0000711642-12-000060.txt : 20120329 0000711642-12-000060.hdr.sgml : 20120329 20120329122719 ACCESSION NUMBER: 0000711642-12-000060 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120329 DATE AS OF CHANGE: 20120329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVI CENTRAL INDEX KEY: 0000351931 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942704651 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10435 FILM NUMBER: 12722997 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10-K 1 cpf161211_10k.htm FORM 10-K FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

(Mark One)

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

 

For the fiscal year ended December 31, 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 0-10435

 

CENTURY PROPERTIES FUND XVI

(Exact name of registrant as specified in its charter)

 

California

94-2704651

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

80 International Drive, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (864) 239-1000

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Limited Partnership Units

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

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 T

 

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

 

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

 

DOCUMENTS INCORPORATED BY REFERENCE

None


FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws. 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: national and local economic conditions, including the pace of job growth and the level of unemployment; the terms of governmental regulations that can affect the Partnership and interpretations of those regulations; 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 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.

 

                                         PART I

 

Item 1.     Business

 

Century Properties Fund XVI (the "Partnership" or the "Registrant") was organized in December 1980 as a California limited partnership under the Uniform Limited Partnership Act of the California Corporations Code. Fox Capital Management Corporation (the "Managing General Partner" or "FCMC"), a California corporation, and Fox Realty Investors ("FRI” or the "Non-Managing General Partner"), a California general partnership, are the general partners of the Partnership. NPI Equity Investments II Inc., a Florida corporation ("NPI Equity"), is the managing partner of FRI. Both FCMC and NPI Equity are subsidiaries of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. The partnership agreement provides that the Partnership is to terminate on December 31, 2025 unless terminated prior to such date.

 

Beginning in August 1981 through April 1982, the Partnership offered and sold 130,000 Limited Partnership Units for an aggregate of $65,000,000. The net proceeds of this offering were used to acquire ten income-producing real estate properties. The Partnership's original property portfolio was geographically diversified with properties acquired in six states. The Partnership's acquisition activities were completed in 1983, and since then, the principal activity of the Partnership has been managing its portfolio. During the period from 1986 through 1991, eight multi-family residential properties were either sold or otherwise disposed. During 2004, one multi-family residential property was sold. During the year ended December 31, 2011, the Partnership sold its remaining property, Woods of Inverness Apartments, to a third party.

 

As of December 31, 2011, the Partnership adopted the liquidation basis of accounting, due to the sale of its remaining investment property, Woods of Inverness Apartments, during December 2011. TheManaging General Partner estimates the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

 

The Partnership has no full time employees. The Managing General Partner is vested with full authority as to the general management and supervision of the business and affairs of the Partnership.  The Non-Managing General Partner and the limited partners have no right to participate in the management or conduct of such business and affairs. An affiliate of the Managing General Partner provided day-to-day property management services to the Partnership's former investment property.

 

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

 

Item 1A.    Risk Factors

 

Not applicable.

 

Item 2.     Property

 

On December 21, 2011, the Partnership sold its sole investment property, Woods of Inverness Apartments, to a third party for a gross sale price of $9,000,000.  The net proceeds realized by the Partnership were approximately $8,818,000 after payment of closing costs of approximately $182,000. The Partnership used approximately $5,878,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $4,940,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $9,000 as a result of the write off of unamortized loan costs.

 

Capital Improvements

 

During the year ended December 31, 2011, the Partnership completed approximately $128,000 of capital improvements at Woods of Inverness Apartments, consisting primarily of countertops, office computers, air conditioning upgrades, water and sewer upgrades, floor covering replacement and construction related to the fire damage discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These improvements were funded from operating cash flow and insurance proceeds. The Partnership sold Woods of Inverness Apartments to a third party on December 21, 2011.

 

Item 3.     Legal Proceedings

 

None.

 

Item 4.     Mine Safety Disclosures

 

Not applicable.


PART II

 

Item 5.     Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

 

The Partnership, a publicly-held limited partnership, offered and sold in 1981 and 1982, 130,000 Limited Partnership Units (the "Units") aggregating $65,000,000. The Partnership currently has 129,640 Units outstanding held by 2,842 limited partners of record. Affiliates of the Managing General Partner owned 84,909.69 Units or 65.50% of the outstanding Units at December 31, 2011.  No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

 

There were no distributions made to the partners during the years ended December 31, 2011 or 2010. The Partnership’s cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

 

In addition to its indirect ownership of the general partner interests in the Partnership, Aimco and its affiliates owned 84,909.69 Units in the Partnership representing 65.50% of the outstanding Units at December 31, 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 65.50% of the outstanding Units, Aimco and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, with respect to 47,488.68 Units owned by AIMCO IPLP, L.P., an affiliate of the Managing General Partner and of Aimco, such affiliate is required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on Aimco and its affiliates' ability to influence voting decisions with respect to the Partnership. 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. 

 

Item 6.     Selected Financial Data

 

Not applicable.

 

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report.

 

Results of Operations

 

As of December 31, 2011, the Partnership adopted the liquidation basis of accounting due to the sale of its remaining investment property, Woods of Inverness Apartments, on December 21, 2011. Prior to adopting the liquidation basis of accounting, the Partnership’s net income was approximately $4,535,000 for the year ended December 31, 2011, compared to net loss of approximately $140,000 for the year ended December 31, 2010. The increase in net income is due to the gain from sale of discontinued operations in 2011, partially offset by an increase in loss from discontinued operations.

 

On December 21, 2011, the Partnership sold its sole investment property, Woods of Inverness Apartments, to a third party for a gross sale price of $9,000,000.  The net proceeds realized by the Partnership were approximately $8,818,000 after payment of closing costs of approximately $182,000. The Partnership used approximately $5,878,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $4,940,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $9,000 as a result of the write off of unamortized loan costs, which is included in interest expense.

 

Excluding the impact of the gain from sale of discontinued operations, the Partnership’s loss from discontinued operations was approximately $405,000 and $140,000 for the years ended December 31, 2011 and 2010, respectively. The increase in loss from discontinued operations is due to a decrease in total revenues and an increase in total expenses, partially offset by the recognition of a casualty gain in 2011.

 

The decrease in total revenues is due to a decrease in rental income. Other income remained constant for the comparable periods. The decrease in rental income is due to decreases in the average rental rate and occupancy at Woods of Inverness Apartments.

 

The increase in total expenses is primarily due to increases in property tax and general and administrative expenses, partially offset by a decrease in interest expense. Both operating and depreciation expenses remained relatively constant for the comparable periods. Property tax expense increased due to receipt of refunds during 2010 related to 2009 property tax appeals. The decrease in interest expense is primarily due to a lower variable interest rate on the mortgage that had encumbered the property and a decrease in interest on advances received from AIMCO Properties, L.P., an affiliate of the Managing General Partner, as a result of a decrease in the average outstanding balance, partially offset by the loss recognized in 2011 on the early extinguishment of debt, as discussed above.

 

The increase in general and administrative expenses is primarily due to the write off of costs associated with a potential refinancing of the mortgage encumbering Woods of Inverness Apartments. Also included in general and administrative expenses for the years ended December 31, 2011 and 2010 are reimbursements to the Managing General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

In January 2011, one apartment unit at the Partnership’s investment property was damaged by a grease fire.  The damages were approximately $7,000. During the year ended December 31, 2011, the Partnership recognized a casualty gain of approximately $7,000 as a result of the receipt of insurance proceeds of approximately $7,000, partially offset by the write off of undepreciated damaged assets of less than $1,000.

 

Liquidity and Capital Resources

 

The Partnership expects to liquidate during 2012 due to the sale of its remaining  investment property (see “Note A – Basis of Presentation” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data”).

 

At December 31, 2011, the Partnership had cash and cash equivalents of approximately $2,804,000, compared to approximately $124,000 at December 31, 2010.  Cash and cash equivalents increased approximately $2,680,000 due to approximately $8,694,000 and $195,000 of cash provided by investing and operating activities, respectively, partially offset by approximately $6,209,000 of cash used in financing activities. Cash provided by investing activities consisted of net proceeds from the sale of Woods of Inverness Apartments and insurance proceeds received, partially offset by property improvements and replacements. Cash used in financing activities consisted of repayment of the mortgage encumbering Woods of Inverness Apartments, repayment of advances from AIMCO Properties, L.P., and loan costs paid, partially offset by an advance received from AIMCO Properties, L.P.

 

AIMCO Properties, L.P., an affiliate of the Managing General Partner, made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the year ended December 31, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $15,000 to fund a fee to extend the maturity date of the mortgage encumbering the Partnership’s investment property. During the year ended December 31, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $121,000 to fund real estate taxes and fees to extend the maturity date of the mortgage encumbering the Partnership’s investment property. The advances bore interest at the prime rate plus 2% per annum. Interest expense amounted to approximately $11,000 and $21,000 for the years ended December 31, 2011 and 2010, respectively. During the years ended December 31, 2011 and 2010, the Partnership repaid advances and associated accrued interest of approximately $349,000 and $220,000, respectively, with proceeds from the sale of Woods of Inverness Apartments and cash from operations. At December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $323,000 and is included in due to affiliates on the consolidated balance sheet included in “Item 8. Financial Statements and Supplementary Data”. There were no outstanding advances or associated accrued interest owed at December 31, 2011.  

 

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2011 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner’s estimates as of the date of the consolidated financial statements.

 

In accordance with the liquidation basis of accounting, at December 31, 2011, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was an increase in net assets of approximately $3,310,000, which is included in the Consolidated Statements of Changes in Partners’ Capital (Deficiency)/Net Assets in Liquidation.

 

As of December 31, 2011, the General Partners had a deficit balance in their capital account of approximately $3,375,000.  Paragraph 5.3 of the Partnership Agreement states, “In the event that, immediately prior to the dissolution and termination of the Partnership following the sale or exchange of all of the Properties, and after crediting any gain or charging any loss pursuant to Paragraph 11.3, the General Partners shall have a deficiency in their capital account as determined in accordance with the accrual method of accounting, then the General Partners shall contribute in cash to the capital of the Partnership an amount which is equal to the deficiency in its capital account.”  See “Note B” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for an explanation of the allocation of gains and losses pursuant to Paragraph 11.3.  The Partnership believes that the General Partners will be required to contribute this amount to the Partnership in accordance with the Partnership Agreement. As a result, the Partnership has recorded a receivable for the deficit balance of approximately $3,375,000 in the General Partners’ capital account as of December 31, 2011.

 

There were no distributions made to the partners during the years ended December 31, 2011 or 2010. The Partnership's cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

 

Critical Accounting Policies and Estimates

 

A summary of the Partnership’s significant accounting policies is included in "Note B – Organization and Summary of Significant Accounting Policies" which is included in the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data". The Managing General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition.  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas.  The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

 

Impairment of Long-Lived Asset

 

Investment property was recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made 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 exceeded the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

 

Real property investment is subject to varying degrees of risk.  Several factors may have adversely affected the economic performance and value of the Partnership’s investment property. These factors included, but were 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 have adversely affected 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 have been offset by increased rents; 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 have caused an impairment of the Partnership’s asset.

 

Revenue Recognition

 

The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered 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, was recognized on a straight-line basis over the term of the lease.  The Partnership evaluated all accounts receivable from residents and established 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.

 

Assets Held for Sale


The Partnership classifies long-lived assets as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the asset; the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Depreciation is not recorded during the period in which the long-lived asset is classified as held for sale.  When the asset is designated as held for sale, the related results of operations are presented as discontinued operations.

 

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.



Report of Independent Registered Public Accounting Firm

 

 

The Partners

Century Properties Fund XVI

 

 

We have audited the consolidated statement of net assets in liquidation of Century Properties Fund XVI as of December 31, 2011, the consolidated balance sheet as of December 31, 2010, and the related consolidated statements of discontinued operations, changes in partners’ capital (deficiency)/net assets in liquidation, and cash flows for each of the two years in the period ended December 31, 2011. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those stan­dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

As discussed in Note A to the consolidated financial statements, on December 31, 2011 the Managing General Partner of Century Properties Fund XVI decided to liquidate the Partnership. As a result, the Partnership changed its basis of accounting as of December 31, 2011 from a going concern basis to a liquidation basis.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated net assets in liquidation of Century Properties Fund XVI as of December 31, 2011, the consolidated financial position at December 31, 2010, and the consolidated results of its discontinued operations and its cash flows for each of the two years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding paragraph.

 

 

/s/ERNST & YOUNG LLP

 

 

Greenville, South Carolina

March 29, 2012

 



                             CENTURY PROPERTIES FUND XVI

 

                             CONSOLIDATED BALANCE SHEET

                                   (in thousands)

December 31, 2010

 

                                         

 

 

 

 

 

 

Assets held for sale:

 

Cash and cash equivalents

$   124

Receivables and deposits

     94

Other assets

     86

Investment property:

 

Land

    905

Buildings and related personal property

 12,768

Total investment property

 13,673

Less accumulated depreciation

  (9,415)

Investment property, net

  4,258

Total assets

$ 4,562

 

 

Liabilities and Partners' Capital (Deficiency)

 

Liabilities related to assets held for sale:

 

Accounts payable

$    48

Accrued property taxes

    143

Tenant security deposit liabilities

     41

Other liabilities

     91

Due to affiliates

    323

Mortgage note payable

  5,878

Total liabilities

  6,524

Partners' Capital (Deficiency)

 

General partners

  (3,813)

Limited partners

  1,851

Total partners’ deficit

  (1,962)

Total liabilities and partners’ deficit

$ 4,562

 

 

See Accompanying Notes to Consolidated Financial Statements


CENTURY PROPERTIES FUND XVI

 

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

                        (in thousands, except per unit data)

 

 

 

Years Ended December 31,

 

2011

2010

Loss from continuing operations

$    --

$    --

Loss from discontinued operations:

 

 

Revenues:

 

 

Rental income

  1,618

  1,834

Other income

    291

    291

Total revenues

  1,909

  2,125

 

 

 

Expenses:

 

 

Operating

  1,272

  1,267

General and administrative

    220

    157

Depreciation

    586

    596

Interest

    104

    124

Property taxes

    139

    121

Total expenses

  2,321

  2,265

 

 

 

Casualty gain

      7

     --

 

 

 

Loss from discontinued operations

    (405)

    (140)

Gain from sale of discontinued operations

  4,940

     --

Net income (loss)

$ 4,535

 $  (140)

 

 

 

Net income (loss) allocated to general partners

$   373

 $   (10)

Net income (loss) allocated to limited partners

$ 4,162

 $  (130)

 

 

 

Loss from discontinued operations per limited partnership

 

 

  unit

 $ (2.91)

 $ (1.00)

Gain from sale of discontinued operations per limited

 

 

  partnership unit

  34.97

     --

Net income (loss) per limited partnership unit

$ 32.06

 $ (1.00)

 

 

See Accompanying Notes to Consolidated Financial Statements


                             CENTURY PROPERTIES FUND XVI

 

   CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)/NET ASSETS

IN LIQUIDATION

                                   (in thousands)

 

 

 

 

 

 

 

 

 

General

Limited

 

 

Partners

Partners

Total

 

 

 

 

Partners' capital (deficiency) at

 

 

 

December 31, 2009

 $(3,803)

 $ 1,981

 $(1,822)

 

 

 

 

Net loss for the year ended December 31, 2010

     (10)

    (130)

    (140)

 

 

 

 

Partners’ capital (deficiency) at

 

 

 

   December 31, 2010

  (3,813)

   1,851

  (1,962)

 

 

 

 

Net income for the year ended December 31, 2011

     373

   4,162

   4,535

 

 

 

 

Partners’ capital (deficiency) at

 

 

 

  December 31, 2011

 $(3,440)

 $ 6,013

   2,573

 

 

 

 

Adjustment to liquidation basis

 

 

   3,310

 

 

 

 

Net assets in liquidation at December 31, 2011

 

 

 $ 5,883

 

 

See Accompanying Notes to Consolidated Financial Statements


CENTURY PROPERTIES FUND XVI

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in thousands)

 

 

Years Ended

December 31,

 

2011

2010

Cash flows from operating activities:

 

 

Net income (loss)

$ 4,535

 $  (140)

Adjustments to reconcile net income (loss) to net cash

 

 

provided by operating activities:

 

 

Depreciation

    586

    596

Amortization of loan costs

     26

     30

Casualty gain

      (7)

     --

Bad debt expense

     44

     54

Gain from sale of discontinued operations

  (4,940)

     --

Loss on early extinguishment of debt

      9

     --

Change in accounts:

 

 

Receivables and deposits

     36

    (109)

Other assets

     66

     --

Accounts payable

      3

     27

Tenant security deposit liabilities

     (41)

      (2)

Accrued property taxes

    (143)

     (72)

Due to affiliates

      7

      5

Taxes payable

     15

     --

Other liabilities

      (1)

     (14)

Net cash provided by operating activities

    195

    375

 

 

 

Cash flows from investing activities:

 

 

Property improvements and replacements

    (131)

    (240)

Net proceeds from sale of discontinued operations

  8,818

     --

Insurance proceeds received

      7

     --

Net cash provided by (used in) investing activities

  8,694

    (240)

 

 

 

Cash flows from financing activities:

 

 

Repayment of mortgage note payable

  (5,878)

     --

Advances from affiliate

     15

    121

Repayment of advances from affiliate

    (331)

    (204)

Loan costs paid

     (15)

     (26)

Net cash used in financing activities

  (6,209)

    (109)

 

 

 

Net increase in cash and cash equivalents

  2,680

     26

Cash and cash equivalents at beginning of year

    124

     98

Cash and cash equivalents at end of year

$ 2,804

$   124

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$    82

$    89

 

 

 

Supplemental disclosure of non-cash activity:

 

 

Property improvements and replacements included in

 

 

  accounts payable

$    --

$     3

 

 

See Accompanying Notes to Consolidated Financial Statements


                             CENTURY PROPERTIES FUND XVI

 

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

                                  December 31, 2011

 

 

Note A – Basis of Presentation

 

As of December 31, 2011, Century Properties Fund XVI (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note H – Disposition of Investment Property“).

 

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2011 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner’s estimates as of the date of the consolidated financial statements.

 

As of December 31, 2011, the General Partners (as defined in “Note B”) had a deficit balance in their capital account of approximately $3,375,000.  Paragraph 5.3 of the Partnership Agreement states, “In the event that, immediately prior to the dissolution and termination of the Partnership following the sale or exchange of all of the Properties, and after crediting any gain or charging any loss pursuant to Paragraph 11.3, the General Partners shall have a deficiency in their capital account as determined in accordance with the accrual method of accounting, then the General Partners shall contribute in cash to the capital of the Partnership an amount which is equal to the deficiency in its capital account.”  See “Note B” below for an explanation of the allocation of gains and losses pursuant to Paragraph 11.3.  The Partnership believes that the General Partners will be required to contribute this amount to the Partnership in accordance with the Partnership Agreement. As a result, the Partnership has recorded a receivable for the deficit balance of approximately $3,375,000 in the General Partners’ capital account as of December 31, 2011.

 

Fox Capital Management Corporation, a California corporation (“FCMC” or the “Managing General Partner”) estimates that the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

 

The accompanying consolidated statements of discontinued operations for the years ended December 31, 2011 and 2010 reflect the operations of Woods of Inverness Apartments as discontinued operations and the balance sheet as of December 31, 2010 reflects the assets and liabilities of Woods of Inverness Apartments as held for sale as a result of the property’s sale to a third party on December 21, 2011, (as discussed in “Note H”).

 

Note B – Organization and Summary of Significant Accounting Policies

 

Organization: The Partnership is a California limited partnership organized in December 1980 to acquire and operate residential apartment properties.  The Partnership's general partners are FCMC and Fox Realty Investors ("FRI") (collectively, the “General Partners”). The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2025 unless terminated prior to such date.

 

Subsequent Events:  The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

 

Reclassifications: Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

 

Principles of Consolidation: The Partnership's consolidated financial statements include the accounts of the Partnership and one wholly owned partnership. All significant interpartnership transactions have been eliminated.

 

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Allocation to Partners: Net income and losses (excluding those arising from the occurrence of sales or dispositions) of the Partnership will be allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.

 

Distributions of available cash, except as discussed below, are allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.

 

In accordance with the Partnership’s agreement of limited partnership (the “Partnership Agreement”), any gain from the sale or other disposition of Partnership properties shall be allocated: (i) to the General Partners to the extent they are entitled to receive distributions of cash; (ii) 7% to the General Partners and 93% to the limited partners, to the extent the General Partners have a deficit capital balance; and (iii) to the limited partners.

 

Cash from sales or other disposition, or refinancing and working capital reserves must be distributed as follows: (i) first, 2% to the General Partners and 98% to the limited partners until an aggregate amount is distributed to the limited partners equal to the total of their original invested capital contributed plus 8% per year, determined on a cumulative, noncompounded basis, on adjusted invested capital, adjusted as needed, of such Limited Partnership Unit Holder; (ii) second, to the General Partners 15% of any additional cash from sales or refinancing and working capital reserve available for distribution, and (iii) the remainder shall be allocated 98% to the limited partners and 2% to the General Partners. Upon sale of all properties and termination of the Partnership, the General Partners may be required to contribute certain funds to the Partnership in accordance with the Partnership Agreement, as discussed in “Note A”.

 

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $2,795,000 and $85,000 at December 31, 2011 and 2010, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

 

Depreciation: Depreciation was provided by the straight-line method over the estimated lives of the apartment property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method was used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years.

 

Leases: The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered 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, was recognized on a straight-line basis over the term of the lease.  The Partnership evaluated all accounts receivable from residents and established 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.

 

Tenant Security Deposits: The Partnership required security deposits from lessees for the duration of the lease. The security deposits were refunded when the tenant vacated, provided the tenant had not damaged the unit and was current on rental payments.

 

Abandoned Units: During the years ended December 31, 2011 and 2010, the number of limited partnership units (the “Units”) decreased by 159 and 42 Units, respectively, due to limited partners abandoning their Units. In abandoning his or her Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment.

 

Net Income (Loss) Per Limited Partnership Unit: Net income (loss) per Limited Partnership Unit is computed by dividing net income (loss) allocated to the limited partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 129,799 and 129,841 Units outstanding for 2011 and 2010, respectively.

 

Deferred Costs: Loan costs of approximately $120,000, less accumulated amortization of approximately $100,000 were included in other assets at December 31, 2010 and were being amortized over the term of the related loan agreement. Amortization expense for the years ended December 31, 2011 and 2010 was approximately $26,000 and $30,000, respectively, and was included in interest expense. During the year ended December 31, 2011, loan costs of approximately $135,000 and accumulated amortization of approximately $126,000 were written off in connection with the sale of the property, resulting in a loss on early extinguishment of debt of approximately $9,000.

 

Leasing commissions and other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.

 

Investment Property: Investment property consisted of one apartment complex and was stated at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. The Partnership capitalized costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs were payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level.  The Partnership capitalized interest, property taxes and insurance during periods in which redevelopment and construction projects were in progress. The Partnership did not capitalize any costs related to interest, property taxes or insurance during the years ended December 31, 2011 and 2010. Capitalized costs were depreciated over the estimated useful life of the asset.  The Partnership charged to expense as incurred costs that did not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

 

If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made 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 exceeded the estimated aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ended December 31, 2011 and 2010.

 

Advertising Costs: The Partnership expensed the costs of advertising as incurred.  Advertising expense was approximately $94,000 and $112,000 for the years ended December 31, 2011 and 2010, respectively, and is included in operating expenses.

 

Segment Reporting: Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.

 

Note C – Adjustment to Liquidation Basis of Accounting

 

At December 31, 2011, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was an increase in net assets of approximately $3,310,000, which is included in the Consolidated Statements of Changes in Partners’ Capital (Deficiency)/Net Assets in Liquidation.

 

Note D - Mortgage Note Payable

 

The mortgage indebtedness that encumbered Woods of Inverness Apartments of approximately $5,878,000 was refinanced during 2007 under a secured real estate credit facility (“Secured Credit Facility”) which had a maturity date of October 1, 2010. On July 31, 2010, AIMCO Properties, L.P. exercised its option to extend the maturity date of the Secured Credit Facility to October 1, 2011. On August 10, 2011, AIMCO Properties, L.P. exercised its option to further extend the maturity date of the Secured Credit Facility to October 1, 2012. In connection with the extensions, AIMCO Properties, L.P. paid extension fees of approximately $15,000 and $26,000 on behalf of the Partnership during the years ended December 31, 2011 and 2010, respectively. These extension fees were capitalized as loan costs.

 

On December 21, 2011, the Partnership repaid the mortgage debt encumbering the property of approximately $5,878,000 in connection with the sale of the property (see “Note H”).

 

Note E - Income Taxes

 

The Partnership is classified as a partnership for Federal income purposes. Accordingly, no provision for Federal income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

 

The Partnership adopted the liquidation basis of accounting effective December 31, 2011.

 

The following is a reconciliation of reported net income (loss) and Federal taxable income (in thousands except per unit data):

 

 

2011

2010

 

 

Net income (loss) as reported

$4,535

 $ (140)

(Deduct) add:

 

 

  Unearned revenue

    (15)

     2

  Depreciation differences

   407

   303

  Miscellaneous

    (25)

    (13)

  Gain on sale of property

   741

    --

 

 

 

Federal taxable income

$5,643

$  152

 

 

 

Federal taxable income per limited

 

 

  partnership unit

$40.08

$ 1.09

 

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands):

 

 

2011

2010

 

 

 

Net assets (liabilities) as reported

   $ 5,883

  $(1,962)

Land and buildings

        --

   (9,770)

Accumulated depreciation

        --

    8,736

Partner receivable

    (3,375)

       --

Syndication and distribution costs

     8,258

    8,258

Other

       197

       53

 

 

 

Net assets - Federal tax basis

   $10,963

  $ 5,315

 

While the Partnership is not subject to Federal income tax, it is subject to tax related to its Texas activities. During the year ended December 31, 2011, the Partnership recognized current tax expense of approximately $55,000, of which approximately $40,000 is reflected as a reduction of gain from sale of discontinued operations as a result of the sale of Woods of Inverness Apartments and approximately $15,000 is reflected in operating expenses. The corresponding liability is included in taxes payable at December 31, 2011.

 

Note F - 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 reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $95,000 and $105,000 for the years ended December 31, 2011 and 2010, respectively, which are included in operating expenses.

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $71,000 and $65,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses. At December 31, 2011, approximately $14,000 of accountable administrative expenses were unpaid and are included in due to affiliates. There were no amounts outstanding at December 31, 2010. Subsequent to December 31, 2011, the Partnership paid the outstanding balance of accountable administrative expenses.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner was entitled to receive a Partnership management fee equal to 5% of the Partnership's adjusted cash from operations as distributed. No such fees were paid for the years ended December 31, 2011 and 2010 as there were no distributions from operations during either period.

 

AIMCO Properties, L.P., an affiliate of the Managing General Partner, made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the year ended December 31, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $15,000 to fund a fee to extend the maturity date of the mortgage encumbering the Partnership’s investment property. During the year ended December 31, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $121,000 to fund real estate taxes and fees to extend the maturity date of the mortgage encumbering the Partnership’s investment property. The advances bore interest at the prime rate plus 2% per annum. Interest expense amounted to approximately $11,000 and $21,000 for the years ended December 31, 2011 and 2010, respectively. During the years ended December 31, 2011 and 2010, the Partnership repaid advances and associated accrued interest of approximately $349,000 and $220,000, respectively, with proceeds from the sale of Woods of Inverness Apartments and cash from operations. At December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $323,000 and is included in due to affiliates. There were no outstanding advances or associated accrued interest owed at December 31, 2011.  

 

The Partnership insured 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 insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $67,000 and $87,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interests in the Partnership, Aimco and its affiliates owned 84,909.69 Units in the Partnership representing 65.50% of the outstanding Units at December 31, 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 65.50% of the outstanding Units, Aimco and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, with respect to 47,488.68 Units owned by AIMCO IPLP, L.P., an affiliate of the Managing General Partner and of Aimco, such affiliate is required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on Aimco and its affiliates' ability to influence voting decisions with respect to the Partnership. 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. 

 

Note G – Casualty Event

 

In January 2011, one apartment unit at the Partnership’s investment property was damaged by a grease fire.  The damages were approximately $7,000. During the year ended December 31, 2011, the Partnership recognized a casualty gain of approximately $7,000 as a result of the receipt of insurance proceeds of approximately $7,000, partially offset by the write off of undepreciated damaged assets of less than $1,000.

 

Note H – Disposition of Investment Property

 

On December 21, 2011, the Partnership sold its sole investment property, Woods of Inverness Apartments, to a third party for a gross sale price of $9,000,000.  The net proceeds realized by the Partnership were approximately $8,818,000 after payment of closing costs of approximately $182,000. The Partnership used approximately $5,878,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $4,940,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $9,000 as a result of the write off of unamortized loan costs, which is included in interest expense.

 

Note I - Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its former 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 for the proper operation of the disposal facility. 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 former property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its former property. 


ITEM 9.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A.    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. 

 

Management’s Report on Internal Control Over Financial Reporting

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2011.  In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2011, the Partnership’s internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

 

(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 fourth quarter of 2011 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

Item 9B.    Other Information

 

None.


PART III

 

Item 10.    Directors, Executive Officers and Corporate Governance

 

Century Properties Fund XVI (the “Partnership” or the “Registrant”) has no officers or directors. Fox Capital Management Corporation (“FCMC” or the “Managing General Partner”) manages and controls substantially all of the Partnership’s affairs and has general responsibility in all matters affecting its business.

 

The names and ages of, as well as the positions and offices held by, the present directors and officers of the Managing General Partner are set forth below. There are no family relationships between or among any officers or directors.

 

Name

Age

Position

 

 

 

Steven D. Cordes

40

Director and Senior Vice President

John Bezzant

49

Director and Executive Vice President

Ernest M. Freedman

41

Executive Vice President and Chief Financial Officer

Lisa R. Cohn

43

Executive Vice President, General Counsel and Secretary

Paul Beldin

38

Senior Vice President and Chief Accounting Officer

Stephen B. Waters

50

Senior Director of Partnership Accounting

 

Steven D. Cordes was appointed as a Director of the Managing General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the Managing General Partner and Aimco since May 2007.  Mr. Cordes joined Aimco in 2001 as a Vice President of Capital Markets with responsibility for Aimco’s joint ventures and equity capital markets activity.  Prior to joining Aimco, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

 

John Bezzant was appointed as a Director of the Managing General Partner effective December 16, 2009.  Mr. Bezzant was appointed Executive Vice President of the Managing General Partner and Aimco in January 2011 and prior to that time was a Senior Vice President of the Managing General Partner and Aimco since joining Aimco in June 2006.  Prior to joining Aimco, Mr. Bezzant spent over 20 years with Prologis, Inc. and Catellus Development Corporation in a variety of executive positions, including those with responsibility for transactions, fund management, asset management, leasing and operations.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

 

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the Managing General Partner and Aimco in November 2009.   Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining Aimco, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

 

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the Managing General Partner and Aimco in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of Aimco.  Ms. Cohn joined Aimco in July 2002 as Vice President and Assistant General Counsel.  Prior to joining Aimco, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

 

Paul Beldin joined Aimco in May 2008 and has served as Senior Vice President and Chief Accounting Officer of Aimco and the Managing General Partner since that time.  Prior to joining Aimco, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

 

Stephen B. Waters was appointed Senior Director of Partnership Accounting of Aimco and the Managing General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with Aimco and serves as the equivalent of the principal financial officer of the Partnership.  Mr. Waters joined Aimco as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the Managing General Partner and Aimco in April 2004.  Prior to joining Aimco, Mr. Waters was a senior manager at Ernst & Young LLP.

 

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

 

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

 

The board of directors of the Managing General Partner does not have a separate audit committee. As such, the board of directors of the Managing General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

 

The directors and officers of the Managing General Partner with authority over the Partnership are all employees of subsidiaries of Aimco. Aimco has adopted a code of ethics that applies to such directors and officers that is posted on Aimco's website (www.Aimco.com). Aimco's website is not incorporated by reference to this filing.

 

Item 11.    Executive Compensation

 

No direct form of compensation or remuneration was paid by the Partnership to any officer or director of Fox Capital Management Corporation during the year ended December 31, 2011.

 


Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partnership Units (the “Units”) of the Registrant as of December 31, 2011.

 

Name of

 

Percentage

Beneficial Owner

Number of Units

of Class

 

 

 

AIMCO Bethesda Holdings Inc.

 

 

  (an affiliate of Aimco)

84,909.69

65.50%

 

AIMCO Bethesda Holdings Inc. is indirectly ultimately controlled by Aimco.  Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

 

No director or officer of the Managing General Partner owns any Units. 

 

Item 13.    Certain Relationships and Related Transactions, and Director Independence

 

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 reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $95,000 and $105,000 for the years ended December 31, 2011 and 2010, respectively, which are included in operating expenses on the consolidated statements of discontinued operations included in “Item 8. Financial Statements and Supplementary Data”.

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $71,000 and $65,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses on the consolidated statements of discontinued operations included in “Item 8. Financial Statements and Supplementary Data”. At December 31, 2011, approximately $14,000 of accountable administrative expenses were unpaid and are included in due to affiliates. There were no amounts outstanding at December 31, 2010. Subsequent to December 31, 2011, the Partnership paid the outstanding balance of accountable administrative expenses.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner was entitled to receive a Partnership management fee equal to 5% of the Partnership's adjusted cash from operations as distributed. No such fees were paid for the years ended December 31, 2011 and 2010 as there were no distributions from operations during either period.

 

AIMCO Properties, L.P., an affiliate of the Managing General Partner, made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the year ended December 31, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $15,000 to fund a fee to extend the maturity date of the mortgage encumbering the Partnership’s investment property. During the year ended December 31, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $121,000 to fund real estate taxes and fees to extend the maturity date of the mortgage encumbering the Partnership’s investment property. The advances bore interest at the prime rate plus 2% per annum. Interest expense amounted to approximately $11,000 and $21,000 for the years ended December 31, 2011 and 2010, respectively. During the years ended December 31, 2011 and 2010, the Partnership repaid advances and associated accrued interest of approximately $349,000 and $220,000, respectively, with proceeds from the sale of Woods of Inverness Apartments and cash from operations. At December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $323,000 and is included in due to affiliates on the consolidated balance sheet included in “Item 8. Financial Statements and Supplementary Data”. There were no outstanding advances or associated accrued interest owed at December 31, 2011.

 

The Partnership insured 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 insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $67,000 and $87,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interests in the Partnership, Aimco and its affiliates owned 84,909.69 Units in the Partnership representing 65.50% of the outstanding Units at December 31, 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 65.50% of the outstanding Units, Aimco and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, with respect to 47,488.68 Units owned by AIMCO IPLP, L.P., an affiliate of the Managing General Partner and of Aimco, such affiliate is required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on Aimco and its affiliates' ability to influence voting decisions with respect to the Partnership. 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.

 

Neither of the Managing General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Managing General Partner.

 



PART IV

 

Item 15.  Exhibits, Financial Statement Schedules.

 

(a)   The following consolidated financial statements of the Registrant are included in Item 8:

 

Consolidated Statement of Net Assets in Liquidation - December 31, 2011.

 

Consolidated Balance Sheet – December 31, 2010.

 

Consolidated Statements of Discontinued Operations - Years ended December 31, 2011 and 2010.

 

Consolidated Statements of Changes in Partners' Capital (Deficiency)/Net Assets in Liquidation – Years ended December 31, 2011 and 2010.

 

Consolidated Statements of Cash Flows – Years ended December 31, 2011 and 2010.

 

Notes to Consolidated Financial Statements.

 

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

 

(b)Exhibits:

 

See Exhibit index.

 

The agreements included as exhibits to this Form 10-K 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-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 


SIGNATURES

 

 

 

Pursuant to the requirements of Section 13 or 15(d) 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 XVI

 

 

 

By:   Fox Capital Management Corporation

 

      Managing General Partner

 

 

 

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership

      Accounting

 

 

 

Date: March 29, 2012

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/John Bezzant

Director and Executive

Date: March 29, 2012

John Bezzant

Vice President

 

 

 

 

/s/Steven D. Cordes

Director and Senior

Date: March 29, 2012

Steven D. Cordes

Vice President

 

 

 

 

/s/Stephen B. Waters

Senior Director of Partnership

Date: March 29, 2012

Stephen B. Waters

Accounting

 


CENTURY PROPERTIES FUND XVI

 

EXHIBIT INDEX

 

 

Exhibit Number   Description of Exhibit

 

 

     2.5         Master Indemnity Agreement incorporated by reference to Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on September 1, 1995.

 

     3.4         Agreement of Limited Partnership incorporated by reference to Exhibit A to the Prospectus of the Registrant dated August 17, 1981 and thereafter supplemented June 25, 1979 included in the Registrant's Registration Statement on Form S-11 (Reg. No. 2-71473).

 

10.16       Purchase and Sale Contract, dated November 1, 2011, between Woods of Inverness CPF 16, L.P., a Delaware limited partnership, and Commerce Capital Partners, LLC, a Delaware limited liability company. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated November 1, 2011).

 

10.17           First Amendment to Purchase and Sale Contract between Woods of Inverness CPF 16, L.P., a Delawarelimited partnership,and ComCapp Woods of Inverness, LLC, a Texas limited liability company, dated December 21, 2011. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated December 21, 2011.)

 

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

 

101               XBRL (Extensible Business Reporting Language). The following materials from Century Properties Fund XVI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL: (i) consolidated statement of net assets in liquidation, (ii) consolidated balance sheet, (iii) consolidated statements of discontinued operations, (iv) consolidated statements of changes in partners’ capital (deficiency)/net assets in liquidation, (v) consolidated statements of cash flows, and (vi) notes to consolidated financial statements (1)

 

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

EX-31.1 2 cpf161211_ex311.htm EXHIBIT 31.1 Exhibit 31

Exhibit 31.1

CERTIFICATION

I, Steven D. Cordes, certify that:

1.    I have reviewed this annual report on Form 10-K of Century Properties Fund XVI;

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: March 29, 2012

 

/s/Steven D. Cordes

Steven D. Cordes

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

EX-31.2 3 cpf161211_ex312.htm EXHIBIT 31.2 Exhibit 31

Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.    I have reviewed this annual report on Form 10-K of Century Properties Fund XVI;

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: March 29, 2012

 

/s/Stephen B. Waters

Stephen B. Waters

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

EX-32.1 4 cpf161211_ex321.htm EXHIBIT 32.1 Exhibit 32

Exhibit 32.1

 

 

Certification of CEO and CFO

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

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

In connection with the Annual Report on Form 10-K of Century Properties Fund XVI (the "Partnership"), for the fiscal year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven D. Cordes, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

 

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

 

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

 

 

      /s/Steven D. Cordes

 

Name: Steven D. Cordes

 

Date: March 29, 2012

 

 

 

      /s/Stephen B. Waters

 

Name: Stephen B. Waters

 

Date: March 29, 2012

 

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

EX-101.INS 5 cpf16-20111231.xml XBRL INSTANCE DOCUMENT 10-K 2011-12-31 false CENTURY PROPERTIES FUND XVI 0000351931 --12-31 129640 Smaller Reporting Company Yes No No 2011 FY 124000 94000 86000 905000 12768000 13673000 -9415000 4258000 4562000 48000 143000 41000 91000 323000 5878000 6524000 -3813000 1851000 -1962000 4562000 0000 0000 1618000 1834000 291000 291000 1909000 2125000 1272000 1267000 220000 157000 586000 596000 104000 124000 139000 121000 2321000 2265000 7000 0000 -405000 -140000 4940000 0000 4535000 -140000 373000 -10000 4162000 -130000 -2.91 -1.00 34.97 0.00 32.06 -1.00 26000 30000 -7000 0000 44000 54000 -4940000 0000 9000 0000 36000 -109000 66000 0000 3000 27000 -41000 -2000 -143000 -72000 7000 5000 15000 0000 -1000 -14000 195000 375000 -131000 -240000 8818000 0000 7000 0000 8694000 -240000 -5878000 0000 15000 121000 -331000 -204000 -15000 -26000 -6209000 -109000 2680000 26000 124000 98000 2804000 124000 82000 89000 0000 3000 <!--egx--><p style="TEXT-ALIGN:justify; TEXT-INDENT:-0.5in; MARGIN:0in -4.5pt 0pt 0.5in"><b><u>Note A &#150; Basis of Presentation</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">As of December 31, 2011, Century Properties Fund XVI (the &#147;Partnership&#148; or &#147;Registrant&#148;) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in &#147;Note H &#150; Disposition of Investment Property&#147;).</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2011 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner&#146;s estimates as of the date of the consolidated financial statements.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">As of December 31, 2011, the General Partners (as defined in &#147;Note B&#148;) had a deficit balance in their capital account of approximately $3,375,000.&nbsp; Paragraph 5.3 of the Partnership Agreement states, &#147;In the event that, immediately prior to the dissolution and termination of the Partnership following the sale or exchange of all of the Properties, and after crediting any gain or charging any loss pursuant to Paragraph 11.3, the General Partners shall have a deficiency in their capital account as determined in accordance with the accrual method of accounting, then the General Partners shall contribute in cash to the capital of the Partnership an amount which is equal to the deficiency in its capital account.&#148;&nbsp; See &#147;Note B&#148; below for an explanation of the allocation of gains and losses pursuant to Paragraph 11.3.&nbsp; The Partnership believes that the General Partners will be required to contribute this amount to the Partnership in accordance with the Partnership Agreement. As a result, the Partnership has recorded a receivable for the deficit balance of approximately $3,375,000 in the General Partners&#146; capital account as of December 31, 2011.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Fox Capital Management Corporation, a California corporation (&#147;FCMC&#148; or the &#147;Managing General Partner&#148;) estimates that the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner&#146;s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The accompanying consolidated statements of discontinued operations for the years ended December 31, 2011 and 2010 reflect the operations of Woods of Inverness Apartments as discontinued operations and the balance sheet as of December 31, 2010 reflects the assets and liabilities of Woods of Inverness Apartments as held for sale as a result of the property&#146;s sale to a third party on December 21, 2011, (as discussed in &#147;Note H&#148;).</p> <h5 style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><font style="TEXT-DECORATION:none"><u>&nbsp;</u></font></h5> <p style="TEXT-ALIGN:justify; TEXT-INDENT:-0.5in; MARGIN:0in -4.5pt 0pt 0.5in"><b><u>Note B &#150; Organization and Summary of Significant Accounting Policies</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Organization</u>: The Partnership is a California limited partnership organized in December 1980 to acquire and operate residential apartment properties.&nbsp; The Partnership's general partners are FCMC and Fox Realty Investors ("FRI") (collectively, the &#147;General Partners&#148;). The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.&nbsp; The Partnership Agreement provides that the Partnership is to terminate on December 31, 2025 unless terminated prior to such date. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Subsequent Events</u>:&nbsp; The Partnership&#146;s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Reclassifications</u>: Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Principles of Consolidation</u>: The Partnership's consolidated financial statements include the accounts of the Partnership and one wholly owned partnership. All significant interpartnership transactions have been eliminated.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Use of Estimates</u>: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Allocation to Partners</u>: Net income and losses (excluding those arising from the occurrence of sales or dispositions) of the Partnership will be allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Distributions of available cash, except as discussed below, are allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In accordance with the Partnership&#146;s agreement of limited partnership (the &#147;Partnership Agreement&#148;), any gain from the sale or other disposition of Partnership properties shall be allocated: (i) to the General Partners to the extent they are entitled to receive distributions of cash; (ii) 7% to the General Partners and 93% to the limited partners, to the extent the General Partners have a deficit capital balance; and (iii) to the limited partners.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Cash from sales or other disposition, or refinancing and working capital reserves must be distributed as follows: (i) first, 2% to the General Partners and 98% to the limited partners until an aggregate amount is distributed to the limited partners equal to the total of their original invested capital contributed plus 8% per year, determined on a cumulative, noncompounded basis, on adjusted invested capital, adjusted as needed, of such Limited Partnership Unit Holder; (ii) second, to the General Partners 15% of any additional cash from sales or refinancing and working capital reserve available for distribution, and (iii) the remainder shall be allocated 98% to the limited partners and 2% to the General Partners. Upon sale of all properties and termination of the Partnership, the General Partners may be required to contribute certain funds to the Partnership in accordance with the Partnership Agreement, as discussed in &#147;Note A&#148;.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Cash and Cash Equivalents</u>: Cash and cash equivalents include cash on hand and in banks.&nbsp; At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $2,795,000 and $85,000 at December 31, 2011 and 2010, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Depreciation</u>: Depreciation was provided by the straight-line method over the estimated lives of the apartment property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method was used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Leases</u>: The Partnership generally leased apartment units for twelve-month terms or less.&nbsp; The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.&nbsp; Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease.&nbsp; The Partnership evaluated all accounts receivable from residents and established 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.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Tenant Security Deposits</u>: The Partnership required security deposits from lessees for the duration of the lease. The security deposits were refunded when the tenant vacated, provided the tenant had not damaged the unit and was current on rental payments.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Abandoned Units</u>: During the years ended December 31, 2011 and 2010, the number of limited partnership units (the &#147;Units&#148;) decreased by 159 and 42 Units, respectively, due to limited partners abandoning their Units. In abandoning his or her Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Net Income (Loss) Per Limited Partnership Unit</u>: Net income (loss) per Limited Partnership Unit is computed by dividing net income (loss) allocated to the limited partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 129,799 and 129,841 Units outstanding for 2011 and 2010, respectively.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Deferred Costs</u>: Loan costs of approximately $120,000, less accumulated amortization of approximately $100,000 were included in other assets at December 31, 2010 and were being amortized over the term of the related loan agreement. Amortization expense for the years ended December 31, 2011 and 2010 was approximately $26,000 and $30,000, respectively, and was included in interest expense. During the year ended December 31, 2011, loan costs of approximately $135,000 and accumulated amortization of approximately $126,000 were written off in connection with the sale of the property, resulting in a loss on early extinguishment of debt of approximately $9,000.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Leasing commissions and other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases.&nbsp; Amortization of these costs is included in operating expenses.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p> <p style="MARGIN:0in 0in 0pt"><u>Investment Property</u>: Investment property consisted of one apartment complex and was stated at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. The Partnership capitalized costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs were payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level.&nbsp; The Partnership capitalized interest, property taxes and insurance during periods in which redevelopment and construction projects were in progress. The Partnership did not capitalize any costs related to interest, property taxes or insurance during the years ended December 31, 2011 and 2010. Capitalized costs were depreciated over the estimated useful life of the asset.&nbsp; The Partnership charged to expense as incurred costs that did not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made an assessment of its recoverability by comparing the carrying amount to the Partnership&#146;s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeded the estimated aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ended December 31, 2011 and 2010.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Advertising Costs</u>: The Partnership expensed the costs of advertising as incurred.&nbsp; Advertising expense was approximately $94,000 and $112,000 for the years ended December 31, 2011 and 2010, respectively, and is included in operating expenses.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Segment Reporting</u>: Financial Accounting Standards Board Accounting Standards Codification (&#147;ASC&#148;) Topic 280-10, &#147;Segment Reporting&#148;, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note C &#150; Adjustment to Liquidation Basis of Accounting</u></b></p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">At December 31, 2011, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was an increase in net assets of approximately $3,310,000, which is included in the Consolidated Statements of Changes in Partners&#146; Capital (Deficiency)/Net Assets in Liquidation. </p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note D - Mortgage Note Payable</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The mortgage indebtedness that encumbered Woods of Inverness Apartments of approximately $5,878,000 was refinanced during 2007 under a secured real estate credit facility (&#147;Secured Credit Facility&#148;) which had a maturity date of October 1, 2010. On July 31, 2010, AIMCO Properties, L.P. exercised its option to extend the maturity date of the Secured Credit Facility to October 1, 2011. On August 10, 2011, AIMCO Properties, L.P. exercised its option to further extend the maturity date of the Secured Credit Facility to October 1, 2012. In connection with the extensions, AIMCO Properties, L.P. paid extension fees of approximately $15,000 and $26,000 on behalf of the Partnership during the years ended December 31, 2011 and 2010, respectively. These extension fees were capitalized as loan costs.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">On December 21, 2011, the Partnership repaid the mortgage debt encumbering the property of approximately $5,878,000 in connection with the sale of the property (see &#147;Note H&#148;).</p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note E - Income Taxes</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership is classified as a partnership for Federal income purposes. Accordingly, no provision for Federal income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners. </p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership adopted the liquidation basis of accounting effective December 31, 2011.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The following is a reconciliation of reported net income (loss) and Federal taxable income (in thousands except per unit data):</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <table style="BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u>2011</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u>2010</u></p></td></tr> <tr style="HEIGHT:8.65pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="228" colspan="2" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:171pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Net income (loss) as reported</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">$4,535</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;$ (140)</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">(Deduct) add:</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp; Unearned revenue</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp;&nbsp; (15)</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp;&nbsp;&nbsp; 2</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp; Depreciation differences</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp; 407</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp; 303</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp; Miscellaneous</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp;&nbsp; (25)</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;&nbsp;&nbsp; (13)</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp; Gain on sale of property</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;<u>&nbsp; 741</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;<u>&nbsp;&nbsp; --</u></p></td></tr> <tr style="HEIGHT:8.65pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Federal taxable income</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">$<u style="text-underline:double">5,643</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">$<u style="text-underline:double">&nbsp; 152</u></p></td></tr> <tr style="HEIGHT:8.65pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:8.65pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Federal taxable income per limited</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td></tr> <tr style="HEIGHT:14pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:14pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp; partnership unit</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:14pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">$<u style="text-underline:double">40.08</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:14pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">$<u style="text-underline:double"> 1.09</u></p></td></tr></table> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands):</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <table style="BORDER-COLLAPSE:collapse" cellpadding="0" cellspacing="0"> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u>2011</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u>2010</u></p></td></tr> <tr style="HEIGHT:0.1in"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center"><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Net assets (liabilities) as reported</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp; $ 5,883</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp; $(1,962)</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Land and buildings</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; --</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp; (9,770)</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Accumulated depreciation</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; --</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp; 8,736</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Partner receivable</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp; (3,375)</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; --</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Syndication and distribution costs</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp;&nbsp; 8,258</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp; 8,258</p></td></tr> <tr style="HEIGHT:12pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Other</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;&nbsp; <u>&nbsp;&nbsp;&nbsp;197</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:12pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;53</u></p></td></tr> <tr style="HEIGHT:0.1in"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:0.1in; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:center; MARGIN:0in 0in 0pt" align="center">&nbsp;</p></td></tr> <tr style="HEIGHT:15pt"> <td width="373" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:279.9pt; PADDING-RIGHT:5.4pt; HEIGHT:15pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">Net assets - Federal tax basis</p></td> <td width="120" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:1.25in; PADDING-RIGHT:5.4pt; HEIGHT:15pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp; $<u style="text-underline:double">10,963</u></p></td> <td width="108" style="BORDER-BOTTOM:#d4d0c8; BORDER-LEFT:#d4d0c8; PADDING-BOTTOM:0in; BACKGROUND-COLOR:transparent; PADDING-LEFT:5.4pt; WIDTH:81pt; PADDING-RIGHT:5.4pt; HEIGHT:15pt; BORDER-TOP:#d4d0c8; BORDER-RIGHT:#d4d0c8; PADDING-TOP:0in" valign="top"> <p style="MARGIN:0in 0in 0pt">&nbsp; $<u style="text-underline:double"> 5,315</u></p></td></tr></table> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u><font style="TEXT-DECORATION:none">&nbsp;</font></u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">While the Partnership is not subject to Federal income tax, it is subject to tax related to its Texas activities. During the year ended December 31, 2011, the Partnership recognized current tax expense of approximately $55,000, of which approximately $40,000 is reflected as a reduction of gain from sale of discontinued operations as a result of the sale of Woods of Inverness Apartments and approximately $15,000 is reflected in operating expenses. The corresponding liability is included in taxes payable at December 31, 2011.</p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note F - Transactions with Affiliated Parties</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities.&nbsp; The Partnership Agreement provides for payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. </p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $95,000 and $105,000 for the years ended December 31, 2011 and 2010, respectively, which are included in operating expenses.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="BORDER-BOTTOM:medium none; TEXT-ALIGN:justify; BORDER-LEFT:medium none; TEXT-INDENT:0in; MARGIN:0in 0in 0pt; BORDER-TOP:medium none; BORDER-RIGHT:medium none">Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $71,000 and $65,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses. At December 31, 2011, approximately $14,000 of accountable administrative expenses were unpaid and are included in due to affiliates. There were no amounts outstanding at December 31, 2010. Subsequent to December 31, 2011, the Partnership paid the outstanding balance of accountable administrative expenses.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner was entitled to receive a Partnership management fee equal to 5% of the Partnership's adjusted cash from operations as distributed. No such fees were paid for the years ended December 31, 2011 and 2010 as there were no distributions from operations during either period.</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">AIMCO Properties, L.P., an affiliate of the Managing General Partner, made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the year ended December 31, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $15,000 to fund a fee to extend the maturity date of the mortgage encumbering the Partnership&#146;s investment property. During the year ended December 31, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $121,000 to fund real estate taxes and fees to extend the maturity date of the mortgage encumbering the Partnership&#146;s investment property. The advances bore interest at the prime rate plus 2% per annum. Interest expense amounted to approximately $11,000 and $21,000 for the years ended December 31, 2011 and 2010, respectively. During the years ended December 31, 2011 and 2010, the Partnership repaid advances and associated accrued interest of approximately $349,000 and $220,000, respectively, with proceeds from the sale of Woods of Inverness Apartments and cash from operations. At December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $323,000 and is included in due to affiliates. There were no outstanding advances or associated accrued interest owed at December 31, 2011. &nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">The Partnership insured its property up to certain limits through coverage provided by Aimco, which is generally self-insured for a portion of losses and liabilities related to workers&#146; compensation, property casualty, general liability and vehicle liability. The Partnership insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $67,000 and $87,000, respectively, for insurance coverage and fees associated with policy claims administration.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In addition to its indirect ownership of the general partner interests in the Partnership, Aimco and its affiliates owned 84,909.69 Units in the Partnership representing 65.50% of the outstanding Units at December 31, 2011.&nbsp; 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 65.50% of the outstanding Units, Aimco and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, with respect to 47,488.68 Units owned by AIMCO IPLP, L.P., an affiliate of the Managing General Partner and of Aimco, such affiliate is required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on Aimco and its affiliates' ability to influence voting decisions with respect to the Partnership. 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.&nbsp; </p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note G &#150; Casualty Event</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">In January 2011, one apartment unit at the Partnership&#146;s investment property was damaged by a grease fire.&nbsp; The damages were approximately $7,000. During the year ended December 31, 2011, the Partnership recognized a casualty gain of approximately $7,000 as a result of the receipt of insurance proceeds of approximately $7,000, partially offset by the write off of undepreciated damaged assets of less than $1,000.</p> <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note H &#150; Disposition of Investment Property</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On December 21, 2011, the Partnership sold its sole investment property, Woods of Inverness Apartments, to a third party for a gross sale price of $9,000,000.&nbsp; The net proceeds realized by the Partnership were approximately $8,818,000 after payment of closing costs of approximately $182,000. The Partnership used approximately $5,878,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $4,940,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $9,000 as a result of the write off of unamortized loan costs, which is included in interest expense. </p> <h6><font style="TEXT-DECORATION:none"><u>&nbsp;</u></font></h6> 2804000 3389000 6193000 48000 128000 55000 14000 65000 310000 5883000 <!--egx--><p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><b><u>Note I - Contingencies</u></b></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><font style="LETTER-SPACING:-0.1pt">The Partnership is unaware of any pending or outstanding litigation matters involving it or its former investment property that are not of a routine nature arising in the ordinary course of business.</font></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><u>Environmental</u></p> <p style="TEXT-ALIGN:justify; MARGIN:0in 0in 0pt"><br></br>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 for the proper operation of the disposal facility. 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 former property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its former property.&nbsp; </p> -3803000 1981000 -1822000 -10000 -130000 -140000 -3813000 1851000 -1962000 373000 4162000 4535000 5883000 3310000 -3440000 6013000 2573000 0000351931 2011-01-01 2011-12-31 0000351931 2011-12-31 0000351931 2010-12-31 0000351931 2010-01-01 2010-12-31 0000351931 2009-12-31 0000351931 us-gaap:GeneralPartnerMember 2010-01-01 2010-12-31 0000351931 us-gaap:LimitedPartnerMember 2010-01-01 2010-12-31 0000351931 us-gaap:GeneralPartnerMember 2009-12-31 0000351931 us-gaap:LimitedPartnerMember 2009-12-31 0000351931 us-gaap:GeneralPartnerMember 2010-12-31 0000351931 us-gaap:LimitedPartnerMember 2010-12-31 0000351931 us-gaap:GeneralPartnerMember 2011-01-01 2011-12-31 0000351931 us-gaap:LimitedPartnerMember 2011-01-01 2011-12-31 0000351931 us-gaap:GeneralPartnerMember 2011-12-31 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Debt
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Dec. 31, 2011
Debt  
Mortgage Notes Payable Disclosure [Text Block]

Note D - Mortgage Note Payable

 

The mortgage indebtedness that encumbered Woods of Inverness Apartments of approximately $5,878,000 was refinanced during 2007 under a secured real estate credit facility (“Secured Credit Facility”) which had a maturity date of October 1, 2010. On July 31, 2010, AIMCO Properties, L.P. exercised its option to extend the maturity date of the Secured Credit Facility to October 1, 2011. On August 10, 2011, AIMCO Properties, L.P. exercised its option to further extend the maturity date of the Secured Credit Facility to October 1, 2012. In connection with the extensions, AIMCO Properties, L.P. paid extension fees of approximately $15,000 and $26,000 on behalf of the Partnership during the years ended December 31, 2011 and 2010, respectively. These extension fees were capitalized as loan costs.

 

On December 21, 2011, the Partnership repaid the mortgage debt encumbering the property of approximately $5,878,000 in connection with the sale of the property (see “Note H”).

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Commitment and Contingencies
12 Months Ended
Dec. 31, 2011
Commitment and Contingencies  
Commitments and Contingencies Disclosure [Text Block]

Note I - Contingencies

 

The Partnership is unaware of any pending or outstanding litigation matters involving it or its former 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 for the proper operation of the disposal facility. 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 former property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its former property. 

XML 15 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Balance Sheet (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2010
Assets held for sale:  
Cash and cash equivalents $ 124
Receivables and deposits 94
Other assets 86
Investment property:  
Land 905
Buildings and related personal property 12,768
Total investment property 13,673
Less accumulated depreciation (9,415)
Investment property, net 4,258
Total assets 4,562
Liabilities related to assets held for sale:  
Accounts payable 48
Accrued property taxes 143
Tenant security deposit liabilities 41
Other liabilities 91
Due to affiliates 323
Mortgage note payable 5,878
Total liabilities 6,524
Partners' Capital (Deficiency)  
General partners (3,813)
Limited partners 1,851
Total partners' deficit (1,962)
Total liabilities and partners' deficit $ 4,562
XML 16 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements of Shareholders Equity (Deficit) (USD $)
In Thousands
Total
General Partners
Limited Partners
Partners' capital (deficiency), beginning balance at Dec. 31, 2009 $ (1,822) $ (3,803) $ 1,981
Net income (loss) (140) (10) (130)
Partners' capital (deficiency), ending balance at Dec. 31, 2010 (1,962) (3,813) 1,851
Net income (loss) 4,535 373 4,162
Partners' capital (deficiency), ending balance at Dec. 31, 2011 2,573 (3,440) 6,013
Adjustment to liquidation basis at Dec. 31, 2011 3,310    
Net assets in liquidation, December 31, 2011 at Dec. 31, 2011 $ 5,883    
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Organization, Consolidation and Presentation of Financial Statements
12 Months Ended
Dec. 31, 2011
Organization, Consolidation and Presentation of Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note A – Basis of Presentation

 

As of December 31, 2011, Century Properties Fund XVI (the “Partnership” or “Registrant”) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note H – Disposition of Investment Property“).

 

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2011 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the managing general partner’s estimates as of the date of the consolidated financial statements.

 

As of December 31, 2011, the General Partners (as defined in “Note B”) had a deficit balance in their capital account of approximately $3,375,000.  Paragraph 5.3 of the Partnership Agreement states, “In the event that, immediately prior to the dissolution and termination of the Partnership following the sale or exchange of all of the Properties, and after crediting any gain or charging any loss pursuant to Paragraph 11.3, the General Partners shall have a deficiency in their capital account as determined in accordance with the accrual method of accounting, then the General Partners shall contribute in cash to the capital of the Partnership an amount which is equal to the deficiency in its capital account.”  See “Note B” below for an explanation of the allocation of gains and losses pursuant to Paragraph 11.3.  The Partnership believes that the General Partners will be required to contribute this amount to the Partnership in accordance with the Partnership Agreement. As a result, the Partnership has recorded a receivable for the deficit balance of approximately $3,375,000 in the General Partners’ capital account as of December 31, 2011.

 

Fox Capital Management Corporation, a California corporation (“FCMC” or the “Managing General Partner”) estimates that the liquidation process will be completed by December 31, 2012. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

 

The accompanying consolidated statements of discontinued operations for the years ended December 31, 2011 and 2010 reflect the operations of Woods of Inverness Apartments as discontinued operations and the balance sheet as of December 31, 2010 reflects the assets and liabilities of Woods of Inverness Apartments as held for sale as a result of the property’s sale to a third party on December 21, 2011, (as discussed in “Note H”).

 

Note B – Organization and Summary of Significant Accounting Policies

 

Organization: The Partnership is a California limited partnership organized in December 1980 to acquire and operate residential apartment properties.  The Partnership's general partners are FCMC and Fox Realty Investors ("FRI") (collectively, the “General Partners”). The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2025 unless terminated prior to such date.

 

Subsequent Events:  The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

 

Reclassifications: Certain reclassifications have been made to the 2010 balances to conform to the 2011 presentation.

 

Principles of Consolidation: The Partnership's consolidated financial statements include the accounts of the Partnership and one wholly owned partnership. All significant interpartnership transactions have been eliminated.

 

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Allocation to Partners: Net income and losses (excluding those arising from the occurrence of sales or dispositions) of the Partnership will be allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.

 

Distributions of available cash, except as discussed below, are allocated 5% to the General Partners with the remaining 95% allocated 2% to the General Partners and 98% to the limited partners.

 

In accordance with the Partnership’s agreement of limited partnership (the “Partnership Agreement”), any gain from the sale or other disposition of Partnership properties shall be allocated: (i) to the General Partners to the extent they are entitled to receive distributions of cash; (ii) 7% to the General Partners and 93% to the limited partners, to the extent the General Partners have a deficit capital balance; and (iii) to the limited partners.

 

Cash from sales or other disposition, or refinancing and working capital reserves must be distributed as follows: (i) first, 2% to the General Partners and 98% to the limited partners until an aggregate amount is distributed to the limited partners equal to the total of their original invested capital contributed plus 8% per year, determined on a cumulative, noncompounded basis, on adjusted invested capital, adjusted as needed, of such Limited Partnership Unit Holder; (ii) second, to the General Partners 15% of any additional cash from sales or refinancing and working capital reserve available for distribution, and (iii) the remainder shall be allocated 98% to the limited partners and 2% to the General Partners. Upon sale of all properties and termination of the Partnership, the General Partners may be required to contribute certain funds to the Partnership in accordance with the Partnership Agreement, as discussed in “Note A”.

 

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $2,795,000 and $85,000 at December 31, 2011 and 2010, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

 

Depreciation: Depreciation was provided by the straight-line method over the estimated lives of the apartment property and related personal property. For Federal income tax purposes, the modified accelerated cost recovery method was used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years.

 

Leases: The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered 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, was recognized on a straight-line basis over the term of the lease.  The Partnership evaluated all accounts receivable from residents and established 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.

 

Tenant Security Deposits: The Partnership required security deposits from lessees for the duration of the lease. The security deposits were refunded when the tenant vacated, provided the tenant had not damaged the unit and was current on rental payments.

 

Abandoned Units: During the years ended December 31, 2011 and 2010, the number of limited partnership units (the “Units”) decreased by 159 and 42 Units, respectively, due to limited partners abandoning their Units. In abandoning his or her Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment.

 

Net Income (Loss) Per Limited Partnership Unit: Net income (loss) per Limited Partnership Unit is computed by dividing net income (loss) allocated to the limited partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 129,799 and 129,841 Units outstanding for 2011 and 2010, respectively.

 

Deferred Costs: Loan costs of approximately $120,000, less accumulated amortization of approximately $100,000 were included in other assets at December 31, 2010 and were being amortized over the term of the related loan agreement. Amortization expense for the years ended December 31, 2011 and 2010 was approximately $26,000 and $30,000, respectively, and was included in interest expense. During the year ended December 31, 2011, loan costs of approximately $135,000 and accumulated amortization of approximately $126,000 were written off in connection with the sale of the property, resulting in a loss on early extinguishment of debt of approximately $9,000.

 

Leasing commissions and other direct costs incurred in connection with successful leasing efforts were deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.

 

Investment Property: Investment property consisted of one apartment complex and was stated at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. The Partnership capitalized costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs were payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level.  The Partnership capitalized interest, property taxes and insurance during periods in which redevelopment and construction projects were in progress. The Partnership did not capitalize any costs related to interest, property taxes or insurance during the years ended December 31, 2011 and 2010. Capitalized costs were depreciated over the estimated useful life of the asset.  The Partnership charged to expense as incurred costs that did not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

 

If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made 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 exceeded the estimated aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. No adjustments for impairment of value were necessary for the years ended December 31, 2011 and 2010.

 

Advertising Costs: The Partnership expensed the costs of advertising as incurred.  Advertising expense was approximately $94,000 and $112,000 for the years ended December 31, 2011 and 2010, respectively, and is included in operating expenses.

 

Segment Reporting: Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.

 

Note C – Adjustment to Liquidation Basis of Accounting

 

At December 31, 2011, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was an increase in net assets of approximately $3,310,000, which is included in the Consolidated Statements of Changes in Partners’ Capital (Deficiency)/Net Assets in Liquidation.

XML 20 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements of Discontinued Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Loss from continuing operations $ 0 $ 0
Revenues:    
Rental income 1,618 1,834
Other income 291 291
Total revenues 1,909 2,125
Expenses:    
Operating 1,272 1,267
General and administrative 220 157
Depreciation 586 596
Interest 104 124
Property taxes 139 121
Total expenses 2,321 2,265
Casualty gain 7 0
Loss from discontinued operations (405) (140)
Gain from sale of discontinued operations 4,940 0
Net income (loss) 4,535 (140)
Net income (loss) allocated to general partners 373 (10)
Net income (loss) allocated to limited partners $ 4,162 $ (130)
Loss from discontinued operations per limited partnership unit $ (2.91) $ (1.00)
Gain from sale of discontinued operations per limited partnership unit $ 34.97 $ 0.00
Net income (loss) per limited partnership unit $ 32.06 $ (1.00)
XML 21 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6
Document and Entity Information
12 Months Ended
Dec. 31, 2011
Document and Entity Information  
Entity Registrant Name CENTURY PROPERTIES FUND XVI
Document Type 10-K
Document Period End Date Dec. 31, 2011
Amendment Flag false
Entity Central Index Key 0000351931
Current Fiscal Year End Date --12-31
Entity Common Stock, Shares Outstanding 129,640
Entity Filer Category Smaller Reporting Company
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Well-known Seasoned Issuer No
Document Fiscal Year Focus 2011
Document Fiscal Period Focus FY
XML 22 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2011
Dec. 31, 2010
Cash flows from operating activities:    
Net income (loss) $ 4,535 $ (140)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation 586 596
Amortization of loan costs 26 30
Casualty gain (7) 0
Bad debt expense 44 54
Gain from sale of discontinued operations (4,940) 0
Loss on early extinguishment of debt 9 0
Change in accounts:    
Receivables and deposits 36 (109)
Other assets 66 0
Accounts payable 3 27
Tenant security deposit liabilities (41) (2)
Accrued property taxes (143) (72)
Due to affiliates 7 5
Taxes payable 15 0
Other liabilities (1) (14)
Net cash provided by operating activities 195 375
Cash flows from investing activities:    
Property improvements and replacements (131) (240)
Net proceeds from sale of discontinued operations 8,818 0
Insurance proceeds received 7 0
Net cash provided by (used in) investing activities 8,694 (240)
Cash flows from financing activities:    
Repayment of mortgage note payable (5,878) 0
Advances from affiliate 15 121
Repayment of advances from affiliate (331) (204)
Loan costs paid (15) (26)
Net cash used in financing activities (6,209) (109)
Net increase in cash and cash equivalents 2,680 26
Cash and cash equivalents at beginning of year 124 98
Cash and cash equivalents at end of year 2,804 124
Supplemental disclosure of cash flow information:    
Cash paid for interest 82 89
Supplemental disclosure of non-cash flow activity:    
Property improvements and replacements included in accounts payable $ 0 $ 3
XML 23 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Extraordinary and Unusual Items
12 Months Ended
Dec. 31, 2011
Extraordinary and Unusual Items  
Unusual or Infrequent Items Disclosure [Text Block]

Note G – Casualty Event

 

In January 2011, one apartment unit at the Partnership’s investment property was damaged by a grease fire.  The damages were approximately $7,000. During the year ended December 31, 2011, the Partnership recognized a casualty gain of approximately $7,000 as a result of the receipt of insurance proceeds of approximately $7,000, partially offset by the write off of undepreciated damaged assets of less than $1,000.

XML 24 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Discontinued Operations and Disposal Groups
12 Months Ended
Dec. 31, 2011
Discontinued Operations and Disposal Groups  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note H – Disposition of Investment Property

 

On December 21, 2011, the Partnership sold its sole investment property, Woods of Inverness Apartments, to a third party for a gross sale price of $9,000,000.  The net proceeds realized by the Partnership were approximately $8,818,000 after payment of closing costs of approximately $182,000. The Partnership used approximately $5,878,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $4,940,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $9,000 as a result of the write off of unamortized loan costs, which is included in interest expense.

 
XML 25 R13.htm IDEA: XBRL DOCUMENT v2.4.0.6
Related Party Disclosures
12 Months Ended
Dec. 31, 2011
Related Party Disclosures  
Related Party Transactions Disclosure [Text Block]

Note F - 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 reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

 

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $95,000 and $105,000 for the years ended December 31, 2011 and 2010, respectively, which are included in operating expenses.

 

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $71,000 and $65,000 for the years ended December 31, 2011 and 2010, respectively, which is included in general and administrative expenses. At December 31, 2011, approximately $14,000 of accountable administrative expenses were unpaid and are included in due to affiliates. There were no amounts outstanding at December 31, 2010. Subsequent to December 31, 2011, the Partnership paid the outstanding balance of accountable administrative expenses.

 

Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the Managing General Partner was entitled to receive a Partnership management fee equal to 5% of the Partnership's adjusted cash from operations as distributed. No such fees were paid for the years ended December 31, 2011 and 2010 as there were no distributions from operations during either period.

 

AIMCO Properties, L.P., an affiliate of the Managing General Partner, made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. During the year ended December 31, 2011, AIMCO Properties, L.P. advanced the Partnership approximately $15,000 to fund a fee to extend the maturity date of the mortgage encumbering the Partnership’s investment property. During the year ended December 31, 2010, AIMCO Properties, L.P. advanced the Partnership approximately $121,000 to fund real estate taxes and fees to extend the maturity date of the mortgage encumbering the Partnership’s investment property. The advances bore interest at the prime rate plus 2% per annum. Interest expense amounted to approximately $11,000 and $21,000 for the years ended December 31, 2011 and 2010, respectively. During the years ended December 31, 2011 and 2010, the Partnership repaid advances and associated accrued interest of approximately $349,000 and $220,000, respectively, with proceeds from the sale of Woods of Inverness Apartments and cash from operations. At December 31, 2010, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $323,000 and is included in due to affiliates. There were no outstanding advances or associated accrued interest owed at December 31, 2011.  

 

The Partnership insured 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 insured its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $67,000 and $87,000, respectively, for insurance coverage and fees associated with policy claims administration.

 

In addition to its indirect ownership of the general partner interests in the Partnership, Aimco and its affiliates owned 84,909.69 Units in the Partnership representing 65.50% of the outstanding Units at December 31, 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 65.50% of the outstanding Units, Aimco and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, with respect to 47,488.68 Units owned by AIMCO IPLP, L.P., an affiliate of the Managing General Partner and of Aimco, such affiliate is required to vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unitholders. Except for the foregoing, no other limitations are imposed on Aimco and its affiliates' ability to influence voting decisions with respect to the Partnership. 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. 

XML 26 R5.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statement of Net Assets in Liquidation (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2011
Assets  
Cash $ 2,804
Receivables 3,389
Total current assets 6,193
Liabilities  
Accounts payable 48
Other liabilities 128
Taxes payable 55
Due to affiliates 14
Estimated costs to liquidate 65
Total current liabilities 310
Net assets in liquidation $ 5,883
XML 27 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes
12 Months Ended
Dec. 31, 2011
Income Taxes  
Income Tax Disclosure [Text Block]

Note E - Income Taxes

 

The Partnership is classified as a partnership for Federal income purposes. Accordingly, no provision for Federal income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

 

The Partnership adopted the liquidation basis of accounting effective December 31, 2011.

 

The following is a reconciliation of reported net income (loss) and Federal taxable income (in thousands except per unit data):

 

 

2011

2010

 

 

Net income (loss) as reported

$4,535

 $ (140)

(Deduct) add:

 

 

  Unearned revenue

    (15)

     2

  Depreciation differences

   407

   303

  Miscellaneous

    (25)

    (13)

  Gain on sale of property

   741

    --

 

 

 

Federal taxable income

$5,643

$  152

 

 

 

Federal taxable income per limited

 

 

  partnership unit

$40.08

$ 1.09

 

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands):

 

 

2011

2010

 

 

 

Net assets (liabilities) as reported

   $ 5,883

  $(1,962)

Land and buildings

        --

   (9,770)

Accumulated depreciation

        --

    8,736

Partner receivable

    (3,375)

       --

Syndication and distribution costs

     8,258

    8,258

Other

       197

       53

 

 

 

Net assets - Federal tax basis

   $10,963

  $ 5,315

 

While the Partnership is not subject to Federal income tax, it is subject to tax related to its Texas activities. During the year ended December 31, 2011, the Partnership recognized current tax expense of approximately $55,000, of which approximately $40,000 is reflected as a reduction of gain from sale of discontinued operations as a result of the sale of Woods of Inverness Apartments and approximately $15,000 is reflected in operating expenses. The corresponding liability is included in taxes payable at December 31, 2011.

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