UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995, 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 Registrant as specified in its charter)
CALIFORNIA 94-2834149
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Insignia Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 239-1000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ X ]
No market for the Limited Partnership Units exists and therefore a market
value for such Units cannot readily be determined.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE:
Prospectus of the Registrant dated November 5, 1982, as revised December
30, 1982, and thereafter supplemented incorporated in Parts I and IV.
CENTURY PROPERTIES FUND XVIII
(A limited partnership)
PART I
Item 1. Business.
Century Properties Fund XVIII (the "Registrant") was organized in July 1982
as a California limited partnership under the Uniform Limited Partnership Act of
the California Corporations Code. Fox Partners, a California general
partnership, is the general partner of the Registrant. The general partners of
Fox Partners are Fox Capital Management Corporation (the "Managing General
Partner"), a California corporation, Fox Realty Investors ("FRI"), a California
general partnership, and Fox Partners 82, a California general partnership.
The Registrant's Registration Statement, filed pursuant to the Securities
Act of 1933 (No. 2-78495), was declared effective by the Securities and Exchange
Commission on November 5, 1982. The Registrant marketed its securities pursuant
to its Prospectus dated November 5, 1982, as revised December 30, 1982, which
was thereafter supplemented (hereinafter the "Prospectus"). The Prospectus was
filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the
Securities Act of 1933.
The principal business of the Registrant is and has been to acquire, hold
for investment and ultimately sell income-producing real property. The
Registrant is a "closed" limited partnership real estate syndicate formed to
acquire multi-family residential properties. For a further description of the
business of the Registrant, see the sections entitled "Risk Factors" and
"Investment Objectives and Policies" of the Prospectus.
From February 1983 through September 1983, the Registrant offered and sold
$75,000,000 in Limited Partnership Units. The net proceeds of this offering were
used to purchase twelve income-producing real properties. The Registrant's
original property portfolio was geographically diversified with acquired
properties located in seven states. The Registrant's acquisition activities were
completed in June 1984, and since then the principal activity of the Registrant
has been managing its portfolio. In the period from 1987 through February 1994
ten properties were sold or otherwise disposed of. See "Item 2, Properties" for
a description of the Registrant's properties.
The Registrant is involved in only one industry segment, as described
above. The business of the Registrant is not seasonal. The Registrant does not
engage in any foreign operations or derive revenues from foreign sources.
Both the income and the expenses of operating the properties owned by the
Registrant are subject to factors outside the Registrant's control, such as
oversupply of similar rental facilities resulting from overbuilding, increases
in unemployment or population shifts, changes in zoning laws or changes in
patterns of needs of the users. Expenses, such as local real estate taxes and
management expenses, are subject to change and cannot always be reflected in
rental increases due to market conditions or existing leases. The profitability
and marketability of developed real property may be adversely affected by
changes in general and local economic conditions and in prevailing interest
rates, and favorable changes in such factors will not necessarily enhance the
profitability or marketability of such property. Even under the most favorable
market conditions, there is no guarantee that any property owned by the
Registrant can be sold by it or, if sold, that such sale can be made upon
favorable terms.
It is possible that legislation on the state or local level may be enacted
in the states where the Registrant's properties are located which may include
some form of rent control. There have been, and it is possible there may be
other, Federal, state and local regulations enacted relating to the protection
of the environment. The Managing General Partner 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 still owned by the Registrant.
The Registrant 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 Registrant received notice
that it is a potentially responsible party with respect to an environmental
clean up site.
The Registrant maintains property and liability insurance on the properties
and believes such coverage to be adequate.
At this time, it appears that the original investment objective of capital
growth from the inception of the Registrant will not be attained and that
investors will not receive a return of all their invested capital. The extent to
which invested capital is returned to investors is dependent upon the success of
the Registrant's strategy as set forth in "Item 7" as well as upon significant
improvement in the performance of the Registrant's remaining properties and the
markets in which such properties are located and on the sales price of the
remaining properties. In this regard, the remaining properties have been held
longer than originally expected.
Property Matters
Overlook Point Apartments - The Registrant modified its existing first
mortgage on Overlook Point Apartments in February 1994. Principal of $7,166,000
and contingent interest of $1,213,000 were outstanding on the original loan
which was due August 1995. The Registrant paid down $129,000 of accrued interest
from its escrow accounts with the lender and secured a new loan for the balance
of $8,250,000. The new loan requires monthly debt service payments of
approximately $62,000, bears interest at 8.25% per annum and is being amortized
over 30 years. The loan matures in 1999 with a balloon payment due of
approximately $7,869,000. See "Item 8, Financial Statements and Supplementary
Data - Note 5."
Plantation Ridge Apartments - Plantation Ridge Apartments was sold on
February 15, 1994 for $15,353,000. After the buyer's assumption of the existing
loan of $13,653,000 and expenses of sale of $210,000 (including sales
commissions of $154,000 paid to an outside broker), the proceeds to the
Registrant were approximately $1,490,000. Net proceeds realized from the sale
were used to fully repay $608,000 of demand notes, plus accrued interest of
$230,000, due to NPI Realty and to further replenish working capital. See, "Item
8, Financial Statements and Supplementary Data - Note 7."
Employees
Services are performed for the Registrant at its remaining properties by
on-site personnel all of whom are employees of NPI-AP Management, L.P.,
("NPI-AP") an affiliate of the Managing General Partner, which directly manages
the Registrant's remaining properties. All payroll and associated expenses of
such on-site personnel are fully reimbursed by the Registrant to NPI-AP.
Pursuant to a management agreement, NPI-AP provides certain property management
services to the Registrant in addition to providing on-site management.
Change in Control
From March 1988 through December 1993, the Registrant's affairs were
managed by Metric Management, Inc. ("MMI") or a predecessor. On December 16,
1993, the services agreement with MMI was modified and, as a result thereof, the
Managing General Partner began directly providing real estate advisory and asset
management services to the Registrant. As advisor, such affiliate provides all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.
On December 6, 1993, the shareholders of the Managing General Partner
entered into a Voting Trust Agreement with NPI Equity Investments II, Inc. ("NPI
Equity II") pursuant to which NPI Equity II was granted the right to vote 100%
of the outstanding stock of the Managing General Partner. In addition, NPI
Equity II became the managing partner of FRI. As a result, NPI Equity II
indirectly became responsible for the operation and management of the business
and affairs of the Registrant and the other investment partnerships originally
sponsored by the Managing General Partner and/or FRI. The individuals who had
served previously as partners of FRI and as officers and directors of the
Managing General Partner contributed their general partnership interests in FRI
to a newly formed limited partnership, Portfolio Realty Associates, L.P.
("PRA"), in exchange for limited partnership interests in PRA. The shareholders
of the Managing General Partner and the prior partners of FRI, in their capacity
as limited partners of PRA, continue to hold indirectly certain economic
interests in the Registrant and such other investment limited partnerships, but
have ceased to be responsible for the operation and management of the Registrant
and such other partnerships.
On August 10, 1994, an affiliate of Apollo Real Estate Advisors, L.P.
("Apollo") obtained general and limited partnership interests in NPI-AP.
On October 12, 1994, Apollo acquired one-third of the stock of National
Property Investors, Inc. ("NPI"), the parent corporation of NPI Equity II.
Pursuant to the terms of the stock acquisition, Apollo was entitled to designate
three of the seven directors of the Managing General Partner and NPI Equity II.
In addition, the approval of certain major actions on behalf of the Registrant
required the affirmative vote of at least five directors of the Managing General
Partner.
On August 17, 1995, the stockholders of NPI entered into an agreement to
sell to IFGP Corporation, a Delaware corporation, an affiliate of Insignia
Financial Group, Inc., a Delaware corporation ("Insignia"), all of the issued
and outstanding common stock of NPI, for an aggregate purchase price of
$1,000,000. NPI is the sole shareholder of NPI Equity II, the general partner of
FRI, and the entity which controls the Managing General Partner. The closing of
the transactions contemplated by the above mentioned agreement (the "Closing")
occurred on January 19, 1996.
Upon the Closing, the officers and directors of NPI, NPI Equity II and the
Managing General Partner resigned and IFGP Corporation caused new officers and
directors of each of those entities to be elected. See "Item 10, Directors and
Executive Officers of the Registrant."
The Tender Offer
On October 12, 1994, affiliates of Apollo acquired (i) one-third of the
stock of the respective general partners of DeForest Ventures I L.P. ("DeForest
I") and DeForest Ventures II L.P. and (ii) an additional equity interest in
NPI-AP (bringing its total equity interest in such entity to one-third). NPI-AP
is a limited partner of DeForest I which was formed for the purpose of making
tender offers for limited partnership units in the Registrant as well as 11
affiliated limited partnerships.
On January 19, 1996, DeForest I and certain of its affiliates sold all of
its interest in the Registrant to Insignia NPI L.L.C. ("Insignia LLC"), an
affiliate of Insignia. Pursuant to a Schedule 13-D filed by Insignia LLC with
the Securities and Exchange Commission, Insignia LLC acquired 21,513 limited
partnership units or approximately 28.7% of the total limited partnership units
of the Registrant. (See "Item 12, Security Ownership of Certain Beneficial
Owners and Management.")
Competition
The Registrant is affected by and subject to the general competitive
conditions of the residential real estate industry. Many of the Registrant's
properties which are or were located in oil industry related and other weakened
markets have been adversely affected by economic conditions in these markets. In
addition, each of the Registrant's properties competes in an area which normally
contains numerous other multi-family residential properties which may be
considered competitive.
Item 2. Properties.
A description of the multi-family residential properties in which the
Registrant has an ownership interest is as follows. All of the Registrant's
properties are owned in fee.
Date of
Name and Location Purchase Size
- ----------------- --------- ---------
Overlook Point Apartments 07/83 304 units
4700 South Street
Salt Lake City, Utah
Oak Run Apartments 11/83 420 units
5801 Preston Oaks Road
Dallas, Texas
See "Item 8, Financial Statements and Supplementary Data" for information
regarding any encumbrances to which the properties of the Registrant are
subject.
The following chart sets forth the occupancy rates at December 31,
1995, 1994, 1993, 1992 and 1991 for the Registrant's remaining properties:
OCCUPANCY SUMMARY
Average
Occupancy Rate(%)
for the Year Ended
December 31,
--------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Overlook Point Apartments 96 95 95 95 94
Oak Run Apartments 98 97 94 93 91
Item 3. Legal Proceedings.
Lawrence M. Whiteside, on behalf of himself and all others similarly
situated, v. Fox Capital Management Corporation et, al., Superior Court of the
State of California, San Mateo County, Case No. 390018. ("Whiteside")
Bonnie L. Ruben and Sidney Finkel, on behalf of themselves and all others
similarly situated, v. DeForest Ventures I L.P., DeForest Capital I Corporation,
MRI Business Properties Fund, Ltd. II, MRI Business Properties Fund, Ltd. III,
NPI Equity Investments II, Inc., Montgomery Realty Company-84, MRI Associates,
Ltd. II, Montgomery Realty Company-85 and MRI Associates, Ltd. III, United
States District Court, Northern District of Georgia, Atlanta Division("Ruben").
Roger L. Vernon, individually and on behalf of all similarly situated
persons v. DeForest Ventures I L.P. et. al., Circuit Court of Cook County,
County Departments, Chancery Division, Case No. 94CH0100592. ("Vernon")
James Andrews, et al., on behalf of themselves and all others similarly
situated v. Fox Capital Management Corporation, et al., United States District
Court, Northern District of Georgia, Atlanta Division, Case No.
1-94-CV-3351-JEC. ("Andrews")
In the fourth quarter of fiscal 1994, limited partners in certain limited
partnerships affiliated with the Registrant, commenced actions in and against,
among others, the Managing General Partner. The actions alleged, among other
things, that the tender offers made by DeForest Ventures I L.P. ("DeForest I")
and DeForest Ventures II L.P. ("DeForest II") in October 1994, constituted (a)
breach of the fiduciary duty owed by the Managing General Partner to the limited
partners of the Registrant, and (b) a breach of, and an inducement to breach,
the provisions of the Partnership Agreement of the Registrant. The actions,
which had been brought as class actions on behalf of limited partners sought
monetary damages in an unspecified amount and, in the Whiteside action, to
enjoin the tender offers. The temporary restraining order sought in the
Whiteside action was denied by the court on November 3, 1994, and on November
18, 1994, the court denied Whiteside a preliminary injunction.
On March 16, 1995, the United States Court for the Northern District of
Georgia, Atlanta, Division, entered an order which granted preliminary approval
to a settlement agreement (the "Settlement Agreement") in the Ruben and Andrews
actions, conditionally certified two classes for purpose of settlement, and
authorized the parties to give notice to the classes of the terms of the
proposed settlement. Plaintiffs counsel in the Vernon and Whiteside action
joined in the Settlement Agreement as well. The Settlement Agreement received
final approval on May 19, 1995, and the actions were dismissed subject to
satisfaction of the terms of the Settlement Agreement. The two certified classes
constituted all limited partners of the Registrant and the eighteen other
affiliated partnerships who either tendered their units in connection with the
October tender offers or continued to hold their units in the Registrant and the
other affiliated partnerships. Pursuant to the terms of the Settlement
Agreement, which were described in the notice sent to the class members in March
1995, (and more fully described in the Amended Stipulation of Settlement
submitted in the court on March 14, 1995) all claims which either were made or
could have been asserted in any of the class actions would be dismissed with
prejudice and/or released. In consideration for the dismissal and/or release of
such claims, among other things, DeForest I paid to each unit holder who
tendered their units in the Registrant an amount equal to 15% of the original
tender offer price less attorney's fees and expenses. In addition, DeForest I
commenced a second tender offer on June 2, 1995, for an aggregate number of
units of the Registrant (including the units purchased in the initial tender)
constituting up to 49% of the total number of units of the Registrant at a price
equal to the initial tender price plus 15% less attorney's fees and expenses.
Furthermore, under the terms of the Settlement Agreement, the Managing General
Partner agreed, among other things, to provide the Registrant a credit line of
$150,000 per property which would bear interest at the lesser of the prime rate
plus 1% and the rate permitted under the partnership agreement of the
Registrant. The second tender offer closed on June 30, 1995.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the period
covered by this Report.
PART II
Item 5. Market for the Registrant's Equity and Related Security
Holder Matters.
The Limited Partnership Unit holders are entitled to certain distributions
as provided in the Partnership Agreement. As of March 1, 1996, cash
distributions from operations for each unit holder have ranged from $47 to $58
for each $1,000 of original investment. No market for Limited Partnership Units
exists, nor is any expected to develop.
No distributions from operations were made during the years ended December
31, 1995 and 1994. See "Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations" for a discussion of the
Registrant's financial ability to make distributions.
As of March 1, 1996, the approximate number of holders of Limited
Partnership Units was 5,371.
Item 6. Selected Financial Data.
The following represents selected financial data for the Registrant for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991. The data should be
read in conjunction with the financial statements included elsewhere herein.
This data is not covered by the independent auditors' report.
For the Year Ended December 31,
------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(Amounts in thousands except per unit data)
TOTAL REVENUES $ 4,511 $ 5,729 $10,701 $ 11,248 $ 11,660
======= ======= ======== ======== ========
(LOSS) INCOME BEFORE
EXTRAORDINARY ITEM (4) 732 (4,938) (3,875) (4,917)
EXTRAORDINARY ITEMS - - 6,501 - 4,324
------- ------- ------- ------- --------
NET INCOME (LOSS) $ (4) $ 732 $ 1,563 $ (3,875) $ (593)
======= ======= ======= ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT(1):
(Loss) income before
extraordinary item $ (.05) $ 8.77 $(59.63) $ (46.55) $ (59.05)
Extraordinary item - - 78.09 - 51.89
------- ------- ------- -------- -------
NET INCOME (LOSS) $ (.05) $ 8.77 $ 18.46 $ (46.55) $ (7.16)
======== ======= ======= ======== =========
TOTAL ASSETS $19,840 $20,053 $34,296 $ 61,081 $ 63,315
======= ======= ======= ======== ========
LONG-TERM OBLIGATIONS:
Notes Payable $19,127 $19,303 $32,126 $ 55,321 $ 55,627
======= ======= ======= ======== ========
- --------------
(1) $1,000 original contribution per unit after giving effect to the
allocation of net income (loss) to the general partner.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Liquidity and Capital Resources
The Registrant's remaining real estate properties consist of two
residential apartment complexes located in Utah and Texas, which are currently
leased to tenants subject to leases of up to one year. The Registrant receives
rental income from its properties and is responsible for operating expenses,
administrative expenses, capital improvements and debt service payments. Both of
the Registrant's remaining properties generated positive cash flow for the year
ended December 31, 1995. As of March 1, 1996, ten of the twelve properties
originally purchased by the Registrant were sold or otherwise disposed.
The Registrant uses working capital reserves provided from any
undistributed cash flow from operations, refinancing proceeds and sales proceeds
as its primary source of liquidity. For the long term, it is anticipated that
cash from operations will remain the Registrant's primary source of liquidity.
Cash distributions from operations remained suspended during 1995. In order to
preserve working capital reserves required for future capital improvements to
properties and potential debt modifications, it is not currently anticipated
that the Registrant will make any distributions from operations in the
foreseeable future.
The level of liquidity based upon cash and cash equivalents experienced a
$34,000 decrease at December 31, 1995, as compared to December 31, 1994. The
Registrant's $541,000 of cash provided by operating activities was offset by
$318,000 of improvements to real estate (investing activities) and $257,000 of
mortgage principal payments (financing activities). Additions to real estate
consisted of exterior renovations at the Registrant's Oak Run Apartments
property and parking lot improvements at the Registrant's Overlook Point
Apartments property. The Managing General Partner is currently evaluating the
capital improvement requirements of the Registrant's properties. All other
increases (decreases) in certain assets and liabilities are the result of the
timing of receipt and payment of various operating activities.
Working capital reserves are invested in a money market account or
repurchase agreements secured by United States Treasury obligations. The
Managing General Partner believes that, if market conditions remain relatively
stable, cash flow from operations, when combined with working capital reserves,
will be sufficient to fund required capital improvements and regular debt
service payments in 1996 and the foreseeable future. The Registrant has
substantial balloon payments due in 1999 and 2000 of approximately $7,869,000
and $6,745,000, respectively. Although the Managing General Partner anticipates
that these mortgages can be replaced, if the mortgages are not extended or
refinanced, or the properties are not sold, the properties could be lost through
foreclosure.
As required by the terms of the settlement of the actions brought against,
among others, DeForest Ventures I L.P. ("DeForest I") relating to the tender
offer made by DeForest I in October 1994, (the "First Tender Offer") for units
of limited partnership interest in the Registrant and certain affiliated
partnerships, DeForest I commenced a second tender offer (the "Second Tender
Offer") on June 2, 1995, for units of limited partnership interest in the
Registrant. Pursuant to the Second Tender Offer, DeForest I acquired an
additional 3,667 units of the Registrant which, when added to the units acquired
during the First Tender Offer, represented approximately 29% of the total number
of outstanding units of the Registrant.
Also in connection with the settlement, an affiliate of the Managing
General Partner has made available to the Registrant a credit line of up to
$150,000 per property owned by the Registrant. At the present time, the
Registrant 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
Registrant's only unused source of liquidity.
On January 19, 1996, the stockholders of NPI, the sole shareholder of NPI
Equity II, sold to IFGP Corporation all of the issued and outstanding stock of
NPI. In addition, an affiliate of Insignia purchased the limited partnership
units held by DeForest I and certain of its affiliates. IFGP Corporation caused
new officers and directors of NPI Equity II and the Managing General Partner.
The Managing General Partner does not believe these transactions will have a
significant effect on the Registrant's liquidity or results of operations. See
"Item 1 Business-Change in Control".
At this time, it appears that the investment objective of capital growth
will not be attained and that investors will not receive a return of all of
their invested capital. The extent to which invested capital is returned to
investors is dependent upon the performance of the Registrant's properties and
the markets in which such properties are located and on the sales price of the
remaining properties. In this regard, the remaining properties have been held
longer than originally expected. The ability to hold and operate these
properties is dependent on the Registrant's ability to obtain refinancing or
debt modification as required.
Real Estate Market
The business in which the Registrant is engaged is highly competitive, and
the Registrant is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Registrant competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
Results of Operations
1995 Compared to 1994
Operating results declined by $736,000 for the year ended December 31,
1995, as compared to 1994. The decline in operating results is due to the
$1,246,000 gain on the disposition of Plantation Ridge Apartments recognized in
1994.
Revenues declined by $1,218,000 for the year ended December 31, 1995, as
compared to 1994, due to the previously mentioned property disposition. With
respect to the remaining properties, rental revenue increased by $366,000 due to
an increase in rental rates, coupled with a slight increase in occupancy at both
of the Registrant's remaining properties. In addition, interest income increased
by $8,000 due to an increase in average working capital reserves available for
investment and the effect of higher interest rates.
Expenses decreased by $482,000 for the year ended December 31, 1995, as
compared to 1994, due to the disposition of Plantation Ridge Apartments in
February 1994. With respect to the remaining properties, expenses increased by
$12,000, due to an increase in interest expenses of $62,000 and depreciation
expense of $6,000, which was partially offset by a decrease in operating
expenses of $56,000. Operating expenses decreased primarily due to a decrease in
repairs at the Registrant's Oak Run Apartments property which was partially
offset by exterior painting at the Registrant's Overlook Point Apartments
property. Interest expense increased due to higher interest rates on the
variable rate mortgage encumbering the Registrant's Oak Run Apartments property,
which was partially offset by the modification of the Registrant's Overlook
Apartments at a lower interest rate in February 1994. In addition, general and
administrative expenses declined by $45,000 due to a reduction in asset
management costs effective July 1, 1994.
1994 Compared to 1993
Operating results, before the $6,501,000 extraordinary gain on
extinguishment of debt, improved by $5,670,000 for the year ended December 31,
1994, as compared to 1993. The improvement in operating results is primarily due
to the disposition of the following properties with negative operating results:
Dover Village Apartments in March 1993, Reflections Apartments in May 1993 and
Northgreen Apartments in August 1993. The $1,246,000 gain on disposition of
Plantation Ridge Apartments in February 1994 and the net loss on sale of
properties during 1993, substantially contributed to the improvement in
operations.
Revenues declined by $4,972,000 for the year ended December 31, 1994, as
compared to 1993, due to the previously mentioned property dispositions. With
respect to the remaining properties, revenues increased by $317,000 due to an
increase in rental income. Rental revenue increased due to increases in rental
rates at Overlook Point and Oak Run Apartments, coupled with an increase in
occupancy at Oak Run Apartments. Interest and other income remained constant.
Expenses decreased by $10,642,000 for the year ended December 31, 1994, as
compared to 1993, due to the disposition of the previously mentioned properties.
With respect to the remaining properties, expenses declined by $2,239,000 as the
decrease in interest expense of $2,602,000 and general and administrative
expenses of $74,000 were only partially offset by increases in operating
expenses of $418,000 and depreciation expense of $19,000.
Interest expense declined primarily due to accrued contingent interest
expense of $1,213,000 on the Registrant's Overlook Point Apartments and $688,000
of discount amortization written off on the Registrant's Oak Run Apartments as a
result of modifications of the note payable in the prior comparative period.
This was compounded by a reduced principal balance at the Registrant's
refinanced Oak Run Apartments, the modification of the Overlook Point Apartments
at a lower interest rate and the satisfaction of the note payable to an
affiliate of the general partner. The decrease in general and administrative
expenses is primarily attributable to a reduction in asset management fees
effective July 1994, which was only partially offset by costs associated with
the management transition. The increase in operating expenses for the remaining
properties is primarily due to increased spending on deferred maintenance at
both of the Registrant's remaining properties. Depreciation expense increased
due to the effect of fixed asset additions, primarily at the Registrant's Oak
Run Apartment complex.
Item 8. Financial Statements and Supplementary Data.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Reports............................................................................................F - 2
Financial Statements:
Balance Sheets at December 31, 1995 and 1994........................................................................F - 4
Statements of Operations for the Years Ended December 31, 1995, 1994 and 1993.......................................F - 5
Statements of Partners' Equity (Deficit) for the Years Ended
December 31, 1995, 1994 and 1993.................................................................................F - 6
Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993.......................................F - 7
Notes to Financial Statements.......................................................................................F - 8
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995........................................F - 16
Financial statement schedules not included have been omitted because of the
absence of conditions under which they are required or because the information
is included elsewhere in the financial statements.
</TABLE>
To the Partners
Century Properties Fund XVIII
Atlanta, Georgia
Independent Auditors' Report
We have audited the accompanying balance sheets of Century Properties Fund XVIII
(a limited partnership) (the "Partnership") as of December 31, 1995 and 1994,
and the related statements of operations, partners' equity and cash flows for
the years then ended. Our audits also included the additional information
supplied pursuant to Item 14(a)(2). These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these 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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Century Properties Fund XVIII
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
January 22, 1996
INDEPENDENT AUDITORS' REPORT
Century Properties Fund XVIII:
We have audited the accompanying consolidated statements of operations,
partners' equity and cash flows of Century Properties Fund XVIII (a limited
partnership) (the "Partnership") and its wholly-owned subsidiaries for the year
ended December 31, 1993. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of the Partnership
and its wholly-owned subsidiaries for the year ended December 31, 1993 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
San Francisco, California
March 18, 1994
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
1995 1994
------------------- ---------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 938,000 $ 972,000
Other assets 627,000 415,000
Real Estate:
Real estate 26,477,000 26,159,000
Accumulated depreciation (8,412,000) (7,760,000)
------------------- ---------------------
Real Estate, net 18,065,000 18,399,000
Deferred financing costs, net 210,000 267,000
------------------- ---------------------
Total assets $ 19,840,000 $ 20,053,000
------------------- ---------------------
------------------- ---------------------
LIABILITIES AND PARTNERS' EQUITY
Notes payable $ 19,127,000 $ 19,303,000
Accrued expenses and other liabilities 420,000 453,000
------------------- ---------------------
Total liabilities 19,547,000 19,756,000
------------------- ---------------------
Partners' Equity (Deficit):
General partner (6,425,000) (6,425,000)
Limited partners (75,000 units outstanding at
December 31, 1995 and 1994) 6,718,000 6,722,000
------------------- ---------------------
Total partners' equity 293,000 297,000
------------------- ---------------------
Total liabilities and partners' equity $ 19,840,000 $ 20,053,000
------------------- ---------------------
------------------- ---------------------
</TABLE>
See notes to financial statements.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------
1995 1994 1993
------------- ------------------ ---------------------
<S> <C> <C> <C>
Revenues:
Rental $ 4,457,000 $ 4,437,000 $ 8,877,000
Interest and other income 54,000 46,000 46,000
Gain on property disposition - 1,246,000 1,778,000
------------- ------------------ ---------------------
Total revenues 4,511,000 5,729,000 10,701,000
------------- ------------------ ---------------------
Expenses (including $481,000, $364,000 and
$109,000 paid to the general partner
and affiliates in 1995, 1994 and 1993):
Operating 2,133,000 2,457,000 4,367,000
Interest 1,469,000 1,588,000 6,632,000
Depreciation 652,000 646,000 1,611,000
General and administrative 261,000 306,000 380,000
Loss on disposition of properties - - 2,649,000
------------- ------------------ ---------------------
Total expenses 4,515,000 4,997,000 15,639,000
------------- ------------------ ---------------------
(Loss) income before extraordinary item (4,000) 732,000 (4,938,000)
Extraordinary item:
Gain on debt forgiveness - - 6,501,000
------------- ------------------ ---------------------
Net (loss) income $ (4,000) $ 732,000 $ 1,563,000
------------- ------------------ ---------------------
------------- ------------------ ---------------------
Net (loss) income per limited partnership unit:
(Loss) income before extraordinary item $ (0.05) $ 8.77 $ (59.63)
Extraordinary item - Gain on debt forgiveness - - 78.09
------------- ------------------ ---------------------
Net (loss) income $ (0.05) $ 8.77 $ 18.46
------------- ------------------ ---------------------
------------- ------------------ ---------------------
</TABLE>
See notes to financial statements.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
General Limited Total
partner partners' partners'
(deficit) equity equity
------------- ----------------- ---------------------
<S> <C> <C> <C>
Balance - January 1, 1993 $ (6,677,000 $ 4,679,000 $ (1,998,000)
Loss before extraordinary item (466,000) (4,472,000) (4,938,000)
Extraordinary item 644,000 5,857,000 6,501,000
------------- ----------------- ---------------------
Balance - December 31, 1993 (6,499,000) 6,064,000 (435,000)
Net income 74,000 658,000 732,000
------------- ----------------- ---------------------
Balance - December 31, 1994 (6,425,000) 6,722,000 297,000
Net loss - (4,000) (4,000)
------------- ----------------- ---------------------
Balance, December 31, 1995 $ (6,425,000) $ 6,718,000 $ 293,000
------------- ----------------- ---------------------
------------- ----------------- ---------------------
</TABLE>
See notes to financial statements.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------
1995 1994 1993
------------ ----------------- -------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (4,000) $ 732,000 $ 1,563,000
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 709,000 724,000 2,420,000
Gain on property disposition - (1,246,000) (1,778,000)
Loss on disposition of properties - - 2,649,000
Extraordinary item - gain on debt forgiveness - - (6,501,000)
Deferred financing costs paid - - (510,000)
Deferred financing cost refunded - - 85,000
Costs expensed on attempted property refinancing - - 22,000
Deferred interest added to note principal 81,000 - -
Changes in operating assets and liabilities:
Other assets (212,000) 220,000 (137,000)
Accrued expenses and other liabilities (33,000) (460,000) 146,000
------------ ----------------- -------------------
Net cash provided by (used in) operating activities 541,000 (30,000) (2,041,000)
------------ ----------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to real estate (318,000) (262,000) (643,000)
Net proceeds from sales of rental properties - 1,700,000 26,124,000
Property sales expenses - (210,000) (687,000)
Restricted cash decrease (increase) - 273,000 (103,000)
------------ ----------------- -------------------
Net cash (used in) provided by investing activities (318,000) 1,501,000 24,691,000
------------ ----------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable to an affiliate of
the general partner (608,000) (2,148,000)
Notes payable principal payments (257,000) (254,000) (27,733,000)
Notes payable proceeds - - 7,200,000
------------ ----------------- -------------------
Net cash used in financing activities (257,000) (862,000) (22,681,000)
------------ ----------------- -------------------
(Decrease) Increase in Cash and Cash Equivalents (34,000) 609,000 (31,000)
Cash and Cash Equivalents at Beginning of Year 972,000 363,000 394,000
------------ ----------------- -------------------
Cash and Cash Equivalents at End of Year $ 938,000 $ 972,000 $ 363,000
------------ ----------------- -------------------
------------ ----------------- -------------------
Supplemental Disclosure of Cash Flow Information:
Interest paid in cash during the year $1,331,000 $ 1,877,000 $ 5,572,000
------------ ----------------- -------------------
------------ ----------------- -------------------
Supplemental Disclosure of Non-cash Investing and
Financing Activities:
Mortgage assumed on property sale and disposition of rental properties in 1994. See note 6.
Accrued interest added to note payable balance in 1994. See note 4.
</TABLE>
See notes to financial statements.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Century Properties Fund XVIII (the "Partnership") is a limited
partnership organized under the laws of the State of California to
acquire, hold for investment, and ultimately sell income-producing real
property. The Partnership currently owns two residential complexes
located in Utah and Texas. The general partner of the Partnership is Fox
Partners, a California general partnership, whose general partners are
Fox Capital Management Corporation ("FCMC"), a California corporation,
Fox Realty Investors ("FRI"), a California general partnership and Fox
Partners 82, a California general partnership. The original capital
contributions of $75,000,000 ($1,000 per unit) were made by the limited
partners, including 100 limited partnership units purchased by FCMC.
On December 6, 1993, the shareholders of FCMC entered into a Voting Trust
Agreement with NPI Equity Investments II, Inc. ("NPI Equity" or the
"Managing General Partner") pursuant to which NPI Equity was granted the
right to vote 100 percent of the outstanding stock of FCMC and NPI Equity
became the managing general partner of FRI. As a result, NPI Equity
became responsible for the operation and management of the business and
affairs of the Partnership and the other investment partnerships
originally sponsored by FCMC and/or FRI. NPI Equity is a wholly-owned
subsidiary of National Property Investors, Inc. ("NPI, Inc."). The
shareholders of FCMC and the partners in FRI retain indirect economic
interests in the Partnership and such other investment limited
partnerships, but have ceased to be responsible for the operation and
management of the Partnership and such other partnerships.
In October 1994 DeForest Ventures I L.P. ("DeForest I") made a tender
offer for limited partnership interests in the partnership, as well as
eleven affiliated limited partnerships. DeForest Ventures II, L.P.
("DeForest II") made tender offers for limited partnership interests in
seven affiliated limited partnerships. Shareholders who controlled
DeForest Capital I Corporation, the sole general partner of DeForest I,
also controlled NPI, Inc. As of December 31, 1995, DeForest I had
acquired approximately 29% of total limited partnership units of the
Partnership (see Note 8).
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia
Financial Group, Inc. ("Insignia"). In addition, an affiliate of
Insignia acquired the limited partnership interests of the Partnership
held by DeForest I and certain of its affiliates (see Note 8).
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Fair Value of Financial Instruments
In 1995, the Partnership implemented Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments," which
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 instrument 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 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 balance.
Real Estate
Real estate is stated at cost. Acquisition fees are capitalized as a cost
of real estate. In 1995, the Partnership adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of ", which requires impairment losses to be
recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient
to recover the asset's carrying amount. The impairment loss is measured
by comparing the fair value of the asset to its carrying amount. The
adoption of the SFAS had no effect on the Partnership's financial
statements.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with an original
maturity of three months or less at the time of purchase to be cash
equivalents.
Concentration of Credit Risk
The Partnership maintains cash balances at institutions insured up to
$100,000 by the Federal Deposit Insurance Corporation. Balances in excess
of $100,000 are usually invested in United States Treasury repurchase
agreements, which are collateralized by United States Treasury
obligations. Cash balances exceeded these insured levels during the year.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Depreciation
Depreciation is computed by the straight-line method over estimated
useful lives currently ranging from 27.5 to 30 years for buildings and
improvements and six to seven years for furnishings.
Deferred Financing Costs
Deferred financing costs are amortized over the lives of the related
loans, or expensed, if financing is not obtained. At December 31, 1995
and 1994, accumulated amortization of deferred financing costs totaled
$262,000 and $205,000, respectively.
Net Income (Loss) Per Limited Partnership Unit
The net income (loss) per limited partnership unit is computed by
dividing net income (loss) allocated to the limited partners by 75,000
units outstanding.
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.
Reclassification
Certain amounts from 1994 and 1993 have been reclassified to conform to
the 1995 presentation.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
In accordance with the Partnership Agreement, the Partnership may be
charged by the general partner and affiliates for services provided to
the Partnership. From March 1988 to December 1992 such amounts were
assigned pursuant to a services agreement by the general partner and
affiliates to Metric Realty Services, L.P. ("MRS"), which performed
partnership management and other services for the Partnership.
On January 1, 1993, Metric Management, Inc., ("MMI"), successor to
MRS, a company which is not affiliated with the general partners,
commenced providing certain property and portfolio management
services to the Partnership under a new services agreement. As
provided in the new services agreement, effective January 1,
1993, no reimbursements were made to the general partners
and affiliates after December 31, 1992. Subsequent to
December 31, 1992, reimbursements were made to MMI.
On December 16, 1993, the services agreement with MMI was modified
and, as a result thereof, NPI Equity began directly providing cash
management and other Partnership services on various dates
commencing December 23, 1993. On March 1, 1994, an affiliate of
NPI Equity commenced providing certain property management services.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)
Related party expenses for the years ended December 31, 1995, 1994 and 1993
were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- -------
<S> <C> <C> <C>
Property management fees $ 212,000 $ 177,000 $ -
Reimbursement of operational expenses:
Partnership accounting and investor services 162,000 173,000 -
Professional services - 9,000 -
-------------- ---------- ------------
Total $ 374,000 $ 359,000 $ -
========= ========= ============
Interest expense $ - $ 5,000 $109,000
============= ========== ========
</TABLE>
Property management fees are included in operating expenses. Reimbursed
expenses are primarily included in general and administrative expenses.
In addition, approximately $107,000 of insurance premiums which were paid
to an affiliate of NPI Inc. under a master insurance policy arranged by
such affiliate are included in operating expenses for the year ended
December 31, 1995.
In accordance with the partnership agreement, the general partners
received (1) a partnership management incentive equal to an allocation of
nine percent of net and taxable income (loss) before gain on property
dispositions and (2) a one percent continuing interest of net and taxable
income (loss) before gain on property dispositions after the above
allocation of the partnership management incentive. The general partners
were also allocated ten percent of gain on property dispositions to the
extent of its deficit capital account and cash available for
distribution. 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.
3. REAL ESTATE
Real estate, at December 31, 1995 and 1994, is summarized as follows:
<TABLE>
<CAPTION>
1995 1994
----------------- ----------------
<S> <C> <C>
Land $ 7,296,000 $ 7,296,000
Buildings and improvements 16,836,000 16,570,000
Furnishings 2,345,000 2,293,000
------------- --------------
Total 26,477,000 26,159,000
Accumulated depreciation (8,412,000) (7,760,000)
------------- -------------
Real estate, net $ 18,065,000 $ 18,399,000
============ ==============
</TABLE>
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
4. NOTES PAYABLE
Individual rental properties are pledged as collateral for the related
notes payable. Interest rates on the notes payable ranged from 8.25 to
9.00 percent during the year ended December 31, 1995. Principal payments
at December 31, 1995 are required as follows:
1996 $ 264,000
1997 271,000
1998 278,000
1999 8,064,000
2000 6,909,000
Thereafter 3,341,000
------------
Total $ 19,127,000
============
The Partnership modified its note payable on Overlook Point Apartments in
February 1994. Principal of $7,166,000 plus contingent interest of
$1,213,000 was outstanding on the original loan which was due August
1995. The Partnership paid down $129,000 of the accrued interest from its
escrow accounts with the lender and secured a new loan for the balance of
$8,250,000. The new loan requires monthly payments of $62,000 at 8.25%
interest and is being amortized over 30 years. The loan matures in 1999
with a balloon payment of approximately $7,869,000.
In October 1993, the Partnership obtained replacement financing on the
Oak Run Apartments' $4,358,000 wrap note equity portion which was due in
October 1993, as well as on the two underlying first loans in the amount
of $2,147,000 and $2,950,000 which were scheduled to mature in October
2009 and September 1994, respectively. The new loan, in the amount of
$7,200,000 was used to pay off the two first loans, including prepayment
premiums of $51,000 and refinancing costs of $333,000 (including a
$70,000 interest rate cap cost). The new loan has a variable interest
rate of 4.25 percent over 30-day LIBOR not to exceed 11 percent for the
first four years of the new loan and is scheduled to mature in September
2000. The pay rate is nine percent for the first two years, 9.5 percent
for years three through five and ten percent for years six and seven. Any
difference between the contract interest rate and the pay rate will be
applied to the outstanding principal balance. The remaining proceeds of
approximately $1,719,000 were used to pay down a portion of the wrap note
equity portion. The remaining balance of the wrap note equity portion of
$4,127,000 will only be paid to the lender as a participation in future
cash flow and sales proceeds from the property. The Partnership paid the
participant approximately $116,000 and $75,000 during 1995 and 1994,
respectively, which was treated as a reduction in principal.
Amortization of deferred financing costs totaled $57,000, $78,000 and
$121,000 for 1995, 1994 and 1993, respectively.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
5. NOTE PAYABLE TO AFFILIATES OF THE GENERAL PARTNER
In February 1994, the Partnership paid $608,000 of principal and $230,000
of accrued interest to an affiliate of the general partner. Interest
charged on the note was $5,000 and $109,000 for the years ended December
31, 1994 and 1993, respectively.
6. DISPOSITION OF RENTAL PROPERTIES
In February 1994, the Partnership sold Plantation Ridge Apartments,
located in Marietta, Georgia for $15,353,000. The existing loans of
$13,653,000 were assumed by the buyer at the time of sale. After
assumption of the existing loans and costs of the sale of $210,000,
proceeds to the Partnership were $1,490,000. At the date of sale, the
carrying amount of real estate was $13,897,000. For financial statement
purposes, the Partnership recorded a $1,246,000 gain on sale of property
for the year ended December 31, 1994.
In March 1993, the Partnership sold Dover Village Apartments, located in
Orlando, Florida for $9,300,000. After payment of the first and second
loan balances of $5,674,000 and $2,490,000, respectively, and costs of
sale of $358,000 (including $186,000 real estate commissions paid to an
outside broker), the net proceeds to the Partnership were $778,000. In
addition, accrued but unpaid interest of $707,000 on the second loan was
forgiven by the lender and was recognized in 1993 as an extraordinary
item-gain on debt forgiveness. At the date of sale, the carrying amount
of land and improvements, net of the $961,000 provision for impairment of
value recognized in 1992, was $9,302,000. The loss on sale of $360,000
was recognized at the time of sale.
In May 1993, the Partnership sold Reflections Apartments, located in
Aurora, Colorado, for $7,924,000. After payment of the existing loan
balance of $5,111,000 and costs of sale of $285,000 (including $238,000
of real estate commissions paid to outside brokers), net proceeds to the
Partnership were $2,528,000. At the date of sale, the carrying amount of
land and improvements, net of the $551,000 provision for impairment of
value recognized in 1991, was $5,861,000. The gain on sale of $1,778,000
was recognized at the time of sale.
In August 1993, the Partnership sold Northgreen Apartments, located in
Oklahoma City, Oklahoma, for $8,763,000. In addition, the Partnership
received a $137,000 property tax reimbursement from the buyer. After
payment of a portion of the existing loan of $8,750,000 and costs of sale
of $51,000, the net proceeds to the Partnership were $99,000. Principal
and accrued interest outstanding on the existing loan at the time of sale
was $14,545,000, of which $5,794,000 was forgiven by the lender at the
time of sale. At the date of sale, the carrying amount of land and
improvements was $11,138,000. The loss on sale was $2,289,000 and
$5,794,000 (consisting of $3,350,000 in principal and $2,444,000 in
accrued interest) was recognized as an extraordinary item-gain on debt
forgiveness in 1993.
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
7. RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING
The differences between the accrual method of accounting for income tax
reporting and the accrual method of accounting used in the financial
statements are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ --------------
<S> <C> <C> <C>
Net income (loss) - financial statements $ (4,000) $ 732,000 $ 1,563,000
Differences resulted from:
Depreciation 142,000 2,000 (933,000)
Loss on disposition of properties - - 871,000
Gain on property dispositions - net - 5,178,000 11,558,000
Amortization of notes payable discount - - 688,000
Amortization of construction period interest - - (107,000)
Amortization of deferred loan fees - (65,000) 13,000
Amortization of original issue discount (81,000) (128,000) (3,000)
Interest expense 9,000 (1,209,000) 1,178,000
Interest expense - short term borrowings - (224,000) (395,000)
Other - - (13,000)
-------------- --------------- ------------
Net income - income tax method $ 66,000 $ 4,286,000 $14,420,000
=========== =========== ===========
Taxable income per limited partnership unit after
giving effect to the allocation to the general
partner $ 1 $ 51 $ 173
============= ============= ==============
Partners' equity (deficit) - financial statements $ 293,000 $ 297,000 $ (435,000)
Differences resulted from:
Depreciation (9,932,000) (10,074,000) (15,177,000)
Deferred sales commissions and organization
expenses 9,592,000 9,592,000 9,592,000
Amortization of notes payable discount 2,755,000 2,755,000 2,755,000
Construction period interest - - (318,000)
Payments credited to rental properties 302,000 302,000 302,000
Amortization of deferred loan fees (3,000) (3,000) 339,000
Accumulated amortization of original issue discount (757,000) (676,000) (548,000)
Interest expense - short term borrowings - - 224,000
Interest expense 6,000 (3,000) 1,213,000
Other (168,000) (168,000) (210,000)
------------ ------------- -------------
Partners' equity (deficit) - income tax method $ 2,088,000 $ 2,022,000 $ (2,263,000)
=========== =========== ============
</TABLE>
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8. SUBSEQUENT EVENT
On January 19, 1996, the stockholders of NPI, Inc. sold all of the issued
and outstanding stock of NPI, Inc. to an affiliate of Insignia. In
addition, an affiliate of Insignia acquired the limited partnership
interests of the Partnership held by DeForest I and certain of its
affiliates (see Note 1). As a result of the transaction, the Managing
General Partner of the Partnership is controlled by Insignia. Insignia
affiliates now provide property and asset management services to the
Partnership, maintain its books and records and oversee its operations.
SCHEDULE III
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN COLUMN
A B C D E F G H I
Cost Capitalized
Initial Cost Subsequent Gross Amount at Which
to Partnership to Acquisition Carried at Close of Period(1)
-------------- -------------- ------------------------------
Life
on which
Deprecia-
Accumu- Year tion is
Buildings Buildings lated of Date computed
and and Deprecia- Con- of in latest
Encum- Improve- Improve- Carrying Improve- Total tion struc- Acqui- statement of
Description brances Land ments ments Costs Land ments (2) (3) tion sition operations
- ----------- ------- ---- ----- ----- ----- ---- ------ ---- ----- ----- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(Amounts in thousands)
PARTNERSHIP:
Overlook Point
Apartments
Salt Lake
City, Utah $ 8,125 $1,082 $ 8,225 $ 886 $(291) $1,078 $ 8,824 $ 9,902 $3,754 1984 7/83 6 - 30 Yrs.
Oak Run
Apartments
Dallas,
Texas 11,002 6,218 8,713 1,644 - 6,218 10,357 16,575 4,658 1979 11/83 6 - 30 Yrs.
------- ------ ------- ------ ----- ------ ------- ------- ------
TOTAL $19,127 $7,300 $16,938 $2,530 $(291) $7,296 $19,181 $26,477 $8,412
======= ====== ======= ====== ===== ====== ======= ======= ======
</TABLE>
See accompanying notes.
SCHEDULE III
CENTURY PROPERTIES FUND XVIII
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
NOTES:
<S> <C> <C>
(1) The aggregate cost for Federal income tax purposes is $24,666,000.
(2) Balance, January 1, 1993 $ 85,929,000
Improvements capitalized subsequent to acquisition 643,000
Cost of rental properties disposed of (40,387,000)
------------------
Balance, December 31, 1993 46,185,000
Improvements capitalized subsequent to acquisition 262,000
Cost of rental property disposed of (20,288,000)
------------------
Balance, December 31, 1994 26,159,000
Improvements capitalized subsequent to acquisition 318,000
------------------
Balance, December 31, 1995 $ 26,477,000
------------------
------------------
(3) Balance, January 1, 1993 $ 26,044,000
Additions charged to expense 1,611,000
Accumulated depreciation of rental properties disposed of (12,574,000)
Allowance for impairment of value of rental properties disposed of (1,512,000)
------------------
Balance, December 31, 1993 13,569,000
Additions charged to expense 646,000
Accumulated depreciation of rental property disposed of (6,455,000)
------------------
Balance, December 31, 1994 7,760,000
Additions charged to expense 652,000
------------------
Balance, December 31, 1995 $ 8,412,000
------------------
------------------
</TABLE>
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures.
Effective April 22, 1994, the Registrant dismissed its prior Independent
Auditors, Deloitte & Touche, LLP ("Deloitte") and retained as its new
Independent Auditors, Imowitz Koenig & Company, LLP. Deloitte's Independent
Auditors' Report on the Registrant's financial statements for the calendar year
ended December 31 1993 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to audit scope or accounting
principles. The decision to change Independent Auditors was approved by the
Managing General Partner's Directors. During calendar year ended 1993 and
through April 22, 1994 there were no disagreements between the Registrant and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of Deloitte, would have caused it to make reference
to the subject matter of the disagreements in connection with its reports.
Effective April 22, 1994, the Registrant engaged Imowitz Koenig & Company,
LLP as its Independent Auditors. The Registrant did not consult Imowitz Koenig &
Company, LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K prior to April 22, 1994.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Neither the Registrant, nor Fox Partners ("Fox"), the general partner of
the Registrant, has any officers or directors. Fox Capital Management
Corporation (the "Managing General Partner"), the managing general partner of
Fox, manages and controls substantially all of the Registrant's affairs and has
general responsibility and ultimate authority in all matters affecting its
business. NPI Equity Investments II, Inc., which controls the Managing General
Partner, is a wholly-owned affiliate of National Property Investors, Inc., which
in turn is owned by an affiliate of by Insignia (See "Item 1, Business - Change
in Control"). Insignia is a full service real estate service organization
performing property management, commercial and retail leasing, investor
services, partnership administration, mortgage banking, and real estate
investment banking services for various entities. Insignia commenced operations
in December 1990 and is the largest manager of multifamily residential
properties in the United States and is a significant manager of commercial
property. It currently provides property and/or asset management services for
over 2,000 properties. Insignia's properties consist of approximately 300,000
units of multifamily residential housing and approximately 64 million square
feet of commercial space.
As of March 1, 1996, the names and positions held by the officers and
directors of the Managing General Partner are as follows:
Has served as a
Director and/or
Officer of the Managing
Name Positions Held General Partner since
- ---- -------------- -----------------------
William H. Jarrard, Jr. President and Director January 1996
Ronald Uretta Vice President and January 1996
Treasurer
John K. Lines, Esquire Vice President, January 1996
Secretary and Director
Thomas R. Shuler Director January 1996
Kelley M. Buechler Assistant Secretary January 1996
William H. Jarrard, Jr. age 49, has been President and a Director of the
Managing General Partner since January 1996. Mr. Jarrard has been a Managing
Director - Partnership Administration of Insignia since January 1991.
Ronald Uretta, age 40, has been Insignia's Chief Financial Officer and
Treasurer since January 1992. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of Metropolitan Asset Group.
John K. Lines, Esquire, age 36, has been a Director and Vice President and
Secretary of the Managing General Partner since January 1996, Insignia's General
Counsel since June 1994, and General Counsel and Secretary since July 1994. From
May 1993 until June 1994, Mr. Lines was the Assistant General Counsel and Vice
President of Ocwen Financial Corporation, West Palm Beach, Florida. From October
1991 until May 1993, Mr. Lines was a Senior Attorney with Banc One Corporation,
Columbus, Ohio. From May 1984 until October 1991, Mr. Lines was an attorney with
Squire Sanders & Dempsey, Columbus, Ohio.
Thomas R. Shuler, age 50, has been Managing Director - Residential Property
Management of Insignia since March 1991 and Executive Managing Director of
Insignia and President of Insignia Management Services since July 1994.
Kelley M. Buechler, age 38, has been Assistant Secretary of the Managing
General Partner since January 1996 and Assistant Secretary of Insignia since
1991.
No family relationships exist among any of the officers or directors of the
Managing General Partner.
Each director and officer of the Managing General Partner will hold office
until the next annual meeting of stockholders of the Managing General Partner
and until his successor is elected and qualified.
Item 11. Executive Compensation
The Registrant is not required to and did not pay any compensation to
the officers or directors of the Managing General Partner. The Managing
General Partner does not presently pay any compensation to any of its
officers or directors. (See "Item 13, Certain Relationships and Related
Transactions.")
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The Registrant is a limited partnership and has no officers or directors.
The Managing General Partner has discretionary control over most of the
decisions made by or for the Registrant in accordance with the terms of the
Partnership Agreement. The Managing General Partner directly owns 100 limited
partnership units in the Registrant.
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
Managing General Partner's directors and by all directors and executive officers
of the Managing General Partner as a group as of March 1, 1996.
Name and address of Amount and nature of
Beneficial Owner Beneficial Ownership % of Class
- ------------------- -------------------- ----------
Insignia NPI, L.L.C. (1) 21,513 29
All directors and executive
officers as a group
(5 persons) - -
- ------------------
(1) The business address for Insignia NPI, L.L.C. is One Insignia Financial
Plaza, Greenville, South Carolina 29602.
There are no arrangements known to the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the Registrant.
Item 13. Certain Relationships and Related Transactions.
In accordance with the Partnership Agreement, the Registrant may be charged
by the general partner and affiliates for services provided to the Registrant.
From March 1988 to December 1992 such amounts were assigned pursuant to a
services agreement by the general partner and affiliates to Metric Realty
Services, L.P. ("MRS"), which performed partnership management and other
services for the Registrant.
On January 1, 1993, Metric Management, Inc., ("MMI"), successor to MRS, a
company which is not affiliated with the general partners, commenced providing
certain property and portfolio management services to the Registrant under a new
services agreement. As provided in the new services agreement, effective January
1, 1993, no reimbursements were made to the general partners and affiliates
after December 31, 1992. Subsequent to December 31, 1992, reimbursements were
made to MMI. On December 16, 1993, the services agreement with MMI was modified
and, as a result thereof, NPI Equity II began directly providing cash management
and other the Registrant services on various dates commencing December 23, 1993.
On March 1, 1994, an affiliate of NPI Equity II commenced providing certain
property management services. Related party expenses for the years ended
December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
--------- --------- ---------
Property management fees $ 212,000 $ 177,000 $ -
Reimbursement of operational expenses:
Partnership accounting
and investor services 162,000 173,000 -
Professional services - 9,000 -
--------- --------- ---------
Total $ 374,000 $ 364,000 $ -
========= ========= =========
Interest expense $ - $ 5,000 $ 109,000
========= ========= =========
Property management fees are included in operating expenses. Reimbursed
expenses are primarily included in general and administrative expenses. In
addition, approximately $107,000 of insurance premiums which were paid to an
affiliate of NPI Inc. under a master insurance policy arranged by such affiliate
are included in operating expenses for the year ended December 31, 1995.
In accordance with the partnership agreement, the general partners received
(1) a partnership management incentive equal to an allocation of nine percent of
net and taxable income (loss) before gain on property dispositions and (2) a one
percent continuing interest of net and taxable income (loss) before gain on
property dispositions after the above allocation of the Partnership management
incentive. The general partners were also allocated ten percent of gain on
property dispositions to the extent of its deficit capital account and cash
available for distribution. Upon sale of all properties and termination of the
Registrant, the general partners may be required to contribute certain funds to
the Registrant in accordance with the partnership agreement.
As a result of its ownership of 21,513 limited partnership units, Insignia
NPI L.L.C. ("Insignia LLC") 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
LLC 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 LLC has agreed for the benefit of
non-tendering unitholders, that it will vote its Units: (i) against any proposal
to increase the fees and other compensation payable by the Registrant to the
Managing General Partner and any of its affiliates; and (ii) with respect to any
proposal made by the Managing General Partner or any of its affiliates, in
proportion to votes cast by other unitholders. Except for the foregoing, no
other limitations are imposed on Insignia LLC's right to vote each Unit
acquired.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a)(1)(2) Financial Statements and Financial Statement
Schedules:
See "Item 8" of this Form 10-K for Financial
Statements of the Registrant, Notes thereto, and
Financial Statement Schedules. (A Table of Contents
to Financial Statements and Financial Statement
Schedules is included in "Item 8" and incorporated
herein by reference.)
(a)(3) Exhibits
2.1 NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Registrant's Current Report on Form 8-K dated August
17, 1995.
2.2 Partnership Units Purchase Agreement dated as of
August 17, 1995 incorporated by reference to Exhibit
2.1 to Form 8-K filed by Insignia Financial Group,
Inc. ("Insignia) with the Securities and Exchange
Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2.2 to Form
8-K filed by Insignia with the Securities and
Exchange Commission on September 1, 1995.
2.4 Limited Liability Company Agreement of Riverside
Drive L.L.C., dated as of August 17, 1995
incorporated by reference to Exhibit 2.4 to Form 8-K
filed by Insignia with the Securities and Exchange
Commission on September 1, 1995.
2.5 Master Indemnity Agreement dated as of August 17,
1995 incorporated by reference to Exhibit 2.5 to Form
8-K filed by Insignia with the Securities and
Exchange Commission on September 1, 1995.
3.4 Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Registrant dated October 7, 1977 and thereafter
supplemented, included in the Registrant's
Registration Statement on Form S-11 (Reg. No.
No. 2-58978).
16. Letter dated April 27, 1994 from the Registrant's
Former Independent Auditors incorporated by reference
to the Registrant's Current Report on Form 8-K dated
April 22, 1994.
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized this 28 day of March,
1996.
CENTURY PROPERTIES FUND XVIII
By: Fox Partners
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: William H. Jarrard, Jr.
William H. Jarrard, Jr.
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature/Name Title Date
- -------------- ----- ----
/s/ William H. Jarrard, Jr. President and March 28, 1996
- ---------------------------
William H. Jarrard, Jr. Director
/s/ Ronald Uretta Principal Financial March 28, 1996
- -----------------
Ronald Uretta Officer and Principal
Accounting Officer
/s/ John K. Lines Director March 28, 1996
- -----------------
John K. Lines
Exhibit Index
Exhibit Page
- ------- ----
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 (4)
Riverside Drive L.L.C.
2.5 Master Indemnity Agreement (5)
3.4. Agreement of Limited Partnership (2)
16 Letter from the Registrant's former Independent (3)
Auditor dated April 27, 1994
- ---------------
(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 November 5, 1982, as revised December 30, 1982, and thereafter
supplemented contained in the Registrant's Registration Statement on
Form S-11 (Reg. No. 2-78495)
(7) Incorporated by reference to exhibit 10 to the Registrant's Current Report
on Form 8-K dated April 22, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Century
Properties Fund XVIII and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 938,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 26,477,000
<DEPRECIATION> (8,412,000)
<TOTAL-ASSETS> 19,840,000
<CURRENT-LIABILITIES> 0
<BONDS> 19,127,000
<COMMON> 0
0
0
<OTHER-SE> 293,000
<TOTAL-LIABILITY-AND-EQUITY> 19,840,000
<SALES> 0
<TOTAL-REVENUES> 4,457,000
<CGS> 0
<TOTAL-COSTS> 2,785,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,469,000
<INCOME-PRETAX> (4,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
