FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from.........to.........
Commission file number 0-11934
CENTURY PROPERTIES FUND XVIII
(Exact name of small business issuer as specified in its charter)
California 94-2834149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1998
Assets
Cash and cash equivalents $ 2,028
Receivables and deposits 261
Restricted escrows 111
Other assets 234
Investment properties:
Land $ 7,296
Buildings and related personal property 19,737
27,033
Less accumulated depreciation (10,122) 16,911
$ 19,545
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 49
Other liabilities 156
Accrued property taxes 200
Tenant security deposit liabilities 74
Distribution payable 743
Mortgage notes payable 18,457
Partners' (Deficit) Capital
General partner $ (6,344)
Limited partners (75,000 units issued
and outstanding) 6,210 (134)
$ 19,545
See Accompanying Notes to Consolidated Financial Statements
b)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,137 $ 1,148 $ 2,284 $ 2,273
Other income 69 93 140 162
Total revenues 1,206 1,241 2,424 2,435
Expenses:
Operating 399 400 783 796
General and administrative 48 68 107 105
Depreciation 174 170 345 340
Interest 367 344 735 686
Property tax 97 96 199 195
Total expenses 1,085 1,078 2,169 2,122
Net income $ 121 $ 163 $ 255 $ 313
Net income allocated to
general partner (9.9%) $ 12 $ 16 $ 25 $ 31
Net income allocated to
limited partners (90.1%) 109 147 230 282
Net income $ 121 $ 163 $ 255 $ 313
Net income per limited
partnership unit $ 1.45 $ 1.96 $ 3.07 $ 3.76
See Accompanying Notes To Consolidated Financial Statements
c)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(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, 1997 75,000 $(6,362) $ 6,716 $ 354
Distribution payable -- (7) (736) (743)
Net income for the six
months ended June 30, 1998 -- 25 230 255
Partners' (deficit) capital
at June 30, 1998 75,000 $(6,344) $ 6,210 $ (134)
See Accompanying Notes to Consolidated Financial Statements
d)
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net income $ 255 $ 313
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 345 340
Amortization of loan costs 18 22
Change in accounts:
Receivables and deposits (157) 90
Other assets 14 (3)
Accounts payable (13) (9)
Other liabilities (11) (27)
Accrued property taxes (95) (99)
Tenant security deposit liabilities (6) (15)
Net cash provided by operating activities 350 612
Cash flows used in investing activities:
Property improvements and replacements (174) (65)
Net (deposits to) receipts from restricted escrows (80) 68
Net cash (used in) provided by
investing activities (254) 3
Cash flows used in financing activities:
Payments on mortgage notes payable (93) (214)
Net increase in cash and cash equivalents 3 401
Cash and cash equivalents at beginning of period 2,025 1,259
Cash and cash equivalents at end of period $2,028 $1,660
Supplemental disclosure of cash flow information:
Cash paid for interest $ 717 $ 665
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Distribution payable was adjusted approximately $743,000 at June 30, 1998, in
connection with the July 1998 distribution payment to the partners.
See Accompanying Notes to Consolidated Financial Statements
e)
CENTURY PROPERTIES FUND XVIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Century
Properties Fund XVIII (the "Partnership") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The Partnership's general partner is Fox Partners, an affiliate of Insignia
Financial Group, Inc. ("Insignia"). The general partners of Fox Partners are
Fox Capital Management Corporation (the "Managing General Partner" or FCMC"),
Fox Realty Investors ("FRI"), and Fox Partners 82. In the opinion of the
Managing General Partner, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six month periods ended June 30, 1998, are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's annual report on Form 10-KSB for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Managing General Partner is a wholly-owned
subsidiary of Insignia Properties Trust ("IPT"), an affiliate of Insignia. The
Partnership Agreement provides for certain payments to affiliates for services
and as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
The following transactions with affiliates of Insignia were charged to expense
in 1998 and 1997:
Six Months Ended
June 30,
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $120 $121
Reimbursement for services of affiliates (1)
(included in operating, general and administrative
expenses and investment properties) 67 64
(1)Included in "reimbursements for services of affiliates" for the six months
ended June 30, 1998 and 1997, is approximately $2,000 and $1,000,
respectively, in reimbursements for construction oversight costs.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner. An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner, which receives payments on these obligations from the agent. The
amount of the Partnership's insurance premiums that accrued to the benefit of
the affiliate of the Managing General Partner by virtue of the agent's
obligations was not significant.
On December 17, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in the Partnership. The Purchaser
offered to purchase up to 30,000 of the outstanding units of limited partnership
interest ("units") in the Partnership, at $70.00 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 17, 1997 (the "Offer to Purchase") and the related
Assignment of Partnership Interest attached as Exhibits (a)(1) and (a)(2),
respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed
with the Securities and Exchange Commission on December 17, 1997. Because of
the existing and potential future conflicts of interest (described in the
Partnership's Statements on Schedule 14D-9 filed with the Securities and
Exchange Commission), neither the Partnership nor the Managing General Partner
expressed any opinion as to the Offer to Purchase and made no recommendation as
to whether unit holders should tender their units in response to the Offer to
Purchase. In addition, because of these conflicts of interest, including as a
result of the Purchaser's affiliation with various Insignia affiliates that
provide property management services to the Partnership's properties, the manner
in which the Purchaser votes its limited partner interest in the Partnership may
not always be consistent with the best interests of the other limited partners.
On January 30, 1998, the Purchaser acquired an additional 5,260 units pursuant
to its December 17, 1997, tender offer.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the six
months ended June 30, 1998 and 1997:
Average
Occupancy
Property 1998 1997
Oak Run Apartments (1)
Dallas, Texas 92% 97%
Overlook Point Apartments
Salt Lake City, Utah 93% 94%
(1)The decrease in occupancy at Oak Run Apartments is a combination of a
surplus of newer properties with nicer interior and amenities in the
immediate submarket that has forced properties with traditionally higher
rental rates much closer to our rental rates.
The Partnership's net income for the six months ended June 30, 1998, was
approximately $255,000, of which approximately $121,000 was reported in the
second quarter. The Partnership's net income for the corresponding periods in
1997 was approximately $313,000 and $163,000, respectively. The decrease in net
income is attributable to an increase in interest expense and a decrease in
other income, partially offset by an increase in rental income for the six
months ended June 30, 1998. Despite decreases in average occupancy at both
investment properties, rental income increased for the six months ended June 30,
1998, due to an increase in average rental rates. For the three months ended
June 30, 1998, rental income decreased slightly primarily due to a decrease in
average occupancy at Oak Run Apartments, as discussed above. Other income
decreased due to the decrease in income from corporate units and deposit
forfeitures at Overlook Point Apartments. A company that was relocating used
the apartment complex for short term, temporary housing during 1997. This
decrease in other income was partially offset by an increase in interest income
due to the Partnership carrying higher cash balances in 1998. Interest expense
increased for the three and six months ended June 30, 1998, as compared to the
three and six months ended June 30, 1997, due to the refinancing of the mortgage
indebtedness encumbering Oak Run Apartments, as discussed below. Partially
offsetting the increase in interest expense for the three months ended June 30,
1998, was a decrease in general and administrative expenses due to a decrease in
expense reimbursements.
Included in operating expenses for the six months ended June 30, 1998, is
approximately $15,000 of major repairs and maintenance mainly comprised of
parking lot repairs and major landscaping. Included in operating expenses for
the six months ended June 30, 1997, was approximately $29,000 of major repairs
and maintenance mainly comprised of exterior building repairs, major
landscaping, window coverings, and swimming 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 rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
At June 30, 1998, the Partnership had cash and cash equivalents of approximately
$2,028,000, as compared to approximately $1,660,000 at June 30, 1997. Cash and
cash equivalents increased approximately $3,000 and $401,000 for the six month
periods ended June 30, 1998 and 1997, respectively. Net cash provided by
operating activities decreased for the six months ended June 30, 1998, as
compared to the six months ended June 30, 1997, due to the decrease in net
income discussed above and an increase in receivables and deposits. Receivables
and deposits increased due to a decrease in funds escrowed for property taxes at
the end of 1997. Net cash used in investing activities for the six months ended
June 30, 1998, primarily results from the conversion of a tennis court into a
sport court at Overlook Point Apartments and an ongoing balcony replacement
project at Oak Run Apartments. The increase in deposits to restricted escrows
is partially due to cash escrowed for fees associated with the potential
refinance of the indebtedness at Overlook Point Apartments. The Managing
General Partner is currently evaluating the feasibility of refinancing this
indebtedness, which matures in January 1999. The decrease in payments on
mortgage notes payable for the six months ended June 30, 1998, as compared to
the same period in 1997, is due to the refinancing of the indebtedness at Oak
Run Apartments in September 1997. During 1997, principal payments were also
being made on the participating note to the former lender, as discussed below.
In September 1997, the Partnership refinanced the mortgage indebtedness
encumbering Oak Run Apartments. The total indebtedness refinanced was
approximately $10,155,000. The new indebtedness, in the principal amount of
$10,600,000, carries a stated interest rate of 7.36% and matures in October
2004. The proceeds from the refinancing enabled the Partnership to pay off its
previous first mortgage note and a participating note held by a former lender.
In order to obtain the new loan on Oak Run Apartments, the lender required that
the property be conveyed to a single purpose entity. As a result, the property
was conveyed from the Partnership to Oak Run, L.L.C., a South Carolina limited
liability company. The Partnership is the sole owner of Oak Run, L.L.C.
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 $18,457,000 is amortized over thirty years with balloon
payments of $7,877,000 and $9,728,000 due in January 1999 and October 2004,
respectively, at which time the properties will either be refinanced or sold.
In this regard, the Managing General Partner is currently negotiating to obtain
replacement financing for the mortgage indebtedness secured by Overlook Point
Apartments which is scheduled to mature in January 1999. It is expected that
this refinancing will be consummated, if at all, during the third quarter of
1998. Assuming no change in current interest rates, it is expected that such
refinancing will be at an annual interest rate lower than the mortgage
indebtedness which it will replace. There can be no assurance, however, that
the Partnership will be successful in obtaining such replacement financing or,
if it does, that such replacement financing will be at rates more favorable to
the Partnership than the current indebtedness. A cash distribution of $743,000
was declared during the second quarter of 1998 and paid in July 1998. No cash
distributions were made during the first six months of 1997. The Managing
General Partner is currently evaluating the feasibility of a distribution to be
made during the fourth quarter of 1998. Future cash distributions will depend
on the levels of cash generated from operations, property sales, and the
availability of cash reserves.
On December 17, 1997, an Insignia affiliate (the "Purchaser") commenced tender
offers for limited partnership interests in six real estate limited partnerships
(including the Partnership) in which various Insignia affiliates act as general
partner. The Purchaser offered to purchase up to 30,000 of the outstanding
units of limited partnership interest in the Partnership, at $70.00 per Unit,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated December 17, 1997, (the "Offer to
Purchase") and the related Assignment of Partnership Interest attached as
Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on
Schedule 14D-1 originally filed with the Securities and Exchange Commission on
December 17, 1997. Because of the existing and potential future conflicts of
interest (described in the Partnership's Statements on Schedule 14D-9 filed with
the Securities and Exchange Commission), neither the Partnership nor the
Managing General Partner expressed any opinion as to the Offer to Purchase and
made no recommendation as to whether unit holders should tender their units in
response to the Offer to Purchase. In addition, because of these conflicts of
interest, including as a result of the Purchaser's affiliation with various
Insignia affiliates that provide property management services to the
Partnership's properties, the manner in which the Purchaser votes its limited
partner interest in the Partnership may not always be consistent with the best
interests of the other limited partners. On January 30, 1998, the Purchaser
acquired an additional 5,260 Units pursuant to its December 17, 1997 tender
offer.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements speak only as of the date of this
quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates, as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General Partner
believes the action to be without merit, and intends to vigorously defend it.
On June 24, 1998, the Managing General Partner filed a motion seeking dismissal
of the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner of the Partnership
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 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K filed during the second quarter of 1998:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY PROPERTIES FUND XVIII
By: FOX PARTNERS,
Its General Partner
By: Fox Capital Management Corporation,
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: July 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Century Properties Fund XVIII 1998 Second Quarter 10-QSB and is qualified
in its entirety by reference to such 10-QSB filing.
</LEGEND>
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<NAME> CENTURY PROPERTIES FUND XVIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,028
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<RECEIVABLES> 261
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 27,033
<DEPRECIATION> (10,122)
<TOTAL-ASSETS> 19,545
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,457
0
0
<COMMON> 0
<OTHER-SE> (134)
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