FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to 13 or 15(d) of The Securities Exchange Act of
1934
For the quarterly period ended June 30, 1998
[ ] Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
For the transition period.........to.........
Commission file number 0-10435
CENTURY PROPERTIES FUND XVI
(Exact name of small business issuer as specified in its charter)
California 94-2704651
(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)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1998
Assets
Cash and cash equivalents $ 597
Receivables and deposits 265
Other assets 245
Restricted escrows 63
Investment properties:
Land $ 1,409
Buildings and related
personal property 13,652
15,061
Less accumulated depreciation (7,545) 7,516
$ 8,686
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 69
Accrued property taxes 116
Tenant security deposit liabilities 51
Other liabilities 102
Mortgage notes payable 7,385
Partners' (Deficit) Capital
General partners $(3,838)
Limited partners (130,000 units issued
and outstanding) 4,801 963
$ 8,686
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 714 $ 686 $ 1,421 $ 1,324
Other income 31 24 61 55
Total revenues 745 710 1,482 1,379
Expenses:
Operating 365 328 664 620
General and administrative 46 67 99 102
Depreciation 121 119 242 236
Interest 153 155 307 311
Property tax 58 59 101 104
Loss on disposal of property -- 56 -- 56
Total expenses 743 784 1,413 1,429
Net income (loss) $ 2 $ (74) $ 69 $ (50)
Net income (loss) allocated to
general partners (6.9%) $ -- $ (5) $ 5 $ (3)
Net income (loss) allocated to
limited partners (93.1%) 2 (69) 64 (47)
Net income (loss) $ 2 $ (74) $ 69 $ (50)
Net income (loss) per limited
partnership unit $ .02 $ (.53) $ .49 $ (.36)
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(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, 1997 130,000 $(3,843) $ 4,737 $ 894
Net income for the six
months ended June 30, 1998 -- 5 64 69
Partners' (deficit) capital at
June 30, 1998 130,000 $(3,838) $ 4,801 $ 963
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $ 69 $ (50)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 258 252
Loss on disposal of property -- 56
Change in accounts:
Receivables and deposits 42 48
Other assets 7 (22)
Accounts payable (19) (38)
Accrued property taxes (121) (69)
Tenant security deposit liabilities 1 1
Other liabilities 6 19
Net cash provided by operating activities 243 197
Cash flows from investing activities:
Property improvements and replacements (114) (271)
Net withdrawals from (deposits to) restricted escrows 46 (78)
Net cash used in investing activities (68) (349)
Cash flows used in financing activities:
Payments on mortgage notes payable (37) (30)
Net increase (decrease) in cash and cash equivalents 138 (182)
Cash and cash equivalents at beginning of period 459 535
Cash and cash equivalents at end of period $ 597 $ 353
Supplemental disclosure of cash flow information:
Cash paid for interest $ 291 $ 261
See Accompanying Notes to Consolidated Financial Statements
e)
CENTURY PROPERTIES FUND XVI
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Century
Properties Fund XVI (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.
The Partnership's general partners are Fox Capital Management Corporation (the
"Managing General Partner" or "FCMC") and Fox Realty Investors ("FRI"), both of
which are affiliates of Insignia Financial Group, Inc. ("Insignia"). 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 and six month periods ended June 30,
1998, are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1998. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - 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 Managing General Partner is a wholly-owned
subsidiary of Insignia Properties Trust ("IPT"), an affiliate of Insignia. The
Partnership Agreement provides for payments to affiliates for services and as
reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in the
third quarter of 1998, is subject to customary conditions, including government
approvals and the approval of Insignia's shareholders. If the closing occurs,
AIMCO will then control the Managing General Partner of the Partnership.
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 were charged to expense
in 1998 and 1997:
For the Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $ 74 $ 70
Reimbursement for services of affiliates (included
in general and administrative and operating expenses) 55 69
Included in reimbursements for services of affiliates is approximately $2,000
and $15,000 of construction oversight reimbursements for the periods ended June
30, 1998 and 1997, respectively.
For the period from January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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 which 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 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 six
months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
The Landings Apartments
Tampa, Florida 95% 93%
Woods of Inverness Apartments
Houston, Texas 97% 96%
The increase in average occupancy from June 30, 1997, to June 30, 1998, at both
The Landings Apartments and Woods of Inverness Apartments is due to quality
customer service and increased marketing efforts, combined with the availability
of attractive, well maintained units.
The Partnership recognized net income of approximately $2,000 and $69,000, for
the three and six months ended June 30, 1998, versus net losses of approximately
$74,000 and $50,000 for the same periods in 1997. The increase in net income is
primarily attributable to an increase in rental income, partially offset by an
increase in total expenses after excluding the loss on disposal of property
recognized during the six months ended June 30, 1997. The increase in rental
income is due to increases in occupancy at both The Landings Apartments and
Woods of Inverness Apartments, along with an increase in the average annual
rental rate at Woods of Inverness Apartments. The increase in expenses is
primarily attributable to an increase in operating expense resulting from
increased maintenance expense at both of the Partnership's investment
properties. The parking lot was repaved and windows repaired at The Landings
Apartments, while major landscaping was performed and tennis courts repaired at
Woods of Inverness Apartments. During the six months ended June 30, 1997, the
loss on disposal of property of $56,000 was the result of a re-roofing project
at Woods of Inverness Apartments.
Included in operating expense for the six months ended June 30, 1998, is
approximately $69,000 of major repairs and maintenance mainly comprised of
tennis court repairs, parking lot repairs, major landscaping, and gutter
repairs, as previously mentioned. Included in operating expense for the six
months ended June 30, 1997, is approximately $20,000 of major repairs and
maintenance mainly comprised of exterior painting and building improvements.
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.
At June 30, 1998, the Partnership had cash and cash equivalents of approximately
$597,000, versus approximately $353,000 at June 30, 1997. Cash and cash
equivalents increased approximately $138,000 for the period ended June 30, 1998,
and decreased approximately $182,000 for the period ended June 30, 1997. Net
cash provided by operating activities increased primarily due to an increase in
net income, as previously explained, partially offset by a decrease in accrued
taxes. The decrease in accrued taxes is due to the timing of the payment of
property taxes. The Partnership experienced a decrease in cash used in
investing activities due to a decrease in property improvements and replacements
along with increased withdrawals from restricted escrows. Building improvements
were made at The Landings Apartments and a new roof was added at Woods of
Inverness Apartments during the six months ended June 30, 1997. For the six
months ended June 30, 1998, withdrawals were made from restricted escrows to
fund major rehabilitation work at Woods of Inverness Apartments. Foundation
work, replacement of rotten wood, power washing, painting and some fencing
replacement, all anticipated to cost approximately $300,000, is now underway at
this property. Cash used in financing activities results from payments on
mortgage notes payable.
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
mortgage indebtedness of approximately $7,385,000 is based on a fixed interest
rate, amortized over a thirty-year period, with a balloon payment due January 1,
2006. No cash distributions were paid in 1997 or during the first six months of
1998. Future cash distributions will depend on the levels of cash generated
from operations, property sales, and the availability of cash reserves.
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 quarterly 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 of the Partnership 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 quarterly 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The Plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates, as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General Partner
believes the action to be without merit, and intends to vigorously defend it. On
June 24, 1998, the Managing General Partner filed a motion seeking dismissal of
the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K: None.
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 XVI
By: Fox Capital Management Corporation,
Managing General Partner
/s/William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Vice President and Treasurer
Date: July 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Fund XVI 1998 Second Quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000351931
<NAME> CENTURY PROPERTIES FUND XVI
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 597
<SECURITIES> 0
<RECEIVABLES> 265
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,061
<DEPRECIATION> (7,545)
<TOTAL-ASSETS> 8,686
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,385
0
0
<COMMON> 0
<OTHER-SE> 963
<TOTAL-LIABILITY-AND-EQUITY> 8,686
<SALES> 0
<TOTAL-REVENUES> 1,482
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,413
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 307
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69
<EPS-PRIMARY> .49<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
