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
(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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________to__________
Commission file number 0-11934
CENTURY PROPERTIES FUND XVIII
(Exact name of small business issuer as specified in its charter)
California 94-2834149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
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, 1999
Assets
Cash and cash equivalents $ 1,168
Receivables and deposits 358
Restricted escrows 165
Other assets 384
Investment properties:
Land $ 7,296
Buildings and related personal property 20,089
27,385
Less accumulated depreciation (10,826) 16,559
$ 18,634
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 20
Other liabilities 190
Accrued property taxes 229
Tenant security deposit liabilities 74
Mortgage notes payable 19,351
Partners' (Deficit) Capital
General partner $ (6,310)
Limited partners (75,000 units issued
and outstanding) 5,080 (1,230)
$ 18,634
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,
1999 1998 1999 1998
Revenues:
Rental income $ 1,202 $ 1,137 $ 2,409 $ 2,284
Other income 57 69 122 140
Total revenues 1,259 1,206 2,531 2,424
Expenses:
Operating 395 399 779 783
General and administrative 94 48 149 107
Depreciation 186 174 353 345
Interest 352 367 701 735
Property tax 114 97 232 199
Total expenses 1,141 1,085 2,214 2,169
Net income $ 118 $ 121 $ 317 $ 255
Net income allocated to
general partner (9.9%) $ 11 $ 12 $ 31 $ 25
Net income allocated to
limited partners (90.1%) 107 109 286 230
$ 118 $ 121 $ 317 $ 255
Net income per limited
partnership unit $ 1.42 $ 1.45 $ 3.81 $ 3.07
Distributions per limited
partnership unit $ -- $ 9.81 $ 9.91 $ 9.81
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, 1998 75,000 $(6,334) $ 5,537 $ (797)
Distributions to partners -- (7) (743) (750)
Net income for the six
months ended June 30, 1999 -- 31 286 317
Partners' (deficit) capital
at June 30, 1999 75,000 $(6,310) $ 5,080 $(1,230)
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,
1999 1998
Cash flows from operating activities:
Net income $ 317 $ 255
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 353 345
Amortization of loan costs 33 18
Change in accounts:
Receivables and deposits 143 (157)
Other assets (14) 14
Accounts payable (1) (13)
Other liabilities 13 (11)
Accrued property taxes (119) (95)
Tenant security deposit liabilities (12) (6)
Net cash provided by operating activities 713 350
Cash flows from investing activities:
Property improvements and replacements (242) (174)
Net withdrawals from (deposits to) restricted escrows 76 (80)
Net cash used in investing activities (166) (254)
Cash flows from financing activities:
Distributions to partners (750) --
Payments on mortgage notes payable (106) (93)
Net cash used in financing activities (856) (93)
Net (decrease) increase in cash and cash equivalents (309) 3
Cash and cash equivalents at beginning of period 1,477 2,025
Cash and cash equivalents at end of period $1,168 $2,028
Supplemental disclosure of cash flow information:
Cash paid for interest $ 668 $ 717
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" or "Registrant") 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 partners are Fox Capital
Management Corporation (the "Managing General Partner" or "FCMC"), Fox Realty
Investors ("FRI") and Fox Partners 82. The Managing General Partner as well as
the managing general partner of FRI is a subsidiary of Apartment Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust. 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, 1999 are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 1999. 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, 1998.
Principles of Consolidation:
The Partnership's financial statements include the accounts of the Partnership
and its wholly-owned subsidiary.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998, and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, with AIMCO being the surviving corporation (the "Insignia
Merger"). As a result, AIMCO acquired 100% ownership interest in the Managing
General Partner and the managing general partner of FRI. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
NOTE C - 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 (i) payments to
affiliates for services and (ii) reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to the
Managing General Partner and affiliates during the six months ended June 30,
1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $ 127 $ 120
Reimbursement for services of affiliates
(included in operating, general and
administrative expenses, and investment
properties) 63 67
During the six months ended June 30, 1999 and 1998, affiliates of the Managing
General Partner were entitled to receive 5% of gross receipts from both of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $127,000 and $120,000 for the six months
ended June 30, 1999 and 1998, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $63,000 and
$67,000 for the six months ended June 30, 1999 and 1998, respectively. Included
in these costs is approximately $6,000 and $2,000 in reimbursements for
construction oversight costs for the six months ended June 30, 1999 and 1998,
respectively.
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 21,747.56 (29.00% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $64 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 894.00 units. As
a result, AIMCO and its affiliates currently own 27,835.50 units of limited
partnership interest in the Partnership representing 37.11% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
NOTE D - SEGMENT REPORTING
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership has one reportable segment: residential properties, consisting
of two apartment complexes in Salt Lake City, Utah and Dallas, Texas. The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.
Measurement of segment profit or loss:
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies in the Partnership's Annual Report on
Form 10-KSB for the year ended December 31, 1998.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.
Segment information for the six months ended June 30, 1999 and 1998 is shown in
the tables below (in thousands). The 'Other' column includes Partnership
administration related items and income and expense not allocated to the
reportable segment.
1999 Residential Other Totals
Rental income $ 2,409 $ -- $ 2,409
Other income 106 16 122
Interest expense 701 -- 701
Depreciation 353 -- 353
General and administrative expense -- 149 149
Segment profit (loss) 450 (133) 317
Total assets 17,999 635 18,634
Capital expenditures 242 -- 242
1998 Residential Other Totals
Rental income $ 2,284 $ -- $ 2,284
Other income 96 44 140
Interest expense 735 -- 735
Depreciation 345 -- 345
General and administrative expense -- 107 107
Segment profit (loss) 318 (63) 255
Total assets 17,655 1,890 19,545
Capital expenditures 174 -- 174
NOTE E - 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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
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, 1999 and 1998:
Average Occupancy
Property 1999 1998
Oak Run Apartments
Dallas, Texas 92% 92%
Overlook Point Apartments
Salt Lake City, Utah 96% 93%
The Managing General Partner attributes the increase in occupancy at Overlook
Point Apartments to more aggressive marketing efforts.
Results of Operations
The Partnership's net income for the six months ended June 30, 1999 was
approximately $317,000 as compared to approximately $255,000 for the same
period in 1998. The Partnership's net income for the three months ended
June 30, 1999 was approximately $118,000 as compared to approximately
$121,000 for the same period in 1998. The increase in net income for the six
months ended June 30, 1999 from the corresponding period in 1998 was due an
increase in total revenues, which was partially offset by an increase in total
expenses. Net income for the three months ended June 30, 1999 decreased
slightly over the corresponding period in 1998 primarily due to an increase in
total expenses, which was more than offset by an increase in total revenues.
Total revenues increased for both periods primarily due to an increase in rental
income. The increase in rental income is attributable to an increase in average
annual rental rates at both investment properties and an increase in average
occupancy at Overlook Point Apartments.
Total expenses increased primarily due to an increase in general and
administrative and property tax expenses, which was partially offset by a
decrease in interest expense. General and administrative expenses increased
primarily due to the first time payment of a Corporation Franchise Tax to the
state of Texas by Oak Run, LLC, a limited liability corporation wholly-owned by
the Partnership. In addition, legal costs increased due to the settlement of
the Everest Case in the first quarter of 1999. Property tax expense increased
due to an increase in the assessment value of Oak Run Apartments. Interest
expense decreased as the result of refinancing the mortgage encumbering Overlook
Point Apartments in August 1998, which decreased the interest rate on the debt.
All other expense items remained relatively constant for the comparable periods.
Included in general and administrative expense at both June 30, 1999 and 1998
are management reimbursements to the Managing General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
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.
Liquidity and Capital Resources
At June 30, 1999, the Registrant had cash and cash equivalents of approximately
$1,168,000 as compared to approximately $2,028,000 at June 30, 1998. Cash and
cash equivalents decreased approximately $309,000 for the six month period ended
June 30, 1999 from the Registrant's fiscal year end. The decrease in cash and
cash equivalents is due primarily to approximately $856,000 of cash used in
financing activities and approximately $166,000 of cash used in investing
activities, which more than offset approximately $713,000 of cash provided by
operating activities. Cash used in financing activities consisted primarily of
distributions to partners, and to a lesser extent, payments of principal made on
the mortgages encumbering the Partnership's properties. Cash used in investing
activities consisted of capital improvements and replacements, partially offset
by net withdrawals from restricted escrows maintained by the mortgage lender.
The Partnership invests its working capital reserves in a money market account.
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 Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements
planned for both of the Registrant's properties are detailed below.
Overlook Point:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on the interior improvements, it is estimated that Overlook Point
requires approximately $293,000 of capital improvements over the next few years.
The Partnership has budgeted, but is not limited to, capital improvements of
approximately $364,000 for 1999 at this property, which include certain of the
required capital improvements and consist of parking lot improvements, roof and
flooring replacements and structural repairs. As of June 30, 1999, the
Partnership has spent approximately $116,000 on capital improvements at Overlook
Point, primarily consisting of flooring replacement, landscaping, roof repairs,
interior decorating, building improvements, swimming pool and parking lot
repairs, air conditioning upgrades and appliance replacements. These
improvements were funded from cash flow and replacement reserves.
Oak Run Apartments:
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on the interior improvements, it is estimated that Oak Run Apartments
requires approximately $125,000 of capital improvements over the next few years.
The Partnership has budgeted, but is not limited to, capital improvements of
approximately $316,000 for 1999 at this property, which include certain of the
required capital improvements and consist primarily of parking lot improvements,
structural repairs, interior decorating and carpet replacement. As of June 30,
1999, the Partnership has spent approximately $126,000 on capital improvements
at Oak Run Apartments, primarily consisting of painting, interior decorating,
swimming pool repairs and flooring, drapery and appliance replacement. These
improvements were funded from cash flow and replacement reserves.
The additional capital improvements planned will be incurred only to the extent
of cash available from operations and Partnership reserves. To the extent that
such budgeted capital improvements are completed, the Registrant's distributable
cash flow, if any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of $19,351,000 is amortized over thirty years with balloon payments
of $8,127,000 and $9,728,000 due on October 2004, and September 2005,
respectively. The Managing General Partner may attempt to refinance such
indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.
The Registrant made a cash distribution of approximately $750,000 from surplus
funds, of which approximately $743,000 was paid to limited partners ($9.91 per
limited partnership unit) during the six months ended June 30, 1999. A cash
distribution of approximately $743,000 was declared during the second quarter of
1998 and paid from surplus fund in July 1998, of which approximately $736,000
was paid to limited partners ($9.81 per limited partnership unit). Subsequent to
the quarter ended June 30, 1999, the Managing General Partner approved and paid
a distribution of approximately $450,000 from surplus funds, of which
approximately $446,000 was paid to limited partners ($5.95 per limited
partnership unit). Future cash distributions will depend on the levels of net
cash generated from operations, the availability of cash reserves, and the
timing of debt maturities, refinancings and/or property sales. The Registrant's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Registrant will generate sufficient funds from
operations, after planned capital improvement expenditures, to permit any
additional distributions to its partners in 1999 or subsequent periods.
Tender Offer
On June 2, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner commenced a tender offer to purchase up to 21,747.56 (29.00% of the
total outstanding units) units of limited partnership interest in the
Partnership for a purchase price of $64 per unit. The offer expired on July 30,
1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 894.00 units. As
a result, AIMCO and its affiliates currently own 27,835.50 units of limited
partnership interest in the Partnership representing 37.11% of the total
outstanding units. It is possible that AIMCO or its affiliate will make one or
more additional offers to acquire additional limited partnership interests in
the Partnership for cash or in exchange for units in the operating partnership
of AIMCO.
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of June 30, 1999, had completed approximately 90% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April, 1999 the Managing Agent embarked on a data center consolidation
project that unifies its core financial systems under its Year 2000 compliant
system. The estimated completion date for this project is October, 1999.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and testing process was
completed in June, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 1999. Any
operating equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
June 30, 1999 to replace or repair the operating equipment was approximately
$75,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
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 entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers 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. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which were heard during February 1999.
No ruling on such demurrers has been received. The Managing General Partner does
not anticipate that costs associated with this case, if any, will be material to
the Partnership's overall operations.
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 filed Form 8-K: None during the quarter ended June 30,
1999.
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/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Carla R. Stoner
Carla R. Stoner
Senior Vice President
Finance and Administration
Date: August 6, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Century
Properties Fund XVIII Second Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000704271
<NAME> CENTURY PROPERTIES FUND XVIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,168
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 27,385
<DEPRECIATION> 10,826
<TOTAL-ASSETS> 18,634
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 19,351
0
0
<COMMON> 0
<OTHER-SE> (1,230)
<TOTAL-LIABILITY-AND-EQUITY> 18,634
<SALES> 0
<TOTAL-REVENUES> 2,531
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 701
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 317
<EPS-BASIC> 3.81<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
