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, 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). [ ] 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) |
| June 30, 2011 | December 31, 2010 |
|
Assets |
|
| |
Cash and cash equivalents | $ 109 | $ 488 | |
Receivables and deposits | 184 | 148 | |
Other assets | 710 | 377 | |
Restricted escrows | 52 | 309 | |
Investment property: |
|
| |
Land | 3,659 | 3,659 | |
Buildings and related personal property | 41,189 | 45,411 | |
Total investment property | 44,848 | 49,070 | |
Less accumulated depreciation | (27,870) | (31,863) | |
Investment property, net | 16,978 | 17,207 | |
Total assets | $ 18,033 | $ 18,529 | |
|
|
| |
Liabilities and Partners' Deficit |
|
| |
Liabilities |
|
| |
Accounts payable | $ 143 | $ 403 | |
Tenant security deposit liabilities | 118 | 110 | |
Accrued property taxes | 314 | 603 | |
Other liabilities | 284 | 315 | |
Due to affiliates | 8,762 | 7,610 | |
Mortgage notes payable | 26,508 | 26,670 | |
Total liabilities | 36,129 | 35,711 | |
|
|
| |
Partners' Deficit |
|
| |
General partners | (1,621) | (1,603) | |
Limited partners | (16,475) | (15,579) | |
Total partners’ deficit | (18,096) | (17,182) | |
Total liabilities and partners’ deficit | $ 18,033 | $ 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 June 30, 2011 | Three Months Ended June 30, 2010 |
Six Months Ended June 30, 2011 |
Six Months Ended June 30, 2010 |
Revenues: |
|
|
|
|
Rental income | $ 1,418 | $ 1,414 | $ 2,844 | $ 2,826 |
Other income | 221 | 194 | 434 | 367 |
Total revenues | 1,639 | 1,608 | 3,278 | 3,193 |
|
|
|
|
|
Expenses: |
|
|
|
|
Operating | 771 | 726 | 1,656 | 1,512 |
General and administrative | 60 | 62 | 115 | 125 |
Depreciation | 438 | 573 | 867 | 1,168 |
Interest | 627 | 580 | 1,240 | 1,188 |
Property taxes | 157 | 122 | 314 | 311 |
Total expenses | 2,053 | 2,063 | 4,192 | 4,304 |
|
|
|
|
|
Casualty gains | -- | 532 | -- | 1,389 |
|
|
|
|
|
Income (loss) from continuing operations |
(414) |
77 |
(914) |
278 |
|
|
|
|
|
Income from discontinued operations | -- | -- | -- | 110 |
|
|
|
|
|
Net income (loss) | $ (414) | $ 77 | $ (914) | $ 388 |
|
|
|
|
|
Net income (loss) allocated to general partners |
$ (8) |
$ 2 |
$ (18) |
$ 8 |
Net income (loss) allocated to limited partners |
$ (406) |
$ 75 |
$ (896) |
$ 380 |
|
|
|
|
|
Per limited partnership unit: |
|
|
|
|
Income (loss) from continuing operations |
$ (4.51) |
$ 0.83 |
$ (9.96) |
$ 3.02 |
Income from discontinued operations | -- | -- | -- | 1.20 |
Net income (loss) per limited partnership unit |
$ (4.51) |
$ 0.83 |
$ (9.96) |
$ 4.22 |
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XV
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(In thousands)
|
General Partners |
Limited Partners |
Total |
|
|
|
|
Partners' deficit at December 31, 2010 |
$(1,603) |
$(15,579) |
$(17,182) |
|
|
|
|
Net loss for the six months ended June 30, 2011 |
(18) |
(896) |
(914) |
|
|
|
|
Partners' deficit at June 30, 2011 |
$(1,621) |
$(16,475) |
$(18,096) |
See Accompanying Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Six Months Ended June 30, 2011 | Six Months Ended June 30, 2010 |
Cash flows from operating activities: |
|
|
Net income (loss) | $ (914) | $ 388 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
Depreciation | 867 | 1,168 |
Amortization of loan costs | 13 | 14 |
Casualty gain | -- | (1,499) |
Change in accounts: |
|
|
Receivables and deposits | (36) | (45) |
Other assets | (346) | (406) |
Accounts payable | (35) | 50 |
Tenant security deposit liabilities | 8 | (4) |
Accrued property taxes | (289) | (386) |
Other liabilities | (31) | (13) |
Due to affiliates | 86 | 96 |
Net cash used in operating activities | (677) | (637) |
|
|
|
Cash flows from investing activities: |
|
|
Property improvements and replacements | (863) | (1,256) |
Insurance proceeds received | 225 | 433 |
Net withdrawals from restricted escrows | 32 | 16 |
Net cash used in investing activities | (606) | (807) |
|
|
|
Cash flows from financing activities: |
|
|
Payments on mortgage notes payable | (162) | (140) |
Payment on advances from affiliate | (227) | -- |
Advances from affiliate | 1,293 | 1,653 |
Net cash provided by financing activities | 904 | 1,513 |
|
|
|
Net increase (decrease) in cash and cash equivalents | (379) | 69 |
|
|
|
Cash and cash equivalents at beginning of period | 488 | 127 |
Cash and cash equivalents at end of period | $ 109 | $ 196 |
|
|
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid for interest, net of capitalized interest | $ 1,228 | $ 1,063 |
|
|
|
Supplemental disclosure of non-cash activity: |
|
|
Property improvements and replacements included in accounts payable |
$ 30 |
$ 7 |
|
|
|
Insurance proceeds held on deposit with mortgage lender | $ -- | $ 1,096 |
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 months periods ended June 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. As of June 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 six months ended June 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 six months ended June 30, 2010 (in thousands):
| Six Months Ended |
| June 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 properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $161,000 and $157,000 for the six months ended June 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 $43,000 and $48,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses. At June 30, 2011, approximately $43,000 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 six months ended June 30, 2011 and 2010, as there were no operating distributions during the respective periods.
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 six months ended June 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 $87,000 of insurance proceeds for lost rents, which is included in receivables and deposits at June 30, 2011. During the six months ended June 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 June 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 six months ended June 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the six months ended June 30, 2010. 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 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 six months ended June 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 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.
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 June 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $30,802,000.
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 three months ended June 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 six months ended June 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 six months ended June 30, 2011 was approximately $414,000 and $914,000, respectively, compared to net income of approximately $77,000 and $388,000, respectively, for the corresponding periods in 2010. The consolidated statement of operations for the six months ended June 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 six months ended June 30, 2010 (in thousands):
| Six Months Ended June 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 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.
The Partnership recognized a loss from continuing operations of approximately $414,000 and $914,000 for the three and six months ended June 30, 2011, respectively, and income of approximately $77,000 and $278,000 for the three and six months ended June 30, 2010, respectively. The decrease in income from continuing operations for the three and six months ended June 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 $87,000 of insurance proceeds for lost rents, which is included in receivables and deposits at June 30, 2011. During the six months ended June 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 June 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 six months ended June 30, 2010. The $133,000 received for clean up costs was reflected as a reduction to operating expenses for the six months ended June 30, 2010. 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 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 six months ended June 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 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.
Total expenses for the three months ended June 30, 2011 decreased due to a decrease in depreciation expense, substantially offset by increases in operating, interest and property tax expenses. General and administrative expenses remained relatively constant for the comparable periods. Total expenses for the six months ended June 30, 2011 decreased due to a decrease in depreciation expense, partially offset by increases in operating and interest expenses. Property tax and general and administrative expenses remained relatively constant for the comparable periods. 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 three months ended June 30, 2011 due to an increase in utility costs. Operating expenses increased for the six months ended June 30, 2011 due to an increase in utility costs, 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 the three months ended June 30, 2011 due to an adjustment recorded during the three months ended June 30, 2010 to reflect lower property taxes 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 six months ended June 30, 2011 and 2010 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 increased for the three months ended June 30, 2011 due to an increase in other income. Rental income remained relatively constant for the three months ended June 30, 2011. Total revenues increased for the six months ended June 30, 2011 due to increases in rental income and other income. Rental income increased for the six months ended June 30, 2011 due to increases in occupancy and the average rental rate at Lakeside Place Apartments. Other income increased for both periods due to increases in resident utility reimbursements, cleaning and damage fees and parking fees.
Liquidity and Capital Resources
At June 30, 2011, the Partnership had cash and cash equivalents of approximately $109,000 compared with approximately $488,000 at December 31, 2010. Cash and cash equivalents decreased approximately $379,000 due to approximately $677,000 and $606,000 of cash used in operating and investing activities, respectively, partially offset by approximately $904,000 of cash provided by financing activities. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds and net withdrawals from restricted escrows. 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 six months ended June 30, 2011 and 2010, AIMCO Properties, L.P., agreed to advance funds in excess of the credit line. During the six months ended June 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 six months ended June 30, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $1,653,000 to fund property taxes, operating expenses and capital improvements at Lakeside Place Apartments. Interest accrues at the prime rate plus 2% per annum (5.25% at June 30, 2011). Interest expense for the six months ended June 30, 2011 and 2010 was approximately $216,000 and $188,000, respectively. During the six months ended June 30, 2011, the Partnership repaid advances and associated accrued interest of $400,000. During the six months ended June 30, 2010, the Partnership made a payment of accrued interest of $75,000. At June 30, 2011 and December 31, 2010, the outstanding balance of advances from AIMCO Properties, L.P., including accrued interest, was approximately $8,719,000 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 $638,000 of capital improvements at Lakeside Place Apartments during the six months ended June 30, 2011 consisting primarily of kitchen and bath resurfacing, floor covering replacement 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 $26,508,000 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, 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 June 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 June 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.
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. As of June 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.
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.
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.
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 12, 2011 | By: /s/Steven D. Cordes |
| Steven D. Cordes |
| Senior Vice President |
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Date: August 12, 2011 | 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).
10.1 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,m 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.
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.