FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________to _________
Commission file number 0-10435
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.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1999
Assets
Cash and cash equivalents $ 697
Receivables and deposits 349
Other assets 219
Restricted escrows 71
Investment properties:
Land $ 1,409
Buildings and related personal property 14,408
15,817
Less accumulated depreciation (8,188) 7,629
$ 8,965
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 33
Accrued property taxes 190
Tenant security deposit liabilities 50
Other liabilities 136
Mortgage notes payable 7,286
Partners' (Deficit) Capital:
General partners $ (3,817)
Limited partners (130,000 units issued and
outstanding) 5,087 1,270
$ 8,965
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 Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 748 $ 714 $ 2,220 $ 2,135
Other income 28 33 82 94
Total revenues 776 747 2,302 2,229
Expenses:
Operating 287 335 845 999
General and administrative 54 39 174 138
Depreciation 129 127 384 369
Interest 152 153 457 460
Property taxes 64 59 193 160
Total expenses 686 713 2,053 2,126
Net income $ 90 $ 34 $ 249 $ 103
Net income allocated
to general partners (6.9%) $ 6 $ 2 $ 17 $ 7
Net income allocated
to limited partners (93.1%) 84 32 232 96
$ 90 $ 34 $ 249 $ 103
Net income per limited
partnership unit $ 0.64 $ 0.25 $ 1.78 $ 0.74
See Accompanying Notes to Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENT 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, 1998 130,000 $ (3,834) $ 4,855 $ 1,021
Net income for the nine months
ended September 30, 1999 -- 17 232 249
Partners' (deficit) capital
at September 30, 1999 130,000 $ (3,817) $ 5,087 $ 1,270
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES FUND XVI
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income $ 249 $ 103
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 384 369
Amortization of loan costs 24 24
Change in accounts:
Receivables and deposits 21 (5)
Other assets (10) (11)
Accounts payable (23) (29)
Accrued property taxes (55) (62)
Tenant security deposit liabilities (1) 5
Other liabilities 27 9
Net cash provided by operating activities 616 403
Cash flows from investing activities:
Property improvements and replacements (253) (489)
Net withdrawals from restricted escrows 29 48
Net cash used in investing activities (224) (441)
Cash flows used in financing activities:
Payments on mortgage notes payable (61) (56)
Net increase (decrease) in cash and cash equivalents 331 (94)
Cash and cash equivalents at beginning of period 366 459
Cash and cash equivalents at end of period $ 697 $ 365
Supplemental disclosure of cash flow information:
Cash paid for interest $ 433 $ 436
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" or the "Registrant") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The Partnership's general partners are Fox Capital
Management Corporation (the "Managing General Partner" or "FCMC") and Fox Realty
Investors ("FRI"). The Managing General Partner and the managing general
partner of FRI are subsidiaries of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. 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 nine month periods ended September 30, 1999
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998.
Principles of Consolidation
The Partnership's financial statements include the accounts of the Partnership
and its wholly owned subsidiaries.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, with AIMCO being the surviving corporation (the "Insignia
Merger"). As a result, AIMCO acquired 100% ownership interest in the Managing
General Partner and the managing general partner of FRI. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for (i) payments to
affiliates for services and (ii) reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following transactions with
affiliates of the Managing General Partner were paid during the nine months
ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $114 $111
Reimbursement for services of affiliates (included in
investment properties and general and administrative
and operating expenses) 76 100
During the nine months ended September 30, 1999 and 1998, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from both
of the Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $114,000 and $111,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $76,000 and
$100,000 for the nine months ended September 30, 1999 and 1998, respectively.
Included in these expenses for both of the nine month periods ended September
30, 1999 and 1998, is approximately $2,000 and $21,000, respectively, in
reimbursements for construction oversight costs.
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 37,586.25 units of limited
partnership interest in the Partnership (approximately 28.91% of the total
outstanding units) for a purchase price of $54 per unit. The offer expired on
July 30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 3,381.00
units. As a result, AIMCO and its affiliates currently own 52,055.68 units of
limited partnership interest in the Partnership representing approximately
40.04% of the total outstanding units. It is possible that AIMCO or its
affiliate will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Note E - Legal Proceedings").
NOTE D - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties, consisting
of two apartment complexes, one of which is located in Tampa, Florida and the
other in Houston, Texas. The Partnership rents apartment units to people for
terms that are typically twelve months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the summary of significant accounting policies in the Partnership's
Annual Report on Form 10-KSB for the year ended December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the nine month periods ended September 30, 1999 and 1998
is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segment.
1999 Residential Other Totals
Rental income $ 2,220 $ -- $ 2,220
Other income 74 8 82
Interest expense 457 -- 457
Depreciation 384 -- 384
General and administrative expense -- 174 174
Segment profit (loss) 415 (166) 249
Total assets 8,690 275 8,965
Capital expenditures 253 -- 253
1998 Residential Other Totals
Rental income $ 2,135 $ -- $ 2,135
Other income 80 14 94
Interest expense 460 -- 460
Depreciation 369 -- 369
General and administrative expense -- 138 138
Segment profit (loss) 227 (124) 103
Total assets 8,451 306 8,757
Capital expenditures 489 -- 489
NOTE E - 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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Note B - Transfer of Control"). The complaint seeks monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June
25, 1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers for
all outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended September 30, 1999 and 1998:
Average Occupancy
Property 1999 1998
Ralston Place 96% 95%
(formerly The Landings Apartments)
Tampa, Florida
Woods of Inverness Apartments 98% 97%
Houston, Texas
Results of Operations
The Registrant's net income for the nine months ended September 30, 1999 was
approximately $249,000 as compared to approximately $103,000 for the
corresponding period in 1998. The Registrant's net income for the three months
ended September 30, 1999 was approximately $90,000 as compared to net income of
approximately $34,000 for the three months ended September 30, 1998. Net income
increased for both the three and nine months ended September 30, 1999 as a
result of an increase in total revenues and a decrease in total expenses. The
increase in total revenues is primarily attributable to an increase in rental
income as a result of increases in occupancy and average annual rental rates at
both investment properties as well as a decrease in rental concessions offered
at Woods of Inverness Apartments.
Total expenses decreased primarily due to reductions in operating expenses,
which were partially offset by increases in general and administrative,
depreciation and property tax expenses. Interest expense remained relatively
constant for the comparable periods. Operating expenses decreased due to
reductions in maintenance and insurance expense. Maintenance expense decreased
primarily due to the completion of a landscaping project and exterior building
and tennis court repairs at Woods of Inverness Apartments, and the completion of
exterior building improvements and parking lot repairs at Ralston Place during
the nine months ended September 30, 1998. Insurance expense decreased due to a
refund of prior premiums paid at Woods of Inverness Apartments upon cancellation
of the prior policy and reduced premiums at both properties due to a change in
insurance carriers late in 1998.
The increase in general and administrative expenses is primarily due to
increased legal costs as a result of the settlement of a legal proceeding in the
first quarter of 1999. The increase in depreciation expense is the result of
the amounts spent on capital improvements and replacements during the fourth
quarter of 1998 and the nine months ended September 30, 1999. Property taxes
increased resulting from an increase in the assessment value of Woods of
Inverness Apartments.
Included in general and administrative expense for both of the nine month
periods ended September 30, 1999 and 1998 are management reimbursements to the
Managing General Partner allowed under the Partnership Agreement. In addition,
costs associated with the quarterly and annual communications with investors and
regulatory agencies and the annual audit required by the Partnership Agreement
are also included.
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 market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 1999, the Registrant had cash and cash equivalents of
approximately $697,000 as compared to approximately $365,000 at September 30,
1998. Cash and cash equivalents increased approximately $331,000 for the period
ended September 30, 1999 from the Registrant's fiscal year end. The increase in
cash and cash equivalents is due to approximately $616,000 of cash provided by
operating activities, partially offset by approximately $224,000 of cash used in
investing activities and approximately $61,000 of cash used in financing
activities. Cash used in investing activities consisted of capital
improvements and replacements and was partially offset by net withdrawals from
restricted escrow accounts maintained by the mortgage lender. Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Registrant's properties. The Registrant invests its working
capital reserves in money market accounts.
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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements
planned for the Partnership's properties are detailed below.
Woods of Inverness: Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that Woods of
Inverness Apartments requires approximately $246,000 of capital improvements
over the next few years. The Partnership has budgeted, but is not limited to,
capital improvements of approximately $205,000 for 1999 at this property which
include certain of the required improvements and consist of air conditioning and
electrical upgrades, flooring replacements, and swimming pool, parking lot and
fencing improvements. As of September 30, 1999, the Partnership has spent
approximately $83,000 on capital improvements at Woods of Inverness Apartments,
consisting primarily of fencing and flooring replacements, structural
improvements, roof replacement, landscaping, and swimming pool and parking lot
improvements. These improvements were funded from cash flow and replacement
reserves.
Ralston Place: Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
Managing General Partner on interior improvements, it is estimated that Ralston
Place requires approximately $337,000 of capital improvements over the next few
years. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $341,000 for 1999 at this property which include
certain of the required improvements and consist of a roof replacement project,
structural improvements, appliance replacements and landscaping. As of
September 30, 1999, the Partnership has spent approximately $170,000 on capital
improvements at Ralston Place, consisting primarily of roofing replacement,
recreational facility enhancements, grounds lighting, structural improvements,
and flooring and appliance replacements. These improvements were funded from
cash flow and replacement reserves.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $7,286,000 is amortized over 360 months with a
balloon payment of approximately $6,618,000 due January 1, 2006. The Managing
General Partner will attempt to refinance such indebtedness and/or sell the
properties prior to such maturity date. If the properties cannot be refinanced
or sold for a sufficient amount, the Registrant will risk losing such properties
through foreclosure.
The Partnership did not make any distributions to its partners during 1999 and
1998. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves, and the timing of debt
maturities, refinancings, and/or property sales. The Partnership's distribution
policy is reviewed on a semi-annual basis. There can be no assurance, however,
that the Partnership will generate sufficient funds from operations, after
planned capital expenditures, to permit distributions to its partners during the
remainder of 1999 or subsequent periods.
Tender Offer
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 37,586.25 units of limited
partnership interest in the Partnership (approximately 28.91% of the total
outstanding units) for a purchase price of $54 per unit. The offer expired on
July 30, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 3,381.00
units. As a result, AIMCO and its affiliates currently own 52,055.68 units of
limited partnership interest in the Partnership representing approximately
40.04% of the total outstanding units. It is possible that AIMCO or its
affiliate will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Item I - Financial Statements, Note E -
Legal Proceedings").
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia 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 and the Insignia Merger (see
"Part I _ Financial Information, Item 1. Financial Statements, Note B _ Transfer
of Control"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the Managing General Partner will make tender offers
for all outstanding limited partnership interests in 49 partnerships,
including the Registrant, subject to the terms and conditions set forth in
the Stipulation, and has agreed to establish a reserve to pay an additional
amount in settlement to qualifying class members (the "Settlement Fund"). At
the final approval hearing, Plaintiffs' counsel will make an application for
attorneys' fees and reimbursement of expenses, to be paid in part by the
partnerships and in part from the Settlement Fund. The Managing General
Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Partnership caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XVI
By: FOX CAPITAL MANAGEMENT CORPORATION
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: November 11, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVI 1999 Third 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 697
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,817
<DEPRECIATION> 8,188
<TOTAL-ASSETS> 8,965
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 7,286
0
0
<COMMON> 0
<OTHER-SE> 1,270
<TOTAL-LIABILITY-AND-EQUITY> 8,965
<SALES> 0
<TOTAL-REVENUES> 2,302
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,053
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 457
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 249
<EPS-BASIC> 1.78<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an un classified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
