FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 312905, eff. 4/26/93.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-11934
CENTURY PROPERTIES FUND XVIII
(Exact name of small business issuer as specified in its charter)
California 94-2834149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) CENTURY PROPERTIES FUND XVIII
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1996
Assets
Cash and cash equivalents $ 1,164
Deferred financing costs, net 177
Other assets 679
Investment properties:
Land $ 7,296
Buildings and related personal property 19,345
26,641
Less accumulated depreciation (8,917) 17,724
$ 19,744
Liabilities and Partners' Capital (Deficit)
Liabilities
Accrued expenses and other liabilities $ 510
Mortgage notes payable 18,768
Partners' Capital (Deficit):
General partner $ (6,408)
Limited partners (75,000 units issued 6,874 466
and outstanding) $ 19,744
See Accompanying Notes to Financial Statements
b) CENTURY PROPERTIES FUND XVIII
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
Revenues:
Rental income $ 1,107 $ 1,062 $ 3,297 $ 3,172
Other income 80 72 251 187
Total revenues 1,187 1,134 3,548 3,359
Expenses:
Operating 565 588 1,596 1,574
General and administrative 55 45 224 169
Depreciation 170 158 506 473
Interest 348 373 1,049 1,118
Total expenses 1,138 1,164 3,375 3,334
Net income (loss) $ 49 $ (30) $ 173 $ 25
Net income (loss) allocated
to general partner $ 5 $ (3) $ 17 $ 2
Net income (loss) allocated
to limited partners 44 (27) 156 23
$ 49 $ (30) $ 173 $ 25
Net income (loss) per
limited partnership unit $ .59 $ (.36) $ 2.08 $ .31
See Accompanying Notes To Financial Statements
c) CENTURY PROPERTIES FUND XVIII
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <S> <C> <C> <C>
Original capital contribution 75,000 $ -- $ 75,000 $ 75,000
Partners' (deficit) capital
at December 31, 1995 75,000 $ (6,425) $ 6,718 $ 293
Net income for the nine months
ended September 30, 1996 17 156 173
Partners' (deficit) capital
at September 30, 1996 75,000 $ (6,408) $ 6,874 $ 466
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) CENTURY PROPERTIES FUND XVIII
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1996 1995
Cash flows from operating activities:
Net income $ 173 $ 25
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 538 527
Change in accounts:
Other assets (52) (173)
Accrued expenses and other liabilities 98 52
Net cash provided by operating activities 757 431
Cash flows from investing activities:
Property improvements and replacements (164) (262)
Net cash used in investing activities (164) (262)
Cash flows from financing activities:
Payments on mortgage notes payable (367) (133)
Net cash used in financing activities (367) (133)
Increase in cash and cash equivalents 226 36
Cash and cash equivalents at beginning of period 938 972
Cash and cash equivalents at end of period $ 1,164 $ 1,008
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,015 $ 975
Supplemental disclosure of non-cash
financing activities:
Accrued interest added to mortgage notes
payable $ 8 $ 8
See Accompanying Notes to Financial Statements
e) CENTURY PROPERTIES FUND XVIII
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Century Properties Fund
XVIII (the "Partnership") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of Fox Capital Management Corp. ("FCMC" or the "Managing General
Partner"), all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
nine months ended September 30, 1996, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1996. For
further information, refer to the financial statements and footnotes thereto
included in the Partnership's annual report on Form 10-K for the year ended
December 31, 1995.
Certain reclassifications have been made to the 1995 information to conform
to the 1996 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The general partner of the Partnership is Fox Partners, a California general
partnership, whose general partners are FCMC, a California corporation, Fox
Realty Investors ("FRI"), a California general partnership and Fox Partners 82,
a California general partnership.
Pursuant to a series of transactions which closed during the first half of
1996, affiliates of Insignia Financial Group, Inc. ("Insignia") acquired (i)
control of NPI Equity Investments II, Inc. ("NPI Equity"), the managing general
partner of FRI, and (ii) all of the issued and outstanding shares of stock of
FCMC. NPI Equity is a wholly-owned subsidiary of National Property Investors,
Inc. ("NPI"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates
of NPI were charged to expense in 1996 and 1995:
For the Nine Months Ended
September 30,
1996 1995
Property management fees (included in operating
expenses) $ 176,000 $ 156,000
Reimbursement for services of affiliates
(included in general and administrative
and operating expenses) 108,000 117,000
For the period from January 19, 1996, to September 30, 1996, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the Managing General Partner who
received payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
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
nine months ended September 30, 1996 and 1995:
Average
Occupancy
Property 1996 1995
Oak Run Apartments
Dallas, Texas 96% 98%
Overlook Point Apartments
Salt Lake City, Utah 96% 96%
The Partnership's net income for the three and nine months ended September
30, 1996, was $49,000 and $173,000. The Partnership's net loss and net income
for the corresponding periods in 1995 was $30,000 and $25,000, respectively. The
increase in net income is primarily attributable to an increase in average
rental rates at both of the Partnership's properties. Other income increased due
to an increase in lease cancellation and pet and application fees on both
properties, in conjunction with a significant increase in corporate unit income
at Overlook Point Apartments. Partially offsetting these increases in income
was an increase in general and administrative expenses due to an increase in
professional fees in 1996. Although combined operating expenses at the
properties increased slightly, Oak Run Apartments experienced an increase due to
resurfacing of a portion of their parking area, while Overlook Point Apartments
experienced a decrease due to repainting, which occurred in the third quarter of
1995. Property taxes, included in operating expenses, decreased at Overlook
Apartments due to the receipt in 1996 of a property tax refund relating to 1995
and a reduction in 1996 property taxes.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing rent, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At September 30, 1996, the Partnership had unrestricted cash of approximately
$1,164,000 as compared to approximately $1,008,000 at September 30, 1995. Net
cash provided by operating activities for the nine months ended September 30,
1996, increased as a result of the increase in net income as discussed above and
an increase in accrued expenses and other liabilities. Net cash used in
investing activities decreased due to a decrease in property improvements and
replacements associated with exterior renovations and the construction of a
fitness center at Oak Run in the first quarter of 1995. The increase in cash
used in financing activities is due to the increase in principal payments on Oak
Run's first and second mortgages, as a result of increased cash flows at the
property in 1996. Cash flows at Oak Run increased primarily as a result of the
decrease in capital expenditures in 1996.
An affiliate of the Managing General Partner has made available to the
Partnership a credit line of up to $150,000 per property owned by the
Partnership. At the present time, the Partnership has no outstanding amounts
due under this line of credit. Based on present plans, management does not
anticipate the need to borrow in the near future. Other than cash and cash
equivalents, the line of credit is the Partnership's only unused source of
liquidity.
The Partnership has no material capital programs scheduled to be performed in
1996, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the partnership. The mortgage
indebtedness of $18,768,000 is amortized over varying periods with balloon
payments due in 1999 and 2000 of approximately $7,869,000 and $6,489,000,
respectively, at which time the properties will either be refinanced or sold.
Future cash distributions will depend on the levels of cash generated from
operations, property sales, and the availability of cash reserves. No cash
distributions were made in 1995 or during the nine months ended September 30,
1996.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None were filed during the quarter ended September 30, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
CENTURY PROPERTIES FUND XVIII
By: FOX PARTNERS,
its General Partner
By: FOX CAPITAL MANAGEMENT CORPORATION,
its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Principal Financial Officer and
Principal Accounting Officer
Date: November 8, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVIII 1996 Third Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000704271
<NAME> CENTURY PROPERTIES FUND XVIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,164
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,641
<DEPRECIATION> 8,917
<TOTAL-ASSETS> 19,744
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,768
0
0
<COMMON> 0
<OTHER-SE> 466
<TOTAL-LIABILITY-AND-EQUITY> 19,744
<SALES> 0
<TOTAL-REVENUES> 3,548
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,375
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049
<INCOME-PRETAX> 173
<INCOME-TAX> 0
<INCOME-CONTINUING> 173
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 173
<EPS-PRIMARY> 2.08<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
