-----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, VEym3hz7Te9SMT2TRBt8ssQdx3K5TgTlCNi5PE78eNSAAPsXdz0s/C8y1Z/w+HYP 0s5/Qi2h20rHHLeKByH1wA== 0000704271-96-000001.txt : 19960514 0000704271-96-000001.hdr.sgml : 19960514 ACCESSION NUMBER: 0000704271-96-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVIII CENTRAL INDEX KEY: 0000704271 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942834149 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11934 FILM NUMBER: 96562069 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 10QSB 1 FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 312905, eff. 4/26/93.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 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 0-11934 CENTURY PROPERTIES FUND XVIII (Exact name of small business issuer as specified in its charter) California 94-2834149 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) (864) 239-1000 (Issuer's telephone number) 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 . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CENTURY PROPERTIES FUND XVIII BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1996
Assets Cash and cash equivalents $ 1,066 Deferred financing costs, net 199 Other assets 502 Investment properties: Land $ 7,296 Buildings and related personal property 19,218 26,514 Less accumulated depreciation (8,578) 17,936 $ 19,703 Liabilities and Partners' Capital (Deficit) Liabilities Accrued expenses and other liabilities $ 365 Mortgage notes payable 18,998 Partners' Capital (Deficit): General partner $ (6,420) Limited partners (75,000 units issued and outstanding) 6,760 340 $ 19,703 See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XVIII STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Revenues: Rental income $ 1,088 $ 1,041 Other income 81 49 Total revenues 1,169 1,090 Expenses: Operating 519 481 General and administrative 85 58 Depreciation 166 158 Interest 352 370 Total expenses 1,122 1,067 Net income $ 47 $ 23 Net income allocated to general partner $ 5 $ 2 Net income allocated to limited partners 42 21 $ 47 $ 23 Net income per limited partnership unit $ .56 $ .28 See Accompanying Notes to Financial Statements
c) CENTURY PROPERTIES FUND XVIII STATEMENT OF CHANGES IN PARTNERS' CAPITAL (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) capital at December 31, 1995 75,000 $(6,425) $ 6,718 $ 293 Net income for the three months ended March 31, 1996 -- 5 42 47 Partners' (deficit) capital at March 31, 1996 75,000 $(6,420) $ 6,760 $ 340 See Accompanying Notes to Financial Statements
d) CENTURY PROPERTIES FUND XVIII STATEMENTS OF CASH FLOWS (Unaudited) (in thousands, except unit data)
Three Months Ended March 31, 1996 1995 Cash flows from operating activities: Net income $ 47 $ 23 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 166 158 Amortization of loan costs 11 18 Change in accounts: Other assets 125 139 Accrued expenses and other liabilities (51) (130) Net cash provided by operating activities 298 208 Cash flows from investing activities: Property improvements and replacements (37) (113) Net cash used in investing activities (37) (113) Cash flows from financing activities: Payments on mortgage notes payable (133) (33) Net cash used in financing activities (133) (33) Increase in cash and cash equivalents 128 62 Cash and cash equivalents at beginning of period 938 972 Cash and cash equivalents at end of period $ 1,066 $ 1,034 Supplemental disclosure of cash flow information: Cash paid for interest $ 337 $ 340 Supplemental disclosure of non-cash financing activities: Accrued interest added to mortgage notes payable balance $ 4 $ 12 See Accompanying Notes to Financial Statements
e) CENTURY PROPERTIES FUND XVIII NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Century Properties Fund XVIII (the "Partnership") 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 the Managing General Partner, 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, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Transactions With Affiliated Parties The Partnership has no employees and is dependent on NPI Equity Investments II, Inc. ("NPI Equity" or 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 transactions with affiliates of Insignia Financial Group, Inc. ("Insignia"), National Property Investors, Inc. ("NPI"), and affiliates of NPI were charged to expense in 1996 and 1995:
For the Three Months Ended March 31, 1996 1995 Property management fees (included in operating expenses) $ 58,000 $ 46,000 Reimbursement for services of affiliates (included in general and administrative and operating expenses) 62,000 36,000 Services relating to successful real estate tax appeals (included in operating expenses) -- 7,000
For the period from January 19, 1996, to March 31, 1996, the Partnership insured its properties under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. The general partner of the Partnership is Fox Partners, a California general partnership, whose general partners are Fox Capital Management Corporation ("FCMC"), a California corporation, Fox Realty Investors ("FRI"), a California general partnership and Fox Partners 82, a California general partnership. On December 6, 1993, the shareholders of FCMC entered into a Voting Trust Agreement with NPI Equity pursuant to which NPI Equity was granted the right to vote 100 percent of the outstanding stock of FCMC and NPI Equity became the managing general partner of FRI. As a result, NPI Equity became responsible for the operation and management of the business and affairs of the Partnership and the other investment partnerships originally sponsored by FCMC and/or FRI. NPI Equity is a wholly-owned subsidiary of NPI. The shareholders of FCMC and the partners in FRI retain indirect economic interests in the Partnership and such other investment limited partnerships, but have ceased to be responsible for the operation and management of the Partnership and such other partnerships. On August 17, 1995, the stockholders of NPI entered into an agreement to sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia, a Delaware corporation, all of the issued and outstanding common stock of NPI for an aggregate purchase price of $1,000,000. The closing of the transactions contemplated by the above mentioned agreement (the "Closing") occurred on January 19, 1996. Upon the Closing, the officers and directors of NPI and the Managing General Partner resigned and IFGP Corporation caused new officers and directors of each of those entities to be elected. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1996 and 1995: Average Occupancy Property 1996 1995 Oak Run Apartments Dallas, Texas 97% 99% Overlook Point Apartments Salt Lake City, Utah 97% 95% The Partnership's net income for the three months ended March 31, 1996, was approximately $47,000 versus $23,000 for the same period of 1995. The increase in income is primarily attributable to an increase in rental income due to rental rate increases at both of the Partnership's properties. In addition, other income increased due to the receipt in 1996 of a property tax refund relating to 1995 property taxes. Partially offsetting these increases to income was an increase in general and administrative expenses due to an increase in expense reimbursements related to the operation of two partnership administration offices during the first quarter of 1996 and the relocation of the partnership administration offices during the same period. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rent, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. 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. At March 31, 1996, the Partnership had unrestricted cash of approximately $1,066,000 as compared to $1,034,000 at March 31, 1995. Net cash provided by operating activities for the three months ended March 31, 1996, increased primarily as a result of the decrease in cash used by accrued expenses and other liabilities including an increase in prepayments of rents. Also contributing to the increase was the increase in net income as discussed above. Net cash used in investing activities decreased due to a decrease in property improvements and replacements due to the exterior renovations and the construction of a fitness center at Oak Run in the first quarter of 1995. The increase in cash used in financing activities is due to the increase in principal payments on Oak Run's first and second mortgages, as a result of increased cash flows at the property in 1996. Cash flows at Oak Run increased primarily as a result of the decrease in capital expenditures in 1996. 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. At the present time, the Partnership has no outstanding amounts due under this line of credit. Based on present plans, management 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 property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the partnership. The mortgage indebtedness of $18,998,000 is amortized over varying periods with balloon payments due in 1999 and 2000 of approximately $7,869,000 and $6,489,000, respectively, at which time the properties will either be refinanced or sold. Future cash distributions will depend on the levels of cash generated from operations, property sales, and the availability of cash reserves. No cash distributions were made in 1995 or during the first quarter of 1996. At this time, it appears that the investment objective of capital growth will not be attained and that investors will not receive a return of all of their invested capital. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: A Form 8-K dated January 19, 1996, was filed reporting the change in control of the Registrant. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto, duly authorized. CENTURY PROPERTIES FUND XVIII By: FOX PARTNERS Its General Partner By: FOX CAPITAL MANAGEMENT CORPORATION, Its Managing General Partner By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By: /s/Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: May 13, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Century Properties XVIII 1996 First Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000704271 CENTURY PROPERTIES FUND XVIII 1,000 3-MOS DEC-31-1996 MAR-31-1996 1,066 0 0 0 0 0 26,514 8,578 19,703 0 18,998 0 0 0 340 19,703 0 1,169 0 0 1,122 0 352 0 0 0 0 0 0 47 .56 0 The Registrant has an unclassified balance sheet.
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