U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10435
CENTURY PROPERTIES FUND XVI
California 94-2704651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to
this Form. X
State issuer's revenues for its most recent fiscal year. $ 2,721,000.
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for Registrant's Partnership Interests is not available. Should a trading market
develop for these Interests, it is management's belief that such trading would
not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
SEE EXHIBIT INDEX
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XVI (the "Partnership" or "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"), a California general partnership, are the
general partners of the Registrant.
The principal business of the Registrant is and has been to acquire, hold for
investment and ultimately sell income-producing multi-family residential
properties.
Beginning in August 1981 through April 1982, the Registrant offered and sold
$65,000,000 in Limited Partnership Units. The net proceeds of this offering were
used to acquire ten income-producing real properties. The Registrant's original
property portfolio was geographically diversified with properties acquired in
six states. The Registrant's acquisition activities were completed in 1983,
and since then, the principal activity of the Registrant has been managing its
portfolio. In the period from 1986 through 1991, eight multi-family residential
properties have been sold or otherwise disposed of.
On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P. ("Apollo")
obtained general and limited partnership interests in NPI-AP Management, L.P.
("NPI-AP") which directly managed the Partnership's properties.
On October 12, 1994, Apollo acquired one-third of the stock of National Property
Investors, Inc. ("NPI"), the parent corporation of NPI Equity Investments II,
Inc. Pursuant to the terms of the stock acquisition, Apollo was entitled to
designate three of the seven directors of the Managing General Partner and NPI
Equity Investments II, Inc. In addition, the approval of certain major actions
on behalf of the Registrant required the affirmative vote of at least five
directors of the Managing General Partner.
On August 17, 1995, the stockholders of NPI entered into an agreement to sell to
IFGP Corporation, a Delaware corporation, an affiliate of Insignia Financial
Group, Inc., a Delaware corporation ("Insignia"), all of the issued and
outstanding common stock of NPI, for an aggregate purchase price of $1,000,000.
NPI is the sole shareholder of NPI Equity Investments II, Inc., the general
partner of FRI, and the entity which controls the Managing General Partner. 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, NPI Equity Investments II,
Inc. and the Managing General Partner resigned and IFGP Corporation caused new
officers and directors of each of those entities to be elected (See "Item 9.").
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the stock of
the respective general partners of DeForest Ventures I L.P. ("DeForest I") and
DeForest Ventures II L.P. and (ii) an additional equity interest in NPI-AP
(bringing its total equity interest in such entity to one-third). NPI-AP is a
limited partner of DeForest I which was formed for the purpose of making tender
offers for limited partnership units in the Registrant as well as eleven
affiliated limited partnerships.
On January 19, 1996, DeForest I and certain of its affiliates sold all of its
interest in the Registrant to Insignia NPI L.L.C. ("Insignia LLC"), an affiliate
of Insignia. Pursuant to a Schedule 13-D filed by Insignia LLC with the
Securities and Exchange Commission, Insignia LLC acquired 47,326.68 limited
partnership units or approximately 36.4% of the total limited partnership units
of the Registrant (See "Item 11.").
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 partners and
the limited partners have no right to participate in the management or conduct
of such business and affairs. Insignia Residential Group, L.P. provides day-to-
day management services to the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Such competition is
primarily on the basis of location, rents, services, and amenities. In
addition, the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts and
financial institutions) with respect to the sale of improved real properties,
primarily on the basis of the prices and terms of such transactions.
It appears that the original investment objective of capital growth from the
inception of the Registrant will not be attained and that investors will not
receive a return of all their invested capital. The extent to which invested
capital is returned to investors is dependent upon the success of the
Registrant's strategy as set forth in "Item 6" as well as upon significant
improvement in the performance of the Registrant's remaining properties and the
markets in which such properties are located and on the sales price of the
remaining properties. In this regard, the remaining properties have been held
longer than originally expected.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
The Landings Apartments 06/82 Fee ownership subject to Residential
Tampa, Florida first mortgage rental
200 units
Woods of Inverness Apartments 07/82 Fee ownership subject to Residential
Houston, Texas first mortgage rental
272 units
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
The Landings Apartments $ 5,725 $ 2,706 5-30 yrs (1) $ 958
Woods of Inverness Apartments 8,975 4,167 5-30 yrs (1) 1,452
$ 14,700 $ 6,873 $ 2,410
(1) Straight - line
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
The Landings Apartments $ 2,282 7.88% 30 years 1/2006 $ 2,016
Woods of Inverness Apartments 5,205 7.88% 30 years 1/2006 4,602
$ 7,487 $ 6,618
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
The Landings Apartments $ 5,196/unit $ 5,102/unit 93% 96%
Woods of Inverness Apartments 6,683/unit 6,513/unit 92% 96%
The decrease in average occupancy at The Landings Apartments is attributable to
newly completed construction in the area. The decrease in average occupancy at
the Woods of Inverness Apartments is due to a soft market in the area, as well
as an increase in new home purchases.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured. The
multifamily residential properties lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1996 for each property were (dollar amounts in
thousands):
1996 1996
Billing Rate
The Landings Apartments $ 51 2.53%
Woods of Inverness Apartments 186 3.12%
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any pending and outstanding litigation that is not
of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, offered and sold 130,000
Limited Partnership Units aggregating $65,000,000. The Partnership currently
has 130,000 units outstanding and 5,544 Limited Partners of record. There is no
intention to sell additional Limited Partnership Units nor is there an
established market for these units.
The Partnership has discontinued making cash distributions from operations until
and unless the financial condition and other relevant factors warrant resumption
of distributions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The Partnership's net loss for the year ended December 31, 1996, was $667,000
versus $695,000 for the year ended December 31, 1995. The decrease in rental
income is attributable to the decrease in occupancy rates at the Partnership's
properties offset, in part, by an increase in average rental rates at the
Partnership's properties. The increase in other income is attributed to an
increase in lease cancellation fees. The increase in operating expense is
primarily due to increased concessions in an effort to increase occupancy; the
repair of a lake wall at The Landings Apartments; the repaving of portions of
the parking lot; and the replacement of wood siding at the Woods of Inverness
Apartments. The decrease in mortgage interest expense is attributable to the
decrease in interest rates due to the more favorable terms of the mortgages
which were refinanced in December 1995. In 1995, the Partnership recognized an
extraordinary loss of $220,000 on the refinancings which consists of prepayment
premiums, loan termination fees and the write-off of deferred financing costs.
Included in operating expense for the year ended December 31, 1996 is $269,000
of major repairs and maintenance comprised of parking lot repairs, landscaping,
interior and exterior building repairs, and gutter repairs.
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 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 conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At December 31, 1996, the Partnership had cash and cash equivalents of $535,000,
as compared to $846,000 at December 31, 1995. Net cash provided by operating
activities increased due to an increase in accrued expenses and other
liabilities. The increase in cash used in investing activities relates to
capital expenditures, primarily attributable to the Woods of Inverness
Apartments, which had a number of roofs replaced and a seamless gutter system
installed. The net cash used in financing activities is due to the amortization
of the mortgage principal balance during the year ended December 31, 1996. Prior
to refinancing in December 1995, mortgage payments were interest only.
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 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 total mortgage
indebtedness of $7,487,000 is based on fixed interest rate notes, amortized over
a thirty year period, with balloon payments of principal and interest due on the
maturity date of January 1, 2006. 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 paid in 1995 or 1996.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES INCOME FUND XVI
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1996
Consolidated Statements of Operations - Years ended December 31, 1996 and
1995
Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows - Years ended December 31, 1996 and
1995
Consolidated Notes to Financial Statements
To the Partners
Century Properties Fund XVI
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XVI (a limited partnership) (the "Partnership") as of December
31, 1996, and the related consolidated statements of operations, changes in
partners' capital and cash flows for each of the two years in the period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties Fund XVI and its subsidiaries, as of December 31, 1996, and the
consolidated results of its operations and its cash flows for each of the two
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
New York, N.Y.
February 11, 1997
CENTURY PROPERTIES FUND XVI
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 535
Restricted - tenant security deposits 56
Other assets 294
Accounts receivable 15
Escrow for taxes and insurance 172
Restricted escrows 15
Investment properties (Notes B and E):
Land $ 1,409
Buildings and related
personal property 13,291
14,700
Less accumulated depreciation (6,873) 7,827
$ 8,914
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 68
Accrued taxes 186
Tenant security deposits 56
Other liabilities 66
Mortgage notes payable (Notes B and E) 7,487
Partners' (Deficit) Capital
General partners $(3,832)
Limited partners (130,000 units issued
and outstanding) 4,883 1,051
$ 8,914
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Year Ended December 31,
1996 1995
Revenues:
Rental income $ 2,580 $ 2,654
Other income 141 108
Total revenues 2,721 2,762
Expenses:
Operating 2,045 1,729
Interest 625 795
Depreciation 460 456
General and administrative 258 257
Total expenses 3,388 3,237
Loss before extraordinary item (667) (475)
Extraordinary item - loss on
extinguishment of debt (Note B) -- (220)
Net loss $ (667) $ (695)
Net loss allocated to general partners (6.9%) $ (46) $ (48)
Net loss allocated to limited partners (93.1%) (621) (647)
Net loss $ (667) $ (695)
Net loss per limited partnership unit:
Loss before extraordinary item $ (4.78) $ (3.40)
Extraordinary item -- (1.58)
Net loss $ (4.78) $ (4.98)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 130,000 $ -- $65,000 $65,000
Partners' (deficit) capital at
December 31, 1994 130,000 $(3,738) $ 6,151 $ 2,413
Net loss for the year ended
December 31, 1995 (48) (647) (695)
Partners' (deficit) capital at
December 31, 1995 130,000 (3,786) 5,504 1,718
Net loss for the year ended
ended December 31, 1996 (46) (621) (667)
Partners' (deficit) capital at
December 31, 1996 130,000 $(3,832) $ 4,883 $ 1,051
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
1996 1995
Cash flows from operating activities:
Net loss $ (667) $ (695)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 491 529
Extraordinary item - loss on extinguishment
of debt -- 220
Change in accounts:
Other assets and deferred costs (39) (38)
Accrued expenses and other liabilities 298 (292)
Net cash provided by (used in)
operating activities 83 (276)
Cash flows used from investing activities:
Property improvements and replacements (203) (58)
Cash flows from financing activities:
Payments on mortgage notes payable (63) --
Repayment of mortgage notes payable -- (7,000)
Proceeds from long-term borrowings -- 7,550
Loan costs (128) (190)
Cost paid to extinguish debt -- (112)
Net cash (used in) provided by
financing activities (191) 248
Net decrease in cash and cash equivalents (311) (86)
Cash and cash equivalents at beginning of year 846 932
Cash and cash equivalents at end of year $ 535 $ 846
Supplemental disclosure of cash flow
Cash paid for interest $ 578 $ 748
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
Notes to Consolidated Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XVI (the "Partnership or Registrant") is a California
limited partnership organized in August 1981 to acquire and operate residential
apartment properties. The Partnership's general partners are Fox Capital
Management Corporation ("FCMC") and Fox Realty Investors ("FRI"). As of
December 31, 1996, the Partnership operates two residential apartment complexes,
located in Texas and Florida.
Principles of Consolidation:
The financial statements include all the accounts of the Partnership and its
majority owned Partnerships. All significant interpartnership balances have
been eliminated. Minority interest is immaterial and not shown seperately in
the financial statements.
Advertising Costs:
Advertising costs, $87,000 in 1996 and $93,000 in 1995, are charged to expenses
as they are incurred and are included in operating expenses.
Allocations 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 remainder 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 remainder allocated 2% to the general partners and
98% to the limited partners.
In accordance with 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 Partnership Unit Holders, 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 in the following order: (i) first, an aggregate
amount as discussed above to each Limited Partner which equals the total of
their original invested capital contributed and 8% per year, as determined on a
cumulative, noncompounded basis, on adjusted invested capital, adjusted as
needed, of such Limited Partnership Unit Holder; (ii) second, to the General
Partner 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.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
Restricted Cash - Tenant Security Deposits:
The Partnership requires security deposits from all apartment leases for the
duration of the lease and are considered restricted cash. Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.
Loan Costs:
Loan costs of $318,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1996, accumulated amortization is $32,000.
Amortization of loan costs is included in interest expense.
Investment Properties:
In 1995, the Partnership adopted "FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Fair Value:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate fair value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities. The Partnership estimates the fair value of its fixed rate
mortgage by discounted cash flow analysis, based on estimated borrowing rates
currently available to the Partnership (See "Note B").
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
On December 29, 1995, the Partnership refinanced its existing indebtedness
secured by the Woods of Inverness (the "Woods") and The Landings Apartments (the
"Landings") properties. The existing loans aggregating $7,000,000, maturing in
June 1997, were refinanced with two new loans aggregating $7,550,000 with
interest at 7.88 percent per annum, monthly payments of approximately $55,000
and maturities in January 2006. The loans may not be prepaid without penalty.
In connection with the refinancings, the Partnership was required to transfer
the assets and liabilities of the Woods and the Landings to Woods of Inverness
CPF 16, L.P. and Landings CPF 16 L.P., respectively, both newly formed, wholly-
owned subsidiaries. In connection with the refinancings, the Partnership
incurred financing costs and fees of $315,000, of which $190,000 was paid in
1995. The Partnership recognized an extraordinary loss of $220,000 on the
refinancings which consists of prepayment premiums, loan termination fees and
the write-off of deferred financing costs.
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
The Landings Apartments $ 17 7.88% 1/2006 $ 2,016 $ 2,282
Woods of Inverness Apartments 38 7.88% 1/2006 4,602 5,205
$ 55 $ 6,618 $ 7,487
Scheduled principal payments on the mortgage note payable subsequent to December
31, 1996 are as follows (in thousands):
(in thousands)
1997 $ 69
1998 75
1999 81
2000 88
2001 95
Thereafter 7,079
$ 7,487
The estimated fair value of the Partnership's debt approximates its carrying
amount.
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from depreciation over different methods and lives and on differing
cost bases. The following is a reconciliation of reported net loss and Federal
taxable loss:
1996 1995
(in thousands, except unit data)
Net loss as reported $ (667) $ (695)
Add (deduct):
Depreciation differences (35) (32)
Miscellaneous 17
Federal taxable loss $ (685) $ (727)
Federal taxable loss
per limited partnership unit $ (5) $ (5)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
1996
Net assets as reported $ 1,051
Land and buildings 811
Accumulated depreciation (6,229)
Syndication and distribution costs 8,258
Prepaid rent 15
Net assets - Federal tax basis $ 3,906
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on its general partners and
their 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.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc., the managing general partner of FRI, and
(ii) all of the issued and outstanding shares of stock of FCMC. NPI Equity
Investments II, Inc. is a wholly-owned subsidiary of National Property
Investors, Inc. ("NPI"). In connection with these transactions, affiliates of
Insignia appointed new officers and directors of NPI Equity Investments II, Inc.
and FCMC.
On March 29, 1996, an affiliate of Insignia acquired the corporate limited
partners owning 1% of the subsidiary partnerships which own The Landings
Apartments and Woods of Inverness Apartments.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were paid or accrued in 1996 and 1995:
1996 1995
(in thousands)
Property management fees $132 $132
Reimbursement for services of
affiliates 154 144
Financing fees -- 38
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the general partners. An affiliate of the general
partners 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 general partners, who receives
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the general
partners by virtue of the agent's obligations is not significant. $93,000 of
insurance premiums, which were paid to an affiliate of NPI under a master
insurance policy arranged by such affiliate, are included in operating expenses
for the year ended December 31, 1995.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
The Landings Apartments $ 2,282 $ 504 $ 4,702 $ 519
Woods of Inverness Apartments 5,205 1,292 10,305 (2,622)
Total $ 7,487 $ 1,796 $ 15,007 $ (2,103)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
(in thousands)
Buildings
And Related Year
Personal Accumulated of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
The Landings
Apartments $ 504 $ 5,221 $ 5,725 $ 2,706 1979 06/82 5-30 yrs
Woods of Inverness
Apartments 905 8,070 8,975 4,167 1981 07/82 5-30 yrs
Total $ 1,409 $ 13,291 $ 14,700 $ 6,873
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1996 1995
(in thousands)
Balance at beginning of year $ 14,497 $ 14,439
Property improvements 203 58
Balance at end of year $ 14,700 $ 14,497
Years Ended December 31,
1996 1995
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 6,413 $ 5,957
Additions charged to expense 460 456
Balance at end of year $ 6,873 $ 6,413
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is $15,512,000 and $15,306,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and 1995
is $13,102,000 and $12,607,000.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz & Koenig & Co., LLP regarding the 1996
or 1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Registrant has no officers or directors. The Managing General Partner is
Fox Capital Management Corporation.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of Fox Capital Management Corporation are set
forth below. There are no family relationships between or among any officers or
directors.
Name Age Position
William H. Jarrard, Jr. 50 President and Director
Ronald Uretta 41 Vice President and
Treasurer
John K. Lines, Esq. 37 Vice President and
Secretary and Director
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and controller of MAG.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994 and
General Counsel and Secretary since July 1994. From May 1993 until June 1994,
Mr. Lines was the Assistant General Counsel and Vice President of Ocwen
Financial Corporation, West Palm Beach, Florida. From October 1991 until May
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus, Ohio.
From May 1984 until October 1991, Mr. Lines was an attorney with Squire Sanders
& Dempsey, Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Fox Capital Management Corporation
and has served as Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of Fox Capital Management Corporation. The Partnership
has no plan, nor does the Partnership presently propose a plan, which will
result in any remuneration being paid to any officer or director upon
termination of employment. However, fees and other payments have been made to
the Partnership's Managing General Partner and its affiliates, as described in
"Item 12. Certain Relationships and Related Transactions."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1996.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia NPI L.L.C. 47,326.68 36.4
There are no arrangements known to the Registrant, the operation of which may at
a subsequent date, result in a change in control of the Registrant.
As a result of its ownership of 47,326.68 of limited partnership units Insignia
NPI L.L.C. could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, Insignia NPI L.L.C.
would in all likelihood vote the Units it acquired in a manner favorable to the
interest of the Managing General Partner because of its affiliation with the
Managing General Partner. However, DeForest II, from whom Insignia NPI L.L.C.
acquired its units, had agreed for the benefit of non-tendering unitholders,
that would vote its 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 units holders. Except for the foregoing, no other limitations are
imposed on Insignia NPI L.L.C.'s right to vote each Unit acquired.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Century Properties Fund XVI (the "Partnership"), has no employees and is
dependent on its general partners and their 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.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i) control
of NPI Equity Investments II, Inc., the managing general partner of FRI, and
(ii) all of the issued and outstanding shares of stock of FCMC. NPI Equity
Investments II, Inc. is a wholly-owned subsidiary of National Property
Investors, Inc. ("NPI"). In connection with these transactions, affiliates of
Insignia appointed new officers and directors of NPI Equity Investments II, Inc.
and FCMC.
On March 29, 1996, an affiliate of Insignia acquired the corporate limited
partners owning 1% of the subsidiary partnerships which own The Landings
Apartments and Woods of Inverness Apartments.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were paid or accrued in 1996 and 1995:
1996 1995
(in thousands)
Property management fees $132 $132
Reimbursement for services of
affiliates 154 144
Financing fees -- 38
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the general partners. An affiliate of the general
partners 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 general partners, who receives
payments on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the general
partners by virtue of the agent's obligations is not significant.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth
in said Index.
(b) No reports on form 8-K were filed during the fourth quarter of 1996.
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,
a General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
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 date indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 25, 1997
William H. Jarrard, Jr.
/s/ Ronald Uretta Principal Financial March 25, 1997
Ronald Uretta Officer and Principal
Accounting Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement (1)
2.2 Partnership Units Purchase Agreement (2)
2.3 Management Purchase Agreement (3)
2.4 Limited Liability Company Agreement
of Riverside Drive L.L.C. (4)
2.5 Master Indemnity Agreement (5)
3.4 Agreement of Limited Partnership (6)
10.1 Form of First Mortgage Note dated as of December 29,
1995 from the Registrant to Secore Financial
Corporation ("Secore") relating to the refinancing
of the Landings and Woods of Inverness.
10.2 Form of First Mortgage and Security Agreement dated
as of December 29, 1995 from the Registrant to
Secore relating to the refinancing of the Landings
and Woods of Inverness.
16 Letter from the Registrant's former (7)
Independent Auditor dated April 27, 1994
27 Financial Data Schedule
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current Report
on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on September
1, 1995.
(3) Incorporated by reference to Exhibit 2.2 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on September
1, 1995.
(4) Incorporated by reference to Exhibit 2.4 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on September
1, 1995.
(5) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission on September
1, 1995.
(6) Incorporated by reference to Exhibit A to the Prospectus of the Registrant
dated August 17, 1981 and thereafter supplemented June 25, 1979 and thereafter
supplemented, included in the Registrant's Registration Statement on Form S-11
(Reg. No. 2-71473).
(7) Incorporated by reference to Exhibit 10 to the Registrant's Current Report
on Form 8-K dated April 22, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVI 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000351931
<NAME> CENTURY PROPERTIES FUND XVI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 535
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,700
<DEPRECIATION> 6,873
<TOTAL-ASSETS> 8,914
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,487
0
0
<COMMON> 0
<OTHER-SE> 1,051
<TOTAL-LIABILITY-AND-EQUITY> 8,914
<SALES> 0
<TOTAL-REVENUES> 2,721
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,388
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 625
<INCOME-PRETAX> (667)
<INCOME-TAX> 0
<INCOME-CONTINUING> (667)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (667)
<EPS-PRIMARY> (4.78)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
