FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)
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, 1997
[ ] 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
(Name of small business issuer in its charter)
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] No
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. $ 4,917,000
State the aggregate market value of the voting partnership interests held by
nonaffiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the Registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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" or "FCMC"), a California corporation, Fox Realty Investors
("FRI"), a California general partnership, and Fox Partners 82, a California
general partnership. NPI Equity Investments II, Inc. ("NPI Equity"), a Florida
Corporation, is the Managing General Partner of FRI.
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 ("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.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia Financial Group, Inc. ("Insignia") acquired all of the
issued and outstanding shares of stock of FCMC, NPI Equity and National Property
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity until December 31,
1996, at which time the stock of NPI Equity was acquired by Insignia Properties
Trust. In connection with these transactions, affiliates of Insignia appointed
new officers and directors of NPI, NPI Equity and FCMC. See "Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, 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 General
Partner of the Partnership.
On January 19, 1996, DeForest Ventures I, L.P. ("DeForest I"), the entity which
tendered for Units in the Partnership in 1994 and 1995, and certain of its
affiliates sold the Units then held by them (21,513 Units representing
approximately 28.7% of the total outstanding Units at such time) to Insignia NPI
L.L.C. ("Insignia LLC"), an affiliate of Insignia. Insignia LLC subsequently
transferred these units to Insignia Properties, L.P.("IPLP"). As a result, IPLP
could be in a position to significantly influence all voting decisions with
respect to the Partnership. 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
I, from whom IPLP indirectly acquired its units, had agreed for the benefit of
non-tendering unitholders, that it would vote its Units: (i) against any
increase in compensation payable to the Managing General Partner or its
affiliates; and (ii) on all other matters submitted by it or its affiliates, in
proportion to the votes cast by non tendering unitholders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote each Unit
acquired. In addition to the foregoing Units, on January 30, 1998, IPLP
acquired, through a subsidiary, an additional 5,260 Units pursuant to its
December 17, 1997 tender offer. See "Item 6. Management's Discussion and
Analysis or Plan of Operation" for additional information with respect to this
tender offer. Pursuant to a Schedule 13-D filed by IPLP with the Securities and
Exchange Commission, IPLP currently holds 21,680 Units representing
approximately 28.9% of the total outstanding Units.
There have been, and it is possible there may be other Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership 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 property
owned by the Partnership.
The Partnership monitors its property 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 Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
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 Limited Partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P., an affiliate of Insignia, 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,
including properties owned and/or managed by affiliates of the Partnership,
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
Salt Lake City, Utah first mortgage 304 units
Oak Run Apartments 11/83 Fee ownership subject to Residential rental
Dallas, Texas first mortgage 420 units
SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Overlook Apartments $ 10,101 $ 4,363 5-30 yrs (1) $ 2,105
Oak Run Apartments 16,758 5,414 5-30 yrs (1) 6,476
$ 26,859 $ 9,777 $ 8,581
(1) Straight-line.
See "Note A" of the "Notes to Consolidated Financial Statements" included in
"Item 7." for a description of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1997 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Overlook Apartments $ 7,966 8.25% 30 years 01/1999 $ 7,877
Oak Run Apartments 10,584 7.36% 30 years 10/2004 9,728
$18,550 $17,605
</TABLE>
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. As a result of the
refinancing, the Partnership recognized a net gain of approximately $108,000
upon extinguishment of the debt. This net gain is due to $241,000 in debt
forgiveness as a result of the participating note holder accepting a reduced
pay-off less the write-off of $133,000 in unamortized loan costs. Additionally,
the Partnership capitalized loan costs of approximately $244,000 relating to the
refinancing. In order to obtain the new loss 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.
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average
Rental Rates Occupancy
Property 1997 1996 1997 1996
Overlook Apartments $ 7,125/unit $ 6,740/unit 93% 96%
Oak Run Apartments 6,454/unit 6,150/unit 96% 96%
The decrease in occupancy at Overlook Apartments is attributable to a decline in
market conditions in the Salt Lake City area as well as a decrease in drive-by
exposure due to the re-construction of the sign located in front of the
property.
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. The multi-
family residential properties' lease terms are for one year or less. No
individual tenant leases 10% or more of the available rental space.
Real estate taxes and rates (dollar amounts in thousands) in 1997 for each
property were:
1997 1997
Billing Rate
Overlook Apartments $ 89 1.30%
Oak Run Apartments 295 2.56%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending and 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership 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 held by 5,352 Limited Partners of record. There is no
intention to sell additional Limited Partnership Units nor is there an
established market for these units.
In December 1997, the Partnership distributed approximately $643,000 ($8.57 per
limited partnership unit) to the Limited Partners and approximately $7,000 to
the general partner from the proceeds of the refinancing of Oak Run Apartments
(See "Item 2. Description of Property"). There were no cash distributions for
the year ended December 31, 1996.
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, 1997, was
approximately $565,000 versus approximately $146,000 for the year ended December
31, 1996. The increase in net income is attributable to an increase in rental
income and a decrease in expenses. Rental income increased, despite a drop in
occupancy at Overlook Point Apartments, due to rental rate increases at both of
the Partnership's investment properties. Additionally, there was a decrease in
operating and general and administrative expenses. Operating expense decreased
primarily due to the completion of parking lot resurfacing and repairs and
exterior building improvements at Oak Run Apartments in 1996. The decrease in
general and administrative expenses results from the decrease in expense
reimbursements related to the relocation of the partnership administration
offices during 1996 and decreased professional fees. Partially offsetting these
favorable variances was a slight increase in property tax expense. This increase
is due to the increased assessed value at Overlook Point Apartments. Also
contributing to the increase in net income was $108,000 of extraordinary gain on
extinguishment of debt from the Oak Run refinancing discussed below.
Included in operating expenses for the year ended December 31, 1997, is
approximately $106,000 of major repairs and maintenance mainly comprised of
major landscaping. Included in operating expense for the year ended December 31,
1996, is approximately $194,000 of major repairs and maintenance comprised
mainly of exterior building repairs, parking lot repairs and major landscaping.
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.
As a result of the refinancing, the Partnership recognized a net gain of
approximately $108,000 upon extinguishment of the debt. This net gain is due
to $241,000 in debt forgiveness as a result of the participating note holder
accepting a reduced pay-off less the write-off of $133,000 in unamortized loan
costs. Additionally, the Partnership capitalized loan costs of approximately
$244,000 relating to the refinancing. 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.
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
The net increase in cash and cash equivalents for the year ended December 31,
1997 was approximately $766,000 versus approximately $321,000 for the year ended
December 31, 1996, respectively. Net cash provided by operating activities
increased by approximately $419,000 for the year ended December 31, 1997 as
compared to the year ended December 31, 1996, primarily as a result of the
increase in net income, as discussed above. Additionally, receivables and
deposits decreased as a result of the refinancing of the mortgage note secured
by Oak Run Apartments. The new mortgage agreement requires no tax and insurance
escrow deposits, therefore approximately $263,000 in escrow deposits as of
December 31, 1996 was made available for operations. The new mortgage agreement
also has decreased restricted escrow requirements, which was the primary factor
leading to net cash provided by investing activities for the year ended December
31, 1997, of approximately $43,000 compared to net cash used by investing
activities of approximately $332,000 for the year ended December 31, 1996. Also
contributing to this reversal was a decrease in property improvements at Oak Run
Apartments. Net cash used in financing activities increased approximately
$349,000 for the year ended December 31, 1997, due to the distribution to
partners in December 1997, as discussed in "Item 5.", and loan costs paid of
approximately $244,000, which were only partially offset by the proceeds
received in excess of the cash used as a result of the refinancing of the
mortgage indebtedness secured by Oak Run Apartments.
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 $18,550,000 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
December 1997, the Partnership distributed approximately $643,000 ($8.57 per
Limited Partnership Unit) to the Limited Partners and approximately $7,000 to
the general partner from the proceeds of the refinancing of Oak Run Apartments,
as discussed above. There were no cash distributions for the year ended
December 31, 1996. 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, IPLP acquired,
through a subsidiary, 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 annual 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 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 annual 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.
ITEM 7. FINANCIAL STATEMENTS
CENTURY PROPERTIES FUND XVIII
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1997
Consolidated Statements of Operations - Years ended December 31, 1997 and 1996
Consolidated Statements of Changes in Partners' Capital - Years ended
December 31, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Consolidated Financial Statements
To the Partners
Century Properties Fund XVIII
Greenville, South Carolina
Independent Auditors' Report
We have audited the accompanying consolidated balance sheet of Century
Properties Fund XVIII (a limited partnership) (the "Partnership") and its
subsidiary as of December 31, 1997, and the related consolidated statements of
operations, changes in partners' (deficit) capital and cash flows for each of
the two years in the period ended December 31, 1997. These consolidated
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these consolidated 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 consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Properties Fund XVIII and its subsidiary as of December 31, 1997, and the
consolidated results of its operations and its cash flows for each of the two
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ Imowitz Koenig & Co., LLP
Certified Public Accountants
New York, N.Y.
January 23, 1998
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
December 31, 1997
Assets
Cash and cash equivalents $ 2,025
Receivables and deposits 104
Restricted escrows 31
Other assets 266
Investment properties (Notes B and F):
Land $ 7,296
Buildings and related personal property 19,563
26,859
Less accumulated depreciation (9,777) 17,082
$ 19,508
Liabilities and Partners' Capital
Liabilities
Accounts payable $ 62
Other liabilities 167
Accrued taxes 295
Tenant security deposit liabilities 80
Mortgage notes payable (Note B and F) 18,550
Partners' (Deficit) Capital
General partner $ (6,362)
Limited partners (75,000 units issued
and outstanding) 6,716 354
$ 19,508
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 4,584 $ 4,414
Other income 333 323
Total revenues 4,917 4,737
Expenses:
Operating 1,778 1,855
General and administrative 209 293
Depreciation 687 679
Interest 1,395 1,398
Property tax 391 366
Total expenses 4,460 4,591
Income before extraordinary item 457 146
Extraordinary item - gain on extinguishment
of debt (Note E) 108 --
Net income $ 565 $ 146
Net income allocated to general partner (9.9%) $ 56 $ 14
Net income allocated to limited partners (90.1%) 509 132
Net income $ 565 $ 146
Per limited partnership unit:
Income before extraordinary item $ 5.49 $ 1.76
Extraordinary item 1.30 --
Net income $ 6.79 $ 1.76
Distributions per limited partnership unit $ 8.57 $ --
See Accompanying Notes to Consolidated Financial Statements
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 75,000 $ -- $ 75,000 $ 75,000
Partners' (deficit) capital at
December 31, 1995 75,000 $ (6,425) $ 6,718 $ 293
Net income for the year ended
December 31, 1996 -- 14 132 146
Partners' (deficit) capital at
December 31, 1996 75,000 (6,411) 6,850 439
Distributions to partners -- (7) (643) (650)
Net income for the year ended
December 31, 1997 -- 56 509 565
Partners' (deficit) capital at
December 31, 1997 75,000 $ (6,362) $ 6,716 $ 354
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CENTURY PROPERTIES FUND XVIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 565 $ 146
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 687 679
Amortization of loan costs 41 44
Extraordinary item - gain on extinguishment of debt (108) --
Interest added to note payable principal 23 --
Change in accounts:
Receivables and deposits 311 30
Other assets (8) 36
Accounts payable (12) 60
Other liabilities 50 60
Accrued taxes 5 45
Tenant security deposit liabilities (30) 5
Net cash provided by
operating activities 1,524 1,105
Cash flows provided by (used in) investing activities:
Property improvements and replacements (158) (225)
Net receipts from (deposits to) restricted escrows 201 (107)
Net cash provided by (used in)
investing activities 43 (332)
Cash flows used in financing activities:
Proceeds from mortgage note payable 10,600 --
Repayment of mortgage notes payable (10,155) --
Loan costs paid (244) --
Payments on mortgage notes payable (352) (452)
Distributions to partners (650) --
Net cash used in financing activities (801) (452)
Net increase in cash and cash equivalents 766 321
Cash and cash equivalents at beginning of year 1,259 938
Cash and cash equivalents at end of year $ 2,025 $ 1,259
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,266 $ 1,354
Supplemental disclosure of non-cash financing activities:
Accrued interest added to mortgage note payable balance $ 23 $ --
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
CENTURY PROPERTIES FUND XVIII
Notes to Consolidated Financial Statements
December 31, 1997
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Century Properties Fund XVIII (the "Partnership" or "Registrant") is a
California limited partnership organized in July 1982, to acquire and operate
residential apartment complexes. 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. As of December 31, 1997, the Partnership operates two residential
apartment complexes located in Texas and Utah.
Principles of Consolidation:
The Partnership's financial statements include the accounts of the Partnership
and its wholly-owned subsidiary.
Advertising Costs:
Advertising costs, $79,000 in 1997 and $88,000 in 1996, are charged to expense
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 its 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 are distributed 99% to the Limited Partnership Unit Holders and 1% to
the General Partner, until: (i) each Limited Partnership Unit Holder receives an
amount 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 Partner. Upon sale of all
properties and termination of the Partnership, the General Partner 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:
Cash and cash equivalents include cash on hand and in banks, money market funds,
and certificates of deposit with original maturities of less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
Loan Costs:
Loan costs of $244,000 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, 1997, accumulated amortization is $8,000. Amortization of
loan costs is included in interest expense in the accompanying statement of
operations.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," the Partnership records impairment
losses on long-lived assets used in operations when events and circumstances
indicate that the assets might be impaired and the undiscounted cash flows
estimated to be generated by those assets are less than the carrying amounts of
those assets.
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.
Fair Value:
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", 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 instruments 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 their 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.
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 1996 balances to conform to the
1997 presentation.
NOTE B - MORTGAGE NOTES PAYABLE
The principle terms of mortgage notes payable are as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1997
<S> <C> <C> <C> <C> <C>
Overlook Apartments $ 62 8.25% 01/1999 $ 7,877 $ 7,966
Oak Run Apartments 73 7.36% 10/2004 9,728 10,584
$135 $17,605 $18,550
</TABLE>
Scheduled principal payments on mortgage notes payable subsequent to December
31, 1997 are as follows (in thousands):
1998 $ 192
1999 7,986
2000 118
2001 127
2002 136
Thereafter 9,991
$18,550
NOTE C - INCOME TAXES
Differences between the net income as reported and Federal taxable income result
primarily from depreciation over different methods and lives and on differing
cost bases. The following is a reconciliation of reported net income and
Federal taxable income:
1997 1996
(in thousands)
Net income as reported $ 565 $ 146
Add (deduct):
Depreciation differences 98 138
Other (887) (16)
Federal taxable income $ (224) $ 268
Federal taxable income
per limited partnership unit $(2.69) $ 3.22
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):
1997
Net assets as reported $ 354
Land and buildings 1,192
Accumulated depreciation (9,690)
Syndication and distribution costs 9,592
Prepaid rent 16
Other 18
Net assets - Federal tax basis $ 1,482
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia acquired all of the issued and outstanding shares of
stock of FCMC, NPI Equity Investments II, Inc. ("NPI Equity"), the managing
general partner of FRI, and National Property Investors, Inc. ("NPI"). NPI
Equity was a wholly-owned subsidiary of NPI until December 31, 1996, at which
time Insignia Properties Trust acquired the stock of NPI Equity. In connection
with these transactions, affiliates of Insignia appointed new officers and
directors of NPI Equity and FCMC.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in operating
expenses) $ 242 $ 235
Reimbursement for services of affiliates
(included in general and administrative
expenses) 134 154
For the year ended December 31, 1997, an affiliate of Insignia received a
reimbursement of approximately $27,000 related to the refinance of Oak Run
Apartments.
For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Managing General Partner who receives payment 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 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.
NOTE E - REFINANCING
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. As a result of the
refinancing, the Partnership recognized a net gain of approximately $108,000
upon extinguishment of the debt. This gain is due to $241,000 in debt
forgiveness as a result of the participating note holder accepting a reduced
pay-off less the write-off of $133,000 in unamortized loan costs. Additionally,
the Partnership capitalized loan costs of approximately $244,000 relating to the
refinancing. 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.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Initial Cost
To Partnership
(in thousands)
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Overlook Apartments $ 7,966 $ 1,082 $ 8,225 $ 794
Oak Run Apartments 10,584 6,218 8,713 1,827
Total $ 18,550 $ 7,300 $ 16,938 $ 2,621
</TABLE>
<TABLE>
<CAPTION>
Gross Amount at Which Carried
At December 31, 1997
(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 $ 9,023 $10,101 $ 4,363 1984 7/83 5-30 yrs
Oak Run Apartments 6,218 10,540 16,758 5,414 1979 11/83 5-30 yrs
Total $7,296 $ 19,563 $26,859 $ 9,777
</TABLE>
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
(in thousands)
Investment Properties
Balance at beginning of year $ 26,701 $ 26,476
Property Improvements 158 225
Balance at end of year $ 26,859 $ 26,701
Years Ended December 31,
1997 1996
(in thousands)
Accumulated Depreciation
Balance at beginning of year $ 9,090 $ 8,411
Additions charged to expense 687 679
Balance at end of year $ 9,777 $ 9,090
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $28,054,000 and $25,114,000, respectively. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1997 and 1996 is $19,473,000 and $18,884,000, 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 1997 or
1996 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" or "FCMC"), 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. ("NPI Equity"), which controls the
Managing General Partner, is a wholly-owned subsidiary of National Property
Investors, Inc. ("NPI"), which in turn is owned by an affiliate of Insignia (See
"Item 1").
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel M. LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since June 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Managing General Partner, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management from July
1994 until January 1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since January 1996 and Insignia's Treasurer since June 1996. Since
August 1996, he has also served as Chief Operating Officer. He has also served
as Secretary from January 1992 to June 1996 and as Insignia's Chief Financial
Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and 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,
certain 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, 1997.
Name of Amount and nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, L.P. 21,680 28.9
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 21,680 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 Ventures I L.P., from whom IPLP
indirectly acquired significantly all of its units, had agreed for the benefit
of non-tendering unitholders, that it 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 unitholders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote each Unit
acquired. See "Item 12. Certain Relationships and Related Transactions", for
information with respect to the recent tender offer made by IPLP.
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
Pursuant to a series of transactions which closed during the first half of 1996,
affiliates of Insignia acquired all of the issued and outstanding shares of
stock of FCMC, NPI Equity, the managing general partner of FRI, and NPI. NPI
Equity was a wholly-owned subsidiary of NPI until December 31, 1996, at which
time Insignia Properties Trust acquired the stock of NPI Equity. In connection
with these transactions, affiliates of Insignia appointed new officers and
directors of NPI Equity and FCMC.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, 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 General
Partner of the Partnership.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were charged to expense in 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in operating
expenses) $ 242 $ 235
Reimbursement for services of affiliates
(included in general and administrative
expenses) 134 154
For the year ended December 31, 1997, an affiliate of Insignia received a
reimbursement of approximately $27,000 related to the refinance of Oak Run
Apartments.
For the period from January 19, 1996, to August 31, 1997, the Partnership
insured its properties under a master policy through an agency and insurer
unaffiliated with the Managing General Partner. An affiliate of the Managing
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the master policy. The agent assumed the financial obligations to the
affiliate of the Managing General Partner who receives payment 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 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, IPLP acquired, through a subsidiary, an additional 5,260
Units pursuant to its December 17, 1997 tender offer.
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 1997.
SIGNATURES
In accordance with Section 13 or 15(d) 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
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature/Name Title Date
/s/ William H. Jarrard, Jr. President and Director March 23, 1998
William H. Jarrard, Jr.
/s/ Ronald Uretta Vice President and March 23, 1998
Ronald Uretta Treasurer
CENTURY PROPERTIES FUND XVIII
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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 Riverside Drive L.L.C. (4)
2.5 Master Indemnity Agreement (5)
3.4 Agreement of Limited Partnership (2)
10.1 Promissory Note between Oak Run, L.L.C., a South
Carolina limited liability company, and Lehman
Brothers Holdings Inc. d/b/a Lehman Capital, a
division of Lehman Brothers Holdings Inc., a
Delaware corporation, dated September 1997.
10.2 Deed of Trust and Security Agreement between Oak
Run, L.L.C., a South Carolina limited liability
company, David M. Parnell, and Lehman Brothers
Holdings Inc. d/b/a Lehman Capital, a division of
Lehman Brothers Holdings Inc., a Delaware
corporation, dated September 1997.
16 Letter from the Registrant's former Independent
Auditor dated April 27, 1994 (3)
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 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,025
<SECURITIES> 0
<RECEIVABLES> 104
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,859
<DEPRECIATION> 9,777
<TOTAL-ASSETS> 19,508
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 18,550
0
0
<COMMON> 0
<OTHER-SE> 354
<TOTAL-LIABILITY-AND-EQUITY> 19,508
<SALES> 0
<TOTAL-REVENUES> 4,917
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,460
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,395
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 457
<DISCONTINUED> 0
<EXTRAORDINARY> 108
<CHANGES> 0
<NET-INCOME> 565
<EPS-PRIMARY> 6.79<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
