-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MqikfljERuJc3/p7fLbN5Ay8Ruf0W8UHQjXQS8wHgriTGYe4NOIdcB00a3XJffG4 eaSW/Pb5WFbkR9dSNbJVPA== 0000711642-01-500045.txt : 20010515 0000711642-01-500045.hdr.sgml : 20010515 ACCESSION NUMBER: 0000711642-01-500045 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-11137 FILM NUMBER: 1631498 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP 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 10QSB 1 cpf17.txt CPF17 FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] 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 0-11137 CENTURY PROPERTIES FUND XVII (Exact name of small business issuer as specified in its charter) California 94-2782037 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XVII CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 2001
Assets Cash and cash equivalents $ 797 Receivables and deposits 303 Restricted escrows 103 Other assets 848 Investment properties: Land $ 7,078 Buildings and related personal property 65,854 72,932 Less accumulated depreciation (38,895) 34,037 $ 36,088 Liabilities and Partners' Deficit Liabilities Accounts payable $ 316 Tenant security deposit liabilities 355 Accrued property taxes 473 Other liabilities 423 Mortgage notes payable 47,721 Partners' Deficit General partner $ (8,497) Limited partners (75,000 units issued and outstanding) (4,703) (13,200) $ 36,088 See Accompanying Notes to Consolidated Financial Statements
b) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 2001 2000 Revenues: Rental income $3,609 $3,473 Other income 367 197 Total revenues 3,976 3,670 Expenses: Operating 1,218 1,184 General and administrative 108 72 Depreciation 754 692 Interest 949 974 Property taxes 251 269 Total expenses 3,280 3,191 Income before extraordinary loss 696 479 Extraordinary loss on early extinguishment of debt -- (102) Net income $ 696 $ 377 Net income allocated to general partner (11.8%) $ 82 $ 45 Net income allocated to limited partners (88.2%) 614 332 $ 696 $ 377 Per limited partnership unit: Income before extraordinary loss $ 8.19 $ 5.63 Extraordinary loss -- (1.20) Net income $ 8.19 $ 4.43 Distributions per limited partnership unit $18.25 $76.84 See Accompanying Notes to Consolidated Financial Statements
c) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 75,000 $ -- $75,000 $ 75,000 Partners' deficit at December 31, 2000 75,000 $(8,396) $(3,948) $(12,344) Distributions to partners -- (183) (1,369) (1,552) Net income for the three months ended March 31, 2001 -- 82 614 696 Partners' deficit at March 31, 2001 75,000 $(8,497) $(4,703) $(13,200) See Accompanying Notes to Consolidated Financial Statements
d) CENTURY PROPERTIES FUND XVII CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Three Months Ended March 31, 2001 2000 Cash flows from operating activities: Net income $ 696 $ 377 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 754 692 Amortization of loan costs and debt discounts 15 109 Extraordinary loss on debt refinancing -- 102 Change in accounts: Receivables and deposits (19) 88 Other assets (135) (41) Accounts payable 60 (66) Tenant security deposit liabilities (11) 21 Accrued property taxes (208) (170) Other liabilities (246) 148 Net cash provided by operating activities 906 1,260 Cash flows from investing activities: Net (deposits to) withdrawals from restricted escrows (7) 295 Property improvements and replacements (602) (303) Net cash used in investing activities (609) (8) Cash flows from financing activities: Payments on mortgage notes payable (230) (114) Payoff of mortgage notes payable -- (21,943) Proceeds from mortgage notes payable -- 22,800 Loan costs paid (1) (256) Prepayment penalty -- (79) Distributions to partners (1,552) (6,000) Net cash used in financing activities (1,783) (5,592) Net decrease in cash and cash equivalents (1,486) (4,340) Cash and cash equivalents at beginning of period 2,283 7,097 Cash and cash equivalents at end of period $ 797 $ 2,757 Supplemental disclosure of cash flow information: Cash paid for interest $ 934 $ 674 See Accompanying Notes to Consolidated Financial Statements
e) CENTURY PROPERTIES FUND XVII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited consolidated financial statements of Century Properties Fund XVII (the "Partnership" or the "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Fox Capital Management Corporation ("FCMC" or the "Managing General Partner") the managing general partner of the Partnership's general partner, an affiliate of Apartment Investment and Management Company ("AIMCO"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000. Principles of Consolidation The financial statements include all of the accounts of the Partnership and Apartment CCG 17, L.P., which owns Cherry Creek Gardens Apartments, Apartment Creek 17, LLC, which owns Creekside Apartments and Apartment Lodge 17, LLC, which owns The Lodge Apartments. The Partnership ultimately holds a 100% interest in Apartment CCG 17, L.P., Apartment Creek 17, LLC, and Apartment Lodge 17, LLC. All intra-entity balances have been eliminated. The financial statements include all of the accounts of the Partnership and its wholly owned partnerships. Segment Reporting SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information" 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. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment. The Managing General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the financial statements as currently presented. Note B - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the Managing General Partner and affiliates during the three months ended March 31, 2001 and 2000: 2001 2000 (in thousands) Property management fees (included in operating expenses) $199 $184 Reimbursement for services of affiliates (included in investment properties, general and administrative expense and operating expense) 84 62 Partnership management fee (included in general partner distributions) 155 119 During the three months ended March 31, 2001 and 2000, affiliates of the Managing General Partner were entitled to receive 5% of gross receipts from all of the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $199,000 and $184,000 for the three months ended March 31, 2001 and 2000, respectively. An affiliate of the Managing General Partner received reimbursement of accountable administrative expenses amounting to approximately $84,000 and $62,000 for the three months ended March 31, 2001 and 2000, respectively. Pursuant to the Partnership Agreement, for managing the affairs of the Partnership, the general partner is entitled to receive a Partnership management fee equal to 10% of the Partnership's adjusted cash from operations as distributed. Approximately $155,000 and $119,000 in Partnership management fees were paid along with the distributions from operations made during the three months ended March 31, 2001 and 2000, respectively. An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, the Managing General Partner does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates currently own 43,622 limited partnership units in the Partnership representing 58.16% of the outstanding units. A number of these units were acquired pursuant to tender offers made by AIMCO or its affiliates or affiliates of the Managing General Partner. It is possible that AIMCO or its affiliates will acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include without limitation, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 58.16% of the outstanding units, AIMCO is in a position to influence all voting decisions with respect to the Registrant. When voting on matters, AIMCO would in all likelihood vote the Units it acquired in a manner favorable to the interest of the Managing General Partner because of their affiliation with the Managing General Partner. However, DeForest Ventures I L.P., from whom AIMCO, through its merger with Insignia, acquired 25,833.5 (approximately 34.45%) of its units, had agreed for the benefit of non-tendering unitholders, that it would vote such Units: (i) against any increase in compensation payable to the Managing General Partner or to affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by non tendering unit holders. Except for the foregoing, no other limitations are imposed on AIMCO and its affiliates right to vote each Unit acquired. Note C - Distributions to Partners Cash distributions from operations of approximately $1,552,000 (approximately $1,369,000 to the limited partners or $18.25 per limited partnership unit) were paid to the partners during the three months ended March 31, 2001. Subsequent to March 31, 2001, a distribution from operations of approximately $255,000 (approximately $225,000 to the limited partners or $3.00 per limited partnership unit) was declared and paid. During the three months ended March 31, 2000, the Partnership declared and paid a distribution of approximately $6,000,000 (approximately $5,763,000 to the limited partners or $76.84 per limited partnership unit) to its partners. The distribution consisted of approximately $1,190,000 (approximately $1,049,000 to the limited partners or $13.99 per limited partnership unit) from operations and approximately $4,810,000 (approximately $4,714,000 to the limited partners or $62.85 per limited partnership unit) from the proceeds of the refinancing of Cherry Creek Gardens Apartments in December 1999. Note D - Refinancing and Extraordinary Loss On January 28, 2000, the Partnership refinanced the mortgage encumbering The Village in the Woods Apartments. The refinancing replaced indebtedness of approximately $14,421,000 with a new mortgage in the amount of $14,500,000. The new mortgage carries a stated interest rate of 8.56%. The refinanced mortgage was a zero coupon note which was discounted at an effective interest rate of 10.247%. Payments of principal and interest on the mortgage loan are due monthly until the loan matures on February 1, 2020. Total capitalized loan costs were approximately $148,000 at March 31, 2000. On February 15, 2000, the Partnership refinanced the first and second mortgages encumbering Cooper's Pond Apartments. The refinancing replaced indebtedness of approximately $7,522,000 with a new mortgage in the amount of $8,300,000. The new mortgage carries a stated interest rate of 8.47%. Interest rates on the refinanced mortgages were 8.0% and 8.5%. Payments of principal and interest on the mortgage loan are due monthly until the loan matures on March 1, 2020 at which time the loan is scheduled to be fully amortized. Total capitalized loan costs were approximately $116,000 at March 31, 2000. The Partnership recognized an extraordinary loss on the early extinguishment of debt of approximately $102,000 due to the write-off of unamortized loan costs and a prepayment penalty. Note E - Casualty Event In January 2001, a fire occurred at Cooper's Pond Apartments which caused damage to nine units of the complex. The restoration will be completed during 2001. The Managing General Partner does not anticipate that this casualty will result in a loss to the Partnership. Note F - Legal Proceedings In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Managing General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussion of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of five apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 2001 and 2000: Average Occupancy Property 2001 2000 Cherry Creek Gardens Apartments 94% 96% Englewood, Colorado Creekside Apartments 97% 98% Denver, Colorado The Lodge Apartments 98% 98% Denver, Colorado The Village in the Woods Apartments 94% 92% Cypress, Texas Cooper's Pond Apartments 93% 94% Tampa, Florida Results of Operations The Partnership realized net income for the three months ended March 31, 2001 of approximately $696,000 as compared to net income of approximately $377,000 for the corresponding period of 2000. The increase in net income was due to an increase in total revenues and the recognition during the three months ended March 31, 2000 of an extraordinary loss on the early extinguishment of debt partially offset by an increase in total expenses. The extraordinary loss on the early extinguishment of debt relates to the refinancing of the mortgage at Cooper's Pond Apartments (see discussion below). Total revenues increased due to an increase in rental income and other income. The increase in rental income was due to an increase in average rental rates at all of the Partnership's investment properties and an increase in occupancy at The Village in the Woods Apartments. These increases were partially offset by decreased occupancy at Cherry Creek Gardens Apartments, Creekside Apartments, and Cooper's Pond Apartments. The increase in other income is due to an increase in income from utility reimbursements at all of the Partnership's properties and increased late charges at The Village in the Woods Apartments. Total expenses increased due to increases in operating, depreciation and general and administrative expenses. Operating expenses increased due primarily to an increase in maintenance salaries at all of the Partnership's properties and an increase in utility expenses, primarily at Creekside Apartments, The Lodge Apartments, and The Village in the Woods Apartments. Depreciation expense increased due to property improvements and replacements put into service during the last twelve months. General and administrative expenses increased due to an increase in professional fees associated with the administration of the Partnership. Included in general and administrative expenses at both March 31, 2001 and 2000 are reimbursements to the Managing General Partner allowed under the Partnership Agreement associated with its management of the Partnership. In addition, costs associated with the quarterly communications with investors and regulatory agencies required by the Partnership Agreement are included. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Liquidity and Capital Resources At March 31, 2001, the Partnership had cash and cash equivalents of approximately $797,000 compared to approximately $2,757,000 at March 31, 2000. The decrease in cash and cash equivalents of approximately $1,486,000 from the Partnership's year ended December 31, 2000 is due to approximately $1,783,000 of cash used in financing activities and approximately $609,000 of cash used in investing activities, which was partially offset by approximately $906,000 of cash provided by operating activities. Cash used in financing activities consisted of payments of principal made on the mortgages encumbering the Partnership's properties, distributions to partners, and loan costs paid. Cash used in investing activities consisted of property improvements and replacements and net deposits to escrow accounts maintained by the mortgage lenders. The Partnership invests its working capital reserves in interest bearing accounts. On January 28, 2000, the Partnership refinanced the mortgage encumbering The Village in the Woods Apartments. The refinancing replaced indebtedness of approximately $14,421,000 with a new mortgage in the amount of $14,500,000. The new mortgage carries a stated interest rate of 8.56%. The refinanced mortgage was a zero coupon note which was discounted at an effective interest rate of 10.247%. Payments of principal and interest on the mortgage loan are due monthly until the loan matures on February 1, 2020. Total capitalized loan costs were approximately $148,000 at March 31, 2000. On February 15, 2000, the Partnership refinanced the first and second mortgages encumbering Cooper's Pond Apartments. The refinancing replaced indebtedness of approximately $7,522,000 with a new mortgage in the amount of $8,300,000. The new mortgage carries a stated interest rate of 8.47%. Interest rates on the refinanced mortgages were 8.0% and 8.5%. Payments of principal and interest on the mortgage loan are due monthly until the loan matures on March 1, 2020 at which time the loan is scheduled to be fully amortized. Total capitalized loan costs were approximately $116,000 at March 31, 2000. The Partnership recognized an extraordinary loss on the early extinguishment of debt of approximately $102,000 due to the write-off of unamortized loan costs and a prepayment penalty. An affiliate of the Managing General Partner has made available to the Partnership a credit line of up to $150,000 per property owned by the Partnership. The Partnership has no outstanding amounts due under this line of credit. Based on present plans, the Managing General Partner does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. Capital improvements planned for each of the Partnership's properties are detailed below. Cherry Creek Gardens Apartments During the three months ended March 31, 2001, the Partnership completed approximately $108,000 of budgeted and non-budgeted capital improvements at the property, consisting primarily of appliances, carpet and vinyl replacements, plumbing upgrades, air conditioning unit replacements, and garage and carport improvements. These improvements were funded from operating cash flow. The Partnership has evaluated the capital improvement needs of the property for the year. The amount budgeted for 2001 is approximately $81,000, consisting primarily of carpet replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Creekside Apartments During the three months ended March 31, 2001, the Partnership completed approximately $46,000 of capital improvements at the property, consisting primarily of appliances, garage and carport improvements, carpet and vinyl replacements, and water heater replacements. These improvements were funded from operating cash flow. The Partnership has evaluated the capital improvement needs of the property for the year. The amount budgeted for 2001 is approximately $90,000, consisting primarily of carpet replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. The Lodge Apartments During the three months ended March 31, 2001, the Partnership completed approximately $58,000 of capital improvements at the property, consisting primarily of clubhouse renovations, carpet and vinyl replacements, structural improvements and garage and carport improvements. These improvements were funded from operating cash flow and the Partnership's reserves. The Partnership has evaluated the capital improvement needs of the property for the year. The amount budgeted for 2001 is approximately $146,000, consisting primarily of carpet replacements and laundry facilities. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. The Village in the Woods Apartments During the three months ended March 31, 2001, the Partnership completed approximately $109,000 of capital improvements at the property, consisting primarily of land improvements, electrical upgrades, structural improvements, appliances, plumbing upgrades, and carpet replacements. These improvements were funded from operating cash flow. The Partnership has evaluated the capital improvement needs of the property for the year. The amount budgeted for 2001 is approximately $146,000, consisting primarily of carpet replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. Cooper's Pond Apartments During the three months ended March 31, 2001, the Partnership completed approximately $281,000 of budgeted and non-budgeted capital improvements at the property, consisting primarily of carpet and vinyl replacements, major landscaping, parking lot improvements, swimming pool upgrades, recreation facility improvements, appliances, plumbing upgrades and construction work related to the fire that occurred at the property in January 2001. These improvements were funded from operating cash flow. The Partnership has evaluated the capital improvement needs of the property for the year. The amount budgeted for 2001 is approximately $171,000, consisting primarily of air conditioning unit replacement, appliances, carpet and vinyl replacements, major landscaping, and interior decoration. Additional improvements may be considered and will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property. The additional capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that such budgeted capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term. The Partnership's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness of approximately $47,721,000 is amortized over varying periods with maturity dates ranging from September 2008 at Creekside Apartments and The Lodge Apartments to March 2020 at Cooper's Pond Apartments. The Managing General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates. If the properties cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure. Cash distributions from operations of approximately $1,552,000 (approximately $1,369,000 to the limited partners or $18.25 per limited partnership unit) were paid to the partners during the three months ended March 31, 2001. Subsequent to March 31, 2001, a distribution from operations of approximately $255,000 (approximately $225,000 to the limited partners or $3.00 per limited partnership unit) was declared and paid. During the three months ended March 31, 2000, the Partnership declared and paid a distribution of approximately $6,000,000 (approximately $5,763,000 to the limited partners or $76.84 per limited partnership unit) to its partners. The distribution consisted of approximately $1,190,000 (approximately $1,049,000 to the limited partners or $13.99 per limited partnership unit) from operations and approximately $4,810,000 (approximately $4,714,000 to the limited partners or $62.85 per limited partnership unit) from the proceeds of the refinancing of Cherry Creek Gardens Apartments in December 1999. Future cash distributions will depend on the levels of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, refinancings, and/or property sales. The Partnership's distribution policy is reviewed on a quarterly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvements, to permit further distributions to its partners during the remainder of 2001 or subsequent periods. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purports to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) which are named as nominal defendants, challenging, among other things, the acquisition of interests in certain general partner entities by Insignia Financial Group, Inc. ("Insignia") and entities which were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the Insignia Merger. The plaintiffs seek monetary damages and equitable relief, including judicial dissolution of the Partnership. On June 25, 1998, the Managing General Partner filed a motion seeking dismissal of the action. In lieu of responding to the motion, the plaintiffs filed an amended complaint. The Managing General Partner filed demurrers to the amended complaint which were heard February 1999. Pending the ruling on such demurrers, settlement negotiations commenced. On November 2, 1999, the parties executed and filed a Stipulation of Settlement, settling claims, subject to court approval, on behalf of the Partnership and all limited partners who owned units as of November 3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999 from the Court, at which time the Court set a final approval hearing for December 10, 1999. Prior to the December 10, 1999 hearing, the Court received various objections to the settlement, including a challenge to the Court's preliminary approval based upon the alleged lack of authority of prior lead counsel to enter the settlement. On December 14, 1999, the Managing General Partner and its affiliates terminated the proposed settlement. In February 2000, counsel for some of the named plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated the settlement. On June 27, 2000, the Court entered an order disqualifying them from the case and an appeal was taken from the order on October 5, 2000. On December 4, 2000, the Court appointed the law firm of Lieff Cabraser Heimann & Bernstein LLP as new lead counsel for plaintiffs and the putative class. Plaintiffs filed a third amended complaint on January 19, 2001. On March 2, 2001, the Managing General Partner and its affiliates filed a demurrer to the third amended complaint. The demurrer is scheduled to be heard on May 14, 2001. The Court has also scheduled a hearing on a motion for class certification for August 27, 2001. Plaintiffs must file their motion for class certification no later than June 15, 2001. The Managing General Partner does not anticipate that costs associated with this case will be material to the Partnership's overall operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: None. b) Reports on Form 8-K filed during the quarter ended March 31, 2001: None. SIGNATURES In accordance with the requirements of the Exchange Act, the Partnership caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURY PROPERTIES FUND XVII By: FOX PARTNERS Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION Its Managing General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Martha L. Long Martha L. Long Senior Vice President and Controller Date: -----END PRIVACY-ENHANCED MESSAGE-----