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 June 30, 2010
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). [ ] 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 |
(in thousands, except unit data) |
|
| June 30, | December 31, |
|
| 2010 | 2009 |
|
| (Unaudited) | (Note) |
|
Assets |
|
| |
Cash and cash equivalents | $ 196 | $ 127 | |
Receivables and deposits | 120 | 75 | |
Other assets | 742 | 350 | |
Restricted escrows | 1,130 | 50 | |
Investment property: |
|
| |
Land | 3,659 | 3,659 | |
Buildings and related personal property | 44,116 | 44,476 | |
| 47,775 | 48,135 | |
Less accumulated depreciation | (30,624) | (30,428) | |
| 17,151 | 17,707 | |
| $ 19,339 | $ 18,309 | |
|
|
| |
Liabilities and Partners' Deficit |
|
| |
Liabilities |
|
| |
Accounts payable | $ 83 | $ 647 | |
Tenant security deposit liabilities | 111 | 115 | |
Accrued property taxes | 321 | 707 | |
Other liabilities | 419 | 432 | |
Due to affiliates (Note B) | 7,614 | 5,865 | |
Mortgage notes payable | 26,815 | 26,955 | |
| 35,363 | 34,721 | |
|
|
| |
Partners' Deficit |
|
| |
General partners | (1,580) | (1,588) | |
Limited partners (89,975 units issued and |
|
| |
outstanding) | (14,444) | (14,824) | |
| (16,024) | (16,412) | |
| $ 19,339 | $ 18,309 | |
Note: The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.
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 | Six Months Ended | ||
| June 30, | June 30, | ||
| 2010 | 2009 | 2010 | 2009 |
Revenues: |
|
|
|
|
Rental income | $ 1,414 | $ 1,452 | $ 2,826 | $ 2,921 |
Other income | 194 | 180 | 367 | 350 |
Total revenues | 1,608 | 1,632 | 3,193 | 3,271 |
|
|
|
|
|
Expenses: |
|
|
|
|
Operating | 726 | 675 | 1,512 | 975 |
General and administrative | 62 | 64 | 125 | 144 |
Depreciation | 573 | 503 | 1,168 | 1,013 |
Interest | 580 | 619 | 1,188 | 1,230 |
Property taxes | 122 | 140 | 311 | 312 |
Total expenses | 2,063 | 2,001 | 4,304 | 3,674 |
|
|
|
|
|
Casualty gains (Note D) | 532 | 310 | 1,389 | 1,847 |
|
|
|
|
|
Income (loss) from continuing |
|
|
|
|
operations | 77 | (59) | 278 | 1,444 |
|
|
|
|
|
(Loss) income from discontinued |
|
|
|
|
operations (Notes A and C) | -- | (156) | 110 | (318) |
|
|
|
|
|
Net income (loss) | $ 77 | $ (215) | $ 388 | $ 1,126 |
|
|
|
|
|
Net income (loss) allocated to |
|
|
|
|
general partners (2%) | $ 2 | $ (4) | $ 8 | $ 23 |
Net income (loss) allocated to |
|
|
|
|
limited partners (98%) | 75 | (211) | 380 | 1,103 |
| $ 77 | $ (215) | $ 388 | $ 1,126 |
|
|
|
|
|
Per limited partnership unit: |
|
|
|
|
Income (loss) from continuing |
|
|
|
|
operations | $ 0.83 | $ (0.64) | $ 3.02 | $ 15.72 |
(Loss) income from discontinued |
|
|
|
|
operations | -- | (1.70) | 1.20 | (3.46) |
Net income (loss) per limited |
|
|
|
|
partnership unit | $ 0.83 | $ (2.34) | $ 4.22 | $ 12.26
|
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
| Limited |
|
|
|
| Partnership | General | Limited |
|
| Units | Partners | Partners | Total |
|
|
|
|
|
Original capital contributions | 89,980 | $ -- | $ 89,980 | $ 89,980 |
|
|
|
|
|
Partners' deficit at |
|
|
|
|
December 31, 2009 | 89,975 | $(1,588) | $(14,824) | $(16,412) |
|
|
|
|
|
Net income for the six months |
|
|
|
|
ended June 30, 2010 | -- | 8 | 380 | 388 |
|
|
|
|
|
Partners' deficit at |
|
|
|
|
June 30, 2010 | 89,975 | $(1,580) | $(14,444) | $(16,024) |
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Six Months Ended | |
| June 30, | |
| 2010 | 2009 |
Cash flows from operating activities: |
|
|
Net income | $ 388 | $ 1,126 |
Adjustments to reconcile net income to net cash used in |
|
|
operating activities: |
|
|
Depreciation | 1,168 | 1,502 |
Amortization of loan costs | 14 | 23 |
Casualty gains | (1,499) | (1,847) |
Change in accounts: |
|
|
Receivables and deposits | (45) | 14 |
Other assets | (406) | (197) |
Accounts payable | 50 | (348) |
Tenant security deposit liabilities | (4) | 7 |
Accrued property taxes | (386) | (432) |
Other liabilities | (13) | (81) |
Due to affiliates | 96 | (149) |
Net cash used in operating activities | (637) | (382) |
|
|
|
Cash flows from investing activities: |
|
|
Property improvements and replacements | (1,256) | (642) |
Insurance proceeds received | 433 | 1,903 |
Net withdrawals from restricted escrows | 16 | 17 |
Net cash (used in) provided by investing activities | (807) | 1,278 |
|
|
|
Cash flows from financing activities: |
|
|
Payments on mortgage notes payable | (140) | (181) |
Payment on advances from affiliate | -- | (1,514) |
Advances from affiliate | 1,653 | 1,161 |
Net cash provided by (used in) financing activities | 1,513 | (534) |
|
|
|
Net increase in cash and cash equivalents | 69 | 362 |
|
|
|
Cash and cash equivalents at beginning of period | 127 | 125 |
Cash and cash equivalents at end of period | $ 196 | $ 487 |
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|
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Supplemental disclosure of cash flow information: |
|
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Cash paid for interest, net of capitalized interest | $ 1,063 | $ 1,526 |
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|
Supplemental disclosure of non-cash activity: |
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Property improvements and replacements included in |
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accounts payable | $ 7 | $ 297 |
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|
|
Insurance proceeds held on deposit with mortgage lender | $ 1,096 | $ -- |
At December 31, 2009 and 2008, approximately $621,000 and $74,000, respectively, of property improvements and replacements were included in accounts payable which are included in property improvements and replacements for the six months ended June 30, 2010 and 2009, respectively.
See Accompanying Notes to Consolidated Financial Statements
|
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 six month periods ended June 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010. 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, 2009. 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.
The accompanying consolidated statements of operations for the three and six months ended June 30, 2009 have been restated to reflect the operations of Preston Creek Apartments as income (loss) 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 three and six months ended June 30, 2010 and 2009 (in thousands):
| Three Months Ended | Six Months Ended | ||
| June 30, | June 30, | ||
| 2010 | 2009 | 2010 | 2009 |
Revenues | $ -- | $ 541 | $ -- | $ 1,088 |
Expenses | -- | (697) | -- | (1,406) |
Casualty gain | -- | -- | 110 | -- |
(Loss) income from |
|
|
|
|
discontinued operations | $ -- | $ (156) | $ 110 | $ (318) |
Certain reclassifications have been made to the 2009 balances to conform to the 2010 presentation.
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 properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $157,000 and $215,000 for the six months ended June 30, 2010 and 2009, respectively, which are included in operating expenses and loss from discontinued operations.
An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $48,000 and $59,000 for the six months ended June 30, 2010 and 2009, respectively, which is included in general and administrative expenses. At December 31, 2009, approximately $17,000 of reimbursements for services was owed by the Partnership and was included in due to affiliates. No balance was owed at June 30, 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 six months ended June 30, 2010 and 2009, 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 six months ended June 30, 2010 and 2009, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. These funds were needed to fund operating expenses, property taxes and capital improvements at Lakeside Place Apartments during 2010 and 2009. During the six months ended June 30, 2010 and 2009, the Partnership borrowed approximately $1,653,000 and $1,161,000, respectively. Interest accrues at the prime rate plus 2% per annum (5.25% at June 30, 2010). Interest expense for the six months ended June 30, 2010 and 2009 was approximately $188,000 and $163,000, respectively. During the six months ended June 30, 2010, the Partnership made a payment of accrued interest of $75,000. During the six months ended June 30, 2009, the Partnership repaid advances and associated accrued interest of approximately $1,699,000. At June 30, 2010 and December 31, 2009, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $7,614,000 and $5,848,000, 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. Subsequent to June 30, 2010, the Partnership repaid AIMCO Properties, L.P. $50,000 of principal and accrued interest.
The Partnership insures its properties 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 six months ended June 30, 2010, the Partnership was charged by AIMCO and its affiliates approximately $390,000 for insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2010 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $230,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2009.
Note C – Casualty Events
In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The estimated cost to repair the damaged units is approximately $2,613,000 including approximately $133,000 of clean up costs. The Partnership also expects to receive approximately $87,000 of insurance proceeds for lost rents. During the six months ended June 30, 2010, the Partnership incurred approximately $133,000 of clean up costs which were included in operating expenses. Insurance proceeds of approximately $1,533,000 were received during the six months ended June 30, 2010 which included approximately $133,000 for clean up costs. The $133,000 received for clean up costs were reflected as a reduction to operating expenses for the six months ended June 30, 2010. These insurance proceeds are being held in escrow with the mortgage lender and are being released to the Partnership as repairs are completed. The balance in the lender held escrow at June 30, 2010 was approximately $1,096,000. During the six months ended June 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 Partnership anticipates receiving additional insurance proceeds related to this casualty during 2010.
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 six months ended June 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 six months ended June 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the six months ended June 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000. The Partnership expects to receive additional insurance proceeds of approximately $2,000 related to this casualty.
In March 2008, Lakeside Place Apartments suffered fire damage to five rental units. During the year ended December 31, 2008, the Partnership received approximately $79,000 in insurance proceeds and recognized a casualty gain during the year ended December 31, 2008 of approximately $75,000 as a result of the write-off of undepreciated damaged assets of approximately $4,000. During the six months ended June 30, 2009, the Partnership received additional insurance proceeds of approximately $37,000 and an additional casualty gain of approximately $37,000 was recognized during the six months ended June 30, 2009.
In September 2008, Lakeside Place Apartments sustained damage from Hurricane Ike. The damages were estimated to be approximately $3,055,000 including clean up costs of approximately $1,241,000. The actual costs incurred were approximately $3,100,000 including clean up costs of approximately $1,242,000. During the year ended December 31 2008, the Partnership removed approximately $54,000 of undepreciated damaged assets and recorded a corresponding receivable for the estimated insurance proceeds. For the year ended December 31, 2008 the estimated clean up costs were included in operating expenses. During the six months ended June 30, 2009 the Partnership received approximately $2,275,000 of insurance proceeds related to this event, which includes approximately $409,000 of proceeds for clean up costs which is included as an offset to operating expenses. The Partnership recognized a casualty gain during the six months ended June 30, 2009 of approximately $1,810,000 as a result of the receipt of $1,866,000 of insurance proceeds, partially offset by the write-off of undepreciated damaged assets of approximately $56,000.
Note D – Fair Value of Financial Instruments
FASB ASC 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 June 30, 2010, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $30,816,000.
Note E – Contingencies
As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs andestablished a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees. Such mediation has not yet been scheduled. The Managing General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.
The Partnership is unaware of any other 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 hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances 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 presence of hazardous substances 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 hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances 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 properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.
Mold
The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. 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 that 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; the general level of interest rates; 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 inreal estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; development risks; 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 six months ended June 30, 2010 and 2009:
| Average Occupancy | |
Property | 2010 | 2009 |
|
|
|
Lakeside Place Apartments | 93% | 95% |
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 income for the three months ended June 30, 2010 was approximately $77,000 compared to a net loss of approximately $215,000 for the corresponding period in 2009. The Partnership’s net income for the six months ended June 30, 2010 was approximately $388,000 compared to net income of approximately $1,126,000 for the corresponding period in 2009. The statements of operations for the three and six months ended June 30, 2009 have been restated to reflect theoperations 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 three and six months ended June 30, 2010 and 2009 (in thousands):
| Three Months Ended | Six Months Ended | ||
| June 30, | June 30, | ||
| 2010 | 2009 | 2010 | 2009 |
Revenues | $ -- | $ 541 | $ -- | $ 1,088 |
Expenses | -- | (697) | -- | (1,406) |
Casualty gain | -- | -- | 110 | -- |
(Loss) income from |
|
|
|
|
discontinued operations | $ -- | $ (156) | $ 110 | $ (318) |
The Partnership recognized income from continuing operations of approximately $77,000 for the three months ended June 30, 2010, and a loss of approximately $59,000 for the three months ended June 30, 2009. The Partnership recognized income from continuing operations of approximately $278,000 and $1,444,000 for the six months ended June 30, 2010 and 2009, respectively. The increase in income from continuing operations for the three months ended June 30, 2010 is due to an increase in casualty gains, partially offset by an increase in total expenses and a decrease in total revenues. The decrease in income from continuing operations for the six months ended June 30, 2010 is due to decreases in casualty gains and total revenues, and an increase in total expenses.
In January 2010, Lakeside Place Apartments suffered fire damage to twenty four rental units. The estimated cost to repair the damaged units is approximately $2,613,000 including approximately $133,000 of clean up costs. The Partnership also expects to receive approximately $87,000 of insurance proceeds for lost rents. During the six months ended June 30, 2010, the Partnership incurred approximately $133,000 of clean up costs which were included in operating expenses. Insurance proceeds of approximately $1,533,000 were received during the six months ended June 30, 2010 which included approximately $133,000 for clean up costs. The $133,000 received for clean up costs were reflected as a reduction to operating expenses for the six months ended June 30, 2010. These insurance proceeds are being held in escrow with the mortgage lender and are being released to the Partnership as repairs are completed. The balance in the lender held escrow at June 30, 2010 was approximately $1,096,000. During the six months ended June 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 Partnership anticipates receiving additional insurance proceeds related to this casualty during 2010.
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 six months ended June 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 six months ended June 30, 2010, the Partnership received approximately $19,000 in insurance proceeds and recognized a casualty gain during the six months ended June 30, 2010 of approximately $19,000 as a result of the write off of undepreciated damaged assets of less than $1,000. The Partnership expects to receive additional insurance proceeds of approximately $2,000 related to this casualty.
In March 2008, Lakeside Place Apartments suffered fire damage to five rental units. During the year ended December 31, 2008, the Partnership received approximately$79,000 in insurance proceeds and recognized a casualty gain during the year ended December 31, 2008 of approximately $75,000 as a result of the write-off of undepreciated damaged assets of approximately $4,000. During the six months ended June 30, 2009, the Partnership received additional insurance proceeds of approximately $37,000 and an additional casualty gain of approximately $37,000 was recognized during the six months ended June 30, 2009.
In September 2008, Lakeside Place Apartments sustained damage from Hurricane Ike. The damages were estimated to be approximately $3,055,000 including clean up costs of approximately $1,241,000. The actual costs incurred were approximately $3,100,000 including clean up costs of approximately $1,242,000. During the year ended December 31 2008, the Partnership removed approximately $54,000 of undepreciated damaged assets and recorded a corresponding receivable for the estimated insurance proceeds. For the year ended December 31, 2008 the estimated clean up costs were included in operating expenses. During the six months ended June 30, 2009 the Partnership received approximately $2,275,000 of insurance proceeds related to this event, which includes approximately $409,000 of proceeds for clean up costs which is included as an offset to operating expenses. The Partnership recognized a casualty gain during the six months ended June 30, 2009 of approximately $1,810,000 as a result of the receipt of $1,866,000 of insurance proceeds, partially offset by the write-off of undepreciated damaged assets of approximately $56,000.
Total expenses increased for the three months ended June 30, 2010 due to increases in operating and depreciation expenses, partially offset by decreases in interest and property tax expenses. General and administrative expense remained relatively constant for the three month period. Total expenses increased for the six months ended June 30, 2010 due to increases in operating and depreciation expenses, partially offset by decreases in interest and general and administrative expenses. Property tax expense remained relatively constant for the six months ended June 30, 2010. Operating expenses increased for the three months ended June 30, 2010 primarily due to an increase in insurance expense as a result of an increase in hazard insurance premiums, partially offset by decreases in salaries and related benefits and utility costs. Operating expenses increased for the six months ended June 30, 2010 primarily due to an increase in insurance expense as a result of an increase in hazard insurance premiums partially offset by a decrease in salaries and related benefits. Operating expenses were also impacted for the six months ended June 30, 2009 by the receipt of insurance proceeds in 2009 to cover the clean up costs from Hurricane Ike. Depreciation expense increased for both periods due to assets placed into service at Lakeside Place Apartments during the last twelve months. Property tax expense decreased for the three months ended June 30, 2010 due to a decrease in the assessed value of Lakeside Place Apartments due to a successful appeal in 2010. Interest expense decreased for both periods due to an increase in the interest capitalized related to the down units as a result of the January 2010 fire at Lakeside Place Apartments.
General and administrative expense decreased for the six months ended June 30, 2010 due to a decrease in the management reimbursements to the Managing General Partner and professional fees. Included in general and administrative expenses for the three and six months ended June 30, 2010 and 2009 are management reimbursements to the 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 decreased for the three and six months ended June 30, 2010 due to a decrease in rental income, partially offset by increases in other income. Rental income decreased for both periods due to decreases in occupancy and the average rental rate at Lakeside Place Apartments. Other income increased for both periods due to increases in cleaning and damage fees, application fees and resident utility reimbursements partially offset by a decrease in lease cancellation fees.
Liquidity and Capital Resources
At June 30, 2010, the Partnership had cash and cash equivalents of approximately $196,000 compared with approximately $127,000 at December 31, 2009. Cash and cash equivalents increased approximately $69,000 due to approximately $1,513,000 of cash provided by financing activities, partially offset by approximately $807,000 and $637,000 of cash used in investing and operating activities, respectively. Cash provided by financing activities consisted of advances received from an affiliate of the Managing General Partner, partially offset by principal payments made on the mortgage notes encumbering the Partnership’s investment property. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received and net withdrawals from restricted escrows.
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 six months ended June 30, 2010 and 2009, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. These funds were needed to fund operating expenses, property taxes and capital improvements at Lakeside Place Apartments during 2010 and 2009. During the six months ended June 30, 2010 and 2009, the Partnership borrowed approximately $1,653,000 and $1,161,000, respectively. Interest accrues at the prime rate plus 2% per annum (5.25% at June 30, 2010). Interest expense for the six months ended June 30, 2010 and 2009 was approximately $188,000 and $163,000, respectively. During the six months ended June 30, 2010, the Partnership made a payment of accrued interest of $75,000. During the six months ended June 30, 2009, the Partnership repaid advances and associated accrued interest of approximately $1,699,000. At June 30, 2010 and December 31, 2009, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $7,614,000 and $5,848,000, 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. Subsequent to June 30, 2010, the Partnership repaid AIMCO Properties, L.P. $50,000 of principal and accrued interest.
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 $642,000 of capital improvements at Lakeside Place Apartments during the six months ended June 30, 2010 consisting primarily of kitchen and bath resurfacing, floor covering replacements and construction related to the January 2010 fire casualty discussed above. These improvements were funded from operations, insurance proceeds and advances from AIMCO Properties, L.P., an affiliate of theManaging 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 and repairs as a result of the fire in January 2010 are anticipated during the remainder of 2010. Such capital expenditures will depend on the physical condition of the property as well as insurance proceeds 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, casualty repairs due to the January 2010 fire at Lakeside Place Apartments 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 thePartnership 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 $26,815,000 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 six months ended June 30, 2010 and 2009. 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 June 30, 2010, 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 2010 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 June 30, 2010. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. 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 control all such voting decisions with respect to the Partnership. However, Riverside Drive LLC, 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.
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 a 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 recognizean 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 properties. 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 4T. 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.
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked. The Partnership was not required to pay any settlement amounts. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees. Such mediation has not yet been scheduled. The Managing General Partner is uncertain as to the amount of any loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any loss will occur or a potential range of loss.
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. Additionalinformation 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CENTURY PROPERTIES FUND XV |
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| By: Fox Capital Management Corporation |
| Managing General Partner |
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Date: August 13, 2010 | By: /s/Steven D. Cordes |
| Steven D. Cordes |
| Senior Vice President |
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Date: August 13, 2010 | By: /s/Stephen B. Waters |
| Stephen B. Waters |
| Senior Director of Partnership Accounting |
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 June 13, 1989, and is thereafter supplemented contained in the Partnership's Registration Statement on Form S-11 (Reg. No. 2-79007).
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.
10.18 Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated May 6, 2009. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated May 6, 2009.
10.19 First Amendment to Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated June 26, 2009. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated June 26, 2009.
10.20 Second Amendment to Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated July 10, 2009. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 10, 2009.
10.21 Third Amendment to Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated July 17, 2009. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 17, 2009.
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.