CPF XV. As a result, after the mergers, AIMCO Properties, L.P. will be the sole limited partner of New CPF XV, holding all outstanding Units. Fox Capital Management Corporation and Fox Realty Investors will continue to be the general partners of New CPF XV after the mergers and the Partnership’s partnership agreement prior to the mergers will be amended to reflect the mergers. 

 

Completion of the mergers is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. In addition, the terms of the mergers may be modified before the mergers are completed. As of September 30, 2011 and December 31, 2010, the Partnership had issued and outstanding 89,975 Units, and AIMCO Properties, L.P. and its affiliates owned 65,841.34 of those Units, or approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned by an affiliate of AIMCO Properties, L.P. are subject to a voting restriction, which requires such Units to be voted in proportion to the votes cast with respect to Units not subject to this voting restriction. AIMCO Properties, L.P. and its affiliates have indicated that they will vote all of their Units that are not subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the outstanding Units, in favor of the merger agreement and the mergers. As a result, affiliates of AIMCO Properties, L.P. will vote a total of approximately 50,133 Units, or approximately 55.72% of the outstanding Units in favor of the merger agreement and the mergers.  AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the mergers.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Assets

 

Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.  If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing.  Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

 

Capitalized Costs Related to Redevelopment & Construction Projects

 

The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.

 

Revenue Recognition

 

The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

 


ITEM 4.     CONTROLS AND PROCEDURES

 

(a)   Disclosure Controls and Procedures.

 

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

 

(b)            Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


PART II - OTHER INFORMATION

 

 

ITEM 6.     EXHIBITS

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

  • may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov. 



CENTURY PROPERTIES FUND XV

 

EXHIBIT INDEX

 

 

Exhibit Number   Description of Exhibit

 

 

      2.1        NPI, Inc. Stock Purchase Agreement, dated as of August 17, 1996, incorporated by reference to the Partnership's Current Report on Form 8-K dated August 17, 1996.

 

      2.2        Partnership Units Purchase Agreement dated as of August 17, 1996, incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1996.

 

      2.3        Management Purchase Agreement dated as of August 17, 1996, incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1996.

 

      2.4        Limited Liability Company Agreement of Riverside Drive L.L.C., dated as of August 17, 1995 incorporated by reference to Exhibit 2.4 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1995.

 

      2.5        Master Indemnity Agreement dated as of August 17, 1996, incorporated by reference to Exhibit 2.5 to Form 8-K filed by Insignia with the Securities and Exchange Commission on September 1, 1996.

 

      3.4        Agreement of Limited Partnership, incorporated by reference to Exhibit A to the Prospectus of the Partnership dated September 20, 1983, as amended on September 13, 1989, and is thereafter supplemented contained in the Partnership's Registration Statement on Form S-11 (Reg. No. 2-79007).

 

     10.1        Agreement and Plan of Merger, dated July 28, 2011, by and among Century Properties Fund XV, Century Properties Fund XV, LP, AIMCO Properties, L.P. and AIMCO CPF XV Merger Sub LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 28, 2011).

 

10.10       Amended and Restated Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing between Federal Home Loan Mortgage Corporation and Century Lakeside Place, L.P., a Texas limited partnership, dated March 31, 2008. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.

 

10.11       Amended and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and Century Lakeside Place, L.P., a Texas limited partnership, dated March 31, 2008. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.

 

10.12       Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing between Capmark Bank and Century Lakeside Place, L.P., a Texas limited partnership, dated March 31, 2008. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.

 

10.13       Multifamily Note between Capmark Bank and Century Lakeside Place, L.P., a Texas limited partnership, dated March 31, 2008. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated March 31, 2008.

 

     31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

     31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

     32.1        Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101         XBRL (Extensible Business Reporting Language). The following materials from Century Properties Fund XV’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statement of changes in partners’ deficit, (iv) consolidated statements of cash flows, and (v) notes to consolidated financial statements (1)

 

(1)         As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

EX-31.1 2 cpf15911_ex311.htm EXHIBIT 31.1 Exhibit 31

Exhibit 31.1

 

CERTIFICATION

 

I, Steven D. Cordes, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Century Properties Fund XV;

 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),for the registrant and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 10, 2011

 

/s/Steven D. Cordes

Steven D. Cordes

Senior Vice President of Fox Capital Management Corporation, equivalent of the chief executive officer of the Partnership

EX-31.2 3 cpf15911_ex312.htm EXHIBIT 31.2 Exhibit 31

Exhibit 31.2

 

CERTIFICATION

 

I, Stephen B. Waters, certify that:

 

1.    I have reviewed this quarterly report on Form 10-Q of Century Properties Fund XV;

 

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),for the registrant and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 10, 2011

 

/s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting of Fox Capital Management Corporation, equivalent of the chief financial officer of the Partnership

 

EX-32.1 4 cpf15911_ex321.htm EXHIBIT 32.1 Exhibit 32

Exhibit 32.1

 

 

Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

In connection with the Quarterly Report on Form 10-Q of Century Properties Fund XV (the "Partnership"), for the quarterly period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven D. Cordes, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

 

 

 

      /s/Steven D. Cordes

 

Name: Steven D. Cordes

 

Date: November 10, 2011

 

 

 

      /s/Stephen B. Waters

 

Name: Stephen B. Waters

 

Date: November 10, 2011

 

 

This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-101.INS 5 cpfxv-20110930.xml XBRL INSTANCE DOCUMENT 10-Q 2011-09-30 false CENTURY PROPERTIES FUND XV 0000314690 --12-31 89975 Smaller Reporting Company Yes No No 2011 Q3 89000 488000 192000 148000 504000 377000 102000 309000 3659000 3659000 41322000 45411000 44981000 49070000 -28301000 -31863000 16680000 17207000 17567000 18529000 101000 403000 116000 110000 471000 603000 372000 315000 8641000 7610000 26442000 26670000 36143000 35711000 -1631000 -1603000 -16945000 -15579000 -18576000 -17182000 17567000 18529000 1422000 1393000 4266000 4219000 237000 202000 671000 569000 1659000 1595000 4937000 4788000 875000 864000 2531000 2376000 53000 55000 168000 180000 431000 575000 1298000 1743000 624000 596000 1864000 1784000 156000 81000 470000 392000 2139000 2171000 6331000 6475000 0000 0000 0000 1389000 -480000 -576000 -1394000 -298000 0000 0000 0000 110000 -480000 -576000 -1394000 -188000 -10000 -12000 -28000 -4000 -470000 -564000 -1366000 -184000 -5.22 -6.27 -15.18 -3.25 0.00 0.00 0.00 1.20 -5.22 -6.27 -15.18 -2.05 -1603000 -15579000 -17182000 -28000 -1366000 -1394000 -1631000 -16945000 -18576000 18000 20000 0000 -1499000 -44000 -71000 -145000 -202000 -82000 25000 6000 -5000 -132000 -225000 57000 -88000 141000 18000 -277000 -472000 -991000 -1690000 -18000 16000 225000 858000 -784000 -816000 -228000 -212000 -403000 -26000 1293000 1653000 662000 1415000 -399000 127000 127000 254000 1725000 1730000 35000 163000 0000 671000 <!--egx--><p style="MARGIN:0in 0in 0pt"><b><u>Note A &#150; Basis of Presentation</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The Partnership's general partners are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, and Fox Realty Investors ("FRI"), a California general partnership. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner, as well as the managing general partner of FRI, are affiliates of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership&#146;s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">On July&nbsp;28, 2011, the Partnership entered into an agreement and plan of merger with Century Properties Fund XV, LP, a Delaware limited partnership (&#147;New CPF XV&#148;), AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the &#147;Merger Subsidiary&#148;), pursuant to which the Partnership will be merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In the mergers, each unit of limited partnership interest (each, a &#147;Unit&#148;) of the Partnership outstanding immediately prior to the consummation of the mergers will be converted into an identical unit of limited partnership interest in New CPF XV (also referred to herein as a &#147;Unit&#148;), following which each Unit (other than Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i)&nbsp;$45.61 in cash (the &#147;Cash Consideration&#148;) or (ii)&nbsp;a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $45.61 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the mergers. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In the second merger, AIMCO Properties, L.P.&#146;s membership interest in the Merger Subsidiary will be converted into Units of New CPF XV. As a result, after the mergers, AIMCO Properties, L.P. will be the sole limited partner of New CPF XV, holding all outstanding Units. Fox Capital Management Corporation and Fox Realty Investors will continue to be the general partners of New CPF XV after the mergers and the Partnership&#146;s partnership agreement prior to the mergers will be amended to reflect the mergers.&nbsp; </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Completion of the mergers is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. In addition, the terms of the mergers may be modified before the mergers are completed. As of September 30, 2011 and December 31, 2010, the Partnership had issued and outstanding 89,975 Units, and AIMCO Properties, L.P. and its affiliates owned 65,841.34 of those Units, or approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned by an affiliate of AIMCO Properties, L.P. are subject to a voting restriction, which requires such Units to be voted in proportion to the votes cast with respect to Units not subject to this voting restriction. AIMCO Properties, L.P. and its affiliates have indicated that they will vote all of their Units that are not subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the outstanding Units, in favor of the merger agreement and the mergers. As a result, affiliates of AIMCO Properties, L.P. will vote a total of approximately 50,133 Units, or approximately 55.72% of the outstanding Units in favor of the merger agreement and the mergers.&nbsp; AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the mergers.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The accompanying consolidated statement of operations for the nine months ended September 30, 2010 reflects the operations of Preston Creek Apartments as income from discontinued operations due to its sale on August 5, 2009. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The following table presents summarized results of operations related to the Partnership&#146;s discontinued operations for the nine months ended September 30, 2010 (in thousands):</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <table style="BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">Nine Months Ended</p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u>September 30, 2010</u></p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Revenues</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; $&nbsp;&nbsp;&nbsp;&nbsp; --</p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Expenses</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;--</p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Casualty gain</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;110</u></p></td></tr> <tr style="PAGE-BREAK-INSIDE:avoid; HEIGHT:13.7pt"> <td width="380" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:284.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt 0.25in">Income from discontinued operations</p></td> <td width="165" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:123.7pt; PADDING-RIGHT:5.4pt; HEIGHT:13.7pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; $<u style="text-underline:double">&nbsp;&nbsp; &nbsp;110</u></p></td></tr></table> <!--egx--><p style="MARGIN:0in 0in 0pt"><b><u>Note B &#150; Transactions with Affiliated Parties</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership has no employees and depends 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.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $240,000 and $234,000 for the nine months ended September 30, 2011 and 2010, respectively, which are included in operating expenses.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $64,000 and $71,000 for the nine months ended September 30, 2011 and 2010, respectively, which is included in general and administrative expenses. At September 30, 2011, approximately $20,000 of reimbursements for accountable administrative expenses was owed by the Partnership and was included in due to affiliates. No reimbursements were owed at December 31, 2010.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. No partnership management fees were paid during the nine months ended September 30, 2011 and 2010, as there were no operating distributions during the respective periods. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">AIMCO Properties, L.P., has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the nine months ended September 30, 2011 and 2010, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $1,293,000 to fund real estate taxes and casualty repairs at Lakeside Place Apartments. During the nine months ended September 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $1,653,000 to fund real estate taxes, operating expenses and capital improvements at Lakeside Place Apartments. Interest accrues at the prime rate plus 2% per annum (5.25% at September 30, 2011). Interest expense for the nine months ended September 30, 2011 and 2010 was approximately $330,000 and $289,000, respectively. During the nine months ended September 30, 2011 and 2010, the Partnership repaid advances and associated accrued interest of $612,000 and $280,000, respectively. At September 30, 2011 and December 31, 2010, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $8,621,000 and $7,610,000, respectively, which is included in due to affiliates.&nbsp; The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances.&nbsp; For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership insures its property up to certain limits through coverage provided by Aimco, which is generally self-insured for a portion of losses and liabilities related to workers&#146; compensation, property casualty, general liability and vehicle liability.&nbsp; The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner.&nbsp; During the nine months ended September 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $326,000 for hazard insurance coverage and fees associated with policy claims administration.&nbsp; Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year.&nbsp; The Partnership was charged by Aimco and its affiliates approximately $421,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.</p> <!--egx--><p style="MARGIN:0in 0in 0pt"><b><u>Note C &#150; Casualty Events</u></b></p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The cost to reconstruct the damaged units was approximately $2,044,000 including approximately $309,000 of clean up and other non-capitalizable costs. The Partnership expects to receive approximately $81,000 of insurance proceeds for lost rents, which is included in receivables and deposits at September 30, 2011. During the nine months ended September 30, 2011 and 2010, the Partnership incurred approximately $70,000 and $133,000, respectively, of clean up and other non-capitalized costs, which were included in operating expenses. As of September 30, 2011, the Partnership has received total insurance proceeds of approximately $1,533,000, which included approximately $133,000 related to clean up costs. These insurance proceeds were received during the nine months ended September 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, the Partnership recognized a casualty gain of approximately $1,370,000 as a result of the write-off of undepreciated damaged assets of approximately $30,000. The insurance proceeds received were being held in escrow with the mortgage lender and were being released to the Partnership as repairs were completed. The balance in the lender held escrow was approximately $225,000 at December 31, 2010. These funds were released to the Partnership during the nine months ended September 30, 2011. The Partnership anticipates receiving additional insurance proceeds and recognizing additional gain related to this casualty during 2011.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In June 2009, Preston Creek Apartments suffered storm damage to the roofing on its buildings.&nbsp; The roofs were repaired in July 2009 at a cost of approximately $110,000. During the nine months ended September 30, 2010, the Partnership received approximately $110,000 of insurance proceeds related to this event, which is included in income from discontinued operations.&nbsp; Preston Creek Apartments was sold to a third party on August 5, 2009.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In April 2009, Lakeside Place Apartments suffered storm damage to twelve of its rental units of approximately $26,000. During the nine months ended September 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the nine months ended September 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000. </p> <!--egx--><p style="MARGIN:0in 0in 0pt"><b><u>Note D &#150; Fair Value of Financial Instruments</u></b></p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Financial Accounting Standards Board Accounting Standards Codification Topic 825, &#147;Financial Instruments&#148;, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term mortgage notes payable.&nbsp;At September 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $31,929,000.</p> <!--egx--><p style="MARGIN:0in 0in 0pt"><b><u>Note E &#150; Contingencies</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt"><font style="LETTER-SPACING:-0.1pt">The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.</font></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Environmental</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials&nbsp; present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.</p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note F &#150; Investment Property</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">During the nine months ended September 30, 2011, the Partnership retired and wrote-off personal property no longer being used that had a cost basis of approximately $4,860,000 and accumulated depreciation of approximately $4,860,000.</p> 0000314690 2011-01-01 2011-09-30 0000314690 2011-09-30 0000314690 2010-12-31 0000314690 2011-07-01 2011-09-30 0000314690 2010-07-01 2010-09-30 0000314690 2010-01-01 2010-09-30 0000314690 us-gaap:GeneralPartnerMember 2011-01-01 2011-09-30 0000314690 us-gaap:LimitedPartnerMember 2011-01-01 2011-09-30 0000314690 us-gaap:GeneralPartnerMember 2010-12-31 0000314690 us-gaap:LimitedPartnerMember 2010-12-31 0000314690 us-gaap:GeneralPartnerMember 2011-09-30 0000314690 us-gaap:LimitedPartnerMember 2011-09-30 0000314690 2009-12-31 0000314690 2010-09-30 iso4217:USD shares iso4217:USD shares EX-101.CAL 6 cpfxv-20110930_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 7 cpfxv-20110930_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 8 cpfxv-20110930_lab.xml XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT Cash paid for interest, net of capitalized interest Net cash provided by financing activities Net cash provided by financing activities Statement, Equity Components [Axis] Total liabilities Total liabilities Document Fiscal Year Focus Document and Entity Information Organization, Consolidation and Presentation of Financial Statements Supplemental disclosure of non-cash activity: Net cash used in investing activities Net cash used in investing activities Loss from continuing operations General and administrative Receivables and deposits Entity Well-known Seasoned Issuer Payments on mortgage notes payable Tenant security deposit liabilities {1} Tenant security deposit liabilities Per limited partnership unit: Net loss Net loss Other income Revenues: Accounts payable Statement [Table] Document Type Fair Value Disclosures [Text Block] Consolidated Statement of Shareholders Equity (Deficit) Depreciation Consolidated Statements of Operations Restricted Escrows Assets {1} Assets Property improvements and replacements included in accounts payable Supplemental disclosure of cash flow information: Advances from affiliate Insurance proceeds received Consolidated Statements of Cash Flows Net loss allocated to limited partners Liabilities and Partner's Deficit Document Period End Date Net (deposits to) withdrawals from restricted escrows Cash flows from investing activities: Accounts payable {1} Accounts payable Casualty gains Loss from continuing operations per limited 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operating activities: Net loss allocated to general partners Cash flows from financing activities: Due to affiliates {1} Due to affiliates Partners' deficit, beginning balance Partners' deficit, beginning balance Partners' deficit, ending balance Income from discontinued operations Total expenses Total expenses Investment property, net Investment property, net Consolidated Balance Sheets Commitments and Contingencies Disclosure [Text Block] Property, Plant, and Equipment Other assets {1} Other assets Total partners' deficit Total partners' deficit Land Other assets Cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period EX-101.PRE 9 cpfxv-20110930_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT EX-101.SCH 10 cpfxv-20110930.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 000030 - Statement - Consolidated Statement of Shareholders Equity (Deficit) (Unaudited) link:presentationLink link:definitionLink 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Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data
3 Months Ended9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Sep. 30, 2011
Sep. 30, 2010
Revenues:    
Rental income$ 1,422$ 1,393$ 4,266$ 4,219
Other income237202671569
Total revenues1,6591,5954,9374,788
Expenses:    
Operating8758642,5312,376
General and administrative5355168180
Depreciation4315751,2981,743
Interest6245961,8641,784
Property taxes15681470392
Total expenses2,1392,1716,3316,475
Casualty gain0001,389
Loss from continuing operations(480)(576)(1,394)(298)
Income from discontinued operations000110
Net loss(480)(576)(1,394)(188)
Net loss allocated to general partners(10)(12)(28)(4)
Net loss allocated to limited partners$ (470)$ (564)$ (1,366)$ (184)
Per limited partnership unit:    
Loss from continuing operations per limited partnership unit$ (5.22)$ (6.27)$ (15.18)$ (3.25)
Income from discontinued operations per limited partnership unit$ 0.00$ 0.00$ 0.00$ 1.20
Net loss per limited partnership unit$ (5.22)$ (6.27)$ (15.18)$ (2.05)
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Consolidated Statement of Shareholders Equity (Deficit) (Unaudited) (USD $)
In Thousands
Total
General Partners
Limited Partners
Partners' deficit, beginning balance at Dec. 31, 2010$ (17,182)$ (1,603)$ (15,579)
Net loss(1,394)(28)(1,366)
Partners' deficit, ending balance at Sep. 30, 2011$ (18,576)$ (1,631)$ (16,945)
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Document and Entity Information
9 Months Ended
Sep. 30, 2011
Document and Entity Information 
Entity Registrant NameCENTURY PROPERTIES FUND XV
Document Type10-Q
Document Period End DateSep. 30, 2011
Amendment Flagfalse
Entity Central Index Key0000314690
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding89,975
Entity Filer CategorySmaller Reporting Company
Entity Current Reporting StatusYes
Entity Voluntary FilersNo
Entity Well-known Seasoned IssuerNo
Document Fiscal Year Focus2011
Document Fiscal Period FocusQ3
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XML 15 R8.htm IDEA: XBRL DOCUMENT v2.3.0.15
Commitment and Contingencies
9 Months Ended
Sep. 30, 2011
Commitment and Contingencies 
Commitments and Contingencies Disclosure [Text Block]

Note E – Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

 

Environmental

 

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials  present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

XML 16 R6.htm IDEA: XBRL DOCUMENT v2.3.0.15
Organization, Consolidation and Presentation of Financial Statements
9 Months Ended
Sep. 30, 2011
Organization, Consolidation and Presentation of Financial Statements 
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The Partnership's general partners are Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a California corporation, and Fox Realty Investors ("FRI"), a California general partnership. In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The consolidated balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner, as well as the managing general partner of FRI, are affiliates of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.

 

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

 

On July 28, 2011, the Partnership entered into an agreement and plan of merger with Century Properties Fund XV, LP, a Delaware limited partnership (“New CPF XV”), AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CPF XV Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Partnership will be merged with and into New CPF XV, with New CPF XV as the surviving entity, following which the Merger Subsidiary will be merged with and into New CPF XV, with New CPF XV as the surviving entity.

 

In the mergers, each unit of limited partnership interest (each, a “Unit”) of the Partnership outstanding immediately prior to the consummation of the mergers will be converted into an identical unit of limited partnership interest in New CPF XV (also referred to herein as a “Unit”), following which each Unit (other than Units held by limited partners who perfect their appraisal rights pursuant to the merger agreement) will be converted into the right to receive, at the election of the limited partner, either (i) $45.61 in cash (the “Cash Consideration”) or (ii) a number of partnership common units of AIMCO Properties, L.P. calculated by dividing $45.61 by the average closing price of Aimco common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the effective time of the mergers. However, if AIMCO Properties, L.P. determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of AIMCO Properties, L.P. in that state or other jurisdiction (or that registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

 

In the second merger, AIMCO Properties, L.P.’s membership interest in the Merger Subsidiary will be converted into Units of New CPF XV. As a result, after the mergers, AIMCO Properties, L.P. will be the sole limited partner of New CPF XV, holding all outstanding Units. Fox Capital Management Corporation and Fox Realty Investors will continue to be the general partners of New CPF XV after the mergers and the Partnership’s partnership agreement prior to the mergers will be amended to reflect the mergers. 

 

Completion of the mergers is subject to certain conditions, including approval by a majority in interest of the limited partners holding Units. In addition, the terms of the mergers may be modified before the mergers are completed. As of September 30, 2011 and December 31, 2010, the Partnership had issued and outstanding 89,975 Units, and AIMCO Properties, L.P. and its affiliates owned 65,841.34 of those Units, or approximately 73.18% of the number of outstanding Units. Approximately 35,473.17 of the Units owned by an affiliate of AIMCO Properties, L.P. are subject to a voting restriction, which requires such Units to be voted in proportion to the votes cast with respect to Units not subject to this voting restriction. AIMCO Properties, L.P. and its affiliates have indicated that they will vote all of their Units that are not subject to this restriction, approximately 30,368.17 Units or approximately 33.75% of the outstanding Units, in favor of the merger agreement and the mergers. As a result, affiliates of AIMCO Properties, L.P. will vote a total of approximately 50,133 Units, or approximately 55.72% of the outstanding Units in favor of the merger agreement and the mergers.  AIMCO Properties, L.P. and its affiliates have indicated that they intend to take action by written consent to approve the mergers.

 

The accompanying consolidated statement of operations for the nine months ended September 30, 2010 reflects the operations of Preston Creek Apartments as income from discontinued operations due to its sale on August 5, 2009.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the nine months ended September 30, 2010 (in thousands):

 

 

Nine Months Ended

 

September 30, 2010

 

 

Revenues

      $     --

Expenses

            --

Casualty gain

           110

Income from discontinued operations

      $    110

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Extraordinary and Unusual Items
9 Months Ended
Sep. 30, 2011
Extraordinary and Unusual Items 
Unusual or Infrequent Items Disclosure [Text Block]

Note C – Casualty Events

 

In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The cost to reconstruct the damaged units was approximately $2,044,000 including approximately $309,000 of clean up and other non-capitalizable costs. The Partnership expects to receive approximately $81,000 of insurance proceeds for lost rents, which is included in receivables and deposits at September 30, 2011. During the nine months ended September 30, 2011 and 2010, the Partnership incurred approximately $70,000 and $133,000, respectively, of clean up and other non-capitalized costs, which were included in operating expenses. As of September 30, 2011, the Partnership has received total insurance proceeds of approximately $1,533,000, which included approximately $133,000 related to clean up costs. These insurance proceeds were received during the nine months ended September 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, the Partnership recognized a casualty gain of approximately $1,370,000 as a result of the write-off of undepreciated damaged assets of approximately $30,000. The insurance proceeds received were being held in escrow with the mortgage lender and were being released to the Partnership as repairs were completed. The balance in the lender held escrow was approximately $225,000 at December 31, 2010. These funds were released to the Partnership during the nine months ended September 30, 2011. The Partnership anticipates receiving additional insurance proceeds and recognizing additional gain related to this casualty during 2011.

 

In June 2009, Preston Creek Apartments suffered storm damage to the roofing on its buildings.  The roofs were repaired in July 2009 at a cost of approximately $110,000. During the nine months ended September 30, 2010, the Partnership received approximately $110,000 of insurance proceeds related to this event, which is included in income from discontinued operations.  Preston Creek Apartments was sold to a third party on August 5, 2009.

 

In April 2009, Lakeside Place Apartments suffered storm damage to twelve of its rental units of approximately $26,000. During the nine months ended September 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the nine months ended September 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000.

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Fair Value Measures and Disclosures
9 Months Ended
Sep. 30, 2011
Fair Value Measures and Disclosures 
Fair Value Disclosures [Text Block]

Note D – Fair Value of Financial Instruments

 

Financial Accounting Standards Board Accounting Standards Codification Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term mortgage notes payable. At September 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $31,929,000.

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Related Party Disclosures
9 Months Ended
Sep. 30, 2011
Related Party Disclosures 
Related Party Transactions Disclosure [Text Block]

Note B – Transactions with Affiliated Parties

 

The Partnership has no employees and depends 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.

 

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $240,000 and $234,000 for the nine months ended September 30, 2011 and 2010, respectively, which are included in operating expenses.

 

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $64,000 and $71,000 for the nine months ended September 30, 2011 and 2010, respectively, which is included in general and administrative expenses. At September 30, 2011, approximately $20,000 of reimbursements for accountable administrative expenses was owed by the Partnership and was included in due to affiliates. No reimbursements were owed at December 31, 2010.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. No partnership management fees were paid during the nine months ended September 30, 2011 and 2010, as there were no operating distributions during the respective periods.

 

AIMCO Properties, L.P., has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the nine months ended September 30, 2011 and 2010, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. During the nine months ended September 30, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $1,293,000 to fund real estate taxes and casualty repairs at Lakeside Place Apartments. During the nine months ended September 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $1,653,000 to fund real estate taxes, operating expenses and capital improvements at Lakeside Place Apartments. Interest accrues at the prime rate plus 2% per annum (5.25% at September 30, 2011). Interest expense for the nine months ended September 30, 2011 and 2010 was approximately $330,000 and $289,000, respectively. During the nine months ended September 30, 2011 and 2010, the Partnership repaid advances and associated accrued interest of $612,000 and $280,000, respectively. At September 30, 2011 and December 31, 2010, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $8,621,000 and $7,610,000, respectively, which is included in due to affiliates.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

 

The Partnership insures its property up to certain limits through coverage provided by Aimco, which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability.  The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner.  During the nine months ended September 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $326,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year.  The Partnership was charged by Aimco and its affiliates approximately $421,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010.

XML 21 R5.htm IDEA: XBRL DOCUMENT v2.3.0.15
Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands
9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Cash flows from operating activities:  
Net loss$ (1,394)$ (188)
Adjustments to reconcile net loss to net cash provided by operating activities:  
Depreciation1,2981,743
Amortization of loan costs1820
Casualty gains0(1,499)
Change in accounts:  
Receivables and deposits(44)(71)
Other assets(145)(202)
Accounts payable(82)25
Tenant security deposit liabilities6(5)
Accrued property taxes(132)(225)
Other liabilities57(88)
Due to affiliates14118
Net cash used in operating activities(277)(472)
Cash flows from investing activities:  
Property improvements and replacements(991)(1,690)
Net (deposits to) withdrawals from restricted escrows(18)16
Insurance proceeds received225858
Net cash used in investing activities(784)(816)
Cash flows from financing activities:  
Payments on mortgage notes payable(228)(212)
Payment of advances from affiliate(403)(26)
Advances from affiliate1,2931,653
Net cash provided by financing activities6621,415
Net increase (decrease) in cash and cash equivalents(399)127
Cash and cash equivalents at beginning of period488127
Cash and cash equivalents at end of period89254
Supplemental disclosure of cash flow information:  
Cash paid for interest, net of capitalized interest1,7251,730
Supplemental disclosure of non-cash activity:  
Property improvements and replacements included in accounts payable35163
Insurance proceeds held on deposit with mortgage lender$ 0$ 671
XML 22 R7.htm IDEA: XBRL DOCUMENT v2.3.0.15
Property, Plant, and Equipment
9 Months Ended
Sep. 30, 2011
Property, Plant, and Equipment 
Property, Plant and Equipment Disclosure [Text Block]

Note F – Investment Property

 

During the nine months ended September 30, 2011, the Partnership retired and wrote-off personal property no longer being used that had a cost basis of approximately $4,860,000 and accumulated depreciation of approximately $4,860,000.

XML 23 R2.htm IDEA: XBRL DOCUMENT v2.3.0.15
Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands
Sep. 30, 2011
Dec. 31, 2010
Assets  
Cash and cash equivalents$ 89$ 488
Receivables and deposits192148
Other assets504377
Restricted Escrows102309
Investment property:  
Land3,6593,659
Buildings and related personal property41,32245,411
Total investment property44,98149,070
Less accumulated depreciation(28,301)(31,863)
Investment property, net16,68017,207
Total assets17,56718,529
Liabilities  
Accounts payable101403
Tenant security deposit liabilities116110
Accrued property taxes471603
Other liabilities372315
Due to affiliates8,6417,610
Mortgage notes payable26,44226,670
Total liabilities36,14335,711
Partners' Deficit  
General partners(1,631)(1,603)
Limited partners(16,945)(15,579)
Total partners' deficit(18,576)(17,182)
Total liabilities and partners' deficit$ 17,567$ 18,529
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