U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-11934
CENTURY PROPERTIES FUND XVIII
California 94-2834149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.[X]
State issuer's revenues for its most recent fiscal year. $ 4,737,000
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. Market value information
for Registrant's Partnership Interests is not available. Should a trading market
develop for these Interests, it is the Registrant's belief that such trading
would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
SEE EXHIBIT INDEX
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Century Properties Fund XVIII (the "Partnership" or "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 principal business of the Registrant is and has been to acquire, hold for
investment and ultimately sell income-producing multi-family residential
properties.
Beginning in 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 acquire twelve income-producing real properties. The
Registrant's original property portfolio was geographically diversified with
properties acquired 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.
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. 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 Management,
L.P.("NPI-AP"), which was an affiliate of FCMC and was the previous manager of
the Partnership's investment properties.
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 an affiliate of Insignia caused new
officers and directors of each of those entities to be elected (See "Item 9.").
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 eleven
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 11.").
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. The Non-Managing General Partners and
the Limited Partners have no right to participate in the management or conduct
of such business and affairs. Insignia Residential Group, L.P. provides day-to-
day management services to the Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Such competition is
primarily on the basis of location, rents, services, and amenities. In
addition, the Partnership competes with significant numbers of individuals and
organizations (including similar partnerships, real estate investment trusts and
financial institutions) with respect to the sale of improved real properties,
primarily on the basis of the prices and terms of such transactions.
ITEM 2. DESCRIPTION OF PROPERTIES:
The following table sets forth the Partnership's investments in properties:
Date of
Property Purchase Type of Ownership Use
Overlook Apartments 07/83 Fee ownership subject to Residential rental
first mortgage 304 units
Oak Run Apartments 11/83 Fee ownership subject to Residential rental
first mortgage 420 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Overlook Apartments$ 10,008 $ 4,053 5-30 yrs (1) $ 2,456
Oak Run Apartments 16,693 5,037 5-30 yrs (1) 3,774
$ 26,701 $ 9,090 $ 6,230
(1) Straight-line.
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Overlook Apartments $ 8,049 8.25% 30 years 1/1999 $ 7,877
Oak Run Apartments
1st mortgage 6,966 (1) 30 years 9/2000 6,888
Participating note 3,660 (2) N/A N/A 3,660 (3)
$ 18,675 $18,425
(1) Variable rate at 4.25% over 30 day LIBOR.
(2) Payments to former lender as a participation in future cash flow and sales
proceeds from the property.
(3) Represents balance currently due, assuming no further principal
reductions.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1996 1995 1996 1995
Overlook Apartments $ 6,740/unit $ 6,416/unit 96% 96%
Oak Run Apartments 6,150/unit 5,848/unit 96% 98%
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other apartment complexes in the area. The Managing General
Partner believes that all of the properties are adequately insured.
Real estate taxes and rates in 1996 for each property were: (dollar amounts in
thousands)
1996 1996
Billing Rate
Overlook Apartments $ 74 1.36
Oak Run Apartments 290 2.59
ITEM 3. LEGAL PROCEEDINGS
The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Registrant did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Partnership, a publicly-held limited partnership, sold 75,000 Limited
Partnership Units aggregating $75,000,000. The Partnership currently has 75,000
units outstanding and 5,369 Limited Partners of record. There is no intention to
sell additional Limited Partnership Units nor is there an established market for
these units.
The Partnership has discontinued making cash distributions from operations until
and unless the financial condition and other relevant factors warrant resumption
of distributions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The Partnership's net income for the year ended December 31, 1996, was $146,000
versus a net loss for the year ended December 31, 1995 of $4,000. The increase
in net income is primarily attributable to an increase in average rental rates
at both of the Partnership's investment properties. Other income increased due
to an increase in lease cancellation, 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 tax expense, 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.
Included in operating expenses for the year ended December 31, 1996, is $194,000
of major repairs and maintenance comprised of landscaping, parking lot
resurfacing, interior and exterior building repairs and pool repairs.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of its investment properties to
assess the feasibility of increasing 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.
Capital Resources and Liquidity
At December 31, 1996, the Partnership had unrestricted cash of $1,259,000 versus
$938,000 at December 31, 1995. Net cash provided by operating activities
increased for the year ended December 31, 1996, 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 Apartments in the first
quarter of 1995. The increase in net cash used in financing activities is due
to the increase in principal payments on the participating note on the Oak Run
Apartments property, as such payments are based on cash flows at the property,
which have increased 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, the Managing General
Partner does not anticipate the need to borrow in the near future. Other than
cash and cash equivalents, the line of credit is the Partnership's only unused
source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $18,675,000 is amortized over varying periods with
balloon payments due in 1999 and 2000 of $7,877,000 and $6,888,000,
respectively, at which time the properties will either be refinanced or sold.
Additionally, the Partnership has a participating note in the amount of
$3,660,000 secured by the Oak Run Apartments property which is serviced based on
available cash flow. This debt becomes due if the property is 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 1996.
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.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES INCOME FUND XVIII
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statements of Changes in Partners' Capital - Years ended December 31,
1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
Notes to Financial Statements
To the Partners
Century Properties Fund XVIII
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying balance sheet of Century Properties Fund XVIII
(a limited partnership) (the "Partnership") as of December 31, 1996, and the
related statements of operations, changes in partners' capital and cash flows
for each of the two years in the period ended December 31, 1996. 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, 1996, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
New York, N.Y.
February 10, 1997
CENTURY PROPERTIES FUND XVIII
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash
Unrestricted $ 1,259
Restricted - tenant security deposits 110
Escrow for taxes 294
Restricted escrows 232
Other assets 199
Investment properties:
Land $ 7,296
Buildings and related personal property 19,405
26,701
Less accumulated depreciation (9,090) 17,611
$ 19,705
Liabilities and Partners' Capital
Liabilities
Other liabilities $ 191
Accrued taxes 290
Tenant security deposit liabilities 110
Mortgage notes payable 18,675
Partners' (Deficit) capital
General partner $ (6,411)
Limited partners (75,000 units issued
and outstanding) 6,850 439
$ 19,705
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XVIII
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 4,414 $ 4,265
Other income 323 278
Total revenues 4,737 4,543
Expenses:
Operating 2,221 2,163
General and administrative 293 264
Depreciation 679 652
Interest 1,398 1,468
Total expenses 4,591 4,547
Net income (loss) $ 146 $ (4)
Net income (loss) allocated to
general partner (9.9%) $ 14 $ --
Net income (loss) allocated to
limited partners (90.1%) 132 (4)
Net income (loss) $ 146 $ (4)
Net income (loss) per limited
partnership unit $ 1.76 $ (.05)
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XVIII
STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 75,000 $ -- $ 75,000 $ 75,000
Partners' (deficit) capital at
December 31, 1994 75,000 $(6,425) $ 6,722 $ 297
Net loss for the year ended
December 31,1995 -- -- (4) (4)
Partners' (deficit) capital at
December 31, 1995 75,000 (6,425) 6,718 293
Net income for the year ended
ended December 31, 1996 -- 14 132 146
Partners' (deficit) capital at
December 31, 1996 75,000 $(6,411) $ 6,850 $ 439
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XVIII
STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
1996 1995
Cash flows from operating activities:
Net income (loss) $ 146 $ (4)
Adjustments to reconcile net income (loss) to
net cash provided by operating
activities:
Depreciation and amortization 722 709
Deferred interest added to note principal 81
Change in accounts:
Other assets (42) (212)
Accrued expenses and other liabilities 172 (33)
Net cash provided by
operating activities 998 541
Cash flows used in investing activities:
Property improvements and replacements (225) (318)
Cash flows used in financing activities:
Payments on mortgage notes payable (452) (257)
Net increase (decrease) in cash and
cash equivalents 321 (34)
Cash and cash equivalents at beginning of year 938 972
Cash and cash equivalents at end of year $ 1,259 $ 938
Supplemental disclosure of cash flow
Cash paid for interest $ 1,354 $ 1,331
See Accompanying Notes to Financial Statements
CENTURY PROPERTIES FUND XVIII
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XVIII (the "Partnership" or "Registrant") is a
California limited partnership organized in November 1982, to acquire and
operate residential apartment complexes. The Partnership's General Partner is
Fox Partners, an affiliate of Insignia Financial Group, Inc. As of December 31,
1996, the Partnership operates two residential apartment complexes located in
Texas and Utah.
Advertising Costs:
Advertising costs, $88,000 in 1996 and $97,000 in 1995, are charged to expenses
as they are incurred and are included in "Operating" expenses.
Allocations to Partners:
Net income, losses and cash available for distribution (excluding those arising
from the occurrence of sales or dispositions) of the Partnership will be
allocated (i) 9% to the General Partners and (ii) the remainder allocated 1% to
the General Partners and 99% to the Limited Partners on an annual basis.
In accordance with the Partnership Agreement, any gain from the sale or other
disposition of Partnership Properties shall be allocated: (i) first to the
General Partner to the extent they are entitled to receive distributions of cash
pursuant to the above and from the sale or disposition of properties (ii) next,
until such time as the General Partner does not have a deficit in it capital
account, 10% to the General Partner and 90% to the Limited Partnership Unit
Holders, and (iii) to the Limited Partnership Unit Holders.
Cash from sales or other disposition, or refinancing and working capital
reserves must be distributed in the following order: (i) firstly, an aggregate
amount to each Limited Partnership Unit Holder which equals the total of their
original invested capital contributed in exchange for his Limited Partnership
Units and (ii) a sum equal to 8% per year, as determined on a cumulative,
noncompounded basis, on the Adjusted Invested Capital, as adjusted from time to
time, of such Limited Partnership Unit Holder, calculated from the first day of
the month in which he was admitted as a Limited Partner. Thereafter, the General
Partner will receive 15% of any additional cash from sales or refinancing and
working capital reserve available for distribution and, finally, the remainder
of such being allocated 99% to the Limited Partnership unit holders and 1% to
the General Partners. Upon sale of all properties and termination of the
Partnership, the general partners may be required to contribute certain funds to
the Partnership in accordance with the partnership agreement.
Depreciation:
Depreciation is calculated by the straight-line method over the estimated lives
of the rental properties and related personal property.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
Restricted Cash - Tenant Security Deposits:
The Partnership requires security deposits from all apartment leases for the
duration of the lease and are considered restricted cash. Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.
Loan Costs:
Loan costs of $333,000 are included in "Other assets" in the accompanying
balance sheet and are being amortized on a straight-line basis over the life of
the loan. At December 31, 1996, accumulated amortization is $167,000.
Amortization of loan costs is included in "Interest" expense in the accompanying
statement of operations.
Investment Properties:
In 1995, the Partnership adopted "FASB Statement 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 recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Fair Value:
In 1995, the Partnership implemented "Statement of Financial Accounting
Standards No. 107, Disclosure about Fair Value of Financial Instruments," which
requires disclosure of fair value information about financial instruments for
which it is practicable to estimate fair value. The carrying amount of the
Partnership's cash and cash equivalents approximates fair value due to short-
term maturities. The Partnership estimates the fair value of its fixed rate
mortgage by discounted cash flow analysis, based on estimated borrowing rates
currently available to the Partnership (see "Note B").
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Reclassifications:
Certain reclassifications have been made to the 1995 balances to conform to the
1996 presentation.
NOTE B - MORTGAGE NOTE PAYABLE
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Overlook Apartments $ 62 8.25% 1/1999 $ 7,877 $ 8,049
Oak Run Apartments
1st mortgage 58 (1) 9/2000 6,888 6,966
Participating note -- (2) N/A 3,660(3) 3,660
$ 120 $ 18,425 $ 18,675
(1) Variable rate at 4.25% over 30 day LIBOR.
(2) Payments to former lender as a participation in future cash flow and sales
proceeds from the property.
(3) Represents balance currently due, assuming no further principal
reductions.
Scheduled principal payments on the mortgage note payable subsequent to December
31, 1996 are as follows: (dollars amounts in thousands)
1997 $ 119
1998 120
1999 7,883
2000 6,893
2001 --
Thereafter 3,660
$18,675
The estimated fair value of the Partnership's debt approximates its carrying
amount other than the $3,660,000 participating note payable for which it is
impracticable to determine fair value due to the nature of the note.
NOTE C - INCOME TAXES
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net income (loss) as reported and Federal taxable income
result primarily from (1) depreciation over different methods and lives and on
differing cost bases and (2) amortization of original issue discount. The
following is a reconciliation of reported net income (loss) and Federal taxable
income:
1996 1995
(in thousands)
Net income (loss) as reported $ 146 $ (4)
Add (deduct):
Depreciation differences 138 142
Amortization of original
issue discount -- (81)
Other (16) 9
Federal taxable income $ 268 $ 66
Federal taxable income
per limited partnership unit $ 3 $ 1
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets:
Net assets as reported $ 439
Land and buildings (1,587)
Accumulated depreciation (9,788)
Syndication and distribution costs 9,592
Amortization of notes payable discount 3,660
Prepaid rent 21
Other 19
Net assets - Federal tax basis $ 2,356
NOTE D - 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 following payments were made to the
Managing General Partner and affiliates in 1996 and 1995:
1996 1995
Property management fees $ 235 $ 212
Reimbursement for services of
affiliates 154 162
The Partnership insures 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
receives 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. 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.
NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Overlook Apartments $ 8,049 $ 1,082 $ 8,225 $ 701
Oak Run Apartments 10,626 6,218 8,713 1,762
Total $ 18,675 $ 7,300 $ 16,938 $ 2,463
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1996
(in thousands)
Buildings
And Related Year
Personal Accumulated of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Overlook Apartments $ 1,078 $ 8,930 $ 10,008 $ 4,053 1984 7/83 5-30 yrs
Oak Run Apartments 6,218 10,475 16,693 5,037 1979 11/83 5-30 yrs
Total $ 7,296 $ 19,405 $ 26,701 $ 9,090
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1996 1995
(in thousands)
Investment Properties
Balance at beginning of year $ 26,476 $ 26,158
Property Improvements 225 318
Balance at end of year $ 26,701 $ 26,476
Years Ended December 31,
1996 1995
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 8,411 $ 7,759
Additions charged to expense 679 652
Balance at end of year $ 9,090 $ 8,411
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995, is $25,114,000 and $24,665,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1996 and 1995 is $18,884,000 and $18,343,000, respectively.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1996 or
1995 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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").
Name Age Position
William H. Jarrard, Jr. 50 President and
Director
Ronald Uretta 41 Vice President and
Treasurer
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 Assistant Secretary
William H. Jarrard, Jr. has been Managing Director - Partnership Administration
of Insignia since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration & Asset Management from July 1994 until January 1996.
Ronald Uretta has been Insignia's Treasurer since January 1992. Since August
1996, he has also served as Chief Operating Officer. He also served as
Secretary from January 1992 to June 1994 and as Chief Financial Officer from
January 1992 to August 1996. Since September 1990, Mr. Uretta has also served
as the Chief Financial Officer and Controller of MAG.
John K. Lines, Esq. has been 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.
Kelley M. Buechler is Assistant Secretary of the Managing General Partner and
has also served a Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of Fox Partners. The Partnership has no plan, nor does
the Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's Managing General
Partner and its affiliates, as described in "Item 12. Certain Relationships and
Related Transactions".
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Registrant owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of December 31, 1996.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, L.P. 21,513 28.7
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.
As a result, of its ownership of 21,513 of limited partnership units, Insignia
Properties L.P. ("IPLP") 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, IPLP 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, DeForest II, from whom IPLP indirectly
acquired its units, had agreed for the benefit of non-tendering unitholders,
that would vote its Units: (i) against any increase in compensation payable to
the Managing General Partner or to affiliates; and (ii) on all other matters
submitted by it or its affiliates, in proportion to the votes cast by non
tendering units holders. Except for the foregoing, no other limitations are
imposed on IPLP's right to vote each Unit acquired.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 following payments were made to the
Managing General Partner and affiliates in 1996 and 1995:
1996 1995
Property management fees $ 235 $ 212
Reimbursement for services of
affiliates 154 162
The Partnership insures 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
receives 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. 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.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The Exhibits listed on the accompanying Index to Exhibits are filed as part
of this Annual Report and incorporated in this Annual Report as set forth
in said Index.
(b) No reports on Form 8-K were filed during the fourth quarter of 1996.
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.
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
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 Director March 24, 1997
William H. Jarrard, Jr.
/s/ Ronald Uretta Principal Financial March 24, 1997
Ronald Uretta Officer and Principal
Accounting Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement
2.2 Partnership Units Purchase Agreement
2.3 Management Purchase Agreement
2.4 Limited Liability Company Agreement of
Riverside Drive L.L.C.
2.5 Master Indemnity Agreement
3.4 Agreement of Limited Partnership
16 Letter from the Registrant's former Independent
Auditor dated April 27, 1994
27 Financial Data Schedule
(1) Incorporated by reference to Exhibit 2 to the Registrant's Current
Report on Form 8-K dated August 17, 1995.
(2) Incorporated by reference to Exhibit 2.1 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(3) Incorporated by reference to Exhibit 2.2 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(4) Incorporated by reference to Exhibit 2.4 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(5) Incorporated by reference to Exhibit 2.5 to Form 8-K filed by
Insignia Financial Group, Inc. with the Securities and Exchange
Commission on September 1, 1995.
(6) Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated November 5, 1982, as revised December 30, 1982, and
after supplemented contained in the Registrant's Agreement 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>
This schedule contains summary financial information extracted from Century
Properties Fund XVIII 1996 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000704271
<NAME> CENTURY PROPERTIES FUND XVIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,259
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,701
<DEPRECIATION> 9,090
<TOTAL-ASSETS> 19,705
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,675
0
0
<COMMON> 0
<OTHER-SE> 439
<TOTAL-LIABILITY-AND-EQUITY> 19,705
<SALES> 0
<TOTAL-REVENUES> 4,737
<CGS> 0
<TOTAL-COSTS> 4,591
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,398
<INCOME-PRETAX> 146
<INCOME-TAX> 0
<INCOME-CONTINUING> 146
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 146
<EPS-PRIMARY> 1.76<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
