FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-10435
CENTURY PROPERTIES FUND XVI
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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 [X] No
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 10-KSB. X
State issuer's revenues for its most recent fiscal year. $ 2,867,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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. NPI Equity Investments II Inc., a Florida
Corporation ("NPI Equity"), is the managing partner of FRI.
The principal business of the Registrant is and has been to acquire, hold for
investment and ultimately sell income-producing multi-family residential
properties which were originally acquired by the Partnership in 1982.
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. During the period from 1986 through 1991, eight multi-family
residential properties were sold or otherwise disposed.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity and National Property
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI, NPI Equity and FCMC. See "Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."
On January 19, 1996, DeForest Ventures I L.P., the entity which tendered for
units in 1994 and 1995, and certain of its affiliates, sold all of its Limited
Partnership interests 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. Security Ownership of Certain Beneficial Owners
and Management"). Insignia LLC subsequently transferred such units to Insignia
Properties, L.P., an affiliate of Insignia.
On March 29, 1996, an affiliate of Insignia acquired all of the issued and
outstanding shares of stock of the general partners of the subsidiary
partnerships which hold title to The Landings Apartments and Woods of Inverness
Apartments. These general partners held a 1% interest in profits, losses and
distributions of such subsidiary partnerships. Effective December 31, 1997, the
Partnership acquired these 1% interests and therefore the subsidiary
partnerships are wholly-owned by the Partnership.
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. NPI-AP Management, L.P., an affiliate of Insignia,
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,
including properties owned and/or managed by affiliates of the Partnership,
primarily on the basis of the prices and terms of such transactions.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
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 rental
Tampa, Florida first mortgage 200 units
Woods of Inverness Apartments 07/82 Fee ownership subject to Residential rental
Houston, Texas first mortgage 272 units
</TABLE>
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
The Landings Apartments $ 5,840 $ 2,889 5-30 yrs (1) $ 921
Woods of Inverness Apartments 9,107 4,414 5-30 yrs (1) 1,531
$ 14,947 $ 7,303 $ 2,452
(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 1997 Rate Amortized Date Maturity
The Landings Apartments $ 2,261 7.88% 30 years 1/2006 $ 2,016
Woods of Inverness Apartments 5,161 7.88% 30 years 1/2006 4,602
$ 7,422 $ 6,618
Each mortgage note payable is non-recourse and secured by a pledge of the
applicable Partnership property and the rental revenues derived therefrom.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
The Landings Apartments $ 5,369/unit $ 5,196/unit 94% 93%
Woods of Inverness Apartments 6,857/unit 6,683/unit 96% 92%
The increase in average occupancy at the Woods of Inverness Apartments is due to
increased marketing efforts, combined with the availability of attractive, well
maintained units.
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
tenant leases 10% or more of the available rental space.
Real estate taxes (dollar amounts in thousands) and rates in 1997 for each
property were:
1997 1997
Billing Rate
The Landings Apartments $ 92 (a) 2.46%
Woods of Inverness Apartments 154 2.97%
(a) The Partnership is currently appealing this tax bill and has won a
tentative revised billing of approximately $71,000.
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 in 1981
and 1982 130,000 Limited Partnership Units aggregating $65,000,000. The
Partnership currently has 130,000 units outstanding held by 5,534 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 did not make any distributions to its partners during 1996 or
1997. It is expected that the partnership will not make any in 1998 or the near
future, or until such time, if at all, as a Partnership property is sold or the
Partnership operations generate sufficient cash with which to make
distributions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1997, was $157,000
versus $667,000 for the year ended December 31, 1996. The decrease in net loss
for the year ended December 31, 1997, is due to an overall increase in total
revenues and a decrease in total expenses. The increase in total revenues is
primarily due to the increase in occupancy and average annual rental rates at
both The Landings Apartments and the Woods of Inverness Apartments. Operating
expenses are down primarily due to a decrease in maintenance expense,
maintenance salaries and utility costs at the Woods of Inverness Apartments.
Also, advertising expense decreased due to the decreased need for concessions
and referral fees as a result of the increase in occupancy at both complexes.
Maintenance expenses declined due to numerous repairs to both the interior and
exterior of the buildings, consisting of plumbing and electric systems repairs,
interior painting, parking lot repairs and landscaping repairs in 1996, which
did not re-occur in 1997. General and administrative expenses decreased during
1997 due to the decreased cost reimbursements as a result of the relocation of
the partnership administration offices in 1996. Property taxes decreased due to
a decrease in billing at the Woods of Inverness Apartments which was partially
offset by an increase at the Landings Apartments, as a result of re-valuations
of the properties.
For the year ended December 31, 1997, the Partnership incurred a loss on
disposal of property of $56,000 as a result of a re-roofing project at the Woods
of Inverness Apartments. This loss is included in operating expense and was the
result of the write-off of the old roof that was not fully depreciated at the
time of replacement.
Included in operating expense for the year ended December 31, 1997, is $102,000
of major repairs and maintenance comprised mainly of parking lot repairs,
swimming pool repairs, major landscaping and gutter repairs. Included in
operating expense for the year ended December 31, 1996, is $269,000 of major
repairs and maintenance comprised of interior and exterior building repairs,
parking lot repairs, major landscaping 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
For the years ended December 31, 1997 and 1996, net cash decreased by
approximately $76,000 and $311,000, respectively. At December 31, 1997, the
Partnership had cash and cash equivalents of $459,000, as compared to $535,000
at December 31, 1996. Net cash provided by operating activities increased
primarily due to the decrease in net loss, as previously discussed in "Results
of Operations". The Partnership experienced an increase in net cash used in
investing activities during 1997 due primarily to building improvements at the
Landings Apartments and the addition of the new roof at the Woods of Inverness
Apartments. Net cash used in financing activities decreased for the year ended
December 31, 1997, as compared to the year ended December 31, 1996, due to loan
costs paid 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. 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. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The total
mortgage indebtedness of $7,422,000 is based on a fixed interest rate, amortized
over a thirty year period, with balloon payments totaling $6,618,000 due 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 1997 or 1996.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements speak only as of the date of this annual report. The
Partnership expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Partnership's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XVI
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and
1996
Consolidated Statements of Changes in Partners' (Deficit) Capital - Years
ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
1996
Notes to Consolidated 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") and its
subsidiaries as of December 31, 1997, and the related consolidated statements of
operations, changes in partners' (deficit) capital and cash flows for each of
the two years in the period ended December 31, 1997. 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, 1997, and the
consolidated results of its operations and its cash flows for each of the two
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
January 23, 1998
CENTURY PROPERTIES FUND XVI
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 459
Receivables and deposits 307
Other assets 268
Restricted escrows 109
Investment properties (Notes B and E):
Land $ 1,409
Buildings and related
personal property 13,538
14,947
Less accumulated depreciation (7,303) 7,644
$ 8,787
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 88
Accrued taxes 237
Tenant security deposits payable 50
Other liabilities 96
Mortgage notes payable (Notes B and E) 7,422
Partners' (Deficit) Capital
General partners $(3,843)
Limited partners (130,000 units issued
and outstanding) 4,737 894
$ 8,787
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 2,759 $ 2,580
Other income 108 141
Total revenues 2,867 2,721
Expenses:
Operating 1,497 1,774
General and administrative 204 258
Depreciation 479 460
Interest 620 625
Property tax 224 271
Total expenses 3,024 3,388
Net loss $ (157) $ (667)
Net loss allocated to general partners (6.9%) $ (11) $ (46)
Net loss allocated to limited partners (93.1%) (146) (621)
Net loss $ (157) $ (667)
Net loss per limited partnership unit $ (1.12) $ (4.78)
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(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, 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
Net loss for the year ended
December 31, 1997 -- (11) (146) (157)
Partners' (deficit) capital at
December 31, 1997 130,000 $(3,843) $ 4,737 $ 894
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1997 1996
Cash flows from operating activities:
Net loss $ (157) $ (667)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 511 491
Loss on disposal of property 56 --
Change in accounts:
Receivables and deposits (64) (125)
Other assets (6) 132
Accounts payable 20 54
Accrued taxes 51 186
Tenant security deposits payable (6) (1)
Other liabilities 30 (65)
Net cash provided by
operating activities 435 5
Cash flows from investing activities:
Property improvements and replacements (352) (203)
Net (deposits to) receipts from restricted escrows (94) 78
Net cash used in investing activities (446) (125)
Cash flows from financing activities:
Payments on mortgage notes payable (65) (63)
Loan costs paid -- (128)
Net cash used in
financing activities (65) (191)
Net decrease in cash and cash equivalents (76) (311)
Cash and cash equivalents at beginning of year 535 846
Cash and cash equivalents at end of year $ 459 $ 535
Supplemental disclosure of cash flow information
Cash paid for interest $ 554 $ 578
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVI
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XVI (the "Partnership or Registrant") is a California
limited partnership organized in December 1980 to acquire and operate
residential apartment properties. The Partnership's general partners are Fox
Capital Management Corporation ("FCMC" or the "Managing General Partner") and
Fox Realty Investors ("FRI"). As of December 31, 1997, the Partnership operates
two residential apartment complexes, located in Texas and Florida.
Principles of Consolidation:
The Partnership's financial statements include the accounts of the Partnership
and its wholly-owned subsidiaries.
Advertising Costs:
Advertising costs, $65,000 in 1997 and $87,000 in 1996, are charged to expense
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 Partners, to the extent the
general partners have a deficit capital balance; and (iii) to the limited
partners.
Cash from sales or other disposition, or refinancing and working capital
reserves must be distributed 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 plus 8% per year, determined on a
cumulative, noncompounded basis, on adjusted invested capital, adjusted as
needed, of such Limited Partnership Unit Holder; (ii) second, to the general
partners 15% of any additional cash from sales or refinancing and working
capital reserve available for distribution, and (iii) the remainder shall be
allocated 98% to the limited partners and 2% to the general partners. Upon sale
of all properties and termination of the Partnership, the general partners may
be required to contribute certain funds to the Partnership in accordance with
the partnership agreement.
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:
Cash and cash equivalents include cash on hand and in banks, money market funds,
and certificates of deposit with original maturities of less than 90 days. 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.
The Partnership recognizes income as earned on its leases.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Loan Costs:
Loan costs of $319,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loans. At December 31, 1997, accumulated amortization is $64,000.
Amortization of loan costs is included in interest expense.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of", the Partnership records impairment
losses on long-lived assets used in operations when events and circumstances
indicate that the assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amounts of
those assets.
Fair Value:
SFAS No. 107, "Disclosure about Fair Value of Financial Instruments," as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments" requires disclosure of fair value
information about financial instruments, whether or not recognized in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes that the carrying amount of its
financial instruments (except for long-term debt) approximates their fair value
due to the short term maturity of these instruments. The fair value of the
Partnership's long term debt, after discounting the scheduled loan payments to
maturity, approximates its carrying value.
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 1996 balances to conform to the
1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
The Landings Apartments $ 17 7.88% 1/2006 $ 2,016 $ 2,261
Woods of Inverness Apartments 38 7.88% 1/2006 4,602 5,161
$ 55 $ 6,618 $ 7,422
</TABLE>
Scheduled principal payments on mortgage notes payable subsequent to December
31, 1997 are as follows (in thousands):
1998 $ 75
1999 81
2000 88
2001 95
2002 103
Thereafter 6,980
$ 7,422
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:
1997 1996
(in thousands, except unit data)
Net loss as reported $ (157) $ (667)
Add (deduct):
Depreciation differences 167 (35)
Miscellaneous 59 17
Federal taxable loss $ 69 $ (685)
Federal taxable loss
per limited partnership unit $ .50 $ (4.90)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
1997
Net assets as reported $ 894
Land and buildings 916
Accumulated depreciation (6,108)
Syndication and distribution costs 8,258
Prepaid rent 9
Net assets - Federal tax basis $3,969
NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent upon 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.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity Investments II, Inc.
("NPI Equity"), the managing general partner of FRI, and National Property
Investors, Inc. ("NPI"). NPI Equity was a wholly-owned subsidiary of NPI until
December 31, 1996, at which time Insignia Properties Trust acquired the stock of
NPI Equity. In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI, NPI Equity and FCMC.
On March 29, 1996, an affiliate of Insignia acquired all of the issued and
outstanding shares of stock of the general partners of the subsidiary
partnerships which hold title to The Landings Apartments and Woods of Inverness
Apartments. These general partners held a 1% interest in profits, losses and
distributions of such subsidiary partnerships. Effective December 31, 1997, the
Partnership acquired these 1% interests and therefore the subsidiary
partnerships are wholly-owned by the Partnership.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included in
operating expenses) $142 $132
Reimbursement for services of
affiliates including $21,000
and $1,000 in construction
services reimbursements in 1997 and
1996, respectively (included in
investment property and general
and administrative and operating
expenses) 135 154
For the period from January 19 1996, to August 31, 1997, 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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was not significant.
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 $ 2,261 $ 504 $ 4,702 $ 634
Woods of Inverness Apartments 5,161 1,292 10,305 (2,490)
Total $ 7,422 $ 1,796 $ 15,007 $ (1,856)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1997
(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 $ 5,336 $ 5,840 $ 2,889 1979 06/82 5-30 yrs
Woods of Inverness
Apartments 905 8,202 9,107 4,414 1981 07/82 5-30 yrs
Total $1,409 $13,538 $14,947 $ 7,303
</TABLE>
Reconciliation of Investment Properties and Accumulated Depreciation:
Years Ended December 31,
1997 1996
(in thousands)
Balance at beginning of year $ 14,700 $ 14,497
Property improvements 352 203
Disposals (105) --
Balance at end of year $ 14,947 $ 14,700
Years Ended December 31,
1997 1996
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 6,873 $ 6,413
Additions charged to expense 479 460
Disposals (49) --
Balance at end of year $ 7,303 $ 6,873
The aggregate cost of the investment properties for Federal income tax purposes
at December 31, 1997 and 1996 is $15,863,000 and $15,512,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1997 and 1996
is $13,411,000 and $13,102,000.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997 or
1996 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. 51 President and
Director
Ronald Uretta 41 Vice President and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since December 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Corporation, since May 1997. Mr.
Jarrard previously acted as Managing Director - Partnership Administration of
Insignia from January 1991 through September 1997 and served as Managing
Director - Partnership Administration and Asset Management from July 1994 until
January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since January 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Chief Operating Officer. He has also served
as Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and 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, 1997.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 47,388.68 36.5
There are no arrangements known to the Registrant, the effect of which may at a
subsequent date, result in a change in control of the Registrant.
As a result of its ownership of 47,388.68 of limited partnership units, Insignia
Properties, LP 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 Properties, LP
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, Insignia Properties, LP had agreed for the
benefit of non-tendering unitholders, that it would vote its Units: (i) against
any increase in compensation payable to the Managing General Partner or its
affiliates; and (ii) on all other matters submitted by it or its affiliates, in
proportion to the votes cast by non tendering unitholders. Except for the
foregoing, no other limitations are imposed on Insignia Properties, LP right to
vote each Unit acquired.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership has no employees and is dependent upon 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.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia acquired all of the issued and outstanding shares of
stock of FCMC, NPI Equity, the managing general partner of FRI, and NPI. NPI
Equity was a wholly-owned subsidiary of NPI until December 31, 1996, at which
time Insignia Properties Trust acquired the stock of NPI Equity. In connection
with these transactions, affiliates of Insignia appointed new officers and
directors of NPI Equity and FCMC.
On March 29, 1996, an affiliate of Insignia acquired all of the issued and
outstanding shares of stock of the general partners of the subsidiary
partnerships which hold title to The Landings Apartments and Woods of Inverness
Apartments. These general partners held a 1% interest in profits, losses and
distributions of such subsidiary partnerships. Effective December 31, 1997, the
Partnership acquired these 1% interests and therefore the subsidiary
partnerships are wholly-owned by the Partnership.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996:
1997 1996
(in thousands)
Property management fees (included in
operating expenses) $142 $132
Reimbursement for services of
affiliates including $21,000
and $1,000 in construction
services reimbursements in 1997 and
1996, respectively (included in
investment property and general
and administrative and operating
expenses) 135 154
For the period from January 19 1996, to August 31, 1997, 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 master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who receives payment on these obligations from the
agent. The amount of the Partnership's insurance premiums that accrued to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations was 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 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XVI
By: FOX CAPITAL MANAGEMENT CORPORATION,
Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 16, 1998
William H. Jarrard, Jr.
/s/ Ronald Uretta Principal Financial March 16, 1998
Ronald Uretta Officer and Principal
Accounting Officer
CENTURY PROPERTIES FUND XVI
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. (7)
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. (8)
16 Letter from the Registrant's former
Independent Auditor dated April 27,
1994 (9)
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) Incorporate by reference to Exhibit 10.1 to the Registrant's Annual
Report on Form 10 KSB for the year ended December 31, 1995.
(8) Incorporate by reference to Exhibit 10.2 to the Registrant's Annual
Report on Form 10 KSB for the year ended December 31, 1995.
(9) 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 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 459
<SECURITIES> 0
<RECEIVABLES> 307
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,947
<DEPRECIATION> 7,303
<TOTAL-ASSETS> 8,787
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,422
0
0
<COMMON> 0
<OTHER-SE> 894
<TOTAL-LIABILITY-AND-EQUITY> 8,787
<SALES> 0
<TOTAL-REVENUES> 2,867
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,024
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 620
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (157)
<EPS-PRIMARY> (1.12)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
